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                                                                  Exhibit 10.220


                        PAXSON COMMUNICATIONS CORPORATION

                                  $200,000,000

                   10-3/4% Senior Subordinated Notes Due 2008

                               Purchase Agreement

                                                              New York, New York
                                                                   June 29, 2001

Salomon Smith Barney Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

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

Ladies and Gentlemen:

         Paxson Communications Corporation, a corporation organized under the
laws of Delaware (the "Company"), proposes to issue and sell to the several
parties named in Schedule I hereto (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, $200,000,000 principal amount
of its 10-3/4% Senior Subordinated Notes Due 2008 (the "Notes" and, together
with the Guarantees (as defined below), the "Securities"). The Securities are to
be issued under an indenture (the "Indenture"), dated as of July 12, 2001, among
the Company, the Guarantors (as defined below) and The Bank of New York, as
trustee (the "Trustee"). The Securities have the benefit of a registration
rights agreement (the "Registration Rights Agreement"), dated as of July 12,
2001, among the Company, the Guarantors and the Initial Purchasers, pursuant to
which the Company and the Guarantors have agreed to register the Securities
under the Act subject to the terms and conditions therein specified. The
Securities will be unconditionally guaranteed (the "Guarantees") on an unsecured
senior subordinated basis by each of the Company's direct and indirect domestic
subsidiaries set forth on the signature page hereto (the "Guarantors"). To the
extent there are no additional parties listed on Schedule I other than you, the
term Representatives as used herein shall mean you as the Initial Purchasers,
and the terms Representatives and Initial Purchasers shall mean either the
singular or plural as the context requires. The use of the neuter in this
Agreement shall include the feminine and masculine wherever appropriate. Certain
terms used herein are defined in Section 17 hereof.

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



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         In connection with the sale of the Securities, the Company has prepared
a preliminary offering memorandum, dated June 20, 2001 (as amended or
supplemented at the Execution Time, the "Preliminary Memorandum"), and a final
offering memorandum, dated June 29, 2001 (as amended or supplemented at the
Closing Date , the "Final Memorandum"). Each of the Preliminary Memorandum and
the Final Memorandum sets forth certain information concerning the Company, the
Guarantors and the Securities. The Company hereby confirms that it has
authorized the use of the Preliminary Memorandum and the Final Memorandum, and
any amendment or supplement thereto, in connection with the offer and sale of
the Securities by the Initial Purchasers.

         1. REPRESENTATIONS AND WARRANTIES. The Company and the Guarantors,
jointly and severally, represent and warrant to each Initial Purchaser as set
forth below in this Section 1.

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

                  (b) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf has, directly or
         indirectly, made offers or sales of any security, or solicited offers
         to buy any security, under circumstances that would require the
         registration of the Securities under the Act.

                  (c) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf has engaged in
         any form of general solicitation or general advertising (within the
         meaning of Regulation D) in connection with any offer or sale of the
         Securities in the United States.

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

                  (e) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf has engaged in
         any directed selling efforts with respect to the Securities, and each
         of them has complied with the offering restrictions requirement of
         Regulation S. Terms used in this paragraph have the meanings given to
         them by Regulation S.




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

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

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

                  (i) Neither the Company nor any of the Guarantors has paid or
         agreed to pay to any person any compensation for soliciting another to
         purchase any Securities (except as contemplated by this Agreement).

                  (j) Neither the Company nor any Guarantor has taken, directly
         or indirectly, any action designed to cause or which has constituted or
         which might reasonably be expected to cause or result, under the
         Exchange Act or otherwise, in the stabilization or manipulation of the
         price of any security of the Company to facilitate the sale or resale
         of the Securities.

                  (k) Each of the Company and the Guarantors has been duly
         incorporated or organized and is validly existing as a corporation or
         limited liability company in good standing under the laws of the
         jurisdiction in which it is chartered or organized with full corporate
         or limited liability company power and authority to own or lease, as
         the case may be, and to operate its properties and conduct its business
         as described in the Final Memorandum, and is duly qualified to do
         business as a foreign corporation or limited liability company and is
         in good standing under the laws of each jurisdiction which requires
         such qualification, except where the failure to be so qualified would
         not reasonably be expected to have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole.
         Except as set forth on Schedule 1(l) hereto, the Company has no
         subsidiaries other than the Guarantors.

                  (l) All the outstanding shares of capital stock of each
         Guarantor have been duly and validly authorized and issued and are
         fully paid and nonassessable, and all outstanding shares of capital
         stock of the Guarantors are owned by the Company either directly or
         through other wholly owned Guarantors free and clear of any perfected
         security interest or any other security interests, claims, liens or
         encumbrances, except as disclosed in the Final Memorandum.

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



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                  (n) This Agreement has been duly authorized, executed and
         delivered by the Company and each Guarantor; the Indenture has been
         duly authorized and, assuming due authorization, execution and delivery
         thereof by the Trustee, when executed and delivered by the Company and
         each Guarantor, will constitute a legal, valid and binding instrument
         enforceable against the Company and each Guarantor in accordance with
         its terms (subject, as to the enforcement of remedies, to applicable
         bankruptcy, reorganization, insolvency, moratorium or other laws
         affecting creditors' rights generally from time to time in effect and
         to general principles of equity); the Securities have been duly
         authorized, and, when executed and, in the case of the Notes,
         authenticated, in accordance with the provisions of the Indenture and
         delivered to and paid for by the Initial Purchasers, will have been
         duly executed and delivered by the Company and each Guarantor and will
         constitute the legal, valid and binding obligations of the Company and
         each Guarantor entitled to the benefits of the Indenture (subject, as
         to the enforcement of remedies, to applicable bankruptcy, insolvency,
         moratorium or other laws affecting creditors' rights generally from
         time to time in effect and to general principles of equity); and the
         Registration Rights Agreement has been duly authorized and, when
         executed and delivered by the Company and each Guarantor, will
         constitute the legal, valid, binding and enforceable agreement of the
         Company and each Guarantor (subject, as to the enforcement of remedies,
         to applicable bankruptcy, reorganization, insolvency, moratorium or
         other laws affecting creditors' rights generally from time to time in
         effect and to general principles of equity).

                  (o) No consent, approval, authorization, filing with or order
         of any court or governmental agency or body is required in connection
         with the transactions contemplated herein or in the Indenture or the
         Registration Rights Agreement, except such as will be obtained under
         the Act and the Trust Indenture Act and such as may be required under
         the blue sky laws of any jurisdiction in connection with the purchase
         and distribution of the Securities by the Initial Purchasers in the
         manner contemplated herein and in the Final Memorandum and the
         Registration Rights Agreement.

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



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

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

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

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

                  (u) PricewaterhouseCoopers LLP, who have certified certain
         financial statements of the Company and its consolidated subsidiaries
         and delivered their report with respect to the audited consolidated
         financial statements and schedules included in the Final Memorandum,
         are independent public accountants with respect to the Company




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         within the meaning of the Act and the applicable published rules and
         regulations thereunder.

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

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

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

                  (y) The Company and each of its subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; all policies of insurance and
         fidelity or surety bonds insuring the Company or any of its
         subsidiaries or their respective businesses, assets, employees,
         officers and directors are in full force and effect; the Company and
         its subsidiaries are in compliance with the terms of such policies and
         instruments in all material respects; and there are no claims by the
         Company or any of its subsidiaries under any such policy or instrument
         as to which any insurance company is denying liability or defending
         under a reservation of rights clause, where the failure of the Company
         or such subsidiary to prevail on such claim would reasonably be
         expected to have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a



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         whole; and neither the Company nor any such subsidiary has any reason
         to believe that it will not be able to renew its existing insurance
         coverage as and when such coverage expires or to obtain similar
         coverage from similar insurers as may be necessary to continue its
         business at a cost that would not have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto).

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

                  (aa) The Company and its subsidiaries possess all licenses,
         certificates, franchises, permits and other authorizations ("Licenses")
         issued by the appropriate federal, state or foreign regulatory
         authorities, including, without limitation, Licenses from the United
         States Federal Communications Commission (the "FCC"), necessary to own
         their respective properties and to conduct their respective businesses
         in all material respects, and neither the Company nor any such
         subsidiary has received any notice of proceedings relating to the
         revocation or modification of any such License which, singly or in the
         aggregate, if the subject of an unfavorable decision, ruling or
         finding, would have a material adverse effect on the condition
         (financial or otherwise), prospects, earnings, business or properties
         of the Company and its subsidiaries, taken as a whole, whether or not
         arising from transactions in the ordinary course of business, except as
         set forth in or contemplated in the Final Memorandum (exclusive of any
         amendment or supplement thereto); the Company and each of its
         subsidiaries have fulfilled and performed in all material respects all
         of their respective obligations with respect to such Licenses and no
         event has occurred that allows, or after notice or lapse of time would
         allow, revocation or termination thereof or results in any other
         material impairment of the rights of the holders of any such License,
         except as individually or in the aggregate could not reasonably be
         expected to have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a whole, whether or not arising
         from transactions in the ordinary course of business; and except as
         described in the Final Memorandum (exclusive of any amendment or
         supplement thereto), none of such Licenses contains any restriction
         that is materially burdensome to the Company or any of its
         subsidiaries, taken as a whole. There are no license renewal or rate or
         tariff proceedings existing, pending or, to the best knowledge of the
         Company, threatened that could reasonably be expected to have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole.



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

                  (cc) The Company and its subsidiaries are (i) in compliance
         with any and all applicable foreign, federal, state and local laws and
         regulations relating to the protection of human health and safety, the
         environment or hazardous or toxic substances or wastes, pollutants or
         contaminants ("Environmental Laws"); (ii) have received and are in
         compliance with all permits, licenses or other approvals required of
         them under applicable Environmental Laws to conduct their respective
         businesses; and (iii) have not received notice of any actual or
         potential liability for the investigation or remediation of any
         disposal or release of hazardous or toxic substances or wastes,
         pollutants or contaminants, except where such non-compliance with
         Environmental Laws, failure to receive required permits, licenses or
         other approvals, or liability would not, individually or in the
         aggregate, have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a whole, whether or not arising
         from transactions in the ordinary course of business, except as set
         forth in or contemplated in the Final Memorandum (exclusive of any
         amendment or supplement thereto); except as set forth in the Final
         Memorandum, neither the Company nor any of its subsidiaries has been
         named as a "potentially responsible party" under the Comprehensive
         Environmental Response, Compensation, and Liability Act of 1980, as
         amended.

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

                  (ee) Each of the Company and its subsidiaries has fulfilled
         its obligations, if any, under the minimum funding standards of Section
         302 of the United States Employee Retirement Income Security Act of
         1974, as amended ("ERISA"), and the regulations and published
         interpretations thereunder with respect to each "plan" (as



                                       8
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         defined in Section 3(3) of ERISA and such regulations and published
         interpretations) in which employees of the Company and its subsidiaries
         are eligible to participate and each such plan is in compliance in all
         material respects with the presently applicable provisions of ERISA and
         such regulations and published interpretations; the Company and its
         subsidiaries have not incurred any unpaid liability to the Pension
         Benefit Guaranty Corporation (other than for the payment of premiums in
         the ordinary course) or to any such plan under Title IV of ERISA.

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

                  (gg) The Company and its subsidiaries own, possess, license or
         have other rights to use, on reasonable terms, all patents, patent
         applications, trade and service marks, trade and service mark
         registrations, trade names, copyrights, licenses, inventions, trade
         secrets, technology, know-how and other intellectual property necessary
         for and material to the conduct of the Company's business as described
         in the Final Memorandum (collectively, the "Intellectual Property").
         Except as set forth in the Final Memorandum, (a) there are no rights of
         third parties to any such Intellectual Property; (b) there is no
         material infringement by third parties of any such Intellectual
         Property; (c) there is no pending or, to the Company's knowledge,
         threatened action, suit, proceeding or claim by others challenging the
         Company's rights in or to any such Intellectual Property, and the
         Company is unaware of any facts which would form a reasonable basis for
         any such claim; (d) there is no pending or, to the Company's knowledge,
         threatened action, suit, proceeding or claim by others challenging the
         validity or scope of any such Intellectual Property, and the Company is
         unaware of any facts which would form a reasonable basis for any such
         claim; (e) there is no pending or, to the Company's knowledge,
         threatened action, suit, proceeding or claim by others that the Company
         infringes or otherwise violates any patent, trademark, copyright, trade
         secret or other proprietary rights of others, and the Company is
         unaware of any other fact which would form a reasonable basis for any
         such claim; (f) there is no U.S. patent or published U.S. patent
         application which contains claims that dominate or may dominate any
         Intellectual Property described in the Final Memorandum as being owned
         by or licensed to the Company or that interferes with the issued or
         pending claims of any such Intellectual Property; and (g) there is no
         prior art of which the Company is aware that may render any U.S. patent
         held by the Company invalid or any U.S. patent application held by the
         Company unpatentable which has not been disclosed to the U.S. Patent
         and Trademark Office.

                  (hh) Based upon a review of the FCC files, (a) the Company and
         its subsidiaries hold the broadcast licenses issued by the FCC with
         respect to each of the stations set forth in the table under
         "Business--Distribution" in the Final Memorandum (except as otherwise
         disclosed therein) without which the station would not be permitted to
         broadcast its signal (the "FCC Licenses") and (b) each of the FCC
         Licenses authorizes



                                       9
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         television broadcast operations by the holder thereof using the
         broadcast channel assignment and serving the community of license that
         is identified in such table.

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

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

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

                  (ll) The statements in the Final Memorandum under the captions
         "Risk Factors--Risks Relating to Our Business--We are required by the
         FCC to abandon the analog broadcast service of 24 of our full power
         stations occupying the 700 MHz spectrum and may suffer adverse
         consequences if we are unable to secure alternative distribution on
         reasonable terms," "Risk Factors--Risks Relating to Our Industry--Our
         business is subject to extensive and changing regulation that could
         increase our costs, expose us to greater competition, or otherwise
         adversely affect the ownership and operation of our stations or our
         business strategies," "Risks Factors--Risks Relating to Our
         Industry--We believe that the success of our television operations
         depends to a significant extent upon access to households served by
         cable television systems. If the law requiring cable system operators
         to carry our signal were to change, we might lose access to cable
         television households, which could adversely affect our operations,"
         "Risk Factors--Risks Relating to Our Industry--Recently enacted federal
         legislation requiring satellite television service providers to carry
         broadcast television signals may adversely affect our rights to have
         our television broadcast signals carried on satellite service
         providers" and "Business - Federal Regulation of Broadcasting," insofar
         as they constitute summaries of the Communications Act and the
         published rules and regulations of the FCC promulgated thereunder,
         fairly summarize the matters therein described and are accurate in all
         material respects.



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

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

         2. PURCHASE AND SALE. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
and the Guarantors agree to sell to each Initial Purchaser, and each Initial
Purchaser agrees, severally and not jointly, to purchase from the Company and
the Guarantors, at a purchase price of 97.5% of the principal amount thereof,
plus accrued interest, if any, from July 12, 2001 to the Closing Date, the
principal amount of Securities set forth opposite such Initial Purchaser's name
in Schedule I hereto.

         3. DELIVERY AND PAYMENT. Delivery of and payment for the Securities
shall be made at 10:00 A.M., New York City time, on July 12, 2001, or at such
time on such later date (not later than July 17, 2001) as the Representatives
shall designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such date
and time of delivery and payment for the Securities being herein called the
"Closing Date"). Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Initial Purchasers against payment by
the several Initial Purchasers through the Representatives of the purchase price
thereof to or upon the order of the Company by wire transfer payable in same-day
funds to the account specified by the Company. Delivery of the Securities shall
be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

         4. OFFERING BY INITIAL PURCHASERS. Each Initial Purchaser, severally
and not jointly, represents and warrants to and agrees with the Company and the
Guarantors that:

                  (a) It has not offered or sold, and will not offer or sell,
         any Securities except to those it reasonably believes to be qualified
         institutional buyers (as defined in Rule 144A under the Act) and that,
         in connection with each such sale, it has taken or will take reasonable
         steps to ensure that the purchaser of such Securities is aware that
         such sale is being made in reliance on Rule 144A.

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



                                       11
<PAGE>

         5. AGREEMENTS. The Company and each Guarantor agrees with each Initial
Purchaser that:

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

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

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

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

                  (e) The Company and the Guarantors will not, and will not
         permit any of its or their Affiliates to, resell any Securities that
         have been acquired by any of them.

                  (f) None of the Company, the Guarantors, any of its or their
         Affiliates, or any person acting on its or their behalf will, directly
         or indirectly, make offers or sales of any security, or solicit offers
         to buy any security, under circumstances that would require the
         registration of the Securities under the Act.

                  (g) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf will engage in
         any form of general solicitation



                                       12
<PAGE>

         or general advertising (within the meaning of Regulation D) in
         connection with any offer or sale of the Securities in the United
         States.

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

                  (i) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf will engage in
         any directed selling efforts with respect to the Securities, and each
         of them will comply with the offering restrictions requirement of
         Regulation S. Terms used in this paragraph have the meanings given to
         them by Regulation S.

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

                  (k) Neither the Company nor any Guarantor will take, directly
         or indirectly, any action designed to or which has constituted or which
         might reasonably be expected to cause or result, under the Exchange Act
         or otherwise, in stabilization or manipulation of the price of any
         security of the Company to facilitate the sale or resale of the
         Securities.

                  (l) The Company agrees to pay the costs and expenses relating
         to the following matters: (i) the preparation of the Indenture and the
         Registration Rights Agreement, the issuance of the Securities and the
         fees of the Trustee; (ii) the preparation, printing or reproduction of
         the Preliminary Memorandum and Final Memorandum and each amendment or
         supplement to either of them; (iii) the printing (or reproduction) and
         delivery (including postage, air freight charges and charges for
         counting and packaging) of such copies of the Preliminary Memorandum
         and Final Memorandum, and all amendments or supplements to either of
         them, as may, in each case, be reasonably requested for use in
         connection with the offering and sale of the Securities; (iv) the
         preparation, printing, authentication, issuance and delivery of
         certificates for the Securities, including any stamp or transfer taxes
         in connection with the original issuance and sale of the Securities;
         (v) the printing (or reproduction) and delivery of this Agreement, any
         blue sky memorandum and all other agreements or documents printed (or
         reproduced) and delivered in connection with the offering of the
         Securities; (vi) any registration or qualification of the Securities
         for offer and sale under the securities or blue sky laws of the several
         states (including filing fees and the reasonable fees and expenses




                                       13
<PAGE>

         of counsel for the Initial Purchasers relating to such registration and
         qualification); (vii) admitting the Securities for trading in the
         PORTAL Market; (viii) the transportation and other expenses incurred by
         or on behalf of Company representatives in connection with
         presentations to prospective purchasers of the Securities; (ix) the
         fees and expenses of the Company's accountants and the fees and
         expenses of counsel (including local and special counsel) for the
         Company; and (x) all other costs and expenses incident to the
         performance by the Company of its obligations hereunder.

         6. CONDITIONS TO THE OBLIGATIONS OF THE INITIAL PURCHASERS. The
obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Company and the Guarantors contained herein at the Execution Time, the Closing
Date and any settlement date pursuant to Section 3 hereof, to the accuracy of
the statements of the Company and the Guarantors made in any certificates
pursuant to the provisions hereof, to the performance by the Company and the
Guarantors of its or their obligations hereunder and to the following additional
conditions:

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

                           (i) the Company and each Guarantor which is a
                  Florida, New York or Delaware corporation or limited liability
                  company has been duly incorporated or organized and is validly
                  existing as a corporation or limited liability company in good
                  standing under the laws of the jurisdiction in which it is
                  chartered or organized, with full corporate or limited
                  liability company power and authority to own or lease, as the
                  case may be, and to operate its properties and conduct its
                  business as described in the Final Memorandum, and is duly
                  qualified to transact business as a foreign entity and is in
                  good standing under the laws of each jurisdiction in which the
                  character of its business requires such qualification, except
                  where the failure to be so qualified would not have a material
                  adverse effect on the condition (financial or otherwise),
                  prospects, earnings, business or properties of the Company and
                  its subsidiaries, taken as a whole;

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

                           (iii) the Indenture has been duly authorized,
                  executed and delivered, and constitutes a legal, valid and
                  binding instrument enforceable against the Company and the
                  Guarantors in accordance with its terms (subject, as to the
                  enforcement of remedies, to applicable bankruptcy,
                  reorganization, insolvency, moratorium or other laws affecting
                  creditors' rights generally from time to time in effect and to
                  general principles of equity); the issuance of the Securities
                  has been duly authorized and, when executed and, in the case
                  of the




                                       14
<PAGE>

                  Notes, authenticated, in accordance with the provisions of the
                  Indenture and delivered to and paid for by the Initial
                  Purchasers under this Agreement, will constitute legal, valid,
                  binding and enforceable obligations of the Company and the
                  Guarantors entitled to the benefits of the Indenture (subject,
                  as to the enforcement of remedies, to applicable bankruptcy,
                  reorganization, insolvency, moratorium or other laws affecting
                  creditors' rights generally from time to time in effect and to
                  general principles of equity); the Registration Rights
                  Agreement has been duly authorized, executed and delivered and
                  constitutes the legal, valid, binding and enforceable
                  agreement of the Company and the Guarantors (subject, as to
                  the enforcement of remedies, to applicable bankruptcy,
                  reorganization, insolvency, moratorium or other laws affecting
                  creditors' rights generally from time to time in effect and to
                  general principles of equity); and the statements set forth
                  under the headings "Description of the Notes" and "Exchange
                  Offer; Registration Rights" in the Final Memorandum, insofar
                  as such statements purport to summarize certain provisions of
                  the Securities, the Indenture and the Registration Rights
                  Agreement, are accurate;

                           (iv) other than as described in the Final Memorandum,
                  to the knowledge of such counsel, there is no pending or
                  threatened action, suit or proceeding by or before any court
                  or governmental agency, authority or body or any arbitrator
                  involving the Company or any of its subsidiaries or its or
                  their property that would be required to be disclosed in a
                  registration statement filed under the Act; and the statements
                  in the Final Memorandum under the heading "Business--Legal
                  Proceedings," "Description of Material Indebtedness and
                  Preferred Stock," "Description of the Notes," "Exchange Offer;
                  Registration Rights" and "Important Federal Income Tax
                  Considerations" accurately summarize the matters therein
                  described;

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

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

                           (vii) the Company and each Guarantor has all
                  requisite corporate or limited liability company power and
                  authority, has taken all requisite corporate or limited
                  liability company action, and has received and is in
                  compliance with all governmental, judicial and other
                  authorizations, approvals and orders necessary to enter into
                  and perform this Agreement, the Indenture, the Registration
                  Rights Agreement and the Securities, and no consent, approval,
                  authorization, filing with or order of any court or
                  governmental agency or body is required in connection




                                       15
<PAGE>

                  with the transactions contemplated herein or in the Indenture
                  and the Registration Rights Agreement, except such as may be
                  required under the Act and the Trust Indenture Act and such as
                  may be required under the blue sky or securities laws of any
                  jurisdiction in connection with the purchase and sale of the
                  Securities by the Initial Purchasers in the manner
                  contemplated in this Agreement and the Final Memorandum and
                  the Registration Rights Agreement and such other approvals
                  (specified in such opinion) as have been obtained;

                           (viii) neither the execution and delivery of the
                  Indenture, this Agreement or the Registration Rights
                  Agreement, the issue and sale of the Securities, nor the
                  consummation of any other of the transactions herein or
                  therein contemplated or the consummation of the Refinancing
                  (as defined and described in the Final Memorandum), nor the
                  fulfillment of the terms hereof or thereof will conflict with
                  or result in a breach or violation of or imposition of any
                  lien, charge or encumbrance upon any property or asset of the
                  Company or its subsidiaries pursuant to, (i) the charter
                  (including any certificates of designation) or by-laws of the
                  Company or its subsidiaries; (ii) the terms of any indenture,
                  contract, lease, mortgage, deed of trust, note agreement, loan
                  agreement or other agreement, obligation, condition, covenant
                  or instrument to which the Company or any of its subsidiaries
                  is a party or bound or to which its respective property is
                  subject and which has been filed as an exhibit to any Company
                  filing under the Act or the Exchange Act, except that such
                  counsel need express no opinion as to contracts, agreements
                  and other instruments relating to broadcast station purchases
                  and sales which are dated prior to June 1, 1999; or (iii) any
                  statute, law, rule, regulation, or, to such counsel's
                  knowledge, any judgment, order or decree applicable to the
                  Company or any of its subsidiaries of any court, regulatory
                  body, administrative agency, governmental body, arbitrator or
                  other authority having jurisdiction over the Company, any of
                  its subsidiaries or any of their respective properties;

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

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

                           (xi) Based upon a review of the FCC files, (a) the
                  Company and its subsidiaries hold the FCC Licenses with
                  respect to each of the stations set forth in the table under
                  "Business--Distribution" in the Final Memorandum (except as
                  otherwise disclosed therein) and (b) each of the FCC Licenses
                  authorizes



                                       16
<PAGE>

                  television broadcast operations by the holder thereof using
                  the broadcast channel assignment and serving the community of
                  license that is identified in such table;

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

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

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

                           (xv) The statements in the Final Memorandum under the
                  captions "Risk Factors - Risks Relating to Our Business--We
                  are required by the FCC to abandon the analog broadcast
                  service of 24 of our full power stations occupying the 700 MHz
                  spectrum and may suffer adverse consequences if we are unable
                  to secure alternative distribution on reasonable terms," "Risk
                  Factors--Risks Relating to Our Industry--Our business is
                  subject to extensive and changing regulation that could
                  increase our costs, expose us to greater competition, or
                  otherwise adversely affect the ownership and operation of our
                  stations or our business strategies," "Risk Factors--Risks
                  Relating to Our Industry--We believe that the success of our
                  television operations depends to a significant extent upon
                  access to households served by cable television systems. If
                  the law requiring cable system operators to carry our signal
                  were to change, we might lose access to cable television
                  households, which could adversely affect our operations,"
                  "Risk Factors--Risks Relating to Our Industry--Recently
                  enacted federal legislation requiring satellite television
                  service providers to carry broadcast television signals may
                  adversely affect our rights to have our television broadcast
                  signals carried on satellite service providers" and "Business
                  - Federal




                                       17
<PAGE>

                  Regulation of Broadcasting," insofar as they constitute
                  summaries of the Communications Act and the published rules
                  and regulations of the FCC promulgated thereunder, have been
                  reviewed by such counsel and are accurate in all material
                  respects;

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

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

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

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

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

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

                           (iii) the Indenture has been duly authorized,
                  executed and delivered, and constitutes a legal, valid and
                  binding instrument enforceable



                                       18
<PAGE>

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

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

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

                           (vi) such counsel has no reason to believe that at
                  the Execution Time and on the Closing Date the Final
                  Memorandum contained or contains any untrue statement of a
                  material fact or omitted or omits to state any material fact
                  necessary to make the statements therein, in the light of the
                  circumstances under



                                       19
<PAGE>

                  which they were made, not misleading (in each case, other than
                  the financial statements and other financial information
                  contained therein, as to which such counsel need express no
                  opinion).

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

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

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

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

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

                  (e) At the Execution Time and at the Closing Date, the Company
         shall have requested and caused PricewaterhouseCoopers LLP to furnish
         to the Representatives letters, dated respectively as of the Execution
         Time and as of the Closing Date, in form and substance satisfactory to
         the Representatives, confirming that they are independent accountants
         within the meaning of the Act and the Exchange Act and the




                                       20
<PAGE>

         applicable rules and regulations thereunder, that they have performed a
         review of the unaudited interim financial information of the Company
         for the three-month period ended March 31, 2001 and as at March 31,
         2001, and stating in effect that:

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

                           (ii) on the basis of a reading of the latest
                  unaudited financial statements made available by the Company
                  and its subsidiaries; their limited review in accordance with
                  the standards established under Statement on Auditing
                  Standards No. 71, of the unaudited interim financial
                  information for the three-month period ended March 31, 2001,
                  and as at March 31, 2001; carrying out certain specified
                  procedures (but not an examination in accordance with
                  generally accepted auditing standards) which would not
                  necessarily reveal matters of significance with respect to the
                  comments set forth in such letter; a reading of the minutes of
                  the meetings of the stockholders, directors and the audit and
                  compensation committees of the Company and the Subsidiaries;
                  and inquiries of certain officials of the Company who have
                  responsibility for financial and accounting matters of the
                  Company and its subsidiaries as to transactions and events
                  subsequent to December 31, 2000, nothing came to their
                  attention which caused them to believe that:

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

                                    (2) with respect to the period subsequent to
                           March 31, 2001, there were any changes, at May 31,
                           2001 , in the senior subordinated notes and bank
                           financing and mandatorily redeemable preferred stock
                           or decreases in the stockholders' equity (deficit) of
                           the Company as compared with the amounts shown on the
                           March 31, 2001 consolidated balance sheet included in
                           the Final Memorandum, or for the period from April 1,
                           2001 to May 31, 2001 there were any decreases, as
                           compared with March 31, 2000 in net revenues or
                           increases in net loss, except in all instances for
                           changes or decreases set forth in such letter, in
                           which case the letter shall be accompanied by an
                           explanation by the




                                       21
<PAGE>

                           Company as to the significance thereof unless said
                           explanation is not deemed necessary by the
                           Representatives; or

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

                  PricewaterhouseCoopers LLP shall have reviewed unaudited
         interim financial information of the Company for the quarters ending
         March 31, 2000 and March 31, 2001 in accordance with Statement on
         Auditing Standards No. 71.

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

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

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

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



                                       22
<PAGE>

                  (i) Prior to or simultaneously with the Closing, the
         Refinancing (as defined in the Final Memorandum) shall have been
         completed, it being understood that with respect to the 11-5/8% Senior
         Subordinated Notes and the Junior Cumulative Compounding Redeemable
         Preferred Stock, each issued by the Company, irrevocable notice of
         redemption shall have been given and the funds necessary to pay the
         redemption price of and accrued interest on all such instruments shall
         have been irrevocably deposited with the paying agent for such
         instruments prior to or simultaneously with the Closing.

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

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

         The documents required to be delivered by this Section 6 will be
delivered at the office of counsel for the Initial Purchasers, c/o Weil, Gotshal
& Manges LLP, 767 Fifth Avenue, New York, NY 10153, on the Closing Date.

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

         8. INDEMNIFICATION AND CONTRIBUTION.

                  (a) The Company and the Guarantors, jointly and severally,
         agree to indemnify and hold harmless each Initial Purchaser, the
         directors, officers, employees and agents of each Initial Purchaser and
         each person who controls any Initial Purchaser within the meaning of
         either the Act or the Exchange Act against any and all losses, claims,
         damages or liabilities, joint or several, to which they or any of them
         may become subject under the Act, the Exchange Act or other Federal or
         state statutory law or regulation, at common law or otherwise, insofar
         as such losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of or are based upon any untrue statement or alleged
         untrue statement of a material fact contained in the Preliminary




                                       23
<PAGE>

         Memorandum, the Final Memorandum (or in any supplement or amendment
         thereto) or any information provided by the Company or any Guarantor to
         any holder or prospective purchaser of Securities pursuant to Section
         5(h), or in any amendment thereof or supplement thereto, or arise out
         of or are based upon the omission or alleged omission to state therein
         a material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading, and agrees to reimburse each such
         indemnified party, as incurred, for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action; provided,
         however, that the Company and the Guarantors will not be liable in any
         such case to the extent that any such loss, claim, damage or liability
         arises out of or is based upon any such untrue statement or alleged
         untrue statement or omission or alleged omission made in the
         Preliminary Memorandum or the Final Memorandum, or in any amendment
         thereof or supplement thereto, in reliance upon and in conformity with
         written information furnished to the Company by or on behalf of any
         Initial Purchasers through the Representatives specifically for
         inclusion therein. This indemnity agreement will be in addition to any
         liability which the Company and the Guarantors may otherwise have.

                  (b) Each Initial Purchaser severally and not jointly agrees to
         indemnify and hold harmless the Company, the Guarantors, each of its or
         their directors, each of its or their officers, and each person who
         controls the Company or any Guarantor within the meaning of either the
         Act or the Exchange Act, to the same extent as the foregoing indemnity
         from the Company and the Guarantors to each Initial Purchaser, but only
         with reference to written information relating to such Initial
         Purchaser furnished to the Company and the Guarantors by or on behalf
         of such Initial Purchaser through the Representatives specifically for
         inclusion in the Preliminary Memorandum or the Final Memorandum (or in
         any amendment or supplement thereto). This indemnity agreement will be
         in addition to any liability which any Initial Purchaser may otherwise
         have. The Company and the Guarantors acknowledge that the statements
         set forth in the last paragraph of the cover page regarding the
         delivery of the Securities and, under the heading "Plan of
         Distribution," the paragraph related to over-allotment, covering and
         stabilization transactions in the Preliminary Memorandum and the Final
         Memorandum, constitute the only information furnished in writing by or
         on behalf of the Initial Purchasers for inclusion in the Preliminary
         Memorandum or the Final Memorandum (or in any amendment or supplement
         thereto).

                  (c) Promptly after receipt by an indemnified party under this
         Section 8 of notice of the commencement of any action, such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section 8, notify the indemnifying party
         in writing of the commencement thereof; but the failure so to notify
         the indemnifying party (i) will not relieve it from liability under
         paragraph (a) or (b) above unless and to the extent it did not
         otherwise learn of such action and such failure results in the
         forfeiture by the indemnifying party of substantial rights and
         defenses; and (ii) will not, in any event, relieve the indemnifying
         party from any obligations to any indemnified party other than the
         indemnification obligation provided in paragraph (a) or (b) above. The
         indemnifying party shall be entitled to appoint counsel



                                       24
<PAGE>

         of the indemnifying party's choice at the indemnifying party's expense
         to represent the indemnified party in any action for which
         indemnification is sought (in which case the indemnifying party shall
         not thereafter be responsible for the fees and expenses of any separate
         counsel (except for local counsel) retained by the indemnified party or
         parties except as set forth below); provided, however, that such
         counsel shall be satisfactory to the indemnified party. Notwithstanding
         the indemnifying party's election to appoint counsel to represent the
         indemnified party in an action, the indemnified party shall have the
         right to employ separate counsel (including local counsel), and the
         indemnifying party shall bear the reasonable fees, costs and expenses
         of such separate counsel if (i) the use of counsel chosen by the
         indemnifying party to represent the indemnified party would present
         such counsel with a conflict of interest; (ii) the actual or potential
         defendants in, or targets of, any such action include both the
         indemnified party and the indemnifying party and the indemnified party
         shall have reasonably concluded that there may be legal defenses
         available to it and/or other indemnified parties which are different
         from or additional to those available to the indemnifying party; (iii)
         the indemnifying party shall not have employed counsel satisfactory to
         the indemnified party to represent the indemnified party within a
         reasonable time after notice of the institution of such action; or (iv)
         the indemnifying party shall authorize the indemnified party to employ
         separate counsel at the expense of the indemnifying party. An
         indemnifying party will not, without the prior written consent of the
         indemnified parties, settle or compromise or consent to the entry of
         any judgment with respect to any pending or threatened claim, action,
         suit or proceeding in respect of which indemnification or contribution
         may be sought hereunder (whether or not the indemnified parties are
         actual or potential parties to such claim or action) unless such
         settlement, compromise or consent includes an unconditional release of
         each indemnified party from all liability arising out of such claim,
         action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
         or (b) of this Section 8 is unavailable to or insufficient to hold
         harmless an indemnified party for any reason, the Company, the
         Guarantors and the Initial Purchasers agree to contribute to the
         aggregate losses, claims, damages and liabilities (including legal or
         other expenses reasonably incurred in connection with investigating or
         defending same) (collectively "Losses") to which the Company or any
         Guarantor, and one or more of the Initial Purchasers may be subject in
         such proportion as is appropriate to reflect the relative benefits
         received by the Company and the Guarantors on the one hand and by the
         Initial Purchasers on the other from the offering of the Securities;
         provided, however, that in no case shall any Initial Purchaser (except
         as may be provided in any agreement among the Initial Purchasers
         relating to the offering of the Securities) be responsible for any
         amount in excess of the purchase discount or commission applicable to
         the Securities purchased by such Initial Purchaser hereunder. If the
         allocation provided by the immediately preceding sentence is
         unavailable for any reason, the Company, the Guarantors and the Initial
         Purchasers shall contribute in such proportion as is appropriate to
         reflect not only such relative benefits but also the relative fault of
         the Company and the Guarantors on the one hand and of the Initial
         Purchasers on the other in connection with the statements or omissions
         which resulted in such Losses, as well as any other relevant equitable
         considerations. Benefits received by the Company and the Guarantors
         shall be deemed to



                                       25
<PAGE>

         be equal to the total net proceeds from the offering (before deducting
         expenses) received by the Company, and benefits received by the Initial
         Purchasers shall be deemed to be equal to the total purchase discounts
         and commissions in each case set forth on the cover of the Final
         Memorandum. Relative fault shall be determined by reference to, among
         other things, whether any untrue or any alleged untrue statement of a
         material fact or the omission or alleged omission to state a material
         fact relates to information provided by the Company or a Guarantor on
         the one hand or the Initial Purchasers on the other, the intent of the
         parties and their relative knowledge, information and opportunity to
         correct or prevent such untrue statement or omission. The Company, the
         Guarantors and the Initial Purchasers agree that it would not be just
         and equitable if contribution were determined by pro rata allocation or
         any other method of allocation which does not take account of the
         equitable considerations referred to above. Notwithstanding the
         provisions of this paragraph (d), no person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who was not guilty of
         such fraudulent misrepresentation. For purposes of this Section 8, each
         person who controls an Initial Purchaser within the meaning of either
         the Act or the Exchange Act and each director, officer, employee and
         agent of an Initial Purchaser shall have the same rights to
         contribution as such Initial Purchaser, and each person who controls
         the Company or a Guarantor within the meaning of either the Act or the
         Exchange Act and each officer and director of the Company and any
         Guarantor shall have the same rights to contribution as the Company and
         the Guarantors, subject in each case to the applicable terms and
         conditions of this paragraph (d).

         9. DEFAULT BY AN INITIAL PURCHASER. If any one or more Initial
Purchasers shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Initial Purchaser hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Initial Purchasers shall be obligated severally to take
up and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Initial Purchasers)
the Securities which the defaulting Initial Purchaser or Initial Purchasers
agreed but failed to purchase; provided, however, that in the event that the
aggregate amount of Securities which the defaulting Initial Purchaser or Initial
Purchasers agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule I hereto, the remaining Initial
Purchasers shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such nondefaulting Initial
Purchasers do not purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Initial Purchaser, the Company or the
Guarantors. In the event of a default by any Initial Purchaser as set forth in
this Section 9, the Closing Date shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in order
that the required changes in the Final Memorandum or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Initial Purchaser of its liability, if any, to the Company, the
Guarantors or any nondefaulting Initial Purchaser for damages occasioned by its
default hereunder.




                                       26
<PAGE>

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

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

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

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

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

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

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




                                       27
<PAGE>

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

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

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

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

         "Commission" shall mean the Securities and Exchange Commission.

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

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

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

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

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

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

         "Salomon Smith Barney" shall mean Salomon Smith Barney Inc.

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




                                       28
<PAGE>

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

                                       Very truly yours,

                                       Paxson Communications Corporation

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

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

SALOMON SMITH BARNEY INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
    INCORPORATED
CIBC WORLD MARKETS CORP.
BEAR, STEARNS & Co. Inc.
By:  Salomon Smith Barney Inc.



By: /s/ David Johnson
    -----------------------------------
    Name:  David Johnson
    Title: Director






                                       29
<PAGE>

                              SUBSIDIARY GUARANTORS:

                              BUD HITS, INC.
                              BUD SONGS, INC.
                              CAP COMMUNICATIONS LICENSE OF NEW LONDON, INC.
                              CAP COMMUNICATIONS OF NEW LONDON, INC.
                              CAP COMMUNICATIONS, INC.
                              CHANNEL 66 OF TAMPA, INC.
                              CLEARLAKE PRODUCTIONS, INC.
                              COCOLA MEDIA CORPORATION OF FLORIDA
                              COCOLA MEDIA CORPORATION OF SAN FRANCISCO, INC.
                              DP MEDIA, INC.
                              DP MEDIA LICENSE OF BATTLE CREEK, INC.
                              DP MEDIA LICENSE OF BOSTON, INC.
                              DP MEDIA LICENSE OF MARTINSBURG, INC.
                              DP MEDIA LICENSE OF MILWAUKEE, INC.
                              DP MEDIA LICENSE OF RALEIGH DURHAM, INC.
                              DP MEDIA OF BATTLE CREEK, INC.
                              DP MEDIA OF BOSTON, INC.
                              DP MEDIA OF MARTINSBURG, INC.
                              DP MEDIA OF MILWAUKEE, INC.
                              DP MEDIA OF RALEIGH DURHAM, INC.
                              DP MEDIA OF ST. LOUIS, INC.
                              FLAGLER PRODUCTIONS, INC.
                              HISPANIC BROADCASTING, INC.
                              IRON MOUNTAIN PRODUCTIONS, INC.
                              OCEAN STATE TELEVISION, LLC
                              PAX HITS PUBLISHING, INC.
                              PAX INTERNET, INC.
                              PAX NET TELEVISION PRODUCTIONS, INC.
                              PAX NET, INC.
                              PAXSON AKRON LICENSE, INC.
                              PAXSON ALBANY LICENSE, INC.
                              PAXSON ALBUQUERQUE LICENSE, INC.
                              PAXSON ATLANTA LICENSE, INC.
                              PAXSON BIRMINGHAM LICENSE, INC.
                              PAXSON BOSTON LICENSE, INC.
                              PAXSON BOSTON-68 LICENSE, INC.
                              PAXSON BUFFALO LICENSE, INC.
                              PAXSON CEDAR RAPIDS LICENSE, INC.
                              PAXSON CHARLESTON LICENSE, INC.
                              PAXSON CHICAGO LICENSE, INC.
                              PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
                              PAXSON COMMUNICATIONS LPTV, INC.
                              PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.
                              PAXSON COMMUNICATIONS OF AKRON-23, INC.
                              PAXSON COMMUNICATIONS OF ALBANY-55, INC.
                              PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
                              PAXSON COMMUNICATIONS OF ATLANTA-14, INC.
                              PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.


                                     30
<PAGE>

                              PAXSON COMMUNICATIONS OF BOSTON-46, INC.
                              PAXSON COMMUNICATIONS OF BOSTON-60, INC.
                              PAXSON COMMUNICATIONS OF BOSTON-68, INC.
                              PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
                              PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
                              PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
                              PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
                              PAXSON COMMUNICATIONS OF DALLAS-68, INC.
                              PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.
                              PAXSON COMMUNICATIONS OF DENVER-59, INC.
                              PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
                              PAXSON COMMUNICATIONS OF DETROIT-31, INC.
                              PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
                              PAXSON COMMUNICATIONS OF FRESNO-61, INC.
                              PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.
                              PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
                              PAXSON COMMUNICATIONS OF HONOLULU-66, INC.
                              PAXSON COMMUNICATIONS OF HOUSTON-49, INC.
                              PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.
                              PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.
                              PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
                              PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
                              PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
                              PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.
                              PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.
                              PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
                              PAXSON COMMUNICATIONS OF MIAMI-35, INC.
                              PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.
                              PAXSON COMMUNICATIONS OF MOBILE-61, INC.
                              PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.
                              PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
                              PAXSON COMMUNICATIONS OF NEW YORK-31, INC.
                              PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
                              PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.
                              PAXSON COMMUNICATIONS OF ORLANDO-56, INC.
                              PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.
                              PAXSON COMMUNICATIONS OF PHOENIX-13, INC.
                              PAXSON COMMUNICATIONS OF PHOENIX-51, INC.
                              PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
                              PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
                              PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
                              PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.
                              PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
                              PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.
                              PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
                              PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
                              PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.
                              PAXSON COMMUNICATIONS OF SAN JUAN, INC.
                              PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
                              PAXSON COMMUNICATIONS OF SEATTLE-33, INC.


                                     31
<PAGE>

                              PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
                              PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
                              PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.
                              PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.
                              PAXSON COMMUNICATIONS OF TAMPA-66, INC.
                              PAXSON COMMUNICATIONS OF TUCSON-46, INC.
                              PAXSON COMMUNICATIONS OF TULSA-44, INC.
                              PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
                              PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
                              PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
                              PAXSON COMMUNICATIONS TELEVISION, INC.
                              PAXSON DALLAS LICENSE, INC.
                              PAXSON DAVENPORT LICENSE, INC.
                              PAXSON DENVER LICENSE, INC.
                              PAXSON DES MOINES LICENSE, INC.
                              PAXSON DETROIT LICENSE, INC.
                              PAXSON DEVELOPMENT, INC.
                              PAXSON FAYETTEVILLE LICENSE, INC.
                              PAXSON FRESNO LICENSE, INC.
                              PAXSON GREENSBORO LICENSE, INC.
                              PAXSON GREENVILLE LICENSE, INC.
                              PAXSON HAWAII LICENSE, INC.
                              PAXSON HOUSTON LICENSE, INC.
                              PAXSON JACKSONVILLE LICENSE, INC.
                              PAXSON JAX LICENSE, INC.
                              PAXSON KANSAS CITY LICENSE, INC.
                              PAXSON KNOXVILLE LICENSE, INC.
                              PAXSON LEXINGTON LICENSE, INC.
                              PAXSON LOS ANGELES LICENSE, INC.
                              PAXSON MERCHANDISING & LICENSING, INC.
                              PAXSON MIAMI-35 LICENSE, INC.
                              PAXSON MINNEAPOLIS LICENSE, INC.
                              PAXSON MOBILE LICENSE, INC.
                              PAXSON NEW YORK LICENSE, INC.
                              PAXSON NORFOLK LICENSE, INC.
                              PAXSON OKLAHOMA CITY LICENSE, INC.
                              PAXSON ORLANDO LICENSE, INC.
                              PAXSON PHILADELPHIA LICENSE, INC.
                              PAXSON PHOENIX LICENSE, INC.
                              PAXSON PORTLAND LICENSE, INC.
                              PAXSON PRODUCTIONS, INC.
                              PAXSON ROANOKE LICENSE, INC.
                              PAXSON SACRAMENTO LICENSE, INC.
                              PAXSON SALEM LICENSE, INC.
                              PAXSON SALT LAKE CITY LICENSE, INC.
                              PAXSON SAN ANTONIO LICENSE, INC.
                              PAXSON SAN JOSE LICENSE, INC.
                              PAXSON SCRANTON LICENSE, INC.
                              PAXSON SEATTLE LICENSE, INC.
                              PAXSON SHREVEPORT LICENSE, INC.


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<PAGE>

                              PAXSON SPOKANE LICENSE, INC.
                              PAXSON SPORTS OF MIAMI, INC.
                              PAXSON ST. CROIX LICENSE, INC.
                              PAXSON SYRACUSE LICENSE, INC.
                              PAXSON TAMPA-66 LICENSE, INC.
                              PAXSON TELEVISION PRODUCTIONS, INC.
                              PAXSON TELEVISION, INC.
                              PAXSON TENNESSEE LICENSE, INC.
                              PAXSON TULSA LICENSE, INC.
                              PAXSON WASHINGTON LICENSE, INC.
                              PAXSON WAUSAU LICENSE, INC.
                              PCC DIRECT, INC.
                              RDP COMMUNICATIONS LICENSE OF INDIANAPOLIS, INC.
                              RDP COMMUNICATIONS OF INDIANAPOLIS, INC.
                              RDP COMMUNICATIONS, INC.
                              S&E NETWORK, INC.
                              TRAVEL CHANNEL ACQUISITION CORPORATION


                              By: /s/ Anthony L. Morrison
                                  --------------------------------------------
                              Name:  Anthony L Morrison
                              Title: Vice President and Assistant Secretary
                                     of each of such Subsidiary Guarantors


                              AMERICA 51, L.P.


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

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

                              By: /s/ Anthony L. Morrison
                                  --------------------------------------------
                                  Name:  Anthony L Morrison
                                  Title: Vice President and Assistant
                                         Secretary of such General and
                                         Limited Partners




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