SECOND AMENDMENT TO TAX SHARING AGREEMENT


       THIS  AGREEMENT  effective as of the 1st day of October,  1995,  by and
between   Perpetual   Corporation    (hereinafter    "Perpetual"),    Allbritton
Communications Company (hereinafter "ACC") and ALLNEWSCO, Inc. ("ALLNEWSCO").

                               W I T N E S S E T H
                               - - - - - - - - - - 

       WHEREAS,  Perpetual,  ACC and  ALLNEWSCO  are  parties to a Tax Sharing
Agreement  dated  effective  as of September  30, 1991,  as amended by amendment
dated October 29, 1993 (collectively the "Tax Sharing Agreement"); and
       WHEREAS, ACC, Perpetual and ALLNEWSCO wish to clarify tax allocations and
procedures  with respect to situations  where ACC or subsidiaries of ACC join in
the filing of a unitary,  combined  or  consolidated  state local or foreign tax
return with Perpetual or other subsidiaries of Perpetual;
       NOW,  THEREFORE,  in  consideration of the sum of ONE DOLLAR AND NO/100
($1.00),  the  receipt  and  sufficiency  of which is hereby  acknowledged,  the
parties hereto agree to amend the Tax Sharing Agreement as follows:
       A new Section 11 shall be added to the Tax Sharing Agreement which 
       shall read as follows:
             (11)     State, Local and Foreign Taxes.  In the event that ACC
       or any member of the ACC Group joins in the filing of a unitary, 
       combined or consolidated state, local or foreign tax return with any
       member of the  Perpetual  Group  (other than a member of the ACC
       Group),  the principles  set forth herein  regarding the payment of
       federal  income taxes and the related procedures  described herein
       shall be applicable with  regard to the state,  local or foreign  tax
       obligations  of the member  of the  ACC  Group  which  is  included  in
       such  combined  or consolidated  state or local or  foreign  tax
       return as  though  such state, local or foreign taxes were a federal
       income tax.

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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
December 18, 1998, to be effective as of October 1, 1995.

                                     PERPETUAL CORPORATION


                                     By  /s/ Lawrence I. Hebert
                                         -----------------------
                                     Name    Lawrence I. Hebert
                                     Title   President


                                     ALLBRITTON COMMUNICATIONS COMPANY



                                     By  /s/ Stephen P. Gibson
                                         ---------------------
                                     Name    Stephen P. Gibson
                                     Title   Vice President


                                     ALLNEWSCO, INC.



                                     By  /s/ Stephen P. Gibson
                                         ---------------------
                                     Name    Stephen P. Gibson 
                                     Title   Vice President





                                       -2-

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