TV ALABAMA, INC.
P.O. Box 40, Anniston, AL  36202
Telephone:  (205) 237-8651
Facsimile:  (205) 236-7336





                                                       May 2, 1996


RKZ Television, Inc.
Osborn Communications Corporation
c/o Osborn Communications Corporation
130 Mason Street
Greenwich, CT  06830

          Re:WJSU-TV, Anniston, Alabama (the "Station")

Gentlemen:

          Reference is hereby made to that certain Option
Agreement, dated as of December 21, 1995, as amended by a letter
dated December 29, 1995 (the "Option Agreement"), by and among RKZ
Television, Inc., a Delaware corporation ("Grantor"), Osborn
Communications Corporation, a Delaware corporation ("Guarantor" and
together with "Grantor," the "Sellers"), and Allbritton
Communications Company, a Delaware corporation ("ACC") which Option
Agreement was assigned to and assumed by an ACC-affiliated company,
TV Alabama, Inc. ("TVA") on February 1, 1996.  Capitalized terms
used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Option Agreement.

          The purpose of this Amendment is to induce Grantor to
amend its pending application to modify the facilities of WJSU
filed August 8, 1995 (FCC File No. BPCT-950808KF) (the "1995
Application") to specify a new transmitter site ("Little Peak
Site") and, if the transmitter site finally authorized by the FCC
is located at Flagpole Mountain ("Flagpole Mountain Site"), to fix
the Supplemental Amount for the Flagpole Mountain Site at an amount
higher than TVA would be required to pay Grantor under the formula
specified in Paragraph 2.3(c) below.

          The Option Agreement is hereby amended as follows:  

          1.        Section 2.1 is amended to read as follows:

          Section 2.1.  Relocation of the Transmitter Site.

          (a)       Grantor agrees to use its reasonable best
                    efforts to obtain authorization from the FCC
                    and the Federal Aviation Administration
                    ("FAA") to relocate the Station's antenna
                    tower and related transmitter facilities
                    (collectively, the "Station Tower") to Little
                    Peak (33 37'28"; 86 23'53") and to file with
                    the FCC on May 3, 1996 an amendment to the
                    1995 Application to specify the Little Peak
                    Site.

          (b)       Between the date of the amendment to Little   
                    Peak specified in paragraph (a) above and a
                    date to be mutually agreed upon between Grantor
                    and TVA, Grantor may, in its sole discretion,
                    file a further amendment to the 1995
                    Application to specify Flagpole Mountain
                    (33 24'41"; 86 12'23"), which has already
                    received FAA approval, as the transmitter site
                    for the Station Tower.

          (c)       In the event that the FCC does not approve a  
                    transmitter site located at Little Peak or
                    Flagpole Mountain or Grantor and TVA in their
                    reasonable judgment believe that it would be
                    unlikely for the FCC to approve a transmitter
                    site at either location, Grantor may file an
                    application with the FCC to specify such other
                    transmitter site which is reasonably acceptable
                    to TVA and which places a predicted city grade
                    contour over at least part of the presently
                    incorporated city limits of Birmingham, Alabama
                    (the "Birmingham Limits").

          (d)       Grantor shall (i) pay all preliminary costs
                    necessary to acquire access and/or ownership of
                    either transmitter site, (ii) complete the
                    engineering and FAA studies necessary for
                    either transmitter site, (iii) obtain all
                    federal, state and local governmental approvals
                    necessary for the relocation, which approvals
                    shall no longer be subject to judicial or 
                    administrative review (collectively, the
                    "Governmental Approvals"), and (iv) pay all
                    costs incurred in connection with obtaining the
                    Governmental Approvals.

          2.        Section 2.3. is amended to read as follows:

          Section 2.3.    Payment of Supplemental Amount.  Upon
                          receipt of all Governmental Approvals
                          (the "Approval Date") for a new
                          transmitter site for the Station Tower a
                          supplemental payment shall be payable to
                          Grantor by TVA ("Supplemental Amount") in
                          accordance with the terms of this Section
                          2.3 as follows: 


          (a)       If the Little Peak Site is approved,          
                    Supplemental Amount shall be the sum of Seven 
                    Million Dollars ($7,000,000).  In the event
                    that Grantor remains the owner and operator of
                    the Station on the Approval Date, TVA agrees to
                    pay to Grantor Five Million Dollars
                    ($5,000,000) of the Supplemental Amount on the
                    Approval Date and pay the balance of Two
                    Million Dollars ($2,000,000) of the
                    Supplemental Amount upon the Closing of the   
                    Purchase Agreement.  In the event that TVA has 
                    become the owner and operator of the Station on
                    the Approval Date, TVA shall pay to Grantor the

                    Supplemental Amount in full on the Approval
                    Date.

          (b)       If the Flagpole Mountain Site is approved, the
                    Supplemental Amount shall be the sum of Six
                    Million Six Hundred Eighty Five Thousand
                    Dollars ($6,685,000).  In the event that 
                    Grantor remains the owner and operator of the
                    Station on the Approval Date, TVA agrees to pay
                    to Grantor Five Million Three Hundred
                    Forty-Eight Thousand Dollars ($5,348,000) of
                    the Supplemental amount on the Approval Date
                    and pay the balance of One Million Three
                    Hundred thirty-seven Thousand ($1,337,000) of
                    the Supplemental Amount upon the Closing of the
                    Purchase Agreement.  In the event that TVA has
                    become the owner and operator of the Station on
                    the Approval Date, TVA shall pay to Grantor the
                    Supplemental Amount in full on the Approval
                    date.

          (c)       In the event that a transmitter site other than
                    the Little Peak Site or the Flagpole Mountain
                    Site is approved by the FCC and the area within
                    the Birmingham Limits encompassed by the
                    predicted city grade contour of the Station, as
                    approved and authorized by the FCC, from the
                    Station Tower at the Transmitter Site other
                    than the Flagpole Mountain Site (the
                    "Authorized Contour Area") is less than the
                    area within the Birmingham Limits encompassed
                    by the predicted city grade contour proposed in
                    the 1995 Application (the "1995 Proposed
                    Contour Area"), the Supplemental Amount
                    shall be adjusted to equal the amount which is
                    the product of (i) Seven Million Dollars
                    ($7,000,000) multiplied by (ii) the fraction of
                    which the numerator is the Authorized Contour
                    Area and the denominator is the 1995 Proposed
                    Contour Area.  In the event that the
                    Supplemental Amount is adjusted in accordance 
                    with the preceding sentence, all partial
                    payments of the Supplemental Amount shall also
                    be adjusted pro rata.
<PAGE>
          
          Please acknowledge your understanding of and agreement
with the foregoing by signing this Letter Agreement in the spaces
provided below, retaining one original for your files and returning
the other original to ACC in the manner provided in the Purchase
Agreement.

                                                                  
                                      Sincerely,


                                      TV ALABAMA, INC.


                                      By:/s/ James R. Vergin      
       
       
                                             James R. Vergin
                                             Vice President


ACCEPTED AND AGREED TO THIS 3 DAY OF MAY, 1996:

RKZ TELEVISION, INC.



By:/s/ Frank D. Osborn                                            
          
               Name:
               Title:President & CEO


OSBORN COMMUNICATIONS 
CORPORATION



By:/s/ Frank D. Osborn                                            
              
               Name:
               Title:President