ASSET PURCHASE AGREEMENT


                                 by and between


                        FLAGSHIP BROADCASTING CORPORATION


                                       and


                                TV ALABAMA, INC.



<PAGE>



                                TABLE OF CONTENTS


                                                                           Page

ARTICLE 1....................................................................2
DEFINITIONS AND REFERENCES...................................................2
ARTICLE 2....................................................................7
SALE AND PURCHASE OF ASSETS; PURCHASE PRICE; PAYMENT OF
 PURCHASE PRICE; ASSUMPTION OF LIABILITIES...................................7
      2.01 Asset Sale........................................................7
      2.02 Purchase Price....................................................7
      2.03 Payment of Purchase Price.........................................7
      2.04 Assumption of Liabilities.........................................7
ARTICLE 3....................................................................8
REPRESENTATIONS AND WARRANTIES BY SELLER.....................................8
      3.01 Organization and Standing.........................................8
      3.02 Authorization.....................................................8
      3.03 Litigation; Compliance with Law...................................9
      3.04 Financial Statements and Condition; Liabilities...................9
      3.05 Assets; Consents.................................................10
      3.06 Condition of Tangible Assets.....................................11
      3.07 Trademarks; Licenses.............................................11
      3.08 Licenses.........................................................11
      3.09 Reports and Records..............................................11
      3.10 Contracts........................................................12
      3.11 Conflicts........................................................12
      3.12 Related Parties..................................................13
      3.13 Taxes............................................................13
      3.14 Employee Benefit Plans...........................................14
      3.15 Environmental Matters............................................15
      3.16 Labor Relations..................................................16
      3.17 Broadcast of Programming.........................................17
      3.18 Insurance........................................................17
      3.19 Disclosure.......................................................17
ARTICLE 4...................................................................18
REPRESENTATIONS AND WARRANTIES BY BUYER.....................................18
      4.01 Organization and Standing........................................18
      4.02 Authorization....................................................18
      4.03 Qualification as Licensee........................................18
ARTICLE 5...................................................................19
APPLICATION FOR COMMISSION CONSENT..........................................19
ARTICLE 6...................................................................19
HART-SCOTT-RODINO...........................................................19
ARTICLE 7...................................................................19
COVENANTS AND AGREEMENTS OF SELLER..........................................19
      7.01 Negative Covenants...............................................19
      7.02 Affirmative Covenants............................................21
      7.03 Removal of Materials.............................................23
      7.04 Confidentiality..................................................23
      7.05 Employees........................................................23
ARTICLE 8...................................................................23
COVENANTS AND AGREEMENTS OF BUYER...........................................23
      8.01 Confidentiality..................................................23
      8.02 Corporate Action.................................................24
ARTICLE 9...................................................................24
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE.........................24
      9.01 Representations and Covenants....................................24
      9.02 Consents.........................................................24
      9.03 Delivery of Documents............................................24
      9.04 FCC Order........................................................24
      9.05 Title Insurance Commitment and Survey............................25
      9.06 Legal Proceedings................................................25
      9.07 Hart-Scott-Rodino................................................25
      9.08 Absence of Material Change.......................................25
ARTICLE 10..................................................................25
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE........................25
      10.01 Representations and Covenants...................................25
      10.02 Delivery of Documents...........................................26
      10.03 FCC Order.......................................................26
      10.04 Legal Proceedings...............................................26
      10.05 Hart-Scott-Rodino...............................................26
ARTICLE 11..................................................................26
THE CLOSING.................................................................26
      11.01 Closing.........................................................26
      11.02 Delivery by Seller..............................................26
      11.03 Delivery by Buyer...............................................28
ARTICLE 12..................................................................28
ALLOCATION OF PURCHASE PRICE AMONG ASSETS...................................28
ARTICLE 13..................................................................29
POSSESSION AND CONTROL......................................................29
ARTICLE 14..................................................................29
RISK OF LOSS................................................................29
ARTICLE 15..................................................................29
SURVIVAL; INDEMNIFICATION...................................................29
      15.01 Survival of Seller's Representations............................29
      15.02 Indemnification by Seller.......................................30
      15.03 Survival of Buyer's Representations.............................30
      15.04 Indemnification by Buyer........................................30
      15.05 Conditions of Indemnification...................................31
ARTICLE 16..................................................................32
TERMINATION.................................................................32
ARTICLE 17..................................................................32
REMEDIES....................................................................32
      17.01 Default by Buyer................................................32
      17.02 Default by Seller...............................................32
      17.03 Specific Performance............................................33
ARTICLE 18..................................................................33
GUARANTEE...................................................................33
ARTICLE 19..................................................................35
ADDITIONAL ACTIONS AND DOCUMENTS............................................35
ARTICLE 20..................................................................35
BROKERS.....................................................................35
ARTICLE 21..................................................................35
EXPENSES....................................................................35
ARTICLE 22..................................................................36
NOTICES.....................................................................36
ARTICLE 23..................................................................38
WAIVER......................................................................38
ARTICLE 24..................................................................38
BENEFIT AND ASSIGNMENT......................................................38
ARTICLE 25..................................................................39
REMEDIES CUMULATIVE.........................................................39
ARTICLE 26..................................................................39
ENTIRE AGREEMENT; AMENDMENT.................................................39
ARTICLE 27..................................................................39
SEVERABILITY................................................................39
ARTICLE 28..................................................................39
PRESS RELEASES..............................................................39
ARTICLE 29..................................................................40
HEADINGS....................................................................40
ARTICLE 30..................................................................40
GOVERNING LAW...............................................................40
ARTICLE 31..................................................................40
SIGNATURE IN COUNTERPARTS...................................................40


<PAGE>



                            ASSET PURCHASE AGREEMENT



                  THIS ASSET  PURCHASE  AGREEMENT (the  "Agreement")  is entered
into as of this 14th day of September, 1999 by and between FLAGSHIP BROADCASTING
CORPORATION,  an Ohio corporation  ("Seller"),  and TV ALABAMA, INC., a Delaware
corporation, ("Buyer").

                  WHEREAS,  Seller owns and operates Television Station WJSU-TV,
Channel 40,  Anniston,  Alabama,  together  with  certain  auxiliary  facilities
(collectively, the "Station");

                  WHEREAS,   RKZ   Television,   Inc.   ("RKZ")  and  Allbritton
Communications  Company  ("ACC") are parties to that  certain  Option  Agreement
dated as of  December  21, 1995  whereby  RKZ  granted to ACC or its  designated
affiliate  the  option to  purchase  the  assets  of the  Station  (the  "Option
Agreement");

                  WHEREAS,  pursuant to that certain  Assignment  and Assumption
Agreement  dated as of  February 1, 1996,  ACC  assigned to  Allfinco,  Inc.,  a
Delaware corporation ("Allfinco"),  and Allfinco assigned to Buyer, all of ACC's
rights and obligations under the Option Agreement;

                  WHEREAS,  pursuant to that certain  Asset  Purchase  Agreement
dated as of July 7, 1997,  RKZ  assigned  the Option  Agreement  to Seller which
assignment was consummated on October 2, 1997;

                  WHEREAS, Buyer exercised the Option pursuant to written notice
dated as of September 14, 1999; and

                  WHEREAS,  Buyer agrees to purchase  from Seller all the Assets
(as  hereinafter  defined),  and Seller desires to sell all the Assets to Buyer,
all in accordance  with and subject to the terms and conditions  hereinafter set
forth.

                  NOW,  THEREFORE,  in consideration of the foregoing and of the
mutual  covenants  and  agreements  hereinafter  set forth,  and intending to be
legally bound, the parties hereto hereby agree as follows:

                                   ARTICLE 1.

                           DEFINITIONS AND REFERENCES

                  As used herein,  the  following  terms shall have the meanings
set forth below, unless the context otherwise requires:

                  "Accounts  Receivable"  means all accounts,  notes or accounts
receivable with respect to the Station.

                  "Additional Agreements" shall have the meaning set forth in
                   Section 7.01(g).

                  "Applications" shall have the meaning set forth in Section 5.

                  "Assets"  means the Station and all real,  personal  and mixed
assets, both tangible and intangible (including the business of the Station as a
"going concern"),  wherever located,  owned or held by Seller and which are used
or  useful  in the  business  and  operation  of  the  Station.  Subject  to the
provisions  of Section 7, Assets shall  include all such assets  existing on the
date of this  Agreement and all such assets  acquired  between that date and the
Closing Date,  and shall include,  without  limitation,  all of Seller's  right,
title and interest in and to the following assets:

                  (a) that  certain  real  property  set forth and  described in
Schedule 1(a).

                  (b) the  leasehold  interests in that  certain  real  property
described in Schedule 1(b).

                  (c)    all   buildings,   structures,   fixtures,   and  other
                         improvements    now   or    hereafter    actually    or
                         constructively   attached  to  the  Property,  and  all
                         modifications, additions, restorations, or replacements
                         of the whole or any part  thereof,  including,  without
                         limitation,  those described in Schedules 1(a) and 1(b)
                         (the "Improvements").

                  (d)    as  landlord  (whether  named  as  such  therein  or by
                         assignment or  otherwise) in all leases and  subleases,
                         if  any,  of the  Property  and  the  Improvements  now
                         existing or at any time hereafter made, and any and all
                         amendments,  modifications,  supplements,  renewals and
                         extensions thereof, together with all rents, royalties,
                         security deposits, revenues, issues, earnings, profits,
                         income  and  other  benefits  of  the  Property  or the
                         Improvements  now due or  hereafter  to become due with
                         respect to the Property or the Improvements or any part
                         thereof.

                  (e)    in and to all streets,  roads and public places, opened
                         or  proposed,  and all  easements  and  rights  of way,
                         public and private,  rights and  appurtenances,  now or
                         hereafter  used  in  connection   with,  or  belonging,
                         incident  or  appertaining  to,  the  Property  or  the
                         Improvements.

                  (f)    all  furniture,   fixtures,   furnishings,   machinery,
                         equipment,  inventory, supplies, antenna installations,
                         towers   and   other   property,   including,   without
                         limitation, those described in Schedule 1(f).

                  (g)  all of the  Licenses  (as  hereinafter  defined)  for the
Station as more fully described in Schedule 1(g).

                  (h)    all of  the  copyrights,  trademarks  and  trade  names
                         (including  any  and all  applications,  registrations,
                         extensions and renewals relating  thereto),  and all of
                         the rights  associated  therewith,  including,  without
                         limitation,   those  described  in  Schedule  1(h)  and
                         Seller's rights to the call letters for the Station.

                  (i)    all contracts,  agreements, leases and other intangible
                         assets, including,  without limitation, those trade-out
                         agreements and other  contracts,  agreements and leases
                         described in Schedule 1(i).

                  (j) all  deposits  and prepaid  expenses,  including,  without
limitation, those described in Schedule 1(j).

                  (k) all automotive  equipment and motor  vehicles,  including,
without limitation, those described in Schedule 1(k).

                  (l)    all  engineering,  business  and other  books,  papers,
                         files   and   records,   but   not  the   articles   of
                         incorporation,  by-laws,  minute books,  stock transfer
                         records, or other corporate records of Seller.

                  (m) all  translators,  earth  stations,  and  other  auxiliary
facilities, and all applications therefor.

                  "Assignment  of  Contracts"  means that certain  Assignment of
Contracts, dated as of the Closing Date and executed by Seller, substantially in
the form attached hereto as Exhibit D.

                  "Assignment  of  Leases"  means  that  certain  Assignment  of
Leases,  dated as of the Closing Date and executed by Seller,  substantially  in
the form attached hereto as Exhibit A.

                  "Assignment  of  Licenses"  means that certain  Assignment  of
Licenses, dated as of the Closing Date and executed by Seller,  substantially in
the form attached hereto as Exhibit C.

                  "Assumption Agreement" means that certain Assumption Agreement
dated as of the Closing Date and executed by Buyer and Seller,  substantially in
the form attached hereto as Exhibit G.

                  "Bill of Sale" means that certain Bill of Sale and  Assignment
of Assets, dated as of the Closing Date and executed by Seller, substantially in
the form attached hereto as Exhibit B.

                  "Claims" shall have the meaning specified in Section 15.05.

                  "Closing" means the closing of the purchase, assignment and
sale of the Assets contemplated hereunder.

                  "Closing  Date"  means the time and date on which the  Closing
takes place, as established by Section 11.01.

                  "Commission" means the Federal Communications Commission.

                  "Deed"   means   the   general   warranty   deed  of   Seller,
substantially in the form attached hereto as Exhibit E.

                  "Encumbrances"  mean any mortgages,  pledges,  liens,  claims,
security  interests,  agreements,  restrictions,  defects  in title,  easements,
encumbrances, or charges.

                  "FCC Order" means an order or orders of the Commission,  or of
the Chief, Mass Media Bureau,  acting under delegated  authority,  consenting to
the  assignment  to Buyer of the Licenses  for the  Station,  as proposed in the
Applications therefor, without conditions which are adverse to Buyer or which in
any way  diminish  the  operating  rights  with  respect  to the  Assets and the
Station, except any such conditions expressly accepted by Buyer in writing.

                  "Final  Order" means the FCC Order(s) as to which the time for
filing a request for  administrative  or  judicial  review,  or for  instituting
administrative  review sua sponte,  shall have  expired  without any such filing
having been made or notice of such review  having been issued;  or, in the event
of such  filing or review sua sponte,  as to which such  filing or review  shall
have been  disposed of favorably  to the grant and the time for seeking  further
relief with  respect  thereto  shall have  expired  without any request for such
further relief having been filed.

                  "Indemnified  Party" and  "Indemnifying  Party" shall have the
respective meanings specified in Section 15.05.

                  "Licenses" means all of the licenses and other  authorizations
issued by the  Commission  for the  operation  of the  Station,  as set forth in
Schedule 1(g).

                  "Option"  means the option to purchase the Station  granted by
Seller to Buyer,  pursuant  to the  exercise  of which this  Agreement  has been
entered into.

                  "Option Consideration" means the amount of Ten Million Dollars
($10,000,000)  which Buyer has paid  Seller  pursuant to the terms of the Option
Agreement and any portion of the Supplemental Amount, if any, previously paid by
Buyer to Seller.

                  "Property"  means,  collectively,  that certain real  property
described  in Schedule  1(a) and the  leasehold  interests  in that certain real
property described in Schedule 1(b).

                  "Purchase  Price" means the amount of Twelve  Million  Dollars
($12,000,000)   and  up  to  an  additional  amount  of  Seven  Million  Dollars
($7,000,000) in the event that the Supplemental Amount has been paid by Buyer to
Seller as specified in Section 2.3 of the Option Agreement.

                  "Station Contracts" shall have the meaning set forth in
Section 3.10.

                  "Supplemental Amount" shall have the meaning set forth in the
Option Agreement.

                  "Survey"  means the surveys  for all parcels of real  property
described on Schedule 1(a), each of which shall be prepared by a registered land
surveyor  licensed in the State of Alabama  (the  "Surveyor"),  certified by the
Surveyor to Buyer and Buyer's  lender,  and showing (a) the  location of all lot
and street lines, (b) the location of encroachments, overhangs or projections by
buildings or  improvements  erected on adjacent  lands or on such real property,
(c) means of ingress and egress to public roads, (d) the location of all utility
and other easements,  rights of way,  set-back lines and other matters of record
affecting such real property; (e) a description and the location of all existing
improvements (including parking areas), and (f) such other facts and information
as Buyer may require.

                  "TBA" means that certain Time Brokerage Agreement, dated as of
December 21, 1995, by and between Seller and Buyer.

                  "Title  Insurance   Commitment"  means  an  irrevocable  title
insurance  commitment  issued by a title insurance  company  acceptable to Buyer
with respect to the real  property  described in Schedule 1(a) for (i) a prepaid
owner's policy of title insurance (on ALTA Form B 1990 or form offering  similar
coverage),  showing fee simple title to the real property  described in Schedule
1(a) in Buyer, with no exception as to survey matters,  no standard  pre-printed
exceptions,  no creditors'  rights  exceptions,  no exceptions for mechanics and
materialmen's  liens, no gap exceptions,  and affirmative  coverage as Buyer may
reasonably request, and (ii) a prepaid  full-coverage  mortgagee policy of title
insurance  (on the ALTA 1990 form or form  offering  similar  coverage),  naming
Buyer's lender as the insured party, with no exception as to survey matters,  no
standard pre-printed exceptions,  no creditors' rights exceptions, no exceptions
for  mechanics and  materialmen's  liens,  no gap  exceptions,  and  affirmative
coverage as Buyer may reasonably request,  insuring that the mortgage of Buyer's
lender  constitutes a valid and recorded first lien on a good and marketable fee
simple  interest in the real  property  described in Schedule  1(a).  The dollar
amount of each policy shall be equal to the amount of consideration allocated to
the real property pursuant to Section 12.

                  All  references  to Sections,  Exhibits and  Schedules  are to
Sections of and Exhibits and Schedules to this Agreement.

                                   ARTICLE 2.


                   SALE AND PURCHASE OF ASSETS; PURCHASE PRICE; PAYMENT OF
                   PURCHASE PRICE; ASSUMPTION OF LIABILITIES


        2.01      ASSET SALE.

                  On the basis of the representations, warranties and agreements
contained herein, and subject to the terms and conditions hereof,  Seller agrees
to sell,  assign,  transfer,  convey and deliver to Buyer,  and Buyer  agrees to
purchase from Seller, the Assets at the Closing.


        2.02      PURCHASE PRICE.

                  For and in  consideration  of the  conveyances and assignments
described  herein and in addition to the  assumption of liabilities as set forth
in Section 2.04, Buyer agrees to pay to Seller, and Seller agrees to accept from
Buyer, the Purchase Price (less the Option Consideration), subject to adjustment
for payment of expenses as provided for in Section 21. The Purchase  Price shall
be payable as described in Section 2.03.  The Purchase  Price shall be allocated
among the Assets in accordance with Section 12.


        2.03      PAYMENT OF PURCHASE PRICE.

                  On the Closing Date, the Buyer shall pay the adjusted Purchase
Price (as calculated in accordance with Section 2.02) to Seller by wire transfer
of immediately available funds.


        2.04      ASSUMPTION OF LIABILITIES.

                  At  the  Closing,   Buyer  shall  assume  only  the  following
liabilities  and  obligations  of Seller (the  "Assumed  Liabilities"):  (a) the
liabilities  and  obligations  of Seller to be performed  after the Closing Date
under the contracts,  agreements and leases set forth and described in Schedules
1(b) and 1(i) and (b) the  liabilities and obligations of Seller to be performed
after the Closing  Date under any  contracts,  agreements  and leases  which are
entered into after the date hereof (in compliance  with Section 7) and which are
identified in the certificate  referred to in Section 11.02(c).  Buyer shall not
assume or be deemed to assume any debts,  liabilities  or  obligations of Seller
except as specified in this Section 2.04. All such assumptions  pursuant to this
Section 2.04 shall be subject to Buyer's confirmation with creditors of existing
unperformed obligations.


                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES BY SELLER


                  Seller represents and warrants to Buyer as follows:

        3.01      ORGANIZATION AND STANDING.

                  Seller is a corporation  duly organized,  validly existing and
in good standing  under the laws of the State of Ohio and  authorized to conduct
business in the State of Alabama.  Neither the nature of the business  conducted
by Seller,  nor the character of the properties owned,  leased or otherwise held
by Seller makes any such  qualification  necessary in any other state,  country,
territory  or  jurisdiction.  Seller  has the full and  unrestricted  power  and
authority,  corporate and otherwise,  to own,  lease and operate the Assets,  to
carry on its business as now conducted,  and to enter into and perform the terms
of this Agreement,  the agreements,  and instruments referred to herein, and the
transactions contemplated hereby and thereby.

        3.02      AUTHORIZATION.

                  The execution,  delivery and performance of this Agreement and
of the agreements and instruments called for hereunder,  and the consummation of
the transactions contemplated hereby and by such agreements and instruments have
been duly and validly  authorized  by all  necessary  actions of Seller (none of
which  actions has been  modified or rescinded  and all of which  actions are in
full force and effect).  This  Agreement  constitutes,  and upon  execution  and
delivery  each other  agreement  and  instrument  will  constitute,  a valid and
binding  agreement and obligation of Seller,  enforceable in accordance with its
respective terms.  Except as specified in Section 3.05, the execution,  delivery
and  performance by Seller of this Agreement and the agreements and  instruments
called for hereunder will not require the consent,  approval or authorization of
any person, entity or governmental authority.

        3.03      LITIGATION; COMPLIANCE WITH LAW.

                  There is no action, suit, investigation, claim, arbitration or
litigation  pending or, so far as Seller knows,  threatened against or involving
either Seller, the Assets, the Station or the Station's business and operations,
at law or in  equity,  or before or by any  court,  arbitrator  or  governmental
authority,  and neither Seller nor the Station is operating  under or subject to
any  order,  judgment,   decree  or  injunction  of  any  court,  arbitrator  or
governmental  authority,  except for those listed in Schedule  3.03.  Seller has
complied  and  is  in  compliance  in  all  material  respects  with  all  laws,
ordinances,  regulations,  awards,  orders,  judgments,  decrees and injunctions
applicable  to Seller,  to the Assets,  to the Station and to its  business  and
operations, including all federal, state and local laws, ordinances, regulations
and orders  pertaining  to employment or labor,  safety,  health,  environmental
protection,  zoning and other matters. Seller has obtained all material permits,
licenses and approvals  (none of which has been modified or rescinded and all of
which are in full force and effect) from all governmental  authorities necessary
in order to conduct the  operation of the Station as presently  conducted and to
own, use and maintain the Assets.

        3.04      FINANCIAL STATEMENTS AND CONDITION; LIABILITIES.

                  3.04(a)  Seller has  prepared  and/or  furnished  to Buyer the
balance sheets of Seller as of the dates specified on Schedule 3.04(a),  and the
statements of income, stockholders' equity and changes in financial position for
the periods  specified on Schedule  3.04(a).  All of the  financial  statements,
including,  without  limitation,  the notes  thereto,  referred  to in  Schedule
3.04(a) or furnished to Buyer after the date hereof  pursuant to this Agreement:
(i) are in accordance  with the books and records of the Seller,  (ii) are true,
correct and complete in all material  respects and present  fairly the financial
position of Seller as of the respective  dates and the results of operations and
changes in cash flow for the respective periods  indicated,  and (iii) have been
prepared in accordance with generally accepted accounting  principles applied on
a basis  consistent  with prior  accounting  periods.  All  deposits and prepaid
expenses,  if any,  included as assets of Seller represent bona fide deposits or
payments  theretofore made by Seller, the benefit and advantage of which will be
obtained and enjoyed by Seller and, after the Closing Date, by Buyer.

                  3.04(b)  Except as reflected in the balance  sheets as of July
31, 1999,  including the notes  thereto,  there exist no  liabilities of Seller,
contingent or absolute,  matured or unmatured,  known or unknown. Since July 31,
1999, (i) Seller has not made any contract,  agreement or commitment or incurred
any obligation or liability  (contingent  or otherwise),  except in the ordinary
course of business and consistent with past business  practices,  (ii) there has
not been any discharge or  satisfaction  of any  obligation or liability owed to
Seller, which is not in the ordinary course of business or which is inconsistent
with  past  business  practices,  or (iii)  there has not  occurred  any loss or
material injury to the Assets as the result of any fire, accident, act of God or
the public  enemy,  or other  casualty,  or any adverse  material  change in the
Assets.


         3.05     ASSETS; CONSENTS.

                  3.05(a) The Assets to be  acquired  at the Closing  constitute
all of the real, personal, and mixed assets, both tangible and intangible,  that
are used,  held for use or  necessary  for the business  and  operations  of the
Station as presently conducted.

                  3.05(b)  Seller is the sole and exclusive  legal and equitable
owner  of all  right,  title  and  interest  in and has  good,  marketable,  and
insurable title to the Assets,  free and clear of any  Encumbrances,  except for
and  subject  only to (i) liens for real estate  taxes not yet due and  payable,
(ii)  existing  easements  of record on real  property  which do not  materially
impair the use of such  property for the purposes  contemplated  hereunder,  and
(iii) those  encumbrances set forth in Schedule 3.05(b),  which shall be removed
prior to or contemporaneously with the Closing Date.

                  3.05(c)  On  the  Closing  Date,  Buyer  shall  acquire  good,
marketable  and  insurable  title to, and all right,  title and interest in, the
Assets, free and clear of all Encumbrances, except for and subject only to liens
for real estate taxes not yet due and payable and  existing  easements of record
on real property which do not materially impair the use of such property for the
purposes contemplated hereunder.

                  3.05(d)  All of the  Assets to be  transferred  hereunder  are
transferable by Seller by Seller's sole act and deed, and no consent on the part
of any other person is  necessary to validate the transfer to Buyer,  except (i)
the Licenses  described in Schedule 1(g) are not assignable  without the consent
of the  Commission  as  provided  by law  and  (ii)  certain  of the  agreements
described in Schedules 1(b) and 1(i), as specified in Schedule  3.05(d),  may be
assigned only with the consent of third parties.

                  3.05(e) The Property and all of the  Improvements  have direct
and unobstructed  access to all public utilities necessary for the uses to which
the Property and all of the Improvements are presently  devoted by Seller and to
a public  street.  No portion of the Property or any  Improvement is the subject
of, or affected by, any  condemnation  or eminent domain  proceedings  currently
instituted  or pending,  and so far as Seller  knows,  no such  proceedings  are
threatened. The Property and the Improvements are not subject to any covenant or
other  restriction  preventing  or limiting  Seller's  right to convey  Seller's
right,  title and interest in the Property  and the  Improvements  or to use the
Property and the  Improvements  for the various  purposes for which the Property
and the Improvements are being used.


         3.06     CONDITION OF TANGIBLE ASSETS.

                  All  tangible  Assets  are in  good  operating  condition  and
repair,  and are  suitable,  adequate  and fit for the uses for  which  they are
intended or are being used; and the present use of such Assets do not violate in
any material  respect any  applicable  licenses,  statutes,  or building,  fire,
zoning, health and safety or any other laws or regulations. Without limiting the
foregoing, such tangible assets and operations thereof do not result in exposure
of workers  or the  general  public to levels of radio  frequency  radiation  in
excess of the "Radio  Frequency  Protection  Guides"  recommended  in  "American
National  Standard  Safety  Levels  With  Respect  to  Human  Exposure  to Radio
Frequency  Electromagnetic  Fields,  300 KHz to 100 GHz," issued by the American
National  Standards  Institute and which the Commission has  incorporated in its
rules and regulations.


         3.07     TRADEMARKS; LICENSES.

                  Schedule  1(h)  contains  a true and  complete  listing of all
franchises,  licenses,  trademarks,  trade names,  copyrights  and  applications
therefor  owned or licensed by or  registered  in the name of Seller and used or
held for use in the  business  and  operations  of the  Station,  other than the
Licenses,  all of which  are  transferable  to Buyer by the sole act and deed of
Seller;  and no consent on the part of any other person is necessary to validate
the  transfer  to Buyer.  Seller  pays no  royalty  to  anyone  under any of the
foregoing. Seller owns or possesses all rights to use all franchises,  licenses,
service marks,  trademarks,  trade names,  copyrights,  patents and applications
therefor  necessary to the conduct of the  business of the Station.  Seller does
not have any knowledge nor has Seller received any notice to the effect that any
service  rendered by Seller relating to the business of the Station may infringe
on any trademark,  service mark, trade name, copyright,  patent, trade secret or
legally protectable right of another.


         3.08     LICENSES.

                  The Licenses for the Station are valid  through  April 1, 2005
and there are no orders, complaints, proceedings or investigations,  pending or,
so far as Seller  knows,  threatened,  which  would  affect the  validity of the
Licenses.


         3.09     REPORTS AND RECORDS.

                  During the current term of the Licenses, all returns,  reports
and statements  relating to the Station currently required to be filed by Seller
with the Commission or any other  governmental  instrumentality  have been filed
and complied with and are true,  correct and complete in all material  respects.
All such reports, returns and statements shall continue to be filed on a current
basis until the Closing  Date,  and will be true,  correct,  and complete in all
material  respects.  During the  current  term of the  Licenses,  all  documents
required by the  Commission's  rules to be placed in the Station's  public files
have been  placed and are being held in such files.  During the current  term of
the Licenses, all logs and business records of every type and nature relating to
the  business  and  operations  of the  Station,  including  but not  limited to
political and public  record files,  program,  operating and  maintenance  logs,
equipment performance measurements, policies or evidence of insurance, licenses,
payroll,  social security and withholding tax returns,  operator  agreements and
other records pertaining to the business and operations of the Station have been
maintained in all material  respects in accordance with good business  practices
and the rules of the Commission and are, to the extent required, at the Station.


         3.10     CONTRACTS.

                  The  contracts,  agreements and leases set forth and described
in Schedules  1(b),  and 1(i) are all of the contracts,  agreements,  leases and
commitments (both written and oral) relating to the Assets, to the Station or to
the business and  operations  thereof,  other than (i) contracts for the sale of
advertising for cash, which are not for a term longer than thirty (30) days, and
(ii) contracts or commitments  which do not require payments of more than $5,000
each or $20,000 in the  aggregate.  Seller has  delivered  to Buyer prior to the
execution of this  Agreement  true and complete  copies or  descriptions  of all
contracts,   agreements,   leases  and  commitments   (and  all  amendments  and
modifications  thereto)  relating to the Assets,  the Station or to the business
and operations thereof (collectively,  the "Station Contracts"). The unperformed
obligations  ascertainable  from the terms on the face of the Station  Contracts
are the existing unperformed obligations thereunder. Each Station Contract is in
full force and effect, and constitutes a valid and binding obligation of, and is
legally  enforceable in accordance with its terms against,  the parties thereto.
The parties  thereto have  complied  with all of the material  provisions of the
Station Contracts and are not in default thereunder,  and there has not occurred
any event which (whether with or without notice, lapse of time, or the happening
or occurrence of any other event) would constitute such a default. There has not
been (i) any  failure of any party to any  Station  Contract  to comply with all
material provisions thereof, (ii) any default by any party thereunder, (iii) any
threatened cancellation thereof, (iv) any outstanding dispute thereunder, or (v)
any basis for any claim of breach or default thereunder.


         3.11     CONFLICTS.

                  Except  as set  forth in  Schedule  3.11,  the  execution  and
delivery  of this  Agreement  and the  agreements  and  instruments  called  for
hereunder,  the fulfillment of and the compliance with the respective  terms and
provisions of each, and the consummation of the transactions  described in each,
do not and will not  conflict  with or violate any law,  ordinance,  regulation,
order, award, judgment, injunction or decree applicable to Seller, to the Assets
or to the  Station,  or conflict  with or result in a breach of or  constitute a
default under any of the terms, conditions or provisions of Seller's articles of
incorporation  or bylaws,  or any contract,  agreement,  lease,  commitment,  or
understanding to which Seller is a party or by which Seller is bound or to which
any of the Assets or the Station is subject,  or result in the  acceleration  of
any indebtedness or in the creation of any Encumbrance upon the Assets.


         3.12     RELATED PARTIES.

                  Neither  Seller nor any  shareholder,  officer or  director of
Seller has any interest  whatsoever in any  corporation,  firm,  partnership  or
other business  enterprise which has had any business  transactions  with Seller
relating to the Assets or the Station,  and no shareholder of Seller has entered
into any transaction  with Seller relating to the Assets or the Station,  except
for those set forth in Schedule 3.12.


         3.13     TAXES.

                  The Seller has timely filed with all appropriate  governmental
agencies all federal, state,  commonwealth,  local, and other tax or information
returns  and tax  reports  (including,  but not  limited  to,  all  income  tax,
unemployment  compensation,  social  security,  payroll,  sales and use, profit,
excise, privilege,  occupation, property, ad valorem, franchise, license, school
and any other tax  under  the laws of the  United  States or of any state or any
commonwealth or any municipal entity or of any political  subdivision with valid
taxing authority) due for all periods ended on or before the date hereof. Seller
has paid in full all  federal,  state,  commonwealth,  foreign,  local and other
governmental  taxes,  estimated  taxes,  interest,  penalties,  assessments  and
deficiencies  (collectively,  "Taxes")  which have  become due  pursuant to such
returns or without  returns or pursuant to any  assessments  received by Seller.
Such returns and forms are true,  correct and complete in all material respects,
and Seller has no  liability  for any Taxes in excess of the Taxes shown on such
returns.  Seller is not a party to any  pending  action or  proceeding,  and, to
Seller's  knowledge,  there  is  no  action  or  proceeding  threatened  by  any
government  or authority  against  Seller for  assessment  or  collection of any
Taxes,  and no  unresolved  claim for  assessment or collection of any Taxes has
been asserted against Seller.


         3.14     EMPLOYEE BENEFIT PLANS.

                  3.14(a)  Except as  described  in  Schedule  3.14(a),  neither
Seller nor any  Affiliates  (as  defined  below)  have at any time  established,
sponsored,  maintained,  or made any  contributions  to, or been  parties to any
contract or other  arrangement  or been subject to any statute or rule requiring
them to  establish,  maintain,  sponsor,  or make any  contribution  to, (1) any
"employee  pension  benefit  plan" (as defined in Section  3(2) of the  Employee
Retirement Income Security Act of 1974, as amended,  and regulations  thereunder
("ERISA"))  ("Pension  Plan");  (ii) any  "employee  welfare  benefit  plan" (as
defined  in  Section  3(1) of ERISA)  ("Welfare  Plan");  or (iii) any  deferred
compensation,  bonus,  stock option,  stock purchase,  or other employee benefit
plan,  agreement,  commitment,  or arrangement  ("Other  Plan").  Seller and the
Affiliates  have no  obligations  or  liabilities  (whether  accrued,  absolute,
contingent, or unliquidated,  whether or not known, and whether due or to become
due) with respect to any "employee  benefit plan" (as defined in Section 3(3) of
ERISA) or Other Plan that is not listed in  Schedule  3.14(a).  For  purposes of
this Section 3.14, the term  "Affiliate"  shall include all persons under common
control  with Seller  within the meaning of  Sections  4001(a)(14)  or (b)(1) of
ERISA or any regulations promulgated thereunder, or Sections 414(b), (c), (m) or
(o) of the Internal Revenue Code of 1986, as amended (the "Code").

                  3.14(b) Each plan or  arrangement  listed in Schedule  3.14(a)
(and any related trust or insurance  contract  pursuant to which  benefits under
such  plans or  arrangements  are funded or paid) has been  administered  in all
respects in full  compliance with its terms and in both form and operation is in
compliance  with  applicable  provisions of ERISA,  the Code,  the  Consolidated
Omnibus Budget Reconciliation Act of 1986 and regulations thereunder,  and other
applicable law. Each Pension Plan listed in Schedule 3.14(a) has been determined
by the Internal  Revenue  Service to be qualified  under Section  401(a) and, if
applicable, Section 401(k) of the Code, and nothing has occurred or been omitted
since the date of the last such  determination  that resulted or could result in
the revocation of such  determination.  Seller and the Affiliates  have made all
required  contributions or payments to or under each plan or arrangement  listed
in  Schedule  3.14(a) on a timely  basis and have made  adequate  provision  for
reserves to meet  contributions  and payments  under such plans or  arrangements
that have not been made because they are not yet due.

                  3.14(c) The consummation of this Agreement (and the employment
by Buyer of former  employees of Seller or any employees of an  Affiliate)  will
not result in any carryover liability to Buyer for taxes, penalties, interest or
any other claims resulting from any employee benefit plan (as defined in Section
3(3) of ERISA) or Other Plan. In addition,  Seller and each  Affiliate  make the
following  representations  (i) as to all of their  Pension  Plans:  (A) neither
Seller nor any Affiliate has become liable to the PBGC under ERISA under which a
lien could attach to the assets of Seller or an  Affiliate;  (B) Seller and each
Affiliate has not ceased operations at a facility so as to become subject to the
provisions of Section  4062(e) of ERISA;  and (C) Seller and each  Affiliate has
not made a complete or partial  withdrawal from a multiemployer plan (as defined
in Section  3(37) of ERISA) so as to incur  withdrawal  liability  as defined in
Section 4201 of ERISA,  and (ii) all group health plans maintained by the Seller
and each Affiliate have been operated in compliance with Section 4980B(f) of the
Code.

                  3.14(d)  The  parties  agree  that Buyer does not and will not
assume the sponsorship of, or the  responsibility  for  contributions to, or any
liability in connection  with, any Pension Plan, any Welfare Plan, or Other Plan
maintained  by Seller  or an  Affiliate  for its  employees,  former  employees,
retirees,  their  beneficiaries  or any other  person.  In addition and not as a
limitation  of the  foregoing  covenant,  the parties agree that Seller and such
Affiliate  shall  be  liable  for  any  continuation   coverage  (including  any
penalties,  excise  taxes or  interest  resulting  from the  failure  to provide
continuation  coverage)  required by Section 4980B of the Code due to qualifying
events which occur on or before Closing Date.


         3.15     ENVIRONMENTAL MATTERS.

                  3.15(a) For purposes of this  section,  "Hazardous  Materials"
means any wastes,  substances,  or materials,  whether solids, liquids or gases,
that are deemed hazardous, toxic, pollutants, or contaminants, including but not
limited to substances  defined as "hazardous  wastes,"  "hazardous  substances,"
"toxic substances,"  "radioactive  materials," or other similar designations in,
or  otherwise  subject to  regulation  under,  the  Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980,  ("CERCLA") as amended by the
Superfund  Amendments and  Reauthorization  Act of 1986 ("SARA"),  42 U.S.C. ss.
9601 et seq.; the Toxic Substance  Control Act ("TSCA"),  15 U.S.C.  ss. 2601 et
seq.; the Hazardous  Materials  Transportation  Act, 49 U.S.C. ss. 1802 et seq.;
the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. ss. 9601 et seq.;
the Clean Water Act ("CWA"), 33 U.S.C. ss. 1251 et seq.; the Safe Drinking Water
Act, 42 U.S.C.  ss. 300f et seq.; the Clean Air Act ("CAA"),  42 U.S.C. ss. 7401
et seq.; or other applicable federal, state, or local laws, including any plans,
rules,  regulations,  orders,  or  ordinances  adopted,  or other  criteria  and
guidelines  promulgated  pursuant to the  preceding  laws or other similar laws,
regulations, rules, orders, or ordinances now or hereafter in effect relating to
the protection of human health and the environment (collectively  "Environmental
Laws").  "Hazardous  Materials"  includes but is not limited to  polychlorinated
biphenyls (PCBs), asbestos and lead-based paints.

                  3.15(b)Seller's Environmental Representations and Warranties.
Seller hereby represents and warrants that except as set forth on
Schedule 3.15(b):

                                  (i)       There are no pending or, to Seller's
knowledge threatened, actions, suits, claims, legal proceedings  or any  other
proceedings  based  on  Hazardous  Materials  or the Environmental  Laws at the
Property,  or any part thereof,  or otherwise arising from Seller's activities
at the Property involving Hazardous Materials;

                                  (ii)  To  Seller's  knowledge,  there  are  no
conditions, facilities, procedures or any other facts
or circumstances which could give rise to claims, expenses, losses, liabilities,
or governmental  action against Buyer in connection with any Hazardous Materials
present at or disposed of from the Property,  including  without  limitation the
following  conditions  arising out of,  resulting from, or attributable  to, the
assets,  business, or operations of Seller at the Property:  (A) the presence of
any Hazardous  Materials on the Property or the release or threatened release of
any Hazardous Materials into the environment from the Property; (B) the off-site
disposal  of  Hazardous  Materials  originating  on or from the  Property or the
business or operations of Seller;  (C) the release or threatened  release of any
Hazardous Materials into any storm drain, sewer, septic system or publicly owned
treatment works; (D) any noncompliance with federal, state or local requirements
governing  occupational safety and health, or presence or release in the air and
water  supply  systems of the Property of any  substances  that pose a hazard to
human  health  or an  impediment  to  working  conditions;  or (E) any  facility
operations,  procedures  or designs,  which do not conform to the  statutory  or
regulatory requirements of any Environmental Laws.

                                  (iii)     To Seller's knowledge, neither
polychlorinated biphenyls nor asbestos-containing materials are present on or in
the Property.

                                  (iv)  The  Property  contains  no  underground
storage tanks, or underground piping associated with tanks, used currently or,
to Seller's knowledge, in the past for the management of Hazardous Materials.


         3.16     LABOR RELATIONS.

                  There are no strikes, work stoppages,  grievance  proceedings,
union organization efforts, or other controversies pending or threatened between
Seller and any of its employees or agents or any union or collective  bargaining
unit. Seller has complied and is in compliance in all material respects with all
laws and  regulations  relating to the  employment of labor,  including  without
limitation   provisions  relating  to  wages,  hours,   collective   bargaining,
occupational  safety  and  health,   equal  employment   opportunity,   and  the
withholding  of income taxes and social  security  contributions.  Except as set
forth in Schedule 3.16 hereto, there are no collective  bargaining agreements or
employment agreements between Seller and any of its employees.  The consummation
of the transactions  contemplated hereby will not cause Buyer to incur or suffer
any  liability  relating to, or obligation to pay,  severance,  termination,  or
other  payments to any person or entity.  Except as set forth in  Schedule  3.16
hereto, no employee of Seller has any contractual right to continued  employment
by  Seller  following  consummation  of the  transactions  contemplated  by this
Agreement.  Seller has  previously  delivered  to Buyer an accurate and complete
list,  a date  no  more  than  fourteen  (14)  days  prior  to the  date of this
Agreement,  of all employees of Seller and the rate of  compensation  (including
salary, bonuses and commissions) of each such employee.


         3.17     BROADCAST OF PROGRAMMING

                  The motion pictures,  feature films,  and syndicated  programs
for which Seller has obtained broadcast rights have been scheduled and broadcast
in the ordinary  course of business,  consistent  with  Seller's  past  business
practices and with customary practices in the television broadcast industry.


         3.18     INSURANCE.

                  Schedule  3.18  contains a list and brief  description  of all
policies  of  title,  property,  fire,  casualty,   liability,  life,  workmen's
compensation,  business  interruption  and other forms of  insurance of any kind
relating to the Assets or the business and  operations  of the Station and owned
or held by Seller. All such policies: (i) are in full force and effect; (ii) are
sufficient  for  compliance  in  all  material   respects  by  Seller  with  all
requirements of law and of all agreements to which Seller is a party;  (iii) are
valid,  outstanding,  and enforceable policies; and (iv) insure against risks of
the kind  customarily  insured  against  and in amounts  customarily  carried by
corporations  similarly situated and provide adequate insurance coverage for the
Assets and the Station (including the business and operations thereof).


         3.19     DISCLOSURE.

                  All facts of material importance to the Assets, to the Station
and to the business of Seller have been fully and truthfully  disclosed to Buyer
in this  Agreement.  No  representation  or warranty by Seller and no  document,
statement,  certificate,  schedule or exhibit to be  furnished  or  delivered to
Buyer pursuant to or in connection with this Agreement  contains or will contain
any material  untrue or  misleading  statement of fact or omits or will omit any
fact necessary to make the statements contained herein or therein not materially
misleading.

                                   ARTICLE 4.

                     REPRESENTATIONS AND WARRANTIES BY BUYER


                  Buyer represents, warrants and covenants to Seller as follows:


         4.01     ORGANIZATION AND STANDING.

                  Buyer is a corporation duly organized, validly existing and in
good  standing  under the laws of the State of Delaware  and by the Closing Date
will be duly qualified to do business as a foreign corporation in Alabama. Buyer
has the full and unrestricted power and authority,  corporate and otherwise,  to
enter  into  and  perform  the  terms  of this  Agreement,  the  agreements  and
instruments  referred to herein,  and the transactions  contemplated  hereby and
thereby.


         4.02     AUTHORIZATION.

                  The execution,  delivery and performance of this Agreement and
of the agreements and instruments called for hereunder,  and the consummation of
the  transactions  contemplated  hereby and thereby,  have been duly and validly
authorized  by all  necessary  actions of Buyer (none of which  actions has been
modified or  rescinded  and all of which  actions are in full force and effect).
This Agreement constitutes, and upon execution and delivery each other agreement
and instrument will constitute,  a valid and binding agreement and obligation of
Buyer,  enforceable  in accordance  with its  respective  terms.  Except for the
consent of the Commission to the  assignment to Buyer of the Licenses  described
in Schedule  1(g),  the  pre-merger  notification  clearance  required under the
Hart-Scott-Rodino  Antitrust  Improvements  Act of  1976,  as  amended,  and any
consents  which may be required  from  certain  lenders of Buyer as described in
Schedule  4.02,  the  execution,  delivery  and  performance  by  Buyer  of this
Agreement and the  agreements  and  instruments  called for  hereunder  will not
require  the  consent,  approval  or  authorization  of any  person,  entity  or
governmental authority.


         4.03     QUALIFICATION AS LICENSEE.

                  Except for possible  contour overlap with  television  station
WCFT-TV,  Tuscaloosa,  Alabama,  Buyer  knows of no reason  why it should not be
found by the Commission to be qualified under the Communications Act of 1934, as
amended,  and the  Commission's  rules and regulations to become the licensee of
the Station.

                                   ARTICLE 5.

                       APPLICATION FOR COMMISSION CONSENT

                  As promptly as practicable and no later than ten (10) business
days following the execution of this Agreement,  Seller and Buyer shall take all
steps  reasonably  necessary  to file and  shall  participate  in the  filing of
applications  with the Commission  (the  "Applications")  requesting its written
consent to the  assignment  of the Licenses for the Station (and any  extensions
and renewals  thereof)  from Seller to Buyer.  Seller and Buyer will  diligently
take  all  necessary  and  proper  steps,  provide  any  additional  information
reasonably  requested,  and  otherwise use their best efforts in order to obtain
promptly  the  requested  consent  and  approval  of  the  Applications  by  the
Commission;  provided  that  neither  of  the  parties  hereto  shall  have  any
obligation to take any unreasonable steps to satisfy complainants, if any, or to
participate in any evidentiary  hearing (other than a hearing at which only oral
argument is to be presented).


                                   ARTICLE 6.

                                HART-SCOTT-RODINO

                  As promptly as practicable  and no later than thirty (30) days
following the execution of this  Agreement,  Seller and Buyer shall complete any
filing  that  may  be  required  pursuant  to  the  Hart-Scott-Rodino  Antitrust
Improvements  Act of 1976,  as  amended,  or shall  mutually  agree that no such
filing is required.  Seller and Buyer shall  diligently  take all  necessary and
proper  steps and provide any  additional  information  reasonably  requested in
order to comply with the requirements of such Act.


                                   ARTICLE 7.

                       COVENANTS AND AGREEMENTS OF SELLER


                  Seller covenants and agrees with Buyer as follows:


         7.01     NEGATIVE COVENANTS.

                  Pending and prior to the Closing, Seller will not, without the
prior written approval of Buyer, do or agree to do any of the following:

                  7.01(a)   Dispositions;   Mergers.   Sell,  assign,  lease  or
otherwise  transfer or dispose of any of the Assets or merge or consolidate with
or into any other entity or enter into any  negotiations or agreements  relating
thereto; provided, however, Seller may sell, assign, lease or otherwise transfer
or dispose of any asset  described in Schedule 1(f) if such asset is expended in
the  ordinary  course  of  business,  consistent  with  Seller's  past  business
practices and with customary practices in the television broadcast industry, and
property or equipment of like kind and equivalent value is substituted therefor.

                  7.01(b) Accounting Principles and Practices.  Change or modify
any of Seller's  accounting  principles  or  practices or any method of applying
such principles or practices.

                  7.01(c)  Trade-Outs.  Enter into any trade-out  agreement,  or
similar contract,  commitment or understanding to provide broadcast time, except
those which are in the ordinary  course of business and consistent with Seller's
past  business  practices  and  the  TBA  and  which  can be and  are  performed
completely prior to the Closing Date.

                  7.01(d)  Broadcast Time  Agreements.  Enter into any broadcast
time sales agreement,  contract,  commitment or understanding  except those that
are in the ordinary course of business and consistent  with customary  practices
in the television broadcast industry and the TBA.

                  7.01(e)  Local  Marketing  Arrangements.  Except  for the TAB,
acquire  or  enter  into  any  local  marketing  arrangements,   time  brokerage
agreements or other similar contracts.

                  7.01(f)  Program  Contracts.  Acquire  or  enter  into any new
program contracts or renew, extend, amend, alter, modify or otherwise change any
existing  program  contract,  except  that  Seller  may enter  into new  program
contracts,  consistent with the terms of the TBA, which have a term of less than
six months.

                  7.01(g) Additional Agreements.  Materially modify or amend any
of the agreements  listed in Schedule 3.05(d) which are marked by an asterisk or
enter into any other agreements, contracts, leases, commitments, understandings,
or licenses (collectively,  "Additional  Agreements") or incur any obligation or
liability  (contingent or absolute);  provided,  however,  that Seller may enter
into  trade-out  agreements,  broadcast time  agreements  and program  contracts
consistent  with  this  Section  7.01 and the  terms  of the  TBA;  and that any
Additional  Agreements  are  entered  into in the  ordinary  course of  business
consistent with Seller's past business practices and customary  practices in the
television  broadcast  industry,  so long as such  Additional  Agreements do not
involve  payments or obligations in excess of One Million  Dollars  ($1,000,000)
for all such Additional Agreements in the aggregate.

                  7.01(h) Breaches;  Employment Contracts.  Do or omit to do any
act (or permit such action or  omission)  which will cause a material  breach of
any Station Contract;  enter into or become subject to any employment,  labor or
union contract, any professional service contract not terminable at will, or any
bonus, pension, insurance, profit sharing, deferred compensation, severance pay,
retirement,  hospitalization,  employee benefit, or other similar plan; increase
the compensation payable or to become payable to any employee; or pay or arrange
to pay any bonus payment to any employee.

                  7.01(i)  Actions  Affecting  Licenses or  Contracts.  Take any
action which under  existing law may  reasonably  be expected to have a material
adverse effect on the validity or enforceability of or rights under the Licenses
or any material lease or contract.

                  7.01(j) Programming.  Program or broadcast any motion picture,
feature film or syndicated  program,  except in the ordinary course of business,
within  the  terms  of the  TBA  and  consistent  with  Seller's  past  business
practices.

                  7.01(k)  Accounts.  Accelerate  the  collection  of or sell or
assign any accounts  receivable,  or decelerate the payment of accounts payable,
except in order to conform with Seller's  past business  practices and the terms
of the TBA.


         7.02     AFFIRMATIVE COVENANTS.

                  Pending and prior to the Closing Date, Seller will:

                  7.02(a) Preserve  Existence.  Preserve its corporate existence
and business organization intact, maintain its existing franchises and licenses,
use its  reasonable  best efforts to preserve for Buyer its  relationships  with
suppliers,  customers,  employees  and others  having  business  relations  with
Seller, and keep all Assets in their present  condition,  ordinary wear and tear
excepted.

                  7.02(b) Normal Operations. Subject to the terms and conditions
of this Agreement  (including,  without limitation,  Section 7.01) and the terms
and  conditions  of the TBA:  (i) carry on the business  and  activities  of the
Station,  including without  limitation,  the sale of advertising time, entering
into  trade or barter  arrangements,  entering  into other  agreements,  leases,
commitments or understandings,  or purchasing and scheduling of programming,  in
the usual and ordinary course of business consistent with Seller's past business
practices and with  customary  practices in the television  broadcast  industry;
(ii) pay or otherwise  satisfy all obligations  (cash and barter) of the Station
as they come due and payable;  (iii) maintain all of its properties in customary
repair,  order and condition;  and (iv) maintain its books of account,  records,
and files in substantially the same manner as heretofore.

                  7.02(c)  Maintain  Licenses.  Maintain  the  validity  of  the
Licenses,  and comply in all material respects with all rules and regulations of
the Commission.

                  7.02(d)  Payables.  Pay  all  of its  obligations,  including,
without  limitation,  obligations under the Station Contracts and under any such
contracts  that shall be entered  into  between  the date hereof and the Closing
pursuant to Section 7.01, as and when they become due and payable.

                  7.02(e) Corporate Action.  Take all corporate action under the
law  of  the  State  of  Ohio  are  necessary  to  effectuate  the  transactions
contemplated by this Agreement and by the agreements and instruments  called for
hereunder.

                  7.02(f) Transfer Tax; Bulk Sales. Take all necessary action to
provide for the payment of all  applicable  state sales,  transfer or use taxes,
and to comply with all applicable  bulk transfer and similar laws, in connection
with the  transactions  contemplated  by this  Agreement and the  agreements and
instruments called for hereunder.

                  7.02(g)   Access.   Give  to  Buyer  and  Buyer's   authorized
representatives  full and complete access upon  reasonable  notice during normal
business hours to Seller's properties,  books, records, contracts,  commitments,
facilities, premises, and equipment and to Seller's officers and employees.

                  7.02(h)  Other  Information.  Provide  to Buyer all such other
information  and copies of documents  concerning  Seller,  the  operation of the
Station, the Assets, and Seller's customers and suppliers as Buyer may request.

                  7.02(i)  Insurance.  Maintain  in full force and effect all of
its existing casualty,  liability, and other insurance through the day following
the Closing Date in amounts not less than those in effect on the date hereof.

                  7.02(j)  Financial  Statements.  Provide Buyer with  unaudited
statements  of assets and  liabilities  and  statements of revenues and expenses
reflecting  the results of the  business and  operations  of the Station for the
preceding  twelve (12) months,  within thirty (30) days of the end of the fiscal
year.  All  of  the  foregoing  financial   statements  shall  comply  with  the
requirements concerning financial statements set forth in Section 3.04.

                  7.02(k) Interruption in Broadcast Operations.  Promptly notify
Buyer in writing if any Station ceases to broadcast at its authorized  power for
more than 48 consecutive hours.

                  7.02(l)  Consents.  Obtain  third party  consents to assign to
Buyer those agreements on Schedule 3.05(d) which are marked with an asterisk and
use its best efforts to obtain third party  consents for assignment of all other
agreements listed on Schedule 3.05(d).


         7.03     REMOVAL OF MATERIALS.

                  Any building materials or other items located in or around the
Property which qualify as Hazardous Wastes or Toxic Substances shall immediately
be removed from the Property at Seller's cost and expense.


         7.04     CONFIDENTIALITY.

                  Seller  will  use  its  best   efforts  to   maintain   strict
confidentiality  with  respect to all  documents  and  information  furnished to
Seller by or on behalf of Buyer;  provided,  however,  that Seller shall have no
such obligations  with respect to confidential  information that (i) is a matter
of public  knowledge or (ii) has been or is hereafter  publicly  disclosed other
than by or through  Seller.  In the event this Agreement is  terminated,  Seller
will return to Buyer all  documents,  drafts,  work papers,  and other  material
prepared  or  furnished  by  Buyer  relating  to the  transactions  contemplated
hereunder, whether obtained before or after the execution of this Agreement.


         7.05     EMPLOYEES.

                  For a period  commencing  upon the execution of this Agreement
and ending  twelve  (12)  months  following  the  Closing  Date,  Seller and its
affiliates  will not  offer  employment  elsewhere  than at the  Station  to any
employee of Seller  currently  employed at the Station without the prior written
approval of Buyer.


                                   ARTICLE 8.

                        COVENANTS AND AGREEMENTS OF BUYER

                  Buyer covenants and agrees with Seller as follows:


         8.01     CONFIDENTIALITY.

                  Buyer will maintain strict confidentiality with respect to all
documents  and  information  furnished  to  Buyer  by or on  behalf  of  Seller;
provided,  however,  that Buyer shall have no such  obligations  with respect to
confidential  information  that (i) is a matter of public  knowledge or (ii) has
been or is hereafter  publicly  disclosed other than by or through Buyer. In the
event this  Agreement is  terminated,  Buyer will return to Seller all copies in
its possession of documents, drafts, work papers, and other material prepared or
furnished by Seller relating to the transactions contemplated hereunder, whether
obtained  before or after the execution of this Agreement and the agreements and
instruments called for hereunder.


                  8.02     CORPORATE ACTION.

                  Prior to the Closing,  Buyer shall take all  corporate  action
under the law of the State of Delaware  necessary to effectuate the transactions
contemplated by this Agreement and by the agreements and instruments  called for
hereunder.


                                   ARTICLE 9.

               CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

                  The obligations of Buyer to purchase the Assets and to proceed
with the  Closing  are  subject to the  satisfaction  (or waiver by Buyer) at or
prior to the Closing of each of the following conditions:


         9.01     REPRESENTATIONS AND COVENANTS.

                  The representations and warranties of Seller made herein or in
any agreement,  instrument or document called for hereunder shall have been true
and  correct  when made and shall be true and  correct  on the  Closing  Date as
though such  representations  and warranties  were made on and as of the Closing
Date,  and Seller shall have  performed  and  complied  with all  covenants  and
agreements required by this Agreement to be performed or complied with by Seller
prior to the Closing Date.


         9.02     CONSENTS.

                  Seller  shall  have  obtained  prior to the  Closing  Date all
consents  necessary to effect valid  assignments to Buyer of those  contracts on
Schedule  3.05(d)  which are  marked  with an  asterisk  and all other  consents
necessary to consummate the transactions contemplated hereby (except for the FCC
Order which shall be governed by Section 9.04).


         9.03     DELIVERY OF DOCUMENTS.

                  Seller  shall  have   delivered   to  Buyer  all   agreements,
instruments  and documents  required to be delivered by Seller to Buyer pursuant
to Section 11.02.


         9.04     FCC ORDER.

                  The FCC Order shall have become a Final Order with  respect to
the Station.


         9.05     TITLE INSURANCE COMMITMENT AND SURVEY.

                  Buyer shall have received the Title  Insurance  Commitment and
Survey  referred  to in Section 1 for the real  property  described  in Schedule
1(a), in form and substance satisfactory to Buyer.


         9.06     LEGAL PROCEEDINGS.

                  No  action  or  proceeding  by  or  before  any   governmental
authority  shall  have  been  instituted  or  threatened  (and not  subsequently
dismissed,  settled or otherwise  terminated) which might restrain,  prohibit or
invalidate the transactions contemplated by this Agreement (other than an action
or proceeding instituted or threatened by Buyer).


         9.07     HART-SCOTT-RODINO.

                  All  applicable  waiting  periods under the  Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, shall have expired.

         9.08     ABSENCE OF MATERIAL CHANGE.

                  Neither  the  Station  nor the Assets  shall  have  suffered a
material  adverse  change  since the date  hereof,  and there shall have been no
changes since the date hereof in the business, operations,  prospects, condition
(financial or otherwise),  properties,  assets or liabilities of Seller,  of the
Station or of the Assets  (regardless  of whether or not such  events or changes
are consistent with the  representations and warranties given herein by Seller),
except changes contemplated by this Agreement and changes in the ordinary course
of business which are not (either  individually or in the aggregate)  materially
adverse.


                                   ARTICLE 10.

              CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE.

                  The obligation of Seller to sell, transfer, convey and deliver
the Assets and to proceed with the Closing are subject to the  satisfaction  (or
waiver  by  Seller)  at or  prior  to the  Closing  of  each  of  the  following
conditions:


         10.01    REPRESENTATIONS AND COVENANTS.

                  The  representations  and  warranties  of  Buyer  made in this
Agreement or in any agreement, instrument or document called for hereunder shall
have  been true and  correct  when  made and  shall be true and  correct  on the
Closing Date as though such  representations  and warranties were made on and as
of the  Closing  Date,  and Buyer shall have  performed  and  complied  with all
covenants  and  agreements  required to be performed  or complied  with by Buyer
prior to the Closing Date.


         10.02    DELIVERY OF DOCUMENTS.

                  Buyer shall have  delivered to Seller the  Purchase  Price and
all agreements,  instruments and documents  required to be delivered by Buyer to
Seller pursuant to Section 11.03.


         10.03    FCC ORDER.

                  The FCC Order  shall  have been  issued  with  respect  to the
Station.


         10.04    LEGAL PROCEEDINGS.

                  No  action  or  proceeding  by  or  before  any   governmental
authority  shall  have  been  instituted  or  threatened  (and not  subsequently
dismissed,  settled, or otherwise  terminated) that might restrain,  prohibit or
invalidate the transactions contemplated by this Agreement, other than an action
or proceeding instituted or threatened by Seller.


         10.05    HART-SCOTT-RODINO.

                  All  applicable  waiting  periods under the  Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, shall have expired.


                                   ARTICLE 11.

                                   THE CLOSING


         11.01    CLOSING.

                  Unless  otherwise  agreed by the parties  hereto,  the Closing
hereunder  shall be held on a date  specified  by  Buyer  within  ten (10)  days
following the date that the FCC Order  becomes a Final Order.  The Closing shall
be held at  10:00  A.M.  local  time  at the  offices  of  Hogan  &  Hartson  in
Washington, D.C. or at such other time and place as the parties may agree.


         11.02    DELIVERY BY SELLER.

                  At or before the Closing,  Seller  shall  deliver to Buyer the
following:

                  11.02(a)  Agreements and  Instruments.  The following bills of
sale, statements, assignments and other instruments of transfer, dated as of the
Closing Date,  in form  sufficient to transfer and convey to Buyer title (of the
quality provided for in this Agreement) to the Assets:

                         (i)      the Assignment of Leases;

                         (ii)     the Bill of Sale;

                         (iii)    the Assignment of Licenses;

                         (iv)      the Assignment of Contracts;

                         (v)      the Deed; and

                         (vi) such other  instruments  or  documents as Buyer or
Buyer's senior lender may reasonably request.

                  11.02(b) Consents.  Copies of all consents necessary to effect
valid  assignments to Buyer of all of the agreements  listed on Schedule 3.05(d)
which are marked with an asterisk and any other consents Seller has been able to
obtain.

                         11.02(c)  Certificate Concerning Interim Agreements.
A certificate of Seller describing all broadcast time sales  agreements  made,
all trade-out  agreements  entered into, and all other contracts,  agreements
and leases entered into by Seller between the date hereof and the Closing Date,
and certifying that such agreements,  contracts and leases were entered into in
accordance with Section 7.01.

                         11.02(d)  Corporate Resolutions.  Copies of the
resolutions of directors and shareholders of Seller, certified  as being correct
and  complete  and then in full force and  effect, authorizing  the execution,
delivery and  performance of this Agreement and the agreements and  instruments
called for hereunder,  and the  consummation of the transactions contemplated
hereby and by such agreements and instruments.

                         11.02(e)  Officers' Certificate.  A certificate of
Seller signed by the President and the Secretary of Seller certifying  that the
representations  and warranties of Seller made herein were true and correct in
all material  respects as of the date of this  Agreement and are true and
correct in all material  respects as of the Closing Date,  and that
Seller has performed and complied with all covenants and agreements  required to
be performed or complied with by Seller on or prior to the Closing Date.

                         11.02(f)  Opinion of Counsel.  An opinion of counsel
for Seller, dated the Closing Date, addressed to Buyer and to Buyer's lender,
substantially in the form attached hereto as Exhibit F.

                         11.02(g)  Seller's IRS Form 8594.  Internal Revenue
Service Form 8594 completed by Seller in connection with the acquisition of
the Assets by Buyer.


         11.03    DELIVERY BY BUYER.

                  At or before the  Closing,  Buyer shall  deliver to Seller the
following:

                  11.03(a)  Purchase Price.

                         (i)  The Purchase Price in the amount and manner set
                              forth in Section 2.

                  11.03(b)  Assumption Agreement.  The Assumption Agreement.

                  11.03(c) Corporate  Resolutions.  Copies of the resolutions of
the directors of Buyer, certified as being correct and complete and then in full
force and effect,  authorizing  the execution,  delivery and performance of this
Agreement and the  agreements  and  instruments  called for  hereunder,  and the
consummation  of the  transactions  contemplated  by this  Agreement and by such
agreements and instruments.

                  11.03(d) Officers' Certificate.  A certificate of Buyer signed
by the President and the Secretary of Buyer certifying that the  representations
and  warranties  of Buyer made  herein  were true and  correct  in all  material
respects  as of the  date of this  Agreement  and are true  and  correct  in all
material  respects  as of the Closing  Date,  and that Buyer has  performed  and
complied with all covenants and agreements  required to be performed or complied
with by Buyer prior to the Closing Date.

                  11.03(e)  Buyer's IRS Form 8594.  Internal Revenue Service
Form 8594 completed by Buyer in connection with the acquisition of the Assets
by Buyer.


                                   ARTICLE 12.

                    ALLOCATION OF PURCHASE PRICE AMONG ASSETS

                  Seller and Buyer each represent,  warrant, covenant, and agree
with each other that the Purchase Price shall be allocated among the Assets,  as
set forth in an appraisal of the  tangible  assets to be performed  prior to the
Closing (at Buyer's sole expense) by Bond & Pecaro, for purposes of all federal,
state and other income tax returns filed by it or other tax payments made by it.
Notwithstanding  any other provision of this  Agreement,  the provisions of this
Section 12 shall survive the Closing Date without limitation.


                                   ARTICLE 13.

                             POSSESSION AND CONTROL

                  Between the date hereof and the Closing Date,  Buyer shall not
directly or  indirectly  control,  supervise  or direct,  or attempt to control,
supervise  or direct,  the  business and  operations  of the  Station,  and such
operation,  including complete control and supervision of all programs, shall be
the sole responsibility of Seller; provided, however, Buyer shall be entitled to
inspect the Assets as provided in Section 7.02(h) so that an  uninterrupted  and
efficient transfer of ownership may be effected.  On and after the Closing Date,
Seller shall have no control over, or right to intervene or participate  in, the
business and operations of the Station.


                                   ARTICLE 14.

                                  RISK OF LOSS

                  The risk of loss or damage by fire or other  casualty or cause
to the Assets until the Closing Date shall be upon Seller.  In the event of such
loss or damage prior to the Closing Date, Seller shall promptly restore, replace
or repair the damaged Assets to their  previous  condition at Seller's sole cost
and expense.  In the event such loss or damage shall not be restored,  replaced,
or repaired as of the  Closing  Date,  Buyer  shall,  at its option,  either (a)
proceed  with the Closing and receive  all  insurance  proceeds to which  Seller
would be entitled as a result of such loss or damage (provided, however, if such
proceeds do not equal the loss,  Seller shall pay the  deficiency to Buyer),  or
(b) defer the Closing Date until such restorations,  replacements or repairs are
made  (provided  that no such  deferral  shall  affect  the  right  of  Buyer to
terminate this Agreement pursuant to the provisions of Section 16).


                                   ARTICLE 15.

                            SURVIVAL; INDEMNIFICATION

         15.01    SURVIVAL OF SELLER'S REPRESENTATIONS.

                  Except  as  otherwise   specified,   the  representations  and
warranties made by Seller in this Agreement or pursuant hereto shall survive the
Closing Date for a period of two (2) years, provided that Sections 3.13 and 3.15
shall survive the Closing Date for a period equal to the  applicable  statute of
limitations and Section 3.05(b) shall survive without limitation as to time, and
the  representations  and warranties made by Seller shall also survive and shall
be unaffected by (and shall not be deemed waived by) any  investigation,  audit,
appraisal, or inspection at any time made by or on behalf of Buyer.

         15.02    INDEMNIFICATION BY SELLER.

                  Subject to the  conditions  and  provisions of Section  15.05,
Seller agrees to indemnify,  defend and hold harmless Buyer,  Buyer's employees,
managers and directors  ("Buyer  Indemnified  Parties")  from and against and in
respect of any and all demands, claims, complaints, actions or causes of action,
suits, proceedings, investigations,  arbitrations, assessments, losses, damages,
liabilities,  costs and  expenses,  including,  but not  limited  to,  interest,
penalties and attorneys' fees and disbursements,  asserted against, imposed upon
or incurred by Buyer Indemnified Parties,  directly or indirectly,  by reason of
or  resulting  from  (a) any  liability,  obligation,  or claim  against  Seller
(whether absolute,  accrued,  contingent or otherwise and whether a contractual,
tax or any other type of liability or obligation or claim) not expressly assumed
by Buyer pursuant to Section 2.04, arising out of, relating to or resulting from
the  business  of Seller,  or relating  to or  resulting  from the Assets or the
business and  operations  of the Station  during the period prior to the Closing
Date; (b) any  misrepresentation or breach of the representations and warranties
of  Seller  contained  in or  made  pursuant  to  this  Agreement;  or  (c)  any
noncompliance by Seller with any covenants, agreements or undertakings of Seller
contained in or made pursuant to this Agreement.

         15.03    SURVIVAL OF BUYER'S REPRESENTATIONS.

                  The  representations  and  warranties  made by  Buyer  in this
Agreement or pursuant  hereto shall survive the Closing Date for a period of two
(2) years,  and shall also survive and shall be  unaffected by (and shall not be
deemed waived by) any investigation,  audit, appraisal or inspection at any time
made by or on behalf of Seller.

         15.04    INDEMNIFICATION BY BUYER.

                  Subject to the  conditions  and  provisions of Section  15.05,
Buyer hereby agrees to  indemnify,  defend and hold  harmless  Seller,  Seller's
employees,  managers  and  directors  ("Seller  Indemnified  Parties")  from and
against all demands, claims, actions or causes of action,  assessments,  losses,
damages,  liabilities,  costs  and  expenses,  including,  but not  limited  to,
interest,  penalties and attorneys' fees and  disbursements,  asserted  against,
imposed upon or incurred by Seller Indemnified Parties,  directly or indirectly,
by reason of or resulting from (a) any liability,  obligation, or claims against
Seller Indemnified Parties (whether absolute,  accrued,  contingent or otherwise
and whether  contractual,  tax or any other type of liability or  obligation  or
claim) expressly assumed by Buyer hereunder; (b) any misrepresentation or breach
of the  representations and warranties of Buyer contained in or made pursuant to
this Agreement; or (c) any noncompliance by Buyer with any covenants, agreements
or undertakings of Buyer contained in or made pursuant to this Agreement.

         15.05    CONDITIONS OF INDEMNIFICATION.

                  The  obligations  and  liabilities  of  Seller  and  of  Buyer
hereunder with respect to their respective  indemnities pursuant to this Section
15,  resulting  from any claim or other  assertion of liability by third parties
(hereinafter called collectively,  "Claims"),  shall be subject to the following
terms and conditions:

                  15.05(a) The party seeking  indemnification  (the "Indemnified
Party")  must  give  the  other  party  or  parties,  as the  case  may be  (the
"Indemnifying  Party"),  notice of any such Claim promptly after the Indemnified
Party receives notice thereof.

                  15.05(b)  The  Indemnifying  Party  shall  have  the  right to
undertake,  by counsel or other representatives of its own choosing, the defense
of such claim.

                  15.05(c) In the event that the Indemnifying  Party shall elect
not to undertake such defense,  or within a reasonable  time after notice of any
such Claim from the  Indemnified  Party  shall fail to defend,  the  Indemnified
Party (upon further  written  notice to the  Indemnifying  Party) shall have the
right to undertake  the defense,  compromise  or  settlement  of such Claim,  by
counsel or other  representatives of its own choosing,  on behalf of and for the
account  and  risk  of the  Indemnifying  Party  (subject  to the  right  of the
Indemnifying  Party  to  assume  defense  of such  Claim  at any  time  prior to
settlement, compromise or final determination thereof).

                  15.05(d)  Anything  in  this  Section  15.05  to the  contrary
notwithstanding,  (i) if  there is a  reasonable  probability  that a Claim  may
materially and adversely affect the Indemnified  Party other than as a result of
money  damages or other money  payments,  the  Indemnified  Party shall have the
right, at its own cost and expense, to participate in the defense, compromise or
settlement  of the Claim,  (ii) the  Indemnifying  Party shall not,  without the
Indemnified  Party's written consent,  settle or compromise any Claim or consent
to entry of any judgment which does not include as an unconditional term thereof
the  giving by the  claimant  or the  plaintiff  to the  Indemnified  Party of a
release from all liability in respect of such Claim, and (iii) in the event that
the Indemnifying  Party undertakes  defense of any Claim, the Indemnified Party,
by counsel or other  representative of its own choosing and at its sole cost and
expense,  shall have the right to consult  with the  Indemnifying  Party and its
counsel or other  representatives  concerning  such  Claim and the  Indemnifying
Party  and  the  Indemnified  Party  and  their  respective   counsel  or  other
representatives shall cooperate with respect to such Claim.

                                   ARTICLE 16.

                                   TERMINATION

                  If (i) an FCC Order has not  become a Final  Order  and/or the
Closing has not occurred on or before the tenth  anniversary  of the date of the
Option Agreement, (ii) the Commission designates the Application contemplated by
Section 5 for an evidentiary hearing, or (iii) the Commission issues an order in
connection with such  application  with conditions which are adverse to Buyer or
which in any way  diminish the  operating  rights with respect to the Assets and
the Station (except any such conditions expressly accepted by Buyer in writing),
then in any such event Buyer may, upon written  notice to the Seller,  terminate
this Agreement without any further obligation to the Seller hereunder, provided,
that such notice of termination is given prior to the date of the Closing or the
date on which such FCC Order shall have become a Final Order. If the Closing has
not  occurred  on or before  the  tenth  anniversary  of the date of the  Option
Agreement,  then in such event Seller may, upon written to the Buyer,  terminate
this Agreement without any further obligation to the Buyer hereunder,  provided,
that,  such notice of  termination is given prior to the date of the Closing and
the Seller is not in material  default at such time.  Upon  termination  of this
Agreement  pursuant to this  Section 16, this  Agreement  shall be deemed  null,
void,  and of no further force and effect (except for the provisions of Sections
7.04, 8.01, and 21, which shall survive such termination).

                                   ARTICLE 17.

                                    REMEDIES


         17.01    DEFAULT BY BUYER.

                  If Buyer shall default in the  performance of its  obligations
under  this  Agreement  in any  material  respect  or if, as a result of Buyer's
action or failure to act, the  conditions  precedent to Seller's  obligation  to
close specified in Section 10 are not satisfied,  and for such reason or reasons
this Agreement is not consummated, and provided that Seller shall not then be in
default in the performance of Seller's  obligations  hereunder,  Seller shall be
entitled,  by written notice to Buyer, to terminate this Agreement and to pursue
any other remedies Seller has at law or in equity or otherwise.


         17.02    DEFAULT BY SELLER.

                  If  Seller  shall  default  in  the  performance  of  Seller's
obligations under this Agreement in any material respect,  or if, as a result of
Seller's  action  or  failure  to  act,  the  conditions  precedent  to  Buyer's
obligation to close specified in Section 9 are not satisfied and for such reason
or reasons this Agreement is not consummated,  or if Seller fails to operate the
Station  at its  authorized  power for longer  than 48  consecutive  hours,  and
provided that Buyer shall not then be in default in any material  respect in the
performance  of Buyer's  obligations  hereunder,  Buyer  shall be  entitled,  at
Buyer's sole option:

                         (i) To require  Seller to consummate  and  specifically
                perform the sale in accordance with the terms of this Agreement,
                if necessary through injunction or other court order or process;
                or

                         (ii) By written  notice to Seller,  to  terminate  this
                Agreement and to pursue any other  remedies  Buyer has at law or
                in equity or otherwise.


         17.03    SPECIFIC PERFORMANCE.

                  Seller  acknowledges  that the Assets to be sold and delivered
to Buyer  pursuant to this  Agreement  are unique and that Buyer has no adequate
remedy  at law if  Seller  shall  fail  to  perform  any  of  their  obligations
hereunder,  and Seller  therefore  confirms  and agrees  that  Buyer's  right to
specific  performance is essential to protect the rights and interests of Buyer.
Accordingly, in addition to any other remedies which Buyer may have hereunder or
at law or in equity or otherwise, Seller hereby agrees that Buyer shall have the
right to have all obligations,  undertakings, agreements and other provisions of
this  Agreement  specifically  performed by Seller and that Buyer shall have the
right to obtain an order or decree of such  specific  performance  in any of the
courts  of the  United  States or of any  state or other  political  subdivision
thereof.


                                   ARTICLE 18.

                                    GUARANTEE

         18.01 Osborn Communications Corp.  ("Guarantor") hereby irrevocably and
unconditionally  guarantees  to Buyer the prompt and  complete  performance  and
payment of each and every obligation of Seller to Buyer, direct or indirect, now
existing  or  hereafter  arising  under this  Agreement,  including  the due and
punctual performance and observance by Seller of all of the terms and conditions
of this Agreement.

         18.02 The  obligations  of  Guarantor  hereunder  shall be absolute and
unconditional  and shall continue in full force and effect until the performance
and payment of all of the obligations of Seller under this Agreement, and are in
no way conditioned upon any event or contingency, or upon any attempt to enforce
Seller's  performance  under this Agreement or any other right or remedy against
Seller or to collect from Seller through the  commencement of legal  proceedings
or otherwise.

         18.03 The  obligations  of Guarantor  hereunder  shall not be affected,
reduced,  impaired,  modified,  changed,  released, limited or discharged in any
manner whatsoever by reason of any impairment, modification, change, release, or
limitation  of the  liability of Seller or its estate in  bankruptcy,  resulting
from the operation of any present or future  provision of the bankruptcy laws or
other similar statute, or from the decision of any court.

         18.04 Guarantor unconditionally waives diligence, presentment, protest,
notice of dishonor,  demand, extension of time for payment, notice of nonpayment
at maturity,  and indulgences and notices of every kind, and consents to any and
all changes in terms, covenants, and conditions hereof.

         18.05 Guarantor agrees that the obligations of Guarantor  hereunder are
irrevocable  and  are  independent  of the  obligations  of  Seller  under  this
Agreement;  that a separate  action or actions  may be  brought  and  prosecuted
against Guarantor  regardless of whether any action is brought against Seller or
whether Grantor is joined in any such action or actions.

         18.06  Guarantor  agrees that  Guarantor  shall not exercise any rights
that it may  acquire by way of  subrogation  hereunder  or  otherwise  until the
performance in full of all obligations guaranteed pursuant hereto.

         18.07  Guarantor  represents  and  warrants  to Buyer  that (a) it is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Delaware, (b) it has the full corporate power and corporate
authority  to enter  into  this  Agreement,  and this  Agreement  has been  duly
authorized,  executed  and  delivered  by  Guarantor  and is a legal,  valid and
binding agreement and obligation of Guarantor  enforceable  against Guarantor in
accordance  with  its  terms,   except  to  the  extent  limited  by  applicable
bankruptcy, insolvency, moratorium and other similar laws of general application
relating to or affecting the enforcement of creditors' rights and general equity
principles,  (c) neither the  execution  and  delivery  of this  Agreement,  the
consummation of any of the transactions contemplated herein, nor compliance with
the terms  hereof,  will conflict with or result in a breach of any provision of
any law or regulation  applicable to Guarantor,  or any  indenture,  contract or
other agreement to which Guarantor is a party or by which Guarantor is bound, or
any statute, rule, regulation, judgment, decree or order binding upon Guarantor,
and (d) Guarantor  indirectly  owns all of the issued and  outstanding  stock of
Seller.

         18.08 The  provisions of this Section shall inure to the benefit of and
may be enforced by Buyer and its  successors  and assigns,  and shall be binding
upon and enforceable against Guarantor and Guarantor's successors or assigns.


                                   ARTICLE 19.

                        ADDITIONAL ACTIONS AND DOCUMENTS

                  Each of the parties  hereto  agrees that it will, at any time,
prior to, at or after the Closing  Date,  take or cause to be taken such further
actions,  and execute,  deliver and file or cause to be executed,  delivered and
filed such further documents and instruments,  and obtain such consents,  as may
be necessary or reasonably  requested in connection with the consummation of the
purchase and sale contemplated by this Agreement or in order to fully effectuate
the purposes, terms and conditions of this Agreement.


                                   ARTICLE 20.

                                     BROKERS

                  Except for Alex Brown & Co.,  Seller  represents to Buyer that
Seller has not engaged,  or incurred  any unpaid  liability  (for any  brokerage
fees, finders' fees,  commissions or otherwise) to, any broker,  finder or agent
in  connection  with the  transactions  contemplated  by this  Agreement;  Buyer
represents  to Seller  that  Buyer  has not  engaged,  or  incurred  any  unpaid
liability (for any brokerage fees, finders' fees,  commissions or otherwise) to,
any broker, finder or agent in connection with the transactions  contemplated by
this  Agreement;  and Seller  agrees to  indemnify  Buyer,  and Buyer  agrees to
indemnify Seller,  against any claims asserted against the other parties for any
such fees or commissions by any person purporting to act or to have acted for or
on behalf of the indemnifying party. Notwithstanding any other provision of this
Agreement,  this  representation  and  warranty  shall  survive the Closing Date
without limitation as to time.


                                   ARTICLE 21.

                                    EXPENSES

                  Each  party  hereto  shall pay its own  expenses  incurred  in
connection with this Agreement and in the  preparation  for and  consummation of
the transactions provided for herein.  Notwithstanding the foregoing, (a) Seller
and Buyer shall share equally in all sales, use, transfer,  stamp,  documentary,
and recording  taxes and fees,  all costs of  conveyances,  all notary fees, all
filing and application  fees to any federal,  state or local agency,  all filing
fees to the Commission in connection with the  Applications,  all sales,  stamp,
documentary,   transfer,   and  recording  taxes  and  fees  applicable  to  the
transactions  contemplated  by this Agreement and the  instruments and documents
called for hereunder,  including,  without  limitation,  any Alabama sales, use,
stamp,  documentary,  transfer or similar taxes imposed with respect to the sale
of any motor vehicle or with respect to the transfer of any real  property,  (b)
Buyer shall pay all fees and expenses of the appraiser referred to in Section 12
and the Title Insurance  Commitment,  and all filing fees in connection with any
filing  under  the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as
amended, and (c) Seller shall pay all fees and expenses for the Survey.


                                   ARTICLE 22.

                                     NOTICES

                  All notices, demands,  requests, or other communications which
may be or are  required  to be given or made by any  party  to any  other  party
pursuant  to this  Agreement  shall be in  writing  and shall be hand  delivered
(including delivery by overnight courier),  mailed by first-class  registered or
certified  mail,  return  receipt  requested,   postage  prepaid,  delivered  by
overnight  air  courier,   or  transmitted  by  telegram,   telex  or  facsimile
transmission addressed as follows:

                         (i)  If to Buyer:





<PAGE>


                                  TV Alabama, Inc.
                                  c/o Allbritton Communications Company
                                  808 17th Street, N.W.
                                  Suite 300
                                  Washington, D.C.  20006
                                  Attn.:  Jerald N. Fritz, Esq.

                         with a copy (which shall not constitute notice) to:

                                  Hogan & Hartson
                                  555 Thirteenth Street, N.W.
                                  Washington, D.C.  20004
                                  Attn.:  Mace J. Rosenstein, Esq.

                         (ii) If to Seller:

                                  Flagship Broadcasting Corporation
                                  P.O. Box 90406
                                  San Antonio, Texas 78209
                                  Attn:  Bridget Hubbard

                         with a copy (which shall not constitute notice) to:

                                  Haley, Bader & Potts P.L.C.
                                  4350 North Fairfax Drive
                                  Suite 900
                                  Arlington, VA  22203-1633
                                  Attn: Theodore D. Kramer

or such other address as the addressee may indicate by written notice.

                  Each notice, demand,  request, or communication which shall be
given or made in the manner described above shall be deemed  sufficiently  given
or made for all purposes at such time as it is delivered to the addressee  (with
the return receipt,  the delivery  receipt,  the affidavit of messenger or (with
respect to a telex or facsimile) the answer back being deemed conclusive but not
exclusive  evidence of such  delivery) or at such time as delivery is refused by
the addressee upon presentation.











                                   ARTICLE 23.

                                     WAIVER

                  No  delay  or  failure  on the  part of any  party  hereto  in
exercising any right, power or privilege under this Agreement or under any other
instrument or document  given in connection  with or pursuant to this  Agreement
shall  impair any such right,  power or privilege or be construed as a waiver of
any default or any  acquiescence  therein.  No single or partial exercise of any
such right,  power or  privilege  shall  preclude  the further  exercise of such
right,  power  or  privilege,  or the  exercise  of any  other  right,  power or
privilege.  No waiver  shall be valid  against any party  hereto  unless made in
writing  and signed by the party  against  whom  enforcement  of such  waiver is
sought and then only to the extent expressly specified therein.



                                   ARTICLE 24.

                             BENEFIT AND ASSIGNMENT

                  Except as  hereinafter  specifically  provided in this Section
24, no party hereto shall assign this Agreement, in whole or in part, whether by
operation of law or otherwise  without the prior  written  consent of Seller (if
the assignor is Buyer) or Buyer (if the assignor is Seller),  and any  purported
assignment  contrary to the terms hereof shall be null, void and of no force and
effect. In no event shall any assignment by Seller of its rights and obligations
under this Agreement,  whether before or after the Closing,  release Seller from
its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted
assignee of Buyer may assign this Agreement and any and all rights hereunder, in
whole or in part,  to any  subsidiary  of Buyer or to any  entity  in which  the
controlling  shareholders of Buyer maintain  control.  Subject to the foregoing,
this  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
parties hereto and their respective  successors and assigns. No person or entity
other than the  parties  hereto is or shall be  entitled  to bring any action to
enforce any provision of this Agreement  against any of the parties hereto,  and
the covenants and agreements set forth in this Agreement shall be solely for the
benefit  of,  and shall be  enforceable  only by,  the  parties  hereto or their
respective successors and assigns as permitted hereunder.



                                   ARTICLE 25.

                               REMEDIES CUMULATIVE

                  Except as specifically  provided herein, the remedies provided
herein shall be cumulative  and shall not preclude the assertion by Seller or by
Buyer of any other  rights or the  seeking  of any other  remedies  against  the
other.



                                   ARTICLE 26.

                           ENTIRE AGREEMENT; AMENDMENT

                  This  Agreement,  together  with all  Exhibits  and  Schedules
hereto,  constitutes the entire  agreement  among the parties  pertaining to the
subject  matter  hereof and  supersedes  all prior  agreements,  understandings,
negotiations  and  discussions,  whether  oral or written,  of the  parties.  No
supplement,  modification  or waiver of this  Agreement  shall be binding unless
executed in writing by the party to be bound thereby.



                                   ARTICLE 27.

                                  SEVERABILITY

                  If any part of any  provision  of this  Agreement or any other
agreement,  document or writing  given  pursuant to or in  connection  with this
Agreement  shall be invalid or  unenforceable  under  applicable  law, such part
shall be ineffective to the extent of such invalidity or unenforceability  only,
without in any way  affecting  the  remaining  parts of such  provisions  or the
remaining provisions hereof or of said agreement, document or writing.



                                   ARTICLE 28.

                                 PRESS RELEASES

                  All notices to third parties and other  publicity  relating to
the  transactions  contemplated  by this  Agreement  shall be  jointly  planned,
coordinated and agreed to by Buyer and Seller. Prior to the Closing Date neither
of the parties  hereto shall act  unilaterally  in this regard without the prior
written  approval  of the other,  except as required by law and/or the rules and
regulations of the Commission.



                                   ARTICLE 29.

                                    HEADINGS

                  The headings of the sections and subsections contained in this
Agreement are inserted for convenience only and do not form a part or affect the
meaning, construction or scope thereof.



                                   ARTICLE 30.

                                  GOVERNING LAW

                  This  Agreement,  the rights and  obligations  of the  parties
hereto,  and any claims or disputes relating  thereto,  shall be governed by and
construed  under  and in  accordance  with  the laws of the  State of New  York,
excluding the choice of law rules thereof.



                                   ARTICLE 31.

                            SIGNATURE IN COUNTERPARTS

                  This  Agreement  may be  executed  in  separate  counterparts,
neither of which need  contain the  signatures  of both  parties,  each of which
shall be deemed to be an original,  and both of which taken together  constitute
one and the same  instrument.  It shall not be necessary in making proof of this
Agreement  to  produce  or  account  for more than the  number  of  counterparts
containing  the  respective  signatures  of, or on behalf of, all of the parties
hereto.





<PAGE>


                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Asset Purchase Agreement, or has caused this Asset Purchase Agreement to be
duly  executed and  delivered  in its name on its behalf,  all as of the day and
year first above written.


                                                     SELLER

                                          FLAGSHIP BROADCASTING CORPORATION


                                        By:      /s/ Bridget Hubbard
                                                     Bridget Hubbard
                                                     President



                                                     BUYER

                                                     TV ALABAMA, INC.


                                        By:      /s/ Robert L. Allbritton
                                                     Robert L. Allbritton
                                                     President



For purposes of Article 18 of
this Asset Purchase Agreement

OSBORN COMMUNICATIONS CORP.

By:
Frank D. Osborn
President




<PAGE>


                             ACQUISITION OF WJSU-TV

                                LIST OF EXHIBITS


Exhibit A         Assignment of Leases

Exhibit B         Bill of Sale

Exhibit C         Assignment of Licenses

Exhibit D         Assignment of Contracts

Exhibit E         Warranty Deed

Exhibit F         Opinion of Seller's Counsel

Exhibit G         Assumption Agreement




<PAGE>


                             ACQUISITION OF WJSU-TV

                                LIST OF SCHEDULES


Schedule 1(a)         Real Property

Schedule 1(b)         Leasehold Interests

Schedule 1(f)         Tangible Personal Property

Schedule 1(g)         FCC Licenses

Schedule 1(h)         Copyrights, Trademarks and Trade Names

Schedule 1(i)         Trade-out Agreements and other Contracts, Agreements, and
                           Leases

Schedule 1(j)         Deposits and Prepaid Expenses

Schedule 1(k)         Motor Vehicles

Schedule 3.03         Litigation

Schedule 3.04(a)  Financial Statements

Schedule 3.05(b)  Encumbrances

Schedule 3.05(d)  Consents Required to Transfer Assets

Schedule 3.11         Conflicts

Schedule 3.12         Transactions with Related Parties

Schedule 3.14(a)  Employee Benefit Plans

Schedule 3.15(b)  Environmental Matters

Schedule 3.16         Employment Agreements and Collective Bargaining Agreements

Schedule 3.18         Insurance

Schedule 4.02         Consents Required from Buyer's Lenders


<PAGE>