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                                                                   EXHIBIT 10.45


                                                                  EXECUTION COPY

                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                               CAROLINE K. POWLEY

                                       AND

                        GRANITE BROADCASTING CORPORATION





                                   DATED AS OF

                                NOVEMBER 12, 1999


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                                TABLE OF CONTENTS

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1.                Definitions.....................................................................................1
   1.1            Defined Terms...................................................................................1
   1.2            Accounting Terms................................................................................1
   1.3            Other Definition Provisions.....................................................................1

2.                Purchase of Broadcasting Assets; Purchase Price.................................................1
   2.1            Purchase of Broadcasting Assets.................................................................1
   2.2            Consideration; Accounts Receivable; Allocation of Purchase Price................................2
      2.2.1       Purchase Price..................................................................................2
      2.2.2       Prorations......................................................................................2
      2.2.3       Manner of Determining Prorations................................................................3
      2.2.4       Payment of Purchase Price.......................................................................4
      2.2.5       Allocation of Purchase Price/Appraisal..........................................................5
   2.3            Accounts Receivable.............................................................................6
   2.4            Assumption of Obligations.......................................................................6
      2.4.1       Limitation on Obligations of Buyer..............................................................6
      2.4.2       Assumed Obligations.............................................................................7
      2.4.3       Substitution Where Not Transferable.............................................................7

3.                FCC and Related Matters.........................................................................8
   3.1            Grant of License................................................................................8
   3.2            Application and Request.........................................................................8
   3.3            Final Order.....................................................................................9
   3.4            Local Ownership Rules..........................................................................10

4.                Representations and Warranties Relating to WNGS and Seller.....................................10
   4.1            Organization and Standing......................................................................10
   4.2            Authorization and Binding Obligations..........................................................11
   4.3            No Contravention; Consents.....................................................................11
      4.3.1       No Contravention...............................................................................11
      4.3.2       Consent........................................................................................11
   4.4            Year 2000......................................................................................11
   4.5            Title to Assets................................................................................12
      4.5.1       Real Property..................................................................................12
      4.5.2       Personal Property..............................................................................12
      4.5.3       Assets Sufficient..............................................................................12
      4.5.4       Condemnation...................................................................................12
      4.5.5       Permits........................................................................................13
      4.5.6       Access.........................................................................................13
   4.6            Condition of Assets............................................................................13
   4.7            Licenses and Authorizations....................................................................13
      4.7.1       Licenses.......................................................................................13
      4.7.2       Pending Applications...........................................................................13
      4.7.3       Authorizations.................................................................................14
   4.8            Contracts......................................................................................14
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   4.9            Franchises, Trademarks and Trade Names.........................................................15
   4.10           ERISA..........................................................................................15
   4.11           Liabilities....................................................................................16
   4.12           Litigation; Violations.........................................................................16
      4.12.1      Litigation.....................................................................................16
      4.12.2      Violations.....................................................................................16
   4.13           DTV............................................................................................16
   4.14           Reports........................................................................................17
   4.15           No Misleading Statements.......................................................................17
   4.16           Affiliated and Recent Transactions.............................................................17
   4.17           Taxes..........................................................................................17
      4.17.1      Filing of Tax Returns..........................................................................17
      4.17.2      Payment of Taxes...............................................................................17
      4.17.3      Audits.........................................................................................18
      4.17.4      Sole Proprietorship............................................................................18
   4.18           Environmental Matters..........................................................................18
      4.18.1      USTs...........................................................................................18
      4.18.2      Studies; Investigations........................................................................18
      4.18.3      Relevant Property..............................................................................18
   4.19           Labor..........................................................................................19
      4.19.1      Labor Problems.................................................................................19
      4.19.2      Employees and Compensation.....................................................................19
   4.20           Cable Carriage.................................................................................19
   4.21           Insurance......................................................................................20

5.                Representations and Warranties of Buyer........................................................20
   5.1            Organization and Standing......................................................................20
   5.2            Authorization and Binding Obligations..........................................................21
   5.3            No Contravention...............................................................................21
   5.4            Litigation.....................................................................................21
   5.5            No Misleading Statements.......................................................................21

6.                Conduct Pending Closing........................................................................22
   6.1            Seller's Covenants.............................................................................22
      6.1.1       Conduct of Business............................................................................22
      6.1.2       Assets.........................................................................................22
      6.1.3       Employee Compensation and Benefits.............................................................22
      6.1.4       Organization, Etc..............................................................................22
      6.1.5       Insurance......................................................................................22
      6.1.6       Transfer of Broadcasting Assets................................................................23
      6.1.7       [RESERVED].....................................................................................23
      6.1.8       Litigation.....................................................................................23
      6.1.9       Agreements.....................................................................................23
      6.1.10      Consents and Approvals.........................................................................23
      6.1.11      Licenses.......................................................................................24
      6.1.12      Offers to Purchase.............................................................................24
      6.1.13      No Breach of Representations and Warranties....................................................24
      6.1.14      Employee Notification Requirements.............................................................24
      6.1.15      Compliance with Laws...........................................................................24
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      6.1.16      [RESERVED].....................................................................................24
      6.1.17      No Violations..................................................................................24
      6.1.18      Access and Information.........................................................................25
      6.1.19      Delivery of Supplement.........................................................................25
      6.1.20      Film Contracts.................................................................................25
      6.1.21      Satisfaction of Funded Debt and Pre-Closing Liabilities;
                  Removal of Encumbrances........................................................................25
   6.2            Buyer's Covenants..............................................................................26
      6.2.1       Organization, Etc..............................................................................26
      6.2.2       Litigation.....................................................................................26
      6.2.3       No Breach of Representations and Warranties....................................................26
      6.2.4       No Violations..................................................................................26
   6.3            [RESERVED].....................................................................................26
   6.4            Due Diligence..................................................................................26

7.                Conditions Precedent to the Obligations of the Parties.........................................27
   7.1            Conditions Precedent to the Obligation of Buyer................................................27
      7.1.1       FCC............................................................................................27
      7.1.2       Accuracy of Representations and Warranties.....................................................27
      7.1.3       Compliance with Agreement......................................................................27
      7.1.4       No Obstructive Proceeding......................................................................27
      7.1.5       No Changes.....................................................................................28
      7.1.6       Consents.......................................................................................28
      7.1.7       Officers' Certificates.........................................................................29
      7.1.8       Opinion of Counsel.............................................................................29
      7.1.9       Certifications.................................................................................29
      7.1.10      HSRA Waiting Period............................................................................29
      7.1.11      Copies of Documents............................................................................29
      7.1.12      Analog Authorization...........................................................................29
      7.1.13      Proceedings....................................................................................29
      7.1.14      Delivery of Instruments of Conveyance and Transfer.............................................30
      7.1.15      Tower Space Lease..............................................................................30
   7.2            Conditions to Obligations of Seller............................................................30
      7.2.1       FCC Consent....................................................................................30
      7.2.2       Accuracy of Representations and Warranties.....................................................30
      7.2.3       Compliance with Agreement......................................................................30
      7.2.4       No Obstructive Proceeding......................................................................30
      7.2.5       Proceedings....................................................................................31
      7.2.6       Opinion of Counsel.............................................................................31
      7.2.7       HSRA Waiting Period............................................................................31
      7.2.8       Officer's Certificate..........................................................................31

8.                Instruments of Conveyance and Transfer.........................................................31

9.                [RESERVED].....................................................................................32

10.               Employees......................................................................................32
   10.1           [RESERVED].....................................................................................32
   10.2           Continued Employment; Prorations...............................................................32
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      10.2.1      Right to Continue Employment...................................................................32
      10.2.2      Cooperation....................................................................................32
      10.2.3      Accrued Compensation...........................................................................32
   10.3           No Liability for Employee Plans................................................................33

11.               Risk of Loss; Casualty or Condemnation.........................................................33
   11.1           Risk of Loss...................................................................................33
   11.2           Casualty.......................................................................................33
   11.3           Repair Parameters..............................................................................34
   11.4           Failure of Broadcast Transmission..............................................................34

12.               Books and Records..............................................................................34

13.               Possession and Control of WNGS.................................................................35

14.               Brokers........................................................................................35

15.               Survival; Indemnification......................................................................35
   15.1           Survival.......................................................................................35
   15.2           Seller's Indemnification.......................................................................36
      15.2.1      Generally......................................................................................36
      15.2.2      Limitations....................................................................................36
   15.3           Buyer's Indemnification........................................................................37
      15.3.1      Generally......................................................................................37
      15.3.2      Taxes..........................................................................................37
   15.4           Seller's Satisfaction of Retained Liabilities..................................................37
   15.5           Limitations....................................................................................37
   15.6           Method of Asserting Claim......................................................................37
      15.6.1      Third Party Claims.............................................................................37
      15.6.2      Indemnification Claims by the Parties..........................................................39
   15.7           Indemnitor's Obligations.......................................................................41
   15.8           Limitation on Liability........................................................................41
   15.9           Termination of Indemnification.................................................................41

16.               Hart-Scott-Rodino Filings......................................................................41

17.               [RESERVED].....................................................................................41

18.               Termination....................................................................................42
   18.1           Termination....................................................................................42
      18.1.1      Buyer..........................................................................................42
      18.1.2      Seller.........................................................................................42
      18.1.3      Mutual Consent.................................................................................42
      18.1.4      By Seller Upon Breach..........................................................................42
      18.1.5      By Buyer Upon Breach...........................................................................42
      18.1.6      Seller or Buyer................................................................................42
      18.1.7      Other..........................................................................................42
   18.2           Effects of Termination.........................................................................42
      18.2.1      Survival.......................................................................................42
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      18.2.2      Event of Termination...........................................................................43
      18.2.3      Instructions to Escrow Agent...................................................................43

19.               Security Deposit...............................................................................43

20.               Covenant Against Competition; Confidentiality..................................................43
   20.1           Non-Competition................................................................................43
   20.2           Seller's Confidentiality.......................................................................44
   20.3           Buyer Confidentiality..........................................................................44

21.               Miscellaneous..................................................................................45
   21.1           Grace Period...................................................................................45
      21.1.1      Default Grace Period...........................................................................45
      21.1.2      FinalOrder Grace Period........................................................................45
   21.2           Costs, Expenses, Etc...........................................................................45
   21.3           Further Assurances.............................................................................45
   21.4           Notice of Proceedings..........................................................................46
   21.5           Bulk Sales Law.................................................................................46
   21.6           Notices........................................................................................46
   21.7           Headings and Entire Agreement; Amendment.......................................................47
   21.8           Waiver.........................................................................................47
   21.9           Binding Effect and Assignment..................................................................47
   21.10          Counterparts...................................................................................48
   21.11          Exhibits, Schedules and Attachments............................................................48
   21.12          Rights Cumulative..............................................................................48
   21.13          Governing Law..................................................................................48
   21.14          Severability...................................................................................48
   21.15          Third Party Rights.............................................................................48
   21.16          Press Releases.................................................................................48
   21.17          Specific Performance...........................................................................49
   21.18          Right to Payments..............................................................................49
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                                    EXHIBITS

Exhibit A                -     Form of Deposit Escrow Agreement
Exhibit B                -     Form of Tower Lease
Exhibit C                -     Form of Proration Statement
Exhibit D                -     Form of Opinion of Counsel to Seller
Exhibit E                -     Form of Opinion of Buyer's Counsel


                                    SCHEDULES

Schedule 1-A             -     Owned and Leased Real Property of WNGS
Schedule 1-B             -     Owned and Leased Tangible Personal Property of WNGS
Schedule 1-C             -     Network Affiliation Agreements and Other Contracts of WNGS
Schedule 1-D             -     Licenses, Permits and Authorizations of WNGS
Schedule 1-E             -     Franchises, Trademarks, Copyrights, etc. of WNGS
Schedule 1-F             -     Excluded WNGS Assets; Excluded Contracts
Schedule 4.1             -     Broadcasting Assets Not Owned by Sellers
Schedule 4.3.2           -     Consents
Schedule 4.5.1           -     Real Estate Encumbrances
Schedule 4.5.2           -     Personal Property Encumbrances
Schedule 4.5.3           -     Sufficiency of Assets
Schedule 4.10            -     WNGS Benefit Plans
Schedule 4.11            -     Liabilities
Schedule 4.12            -     Schedule of Litigation and Claims
Schedule 4.16            -     Affiliated Transactions
Schedule 4.17            -     Taxes
Schedule 4.18            -     Environmental Disclosures
Schedule 4.19            -     Employee Matters
Schedule 4.19.2          -     Employees and Compensation
Schedule 4.20            -     Cable Carriage
Schedule 4.21            -     Insurance
Schedule 5.4             -     Litigation
Schedule 6.1.21          -     Unsatisfied Liabilities
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                           PURCHASE AND SALE AGREEMENT

     THIS AGREEMENT, dated as of November 12, 1999, between GRANITE BROADCASTING
CORPORATION, a Delaware corporation ("Buyer"), and CAROLINE K. POWLEY
("Seller").

                                   WITNESSETH:

     WHEREAS, Seller owns and operates, under license from the Federal
Communications Commission (the "FCC"), television station WNGS, Channel 67,
Buffalo, New York and its auxiliary facilities ("WNGS"), including all of the
Broadcasting Assets (as hereinafter defined);

     WHEREAS, Buyer desires to purchase all of the Broadcasting Assets from
Seller and to obtain from Seller assignment of all WNGS Licenses (as hereinafter
defined), and Seller desires to sell all of the Broadcasting Assets to Buyer and
to assign to Buyer all WNGS Licenses;

     WHEREAS, concurrently with the execution of this Agreement, Buyer is
depositing in escrow a cash security deposit in the amount of $2,000,000 (the
"Deposit"), which escrow shall be governed by the terms and conditions of this
Agreement and the Deposit Escrow Agreement.

     NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the parties hereto hereby agree as
follows:

     1. DEFINITIONS.

         1.1. DEFINED TERMS. As used herein, the capitalized terms not otherwise
defined herein have the meanings set forth on APPENDIX A hereto.

         1.2. ACCOUNTING TERMS. All terms of an accounting nature not
specifically defined herein shall have the respective meanings given to them
under GAAP.

         1.3. OTHER DEFINITION PROVISIONS. The masculine form of words includes
the feminine and the neuter and vice versa, and, unless the context otherwise
requires, the singular form of words includes the plural and vice versa. The
words "herein," "hereof," "hereunder" and other words of similar import when
used in this Agreement refer to this Agreement as a whole, and not to any
particular section or subsection.

     2. PURCHASE OF BROADCASTING ASSETS; PURCHASE PRICE.

         2.1. PURCHASE OF BROADCASTING ASSETS. Subject to the terms upon
satisfaction of the conditions contained in this Agreement, at the Closing: (i)
Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer
shall purchase from Seller, the


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Broadcasting Assets; (ii) Seller shall assign and deliver to Buyer, and Buyer
shall accept assignment from Seller of, the WNGS Licenses; and (iii) Seller
shall transfer and deliver to Buyer, and Buyer shall assume, the Assumed
Obligations.

         2.2. CONSIDERATION; ACCOUNTS RECEIVABLE; ALLOCATION OF PURCHASE PRICE.

              2.2.1. PURCHASE PRICE. For and in full consideration of the
assignments, conveyances, and transfers described herein, at the Closing, Buyer
shall: (i) pay to Seller the sum of Twenty Three Million Dollars
($23,000,000.00) (the "Base Purchase Price"), subject to adjustment as provided
in Section 2.2.2 and 2.2.3 (as so adjusted the "Purchase Price"); and (ii)
assume the Assumed Obligations in accordance with Section 2.4 hereof.

              2.2.2. PRORATIONS. The Purchase Price shall be increased or
decreased as required to effectuate the proration of expenses relating to the
operation of WNGS. All expenses arising solely from the operations of WNGS and
incurred by WNGS, including business and license fees, utility charges, real and
personal property taxes and assessments levied against the Broadcasting Assets,
property and equipment rentals, applicable copyright or other fees, sales and
service charges, employee compensation (including wages and salaries, accrued
sick leave, severance pay and personal days) and similar prepaid and deferred
items, shall be prorated between Seller and Buyer in accordance with the
principle that Seller shall be responsible for all expenses, costs and
liabilities allocable to the operations of WNGS for the period prior to and
including the Effective Time, and Buyer shall be responsible for all expenses,
costs and obligations allocable to the operations of WNGS for the period after
the Effective Time as determined in accordance with Section 2.2.3 below, subject
to the following:

                   (a) There shall be no adjustment for, and Seller shall be
solely liable with respect to, Liabilities and obligations under any Contracts
listed on SCHEDULE 1-F or under any WNGS Employee Plans.

                   (b) Payments due under film or programming license agreements
for the month in which the Closing occurs shall be prorated based on the number
of days in such month on or before the Effective Time and the number of days in
such month after and including the Effective Time.

                   (c) There shall be no adjustment for any difference between
the value of the goods or services to be received by Seller as of the Effective
Time under trade or barter agreements relating to WNGS and the value of any
advertising time



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remaining to be run by Seller as of the Effective Time under trade or barter
agreements relating to WNGS ("Trade Agreements"); PROVIDED, HOWEVER, that this
provision shall not apply to barter arrangements that do not arise under
programming Contracts or which pertain to goods or services to be retained by
Seller or her Affiliates after the Effective Date, which shall be prorated.

                   (d) Seller shall be responsible for (i) any overdue amounts
under film or programming license agreements to the extent relating to periods
prior to the Closing, and (ii) any payments that contractually have been
deferred but for which Seller or WNGS have already received the benefit of the
asset to which they relate prior to Closing.

              2.2.3. MANNER OF DETERMINING PRORATIONS. The Purchase Price,
taking into account the adjustments and prorations outlined in Section 2.2.2,
shall be determined in accordance with the following procedures:

                   (a) PRORATED OBLIGATIONS. Seller shall, no later than five
(5) business days prior to the Closing Date, prepare a document (the "Proration
Statement"), a copy of the form of which is attached as EXHIBIT C, listing by
item, all of the expenses, costs, obligations and other Liabilities of WNGS of
the type identified in Section 2.2.2 that are attributable solely to the
operations of WNGS, either in whole or in part, during the period after the
Effective Time but either payable in advance prior to the Effective Time or in
arrears after the Effective Time ("Prorated Obligations"). For each Prorated
Obligation, there shall be listed (i) the amount of such Prorated Obligation
incurred by WNGS or attributable to operations of WNGS on or prior to the
Effective Time ("Pre-Closing Incurred Obligations") and (ii) the actual amount
paid by Seller with respect to such Prorated Obligation on or prior to the
Effective Time ("Pre-Closing Paid Obligations"). Notwithstanding anything to the
contrary contained herein, Prorated Obligations shall be expressly limited to
those items listed on EXHIBIT C and amounts listed on the Proration Statement,
with any obligations in excess of such amounts being Retained Liabilities.

                   (b) CLOSING ADJUSTMENT. The Base Purchase Price paid to
Seller shall be adjusted on an estimated basis in accordance with Section
2.2.3(a) at Closing (with a final adjustment to be completed in accordance with
Section 2.2.3(c) below): (i) upward dollar-for-dollar by the amount, if any, by
which Pre-Closing Paid Obligations exceed Pre-



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Closing Incurred Obligations; or (ii) downward dollar-for-dollar by the amount,
if any, by which, Pre-Closing Incurred Obligations exceed Pre-Closing Paid
Obligations.

                   (c) POST-CLOSING ADJUSTMENT.

                        (i) As promptly as possible after the Closing, but in
any event not later than forty-five (45) days after the Closing Date, Buyer
shall deliver to Seller a statement setting forth Buyer's determination of the
Purchase Price and the calculation thereof pursuant to Section 2.2.3(b). Buyer's
statement shall contain all information reasonably necessary to determine the
adjustments to the Purchase Price under Section 2.2.3(b), and such other
information as may be reasonably requested by Seller. If Seller disputes the
amount of the Purchase Price determined by Buyer, Seller shall deliver to Buyer
within thirty (30) days after its receipt of Buyer's statement a statement
setting forth Seller's determination of the amount of the Purchase Price. If
Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails
to deliver its statement within the thirty-day period specified in the preceding
sentence, Buyer's determination of the Purchase Price shall be conclusive and
binding on the parties as of the last day of the thirty-day period.

                        (ii) Buyer and Seller shall use good faith efforts to
resolve any dispute involving the determination of the Purchase Price. If the
parties are unable to resolve the dispute within thirty (30) days following the
delivery of Seller's statement pursuant to Section 2.2.3(c)(i), Buyer and Seller
shall jointly designate an independent public accounting firm of national
stature that has not been employed by any party hereto for the two years
preceding the date of such designation, who shall be knowledgeable and
experienced in the operation of television broadcasting stations, to resolve the
dispute. This accounting firm's resolution of the dispute shall be final and
binding on the parties, and a judgment may be entered thereon in any court of
competent jurisdiction. Any fees of this firm shall be split equally between
Buyer and Seller.

              2.2.4. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid
as follows:

                   (a) PAYMENT OF ESTIMATED PURCHASE PRICE AT CLOSING. The Base
Purchase Price, adjusted by the estimated Closing adjustments pursuant to
Section 2.2.3(b), is referred to as the "Estimated Purchase Price," and shall be
paid to Seller by wire transfer,



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pursuant to wire transfer instructions delivered by Seller to Buyer at least 3
business days prior to the Closing, in immediately available funds, as follows:

                        (i) FROM BUYER. Buyer shall pay Seller the Estimated
Purchase Price, less the Deposit Amount.

                        (ii) FROM THE DEPOSIT ESCROW AGENT. The Deposit Escrow
Agent shall pay Seller the Deposit Amount.

                   (b) PAYMENTS TO REFLECT POST-CLOSING ADJUSTMENTS.

                        (i) If the Purchase Price as finally determined pursuant
to Section 2.2.3(c) exceeds the Estimated Purchase Price, Buyer shall pay to
Seller, in immediately available funds within five business days after the date
on which the Purchase Price is determined pursuant to Section 2.2.3(c), the
difference between the Purchase Price and the Estimated Purchase Price.

                        (ii) If the Purchase Price as finally determined
pursuant to Section 2.2.3(c) is less than the Estimated Purchase Price, Seller
shall pay to Buyer, in immediately available funds within five business days
after the date on which the Purchase Price is determined pursuant to Section
2.2.3(c), the difference between the Purchase Price and the Estimated Purchase
Price.

                   2.2.5. ALLOCATION OF PURCHASE PRICE/APPRAISAL. For the
purpose of determining the value of the Broadcasting Assets for Tax purposes, if
Buyer and Seller cannot reach a mutually acceptable agreement on allocation of
the Purchase Price, Buyer shall have the right to cause an appraisal (the
"Appraisal"), with expenses therefor to be borne by Buyer, of the Broadcasting
Assets, by a nationally known appraisal firm as Buyer and Seller mutually
designate, no later than twenty (20) days prior to the Closing Date. The
Appraisal shall comply in all respects with the applicable requirements of
Section 1060 of the Code and the regulations promulgated thereunder. Buyer and
Seller shall report the allocation of the Purchase Price consistently with the
Appraisal, to the extent permitted by law, on Internal Revenue Service Form
8594, which both parties shall cooperate in preparing and which both parties
will timely file with the Internal Revenue Service. If any taxing authority
makes or proposes an allocation of the Purchase Price which differs materially
from that contained in the Appraisal, Buyer and Seller shall each have the
right, at such party's election and expense, to contest such taxing authority's
determination.



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         2.3. ACCOUNTS RECEIVABLE. As of the Closing Date, Seller appoints
Buyer, as Seller's agent without compensation but without Liability except for
willful misconduct, to collect the Accounts Receivable. Buyer shall account to
Seller, and remit to Seller, the amounts collected during the period in respect
of Accounts Receivable as follows: (i) on or before the twentieth (20th) day of
the second complete calendar month after the Closing Date, pay the amounts
collected up to the end of the previous month; and (ii) on or before the
twentieth (20th) day of each succeeding month, remit the amounts collected
during the month previous thereto. With each remittance, Buyer shall furnish a
statement of the amounts collected and the Persons from whom such amounts were
collected. Buyer shall, unless the remittance or an Accounts Receivable debtor
specifies otherwise, apply all amounts it receives from or for the benefit of
any Accounts Receivable debtor first to pay the oldest undisputed Accounts
Receivable of such debtor before applying any of such amounts to pay any
obligation of such debtor to Buyer arising during, or otherwise attributable to,
the period after the Effective Time.

         Buyer's agency to collect the Accounts Receivable shall expire as of
midnight on the 120th day following the Closing Date. Within fifteen (15)
business days thereafter, Buyer shall remit to Agent the amounts collected from
the Closing Date until the date thereof that remain in Buyer's possession. Upon
expiration of the agency, Buyer shall turn over to Seller all documents and
records evidencing the Accounts Receivable which were paid to Seller hereunder
and which remain uncollected and Seller shall assume sole responsibility for
collection of any remaining Accounts Receivable. Buyer shall use commercially
reasonable collection efforts to collect the Accounts Receivable consistent with
its practice for collection of Accounts Receivable, but shall not be required to
institute any legal proceedings to collect the Accounts Receivable or to
otherwise incur any cost or obligations in respect thereof other than in the
ordinary course of business. Buyer shall remit all amounts collected during the
period of Buyer's agency to collect the Accounts Receivable to Seller without
any deductions for Taxes, agency, sales or other commissions, or employee
related costs and expenses (collectively, "Receivables Expenses"), and Seller
shall be responsible for, and shall indemnify Buyer against, all such
Receivables Expenses.

         2.4. ASSUMPTION OF OBLIGATIONS.

              2.4.1. LIMITATION ON OBLIGATIONS OF BUYER. Except for Assumed
Obligations, Buyer expressly does not, and shall not, assume or be deemed to
have assumed,



                                      -6-
<PAGE>


under this Agreement or by reason of any transactions contemplated hereunder,
any Liabilities or obligations of WNGS, Seller or any of her Affiliates of any
nature whatsoever (including any Retained Liabilities).

              2.4.2. ASSUMED OBLIGATIONS. Subject to the provisions of Section
2.4.3 below, the following obligations shall be the only obligations or other
Liabilities of Seller or WNGS assumed by Buyer at Closing (collectively, the
"Assumed Obligations"): (a) the obligations of Seller arising subsequent to, and
relating solely to, the operations of WNGS after the Effective Time, under, (i)
all Contracts included in the Broadcasting Assets and set forth on SCHEDULE 1-C
in effect as of the date hereof, and (ii) all Contracts, amendments, renewals
and other modifications thereof that are entered into by Seller in connection
with WNGS between the date hereof and the Closing as expressly permitted by and
subject to the terms of this Agreement; (b) any other Prorated Obligations which
accrued prior to the Effective Time to the extent that the Purchase Price has
been reduced therefor in accordance with Section 2.2 hereof; and (c) any other
Prorated Obligations which accrue after the Effective Time. It is understood and
agreed that Assumed Obligations shall not include trade or other accounts
payable (other than barter obligations remaining on Trade Agreements listed on
SCHEDULE 1-A), accrued payroll, employee sales commissions, payroll Taxes, or
unemployment Taxes, that are not Prorated Obligations, any obligations relating
to any funded or other indebtedness or under Employee Plans, collective
bargaining agreements, or any other Retained Liabilities.

         2.4.3. SUBSTITUTION WHERE NOT TRANSFERABLE.

              (a) If any transfer or assignment by Seller to, or any assumption
by Buyer of, any interest in, or Liability under, any Contract, requires the
consent of a third party, then such assignment or assumption shall be made
subject to such consent being obtained. Subject to subsection (b) below, to the
extent any Contract may not be assigned to Buyer by reason of the absence of any
such consent, Buyer shall not be required to assume any Assumed Obligations
arising under such Contract.

              (b) If Seller shall be unable, or prior to the Closing, to obtain
a consent necessary for the assignment of its title to, interest in and rights
under any Contract to be assigned hereunder, then Seller and Buyer will
cooperate to enter into any lawful and reasonable arrangement reasonably
proposed by Buyer designed to provide Buyer with the economic claims, rights and
benefits under any such Contract, including enforcement at the cost



                                      -7-
<PAGE>


and for the account of Seller of such rights. To the extent, and only to the
extent, Buyer is able to receive the economic claims, rights and benefits under
any such Contract, Buyer shall be responsible for the Assumed Obligations, if
any, arising under such Contract.

         3. FCC AND RELATED MATTERS.

              3.1. GRANT OF LICENSE. Seller shall take such action as is
necessary to obtain a grant of the License Application. Seller shall pay all
filing fees in connection with the License Application. Seller covenants to
Buyer that within thirty (30) days from the date hereof, the FCC shall have
granted the Modification Application and issued to Seller a construction permit
to construct the facilities specified in the Modification Application
("Modification Authorization").

          3.2. APPLICATION AND REQUEST. On or prior to November 16, 1999, Buyer
and Seller shall file with the FCC complete and accurate applications requesting
the consent of the FCC to the assignment of the WNGS Licenses from Seller to
Buyer or its permitted assignee as contemplated herein (the "FCC Applications").
In addition, Seller shall cooperate with Buyer in the preparation and filing by
Seller of an application to modify the Modification Authorization, to relocate
the transmitter site to a location acceptable to Buyer in Colden, New York, with
technical parameters acceptable to Buyer (including, but not limited to, a
minimum transmitter power output of 5,000 kilowatts, a minimum height of antenna
radiation center above average terrain of 415 meters and transmitting antenna
beam tilt and other technical parameters equivalent to or greater than those
specified in the Modification Application), and further timely amend such
application at Buyer's request if necessary to obtain the Relocation
Authorization (as so amended, the "Relocation Application"). Seller shall also
cooperate with Buyer in the preparation and filing by Seller of an amendment to
the Initial DTV Application, to authorize digital operation of WNGS on channel
46 at a transmitter power output, transmitting antenna height and other
technical parameters equivalent to or greater than those specified in the
Modification Application, and further amend such application at Buyer's request
(as so amended the "DTV Application"). Such DTV Application shall request a
signal contour that enables WNGS to provide a dipole-adjusted DTV signal contour
equal to or greater than the Grade B signal contour proposed in the Modification
Application. The Relocation Application shall be filed within 10 business days
after FCC publication of notice of the grant of the Modification Application and
the DTV Application shall be filed on or prior to November 30, 1999. Buyer



                                      -8-
<PAGE>


and Seller shall each pay one half of all FCC filing fees in connection with the
FCC Applications. Buyer shall pay all filing fees and other costs associated
with the Relocation Application and the DTV Application. Buyer and Seller shall,
with respect to the FCC Applications, the DTV Application and the Relocation
Application, diligently take, or cooperate in the taking of, all necessary,
desirable and proper actions, provide any additional information reasonably
required or requested by the FCC, and otherwise use commercially reasonable
efforts to prosecute the FCC Applications, the DTV Application and the
Relocation Application, and to obtain promptly the requested approval by the FCC
of the FCC Applications, the DTV Application and the Relocation Application.
Buyer and Seller shall oppose any petitions to deny or other objections filed
with respect to the FCC Applications, the DTV Application or the Relocation
Application; PROVIDED, HOWEVER, that neither Buyer nor Seller shall have any
obligation to participate in an evidentiary hearing on the FCC Applications, the
DTV Application or the Relocation Application. If either Seller or Buyer is
required by the FCC to participate in an evidentiary hearing on the FCC
Applications, the DTV Application or the Relocation Application or, if the FCC
Applications, the DTV Application or the Relocation Application are denied,
either Seller (only with respect to the FCC Applications) or Buyer, at its
option, by written notice of termination to the other party, may terminate this
Agreement without liability on the part of such party other than liability for
indemnification, if any, pursuant to Section 15 hereof; PROVIDED, HOWEVER, that
the terminating party may not so terminate this Agreement if it or any of its
Affiliates are in material default under any provision of this Agreement. At
Buyer's option, Buyer and Seller shall appeal or otherwise seek review of any
action of the FCC denying the FCC Applications, the DTV Application and the
Relocation Application, by filing an appropriate request for appeal or review
with the FCC or a court of competent jurisdiction, as the case may be. Buyer and
Seller shall use reasonable commercial efforts to obtain all necessary local
zoning and other approvals required to construct and operate the facilities
specified in the Relocation Application and the DTV Application. Notwithstanding
anything to the contrary contained herein, nothing in this Agreement shall
require any party hereto to make any payment to any Person who has filed a
Competing Application or any Affiliate of such Person, regardless of whether
such payment may enhance the chances of the FCC Consent being obtained.

              3.3. FINAL ORDER. The consummation of the transactions
contemplated by this Agreement is conditioned upon: (a) the issuance by the FCC
(including, for purposes hereof,



                                      -9-
<PAGE>


the FCC staff acting under delegated authority) of an order or other action
approving the (i) FCC Applications (the "FCC Consent"), and (ii) the Relocation
Application (the "Relocation Consent"), and compliance by the parties hereto
with the conditions imposed in said orders (provided that neither Buyer nor
Seller shall be required to accept or comply with any condition which would be
unreasonably burdensome or which would have a material adverse effect upon
WNGS); and (b) the FCC Consent and the Relocation Consent having become a Final
Order; PROVIDED, HOWEVER, that condition (b) may be waived, in whole or in part,
by written notice from Buyer to Seller at any time after an FCC Consent is
obtained from the FCC.

              3.4. LOCAL OWNERSHIP RULES. The parties agree that Buyer's
acquisition of WNGS complies with Section 73.3555(b)(2) of the FCC's rules, 47
C.F.R. Section 73.3555(b), which becomes effective on November 16, 1999. The
parties acknowledge that one or more applications to assign FCC construction
permits or licenses for other television stations in the Buffalo Designated
Market Area may be filed with the FCC on November 16, 1999 ("Competing
Applications"). The parties further acknowle that if the FCC decides to process
any of the Competing Applications before the FCC Applications, the FCC may
dismiss, deny or return the FCC Applications or otherwise grant priority to a
Competing Application (each an "FCC Denial"). Notwithstanding any provision in
this Agreement to the contrary, (a) an FCC Denial shall not be deemed to be a
default under this Agreement by either party, and (b) either party shall have a
right to terminate the Agreement upon the occurrence of an FCC Denial.

         4. REPRESENTATIONS AND WARRANTIES RELATING TO WNGS AND SELLER. Seller
represents and warrants to Buyer that, as of the date hereof:

              4.1. ORGANIZATION AND STANDING. Seller has full power and
authority to own, lease and use the Broadcasting Assets and to conduct the
business and operations of WNGS as now being conducted and proposed to be
conducted under existing agreements and to perform the obligations required to
be performed by her hereunder and to consummate the transactions contemplated
hereby. None of the Broadcasting Assets are held by, and none of the business or
operations of WNGS are or have ever been conducted through, any corporation or
Person other than Seller, except as set forth on SCHEDULE 4.1 hereto (which
Schedule lists the names of any such corporation or Person). Seller shall
acquire title to all of the Broadcasting Assets, including the assets listed on
SCHEDULE 4.1 hereto, prior to Closing.



                                      -10-
<PAGE>


              4.2. AUTHORIZATION AND BINDING OBLIGATIONS. This Agreement and the
agreements, exhibits and other documents to be executed and delivered by Seller
pursuant hereto or in connection herewith have been duly and validly authorized
and, upon execution thereof, will be duly executed and delivered by Seller, and
constitute valid and binding agreements of Seller enforceable in accordance with
their terms, except as such enforceability may be limited by bankruptcy,
insolvency, moratorium or other laws relating to or affecting creditors' rights
generally and the exercise of judicial discretion in accordance with general
equitable principles.

              4.3. NO CONTRAVENTION; CONSENTS.

                   4.3.1. NO CONTRAVENTION. The execution, delivery and
performance of this Agreement and the other documents to be executed in
connection herewith, the consummation of the transactions contemplated hereby
and thereby and the compliance with the provisions hereof and thereof by Seller
do not and will not, after the giving of notice, or the lapse of time, or
otherwise: (a) result in the breach of any of the terms of, constitute a default
under, conflict with, result in, or constitute grounds for, the termination or
alteration of, or result in the acceleration of the performance required by the
terms of, any agreement, arrangement, license, permit or other instrument to
which Seller or WNGS is a party or by which Seller, WNGS or any of their
property is bound or affected, or result in the creation of any Encumbrance upon
any of the assets of Seller or WNGS, including any of the Broadcasting Assets or
the WNGS Licenses; (b) violate, result in the breach of, or conflict with, any
laws, regulations, orders, writs, ordinances, injunctions, decrees, rules, or
judgments applicable to Seller, WNGS or any of their assets, including the
Communications Act.

                   4.3.2. CONSENT. Except as set forth in SCHEDULE 4.3.2, no
consent, waiver, authorization or approval from, or filing of any notice or
report with, any Governmental Authority or other Person is necessary in
connection with the execution, delivery or performance by Seller of this
Agreement or any of the documents or transactions contemplated hereby (with or
without the giving of notice, the lapse of time or both).

         4.4. YEAR 2000. Seller is using all reasonable efforts to assure that
all material computer software used by WNGS in its business as currently
conducted and other applicable material technology used by WNGS in its business
as currently conducted will be able to operate consistently after December 31,
1999 to accurately process, provide and receive date data (including
calculating, comparing and sequencing) from, into and between the Twentieth



                                      -11-
<PAGE>


and Twenty-First Centuries, including the years 1999 and 2000 and make leap-year
calculations. Seller believes that it is using all reasonable efforts to assure
that the Year 2000 date change will not adversely affect the systems and
facilities that support the operation of WNGS and its business as currently
conducted, except as could not reasonably be expected to have a Material Adverse
Effect on WNGS.

         4.5. TITLE TO ASSETS.

              4.5.1. REAL PROPERTY.

                   (a) Seller has good and marketable fee simple or leasehold
title to all of the real property Used in the operation of WNGS, free and clear
of all Encumbrances, except for and subject only to: (i) liens for real estate
and other taxes not yet due and payable; and (ii) those matters set forth in
SCHEDULE 4.5.1, including the leases listed thereon, none of which is violated
by existing structures or their use and none of which materially impairs or
pursuant to its terms would materially impair the present operations of WNGS or
the present use of such property.

                   (b) SCHEDULE 1-A sets forth and accurately describes: (i) all
real estate Used in the operation of WNGS; and (ii) the nature of the right,
title or interest Seller has in such real estate. There are no leases,
tenancies, licenses or other rights of occupancy or use for any portion of such
real property or any assignments or sublets thereunder other than as set forth
on SCHEDULE 1-A.

              4.5.2. PERSONAL PROPERTY. Seller has good and marketable title to
all tangible personal property included in the Broadcasting Assets, in each case
free and clear of all Encumbrances, except for and subject only to: (a) liens
for taxes not yet due or payable; and (b) the liens set forth in SCHEDULE 4.5.2.

              4.5.3. ASSETS SUFFICIENT. Except as set forth on SCHEDULE 4.5.3,
the Broadcasting Assets include all assets that are Used in, and/or necessary to
conduct the business and operations of WNGS as presently conducted.

              4.5.4. CONDEMNATION. There is no pending, or to the best of
Seller's knowledge, threatened, condemnation or eminent domain proceeding
affecting any portion of the Tower Property.



                                      -12-
<PAGE>


              4.5.5. PERMITS. Seller possesses all licenses, permits,
authorizations, approvals, non-residential use permits and all other approvals
necessary for the current use and operation of the Tower.

              4.5.6. ACCESS. All means of access to the Tower: (a) are permanent
and no special access or other permits from the applicable Governmental
Authorities are required to operate and maintain such means of access; and (b)
are obtained from public streets, sidewalks, alleys or other public space
without the need for easements, rights-of-way, or licenses, or across lands or
premises not owned by Seller.

         4.6. CONDITION OF ASSETS. The Broadcasting Assets and the Tower are in
Seller's possession and in good operating condition and repair, ordinary wear
and tear excepted and are suitable for the uses and purposes for which they are
being used or intended. To the best of Seller's knowledge, the broadcasting
transmission tower(s) used by WNGS (the "Tower") is properly anchored and
secured, is structurally sound and is in conformance in all respects with
generally accepted engineering standards of the television broadcasting industry
applicable to transmission towers and all applicable laws (including zoning,
land use and FAA marking and lighting requirements).

         4.7. LICENSES AND AUTHORIZATIONS.

              4.7.1. LICENSES. SCHEDULE 1-D hereto contains a true and complete
list of all WNGS Licenses, and all other licenses, permits and authorizations
issued under federal (including the Communications Act), state or local law of
Seller or WNGS. Seller is the authorized and legal holder of all of the
foregoing.

              4.7.2. PENDING APPLICATIONS.

                   (a) Seller has pending before the FCC an application for a
license to cover the construction permit for WNGS's operations (FCC File No.
BLCT-970303KE) (the "License Application"). Seller presently is validly
operating WNGS pursuant to program test authority pending FCC action on the
License Application. The License Application complies in all material respects
with the Communications Act and Seller has no reason to believe, after due
inquiry (including but not limited to consultation with FCC counsel and
engineering consultants) that the License Application will not be granted by the
FCC within sixty (60) days from the date hereof.



                                      -13-
<PAGE>


                   (b) Seller has pending before the FCC an application for a
construction permit to modify the facilities of WNGS filed on April 7, 1998, and
amended on May 8, 1998 and February 18, 1999 (FCC File No. BPCT-980407KF) (the
"Modification Application"). The Modification Application complies in all
material respects with the Communications Act and Seller has no reason to
believe, after due inquiry (including but not limited to consultation with FCC
counsel and engineering consultants) that the Modification Application, the
Relocation Application and the DTV Application will not be granted in the
ordinary course by the FCC.

              4.7.3. AUTHORIZATIONS. The WNGS Licenses and all other items
identified in Section 4.7.1 were (and upon the grant of the License Application,
the License issued pursuant thereto shall be) validly issued, are (and upon the
grant of the License Application, the License issued pursuant thereto shall be)
valid and in full force and effect, and have been (and upon the grant of the
License Application, the License issued pursuant thereto shall be) complied with
in all material respects. No FCC investigation, notice of investigation, notice
of apparent liability, order of forfeiture, violation, notice of apparent
violation, order, complaint, action or other proceeding is (and upon the
issuance of the License Application, shall be) pending or, to the knowledge of
Seller, threatened before the FCC or any other Governmental Authority to revoke,
refuse to renew or modify such FCC licenses or other authorizations or which
could in any manner threaten or adversely affect the WNGS Licenses or WNGS's
operations as presently conducted or which otherwise relate to WNGS. No event
has occurred (and upon issuance of the License Application, no event shall have
occurred) that permits, or after notice or lapse of time would permit, the
revocation or termination of the WNGS Licenses or such other authorizations or
the imposition of any restriction thereon of such a nature as may materially
limit the business or operations of WNGS as now conducted. Seller has no reason
to believe that the WNGS Licenses will not be renewed in the ordinary course.

         4.8. CONTRACTS. SCHEDULES 1-C, 1-F AND 4.10 hereto, contain a true and
complete list of all contracts, leases, national and local advertising
representation agreements, employment agreements, programming contracts and
other agreements and commitments of every nature as of the date hereof, written
or otherwise, constituting part of the Broadcasting Assets or otherwise relating
to WNGS (collectively the "Contracts"). Neither Seller, WNGS, nor, to the best
of the knowledge of Seller, any other party to the Contracts, is now, or shall
be as



                                      -14-
<PAGE>


of the Closing, in material default under any of the Contracts, and no event,
occurrence or condition exists which with the giving of notice, lapse of time,
or both, or the happening of any further event or condition, would become a
material default thereunder. Neither Seller nor WNGS has released or waived (by
action or inaction) any of its material rights under any of the Contracts. All
such Contracts are in full force and effect and valid and binding and
enforceable against the parties thereto in accordance with their terms, except
as such enforceability may be limited by bankruptcy, insolvency, moratorium or
other laws relating to or affecting creditors' rights generally. Neither Seller
nor WNGS has assigned any of its rights under any of the Contracts or is in any
way restricted from enforcing its rights thereunder. True and complete copies of
all Contracts (or accurate descriptions of any verbal Contracts) and all
amendments and modifications thereto have been delivered or made available to
Buyer. Seller has not amended, or otherwise altered the payment terms of or
under, any Contract.

         4.9. FRANCHISES, TRADEMARKS AND TRADE NAMES. All franchises,
trademarks, patents, tradenames, intellectual property rights and interests,
service marks, know-how, call letters, telephone numbers, copyrights in literary
property of any kind, jingles and privileges Used in the operations of WNGS are
set forth on SCHEDULE 1-E hereto, are owned by Seller or licensed for her use
and are valid and in full force and effect. To the knowledge of Seller, the
ownership and operation of WNGS and the other assets utilized in connection with
its business and operations, as presently owned and operated, do not infringe
upon or conflict in any respect with any franchise, patent, trademark,
tradename, service mark, brand name, copyright or other intellectual property
rights or interests of any other Person and no other Person is infringing upon
any such rights of Seller or WNGS.

         4.10. ERISA. Except as set forth on SCHEDULE 4.10 hereto, neither
Seller nor any entity which is considered one employer with Seller under Section
4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate") contributes or
has ever contributed to, maintains or has ever maintained, or has any liability
(whether contingent or otherwise) with respect to, any plan, program, policy,
payroll practice, contract, agreement or other arrangement providing for
compensation, severance, termination pay, performance awards, stock or stock
related awards, fringe benefits, change in control, deferred compensation or
other employee benefits of any kind, whether formal or informal, funded or
unfunded, written or oral and whether or not legally binding, including, without
limitation, each "employee benefit plan," within the meaning of



                                      -15-
<PAGE>


Section 3(3) of ERISA and each "multiemployer plan" within the meaning of
Sections 3(37) or 4001(a)(3) of ERISA (any such plan or arrangement, an
"Employee Plan"), maintained or contributed to on behalf of, or for the benefit
of, any current or former employee, consultant, service provider or director of
the Seller or any ERISA Affiliate (any such plan or other arrangement, a "WNGS
Benefit Plan"). Each WNGS Benefit Plan has been maintained and is in substantial
compliance with all applicable law, including ERISA, the Code and the New York
Insurance Code.

         4.11. LIABILITIES. Except as set forth on SCHEDULE 4.11, there are no
Liabilities or any unrealized or anticipated losses or expenses relating to or
affecting WNGS or any of the Broadcasting Assets.

         4.12. LITIGATION; VIOLATIONS.

              4.12.1. LITIGATION. Except for administrative rulemaking or other
proceedings of general applicability to the broadcast industry and except as set
forth in SCHEDULE 4.12: (a) there is no civil, criminal or administrative
action, suit, demand, claim, hearing, litigation, action, arbitration,
proceeding or investigation of any nature pending or, to the best of Seller's
knowledge, threatened against or relating to Seller or any of her Affiliates
relating to or affecting WNGS, WNGS, the Broadcasting Assets or the transactions
contemplated hereby or affecting the same; (b) no writ, injunction, judgment,
award, order or decree has been rendered or is pending against or, to the best
of Seller's knowledge, threatened against affecting Seller or any of its
Affiliates relating to or affecting WNGS, WNGS, the Broadcasting Assets or the
transactions contemplated hereby; and (c) to the best of Seller's knowledge,
there is no basis for any of the foregoing set forth in (a) and (b) above.

              4.12.2. VIOLATIONS. Neither Seller nor its Affiliates has violated
or is in default under any order, law, rule, regulation, ordinance, policy,
judgment, writ or decree of any court or other Governmental Authority in any
respect which might materially adversely affect the business, operations,
prospects or condition, financial or otherwise, of WNGS, any of the WNGS
Licenses, the Broadcasting Assets or the transactions contemplated hereby.

         4.13. DTV. WNGS has been assigned Channel 46 by the FCC for the
provision of digital television service. Such assignment has not been vacated,
reversed, stayed, set aside, annulled or suspended, is not the subject of any
pending timely appeal, request for stay, or petition for rehearing,
reconsideration or review by any Person or by the FCC on its motion,



                                      -16-
<PAGE>


and the time for filing any appeal, request, petition, or similar document or
for the reconsideration or review by the FCC on its own motion has expired.
Seller has filed an application with the FCC for a construction permit to
implement WNGS's digital television allotment (the "Initial DTV Application").

         4.14. REPORTS. All returns, notices, reports, statements or other
filings currently required to be filed by Seller or any of its Affiliates with
the FCC, and all material returns, notices, reports, statements or other filings
currently required to be filed by Seller or any of its Affiliates (relating to
or affecting WNGS) with any other federal, state, or local Governmental
Authority, have been filed and complied with and shall continue to be filed and
be in compliance on a current basis until the Closing Date. All such reports,
returns and statements are (or will be, in the case of future reports) complete
and correct.

         4.15. NO MISLEADING STATEMENTS. No representation or warranty made by
Seller in this Agreement (without reference to any "materiality," qualifying or
limiting language set forth therein), and no statement made in any schedule,
exhibit, certificate or other document furnished pursuant to this Agreement,
contains any untrue statement of a material fact or omits or fails to state any
material fact or information necessary to make such representation or warranty
or any such statement not materially misleading.

         4.16. AFFILIATED AND RECENT TRANSACTIONS. Except as described on
SCHEDULE 4.16, neither Seller nor any of its Affiliates is a party to any
transaction relating to or affecting WNGS (each an "Affiliated Transaction").

         4.17. TAXES.

              4.17.1. FILING OF TAX RETURNS. Seller and her Tax Affiliates have
timely filed with the appropriate taxing authorities all federal, state, local
and foreign returns (including, without limitation, information returns and
other material information) in respect of all Taxes required to be filed through
the date hereof. All such income tax returns were complete and accurate in all
material respects. Except as specified in SCHEDULE 4.17, no returns are subject
to an automatic extension and, in addition, neither Seller nor any of her Tax
Affiliates have requested any extension of time within which to file returns
(including, without limitation, information returns) in respect of any Taxes.

              4.17.2. PAYMENT OF TAXES. Seller and her Tax Affiliates have
accurately computed and timely paid all Taxes of any kind that have become due
and payable.


                                      -17-
<PAGE>

               4.17.3. AUDITS. Except as set forth in SCHEDULE 4.17, no material
deficiencies for Taxes have been claimed, proposed, or assessed by any taxing or
other Governmental Authority against Seller or any of her Tax Affiliates. Except
as set forth in SCHEDULE 4.17, there are no pending or, to the best knowledge of
Seller, threatened audits, investigations or claims for or relating to any
material Liability in respect of Taxes, and there are no matters under
discussion with any Governmental Authorities with respect to Taxes that, in the
reasonable judgment of Seller or her counsel, are likely to result in a material
additional amount of Taxes. Audits of federal, state, and local returns for
Seller and her Tax Affiliates for Taxes by the relevant taxing authorities have
been completed for each period set forth in SCHEDULE 4.17 and, except as set
forth in such schedule, Seller and her Tax Affiliates have not been notified
that any taxing authority intends to audit a return for any other period. Except
as set forth in SCHEDULE 4.17, no extension of a statute of limitations relating
to Taxes is in effect with respect to Seller and her Tax Affiliates. No claim
has ever been made by an authority in a jurisdiction where Seller and her Tax
Affiliates do not file Tax Returns that any of them is or may be subject to
taxation by that jurisdiction.

               4.17.4. SOLE PROPRIETORSHIP. Except as set forth on SCHEDULE 4.1
hereto, Seller, at all times, has owned and operated WNGS and the Broadcasting
Assets as a sole proprietorship and has been treated as such for federal income
tax purposes.

               4.18. ENVIRONMENTAL MATTERS.

                    4.18.1. USTS. Except as described on SCHEDULE 4.18, no
underground storage tanks ("USTs"), as defined in RCRA, 42 U.S.C.
Section 6991(1), or applicable state law, exist or, to the best of Seller's
knowledge, has ever existed on, under, in or about any of the Relevant
Property.

                    4.18.2. STUDIES; INVESTIGATIONS. SCHEDULE 4.18 sets forth
all environmental investigations, studies, audits, tests, reviews or other
analyses conducted by, or which are in the possession of, Seller, or of which
Seller is aware, in relation to any Relevant Property, all of which have been
delivered to Buyer prior to the execution of this Agreement.

                    4.18.3. RELEVANT PROPERTY. For purposes of this Agreement,
Relevant Property shall mean all real property and equipment owned, leased,
occupied, controlled or used by WNGS and all real property and equipment
formerly owned, occupied or used by WNGS or used by WNGS.


                                      -18-
<PAGE>

               4.19. LABOR.

                    4.19.1. LABOR PROBLEMS. Except as set forth on SCHEDULE
4.19, there are no and, during the three year period immediately preceding the
date hereof, there have been no, strikes, work stoppages, grievance proceedings,
labor grievances, labor controversies or union organization efforts or, to the
knowledge of Seller, have any been threatened between WNGS, Seller or any of her
Affiliates (with respect to WNGS) and any of their employees or agents or any
union or collective bargaining unit. Except as set forth on SCHEDULE 4.19.2,
neither Seller nor WNGS is a party to any written or oral agreement, consent
decree or court order, and there is no employment manual, employment handbook or
employment practice or policy governing the employment of any of the employees
of Seller or WNGS under which such employment is not terminable on 30 days' (or
less) notice by Seller without penalty or Liability to WNGS, Seller or Buyer.

                    4.19.2. EMPLOYEES AND COMPENSATION. SCHEDULE 4.19 contains a
true, correct and complete list of all employees of WNGS and Seller, including
those currently engaged (or at any time during the sixty (60) days prior to the
date hereof engaged) in the business and operations of WNGS (the "WNGS
Employees"), which employees are separately identified on such Schedule, and a
description of all compensation arrangements affecting all of the scheduled
employees.

               4.20. CABLE CARRIAGE. SCHEDULE 4.20 sets forth:

                           (a) a list of all U.S. cable television systems
which carry WNGS's signal (including the channel position), other than those
which have fewer than 300 subscribers;

                           (b) a list of all Market Cable Systems to which
WNGS has provided a must-carry notice or retransmission consent notice in
accordance with the provisions of the Cable Television Consumer Protection
and Competition Act of 1992, as amended, and the applicable FCC regulations
(collectively, the "Cable Act Requirements") for the three-year period ending
2002, and a list of all Market Cable Systems to which WNGS has not provided
any such must-carry or retransmission consent notice;

                           (c) a list of all retransmission consent and/or
copyright indemnification agreements entered into by Seller with respect to
WNGS for the three-year period ending 2002;

                                      -19-
<PAGE>

                           (d) a list, to Seller's knowledge, of all Market
Cable Systems to which WNGS has provided a must-carry notice, for the
three-year period ending 2002, which have given notice to Seller or WNGS of
such Market Cable System's intention not to carry WNGS or to delete WNGS from
carriage or to change WNGS's channel position on such cable system, other
than pursuant to any agreement described in clause (c) above;

                           (e) a list, to Seller's knowledge, of all notices
received during the three-year periods ending 1999 and 2002, respectively,
from any Market Cable System alleging that WNGS does not deliver an adequate
signal level, as defined in 47 C.F.R. Section 76.55(c)(3), to such Market Cable
System's principal headend (other than any such notice as to which such
failure has been remedied or been determined not to exist), and a list of all
further correspondence with or from any such Market Cable System relating to
such notice;

                           (f) a list, to Seller's knowledge, of all pending
petitions for special relief filed by Seller with the FCC to include any
additional community or area as part of WNGS's television market, as defined
in 47 C.F.R. Section 76.55(e); and

                           (g) a list of all pending petitions for special
relief filed by, or served upon, Seller with the FCC requesting the deletion
of any community or area from WNGS's television market.

          Seller has delivered to Buyer true and correct copies of all material
notices, agreements, correspondence, petitions and other items described in
clauses (c) - (g) of this Section 4.20 that are in Seller's possession.

               4.21. INSURANCE. SCHEDULE 4.21 is a true and complete list as of
the date of this Agreement of all insurance policies that insure any part of the
Broadcasting Assets or the business or operation of WNGS. All policies of
insurance listed in SCHEDULE 4.21 are in full force and effect and no notice of
cancellation has been received with respect to any such policy.

     5.   REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants
to Seller that:

               5.1. ORGANIZATION AND STANDING. Buyer: (a) is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware; (b) has full corporate power and authority to own its properties and
to transact the business in which it is currently engaged and to perform the
obligations required to be performed by it hereunder and to consummate the
transactions contemplated hereby; and (c) is duly qualified to do business and
in


                                      -20-
<PAGE>

good standing as a foreign corporation in every jurisdiction in which the nature
of the business to be conducted by it requires such qualification, except where
the failure to so qualify would not materially adversely affect the transactions
contemplated hereby.

               5.2. AUTHORIZATION AND BINDING OBLIGATIONS. The execution,
delivery and performance of this Agreement and the agreements, exhibits and
other documents to be executed and delivered by Buyer pursuant hereto have been
duly and validly authorized and, upon execution thereof, will be duly executed
and delivered by Buyer and constitute valid and binding agreements of Buyer
enforceable in accordance with their terms except as such enforceability may be
limited by bankruptcy, insolvency, moratorium or other laws relating to or
affecting creditors' rights generally and the exercise of judicial discretion in
accordance with general equitable principles.

               5.3. NO CONTRAVENTION. The execution, delivery and performance of
this Agreement and the other documents to be executed in connection herewith,
the consummation of the transactions contemplated hereby and thereby in
accordance with the terms and conditions hereof and thereof and the compliance
with the provisions hereof and thereof by Buyer do not and will not, after the
giving of notice, or the lapse of time, or otherwise: (a) conflict with or
violate any provisions of the Certificate of Incorporation or Bylaws of Buyer;
(b) result in the breach of, conflict with, or constitute a default under, the
provisions of any agreement or other instrument to which Buyer is a party or by
which the property of Buyer is bound or affected; or (c) violate or conflict
with any laws, regulations, orders, writs, decrees, injunctions or judgments
applicable to Buyer, including the Communications Act.

               5.4. LITIGATION. As of the date hereof, except for administrative
rulemaking or other proceedings of general applicability to the broadcast
industry or as set forth on SCHEDULE 5.4, there is no civil, criminal or
administrative action, suit, demand, claim, litigation, action, proceeding or
investigation of any nature pending or, to the best of Buyer's knowledge,
threatened against or affecting Buyer that would adversely affect its or, if
Buyer assigns its rights hereunder to a permitted assignee, its permitted
assignee's ability to consummate the transactions contemplated in this
Agreement.

               5.5. NO MISLEADING STATEMENTS. No representation or warranty made
by Buyer in this Agreement (without reference to any "materiality," qualifying
or limiting language set forth therein), and no statement made in any schedule,
exhibit, certificate or other document




                                      -21-
<PAGE>

furnished pursuant to this Agreement, contains any untrue statement of a
material fact or omits or fails to state any material fact or information
necessary to make such representation or warranty or any such statement not
materially misleading.

               6.   CONDUCT PENDING CLOSING.

                    6.1. SELLER'S COVENANTS. Seller covenants and agrees that
pending the Closing, except with the prior written consent of Buyer:

                    6.1.1. CONDUCT OF BUSINESS. Subject to the provisions of
this Agreement, Seller shall conduct its business and operations in the normal
and ordinary course of business in substantially the same manner as heretofore
conducted and shall use all reasonable efforts consistent with normal business
practices to preserve and promote such business and to avoid any act which might
have a Material Adverse Effect.

                    6.1.2. ASSETS. Consistent with normal business practices,
Seller shall maintain the Broadcasting Assets in the condition specified in
Section 4.6 hereof.

                    6.1.3. EMPLOYEE COMPENSATION AND BENEFITS. Seller shall not
increase the compensation, expense allowance or other benefits payable or to
become payable to any of the WNGS Employees or pay or arrange to pay any bonus
payment to any such employee; PROVIDED, HOWEVER, that, Seller shall be permitted
to grant bonuses and increases in compensation in the normal and ordinary course
of business consistent with past practices if, in the case of a bonus, such
bonus is paid in full prior to Closing and Buyer shall not have any obligation
with respect thereto after Closing.

                    6.1.4. ORGANIZATION, ETC. Consistent with normal business
practices, Seller shall use commercially reasonable efforts to: (a) maintain the
present quality of the operations of WNGS; (b) preserve the value of WNGS as a
going concern; (c) keep available to WNGS the services of all current WNGS
Employees and make available for employment by Buyer all current WNGS Employees;
and (d) preserve for WNGS the existing relationships with employees, suppliers,
customers, advertisers and their agencies and others having business with WNGS,
including notifying advertisers of the pending sale of the Broadcasting Assets
and providing Buyer with access to WNGS's advertisers to aid in the transition
of ownership of WNGS.

                    6.1.5. INSURANCE. Seller shall cause to be maintained in
effect until the Closing adequate property damage, Liability and other insurance
with respect to its assets,


                                      -22-
<PAGE>

including the Broadcasting Assets and WNGS, the list of the policies governing
which are set forth on SCHEDULE 4.21.

                    6.1.6. TRANSFER OF BROADCASTING ASSETS. Seller shall not
sell, assign, lease or otherwise transfer or dispose of any of the Broadcasting
Assets, except where such disposition is in the ordinary course of business and
the assets involved are either: (a) no longer used or useful; or (b) replaced
with a substantially equivalent asset of substantially equivalent kind,
condition and value.

                    6.1.7. [RESERVED]

                    6.1.8. LITIGATION. Seller shall notify Buyer: (a) of any
litigation pending or, to its knowledge, threatened against or affecting WNGS or
Seller or which challenges or seeks any damages or other payments in connection
with the transactions contemplated hereby; and (b) of any material damage to or
destruction of the Broadcasting Assets.

                    6.1.9. AGREEMENTS. Seller and WNGS shall perform all
obligations (including, without limitation, all payment obligations) required to
be performed by them under all Contracts, and shall not amend or terminate any
Contract or series of related Contracts or other obligations (or waive any
material right thereunder) or enter into any new agreements or arrangements or
series of related Contracts involving payments of or other obligations over
$5,000 which might be binding on or affect WNGS or Buyer after Closing. Except
as required by law, Seller shall not enter into any collective bargaining
agreement, network affiliation agreement, employment agreement (other than an
employment agreement terminable at will), agreement restricting the operation of
WNGS or Benefit Plan or any amendment, extension or other modification of any
existing employment agreement or network affiliation agreement.

                    6.1.10. CONSENTS AND APPROVALS. Seller will, prior to the
Closing Date, use its best efforts to obtain or cause to be obtained: (a)
consents under the Contracts (without any change in the terms and conditions of
any such Contracts that could have an adverse affect on Buyer or the operations
of WNGS) which require the consent of any Person by reason of the transactions
provided for or contemplated in this Agreement; and (b) any other consents,
approvals, waivers, authorizations (without any conditions attached that could
have an adverse affect on Buyer, or the operations of WNGS) and make all
necessary filings identified on


                                      -23-
<PAGE>

SCHEDULE 4.3.2 hereof. Each party shall cooperate with the other to obtain any
such consents or approvals.

                    6.1.11. LICENSES. Except as provided in Section 6.3 hereof,
Seller shall not, by any act or omission to act within its reasonable knowledge
and power, surrender, modify, adversely affect or forfeit any of the WNGS
Licenses or cause the FCC to institute any proceedings for the cancellation,
non-renewal or modification of any of the WNGS Licenses.

                    6.1.12. OFFERS TO PURCHASE. Neither Seller, nor any of its
officers, directors, employees, agents, representatives or Affiliates shall,
either directly or indirectly, entertain or conduct discussions or negotiations
with any Person with respect to any offer or proposal for the, direct or
indirect, purchase or sale of any portion of the assets or interests of Seller
or WNGS, or with respect to any financing, merger, acquisition, combination,
consolidation or similar transaction involving Seller, WNGS or any significant
assets or business of WNGS, or enter into any agreement or transaction relating
to any of the foregoing.

                    6.1.13. NO BREACH OF REPRESENTATIONS AND WARRANTIES. Seller
shall not take any action or pursue any other course of conduct, or fail to take
any action, that would cause any of the representations and warranties made by
Seller in this Agreement (or any document delivered in connection herewith) to
be materially untrue, incorrect or inaccurate.

                    6.1.14. EMPLOYEE NOTIFICATION REQUIREMENTS.

                           (a) NOTICE. Seller shall provide timely notice to
her employees pursuant to the Worker Adjustment and Retraining Notification
Act, 29 U.S.C.ss.ss.2102-09, if applicable.

                           (b) AUTHORITY. Seller shall immediately notify the
Buyer of any activity by any labor organization at WNGS or any activity by
any labor organization directed at organizing the employees or any group of
employees of WNGS.

                    6.1.15. COMPLIANCE WITH LAWS. Seller shall comply with all
laws, rules and regulations applicable or relating to Seller, WNGS and the
business, operations and assets of Seller, including the Broadcasting Assets.

                    6.1.16. [RESERVED].

                    6.1.17. NO VIOLATIONS. Seller shall take all reasonable
actions to prevent, and Seller shall not take any action that would cause, a
breach of this Agreement.


                                      -24-
<PAGE>

                    6.1.18. ACCESS AND INFORMATION. Seller shall give Buyer and
its counsel, accountants, engineers, investment bankers, potential lenders and
other authorized representatives reasonable access upon reasonable advance
notice during normal business hours throughout the period prior to the Closing
Date, to all of WNGS's and Seller's books, records (including all employee
files), agreements, reports, and other documents and all of the Broadcasting
Assets and shall furnish Buyer, its counsel, accountants, engineers, investment
bankers, potential lenders and other authorized representatives during such
period with all information concerning the affairs of Seller and WNGS as they
may reasonably request in order to enable Buyer to make such examinations and
investigations thereof as it shall deem necessary, and Seller will make
employees, attorneys, agents and accountants available to discuss with Buyer and
its representatives such aspects of the business and operations of WNGS and
Seller as Buyer may require (it being understood that the foregoing shall
include such access as Buyer may reasonably require to the management of WNGS to
enable Buyer to obtain information about the WNGS Employees that Buyer may elect
to retain in connection with the transactions contemplated hereby).

                    6.1.19. DELIVERY OF SUPPLEMENT. Seller shall deliver to
Buyer a supplement to the Schedules to this Agreement promptly after she becomes
aware of any event that changes any representation or warranty made by Seller in
this Agreement or any statement made in any of Seller's Schedules or in any
supplement; PROVIDED, HOWEVER, nothing contained in any supplement shall be
deemed to modify, amend or supplement said representations or warranties for
purposes of Section 4 of this Agreement unless Buyer shall have consented
specifically thereto in writing.

                    6.1.20. FILM CONTRACTS. Subject to the provision of Section
2.2.2(c), Seller shall, at or prior to Closing, satisfy in full any and all
payment and other obligations under: (a) all film and other programming
Contracts that have become or are due and payable at or prior to the Closing
Date without regard to any extension of time for payment therefrom; and (b) any
Contract that is not included in the Broadcasting Assets.

                    6.1.21. SATISFACTION OF FUNDED DEBT AND PRE-CLOSING
LIABILITIES; REMOVAL OF ENCUMBRANCES.

                           (a) Except as set forth on SCHEDULE 6.1.21 hereto,
Seller shall, prior to Closing, pay off or otherwise satisfy, fully and
completely, any and all of the


                                      -25-
<PAGE>

Liabilities and other obligations arising out of events occurring on or prior to
the Closing relating to or affecting WNGS or the Broadcasting Assets, other than
Assumed Obligations;

                           (b) Seller shall, prior to Closing, have removed any
and all Encumbrances of any kind and nature from the Broadcasting Assets and the
WNGS Licenses other than Permitted Encumbrances; and

                           (c) Seller shall, prior to Closing, have terminated
any Affiliated Transaction without any further cost or Liability to Buyer.

                    6.2. BUYER'S COVENANTS. Buyer covenants and agrees that
prior to Closing:

                    6.2.1. ORGANIZATION, ETC. Consistent with normal business
practices, Buyer shall use its reasonable best efforts to prevent any change in
its business organization or financial capacity that would materially impair its
ability to consummate the transactions contemplated hereby.

                    6.2.2. LITIGATION. Buyer shall notify Seller: (a) of any
litigation pending or, to its knowledge, threatened against or affecting Buyer
or which challenges or seeks any damages or other payments in connection with
the transactions contemplated hereby; and (b) any change that would adversely
affect its ability to own the WNGS Licenses.

                    6.2.3. NO BREACH OF REPRESENTATIONS AND WARRANTIES. Buyer
shall not take any action or pursue any other course of conduct, or fail to
take any action, that would cause any of the representations and warranties
made by the Buyer in this Agreement to be materially untrue, incorrect or
inaccurate.

                    6.2.4. NO VIOLATIONS. Buyer shall take all reasonable
actions to prevent, and Buyer shall not take any action that would cause, a
breach of this Agreement.

                    6.3. [RESERVED].

                    6.4. DUE DILIGENCE. Buyer may terminate this Agreement at
any time prior to January 5, 2000 if Buyer is not satisfied with its due
diligence review of the business, operations and affairs of WNGS.
Notwithstanding and without limiting the foregoing, Buyer may terminate this
Agreement at any time prior to January 15, 2000, if Buyer is not satisfied that
it will obtain necessary authorizations for, or be able to commence in a timely
manner, digital operations of WNGS on channel 46 at a transmitter site and with
transmitter power output, transmitting antenna height and other technical
parameters satisfactory to Buyer.


                                      -26-
<PAGE>

     7.  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES.

               7.1. CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. The
obligations of the Buyer under this Agreement are subject, at the Buyer's
option, to the satisfaction on or prior to the Closing Date of each of the
following express conditions precedent:

                    7.1.1. FCC. The conditions specified in Section 3.3
hereof shall have been met and the FCC shall have granted the License
Application (in form reasonably satisfactory to Buyer), which grant shall not
have been vacated, reversed, stayed, enjoined, set aside, annulled or
suspended, shall not be subject to any pending timely appeal, request for
stay, request or petition for rehearing, reconsideration or review by any
Person or by the FCC on its motion and the time for filing any appeal,
request, petition, or similar document or for the reconsideration or review
by the FCC on its own motion shall have expired.

                    7.1.2. ACCURACY OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties of Seller contained in this Agreement (and in
any document delivered in connection herewith) shall be true and correct in
all respects when made and at and as of the Closing Date as though made at
and as of that time (without regard to any "materiality," "knowledge," or
"awareness" limiting or qualifying language stated therein), except to the
extent the failure to be true and correct, in the aggregate, would not or
could not reasonably be expected to have a Material Adverse Effect, and Buyer
shall have received a certificate, executed by Seller, repeating, as of the
Closing Date, all such representations and warranties.

                    7.1.3. COMPLIANCE WITH AGREEMENT. Seller shall have
performed and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed or
complied with by her prior to or on the Closing Date.

                    7.1.4. NO OBSTRUCTIVE PROCEEDING.

                           (a)  NO LITIGATION. No action, suit,
investigation, or proceeding shall have been instituted or be pending against
or affecting any of the parties to this Agreement or any of their Affiliates
before any court or any other Governmental Authority to restrain or prohibit,
or to obtain substantial damages in respect of, this Agreement or the
consummation of the transactions contemplated hereby, which may reasonably be
expected to result in a preliminary or permanent injunction against
consummating the transactions contemplated hereby or, if the transactions
contemplated hereby were consummated, an order to nullify or render
ineffective this Agreement or such transactions, or the recovery against Buyer

                                      -27-
<PAGE>

of substantial damages or otherwise have a material adverse effect on Buyer, the
business or operations of WNGS or the Broadcasting Assets;

                           (b)  NO GOVERNMENTAL INTERVENTION. None of the
parties to this Agreement or their Affiliates shall have received written
notice from any Governmental Authority of: (i) its intention to institute any
action or proceeding to restrain or enjoin or nullify or render ineffective
this Agreement or the transactions contemplated hereby if consummated, or
commence any investigation into the consummation of this Agreement or the
transactions contemplated hereby; or (ii the actual commencement of such an
investigation;

                           (c)  NO ORDER. No order, decree or judgment of any
Governmental Authority shall be subsisting against any of the parties which
would render it unlawful or materially restrain or limit Buyer's ability, as
of the Closing Date, to effect the transactions contemplated hereunder in
accordance with the terms hereof or to operate WNGS as presently being
conducted.

                    7.1.5. NO CHANGES.

                           (a)  At the Closing, WNGS's network affiliation
agreement with UPN shall be in full force and effect, with no amendments
thereto between the date hereof and the Closing.

                           (b)  From the date hereof until the Closing, there
shall have been no adverse change in WNGS's relationship with UPN or any
cable system on which WNGS is broadcast on the date hereof; and

                           (c)  From the date hereof until the Closing,
neither UPN nor any cable system on which WNGS is broadcast on the date
hereof shall have sent any notice of cancellation of, or intention to modify,
its relationship with Seller or WNGS.

                   7.1.6. CONSENTS. Seller shall have (a) obtained and
delivered to Buyer all consents, approvals, and permits necessary for the
consummation of transactions contemplated hereby, with no adverse condition
attached (including any adverse change in the terms and conditions of any
Contract included in the Assumed Obligations) and no material expense imposed
upon Buyer and (b) made all necessary filings identified on SCHEDULE 4.3.2
hereto. All necessary local zoning and other approvals required to construct
and operate the facilities specified in the Relocation Application shall have
been obtained and such approvals shall not have been vacated, reversed,
stayed, set aside, annulled or suspended, shall not be

                                      -28-
<PAGE>

subject to any pending timely appeal, request for stay, or petition for
rehearing, reconsideration or review by any Person or by the local zoning or
other authority on its own motion, and the time for filing any appeal, request,
petition or similar document or for the reconsideration or review by the local
zoning or other authority on its own motion shall have expired.

                    7.1.7. OFFICERS' CERTIFICATES. Seller shall have
delivered to Buyer a certificate, dated the Closing Date to the effect that
the conditions set forth in Sections 7.1.2, 7.1.3, 7.1.4, 7.1.5, 7.1.6 and
7.1.11 have been satisfied.

                    7.1.8. OPINION OF COUNSEL. Buyer shall have received the
written opinion of McQuaid, Metzler, Bedford and Van Zandt, L.L.P., counsel
for Seller, dated the Closing Date, substantially in the form attached to
this Agreement as EXHIBIT D.

                    7.1.9. CERTIFICATIONS. Seller shall have delivered to
Buyer a schedule and certification showing in all material respects: (a) the
fees payable after the Closing Date under all WNGS program license
agreements; (b) all Contracts or amendments, renewals or other modifications
thereof that have been entered into by Seller after the date of this
Agreement with respect to WNGS.

                    7.1.10. HSRA WAITING PERIOD. The applicable waiting
period(s) under HSRA with respect to the transactions contemplated by this
Agreement shall have expired.

                    7.1.11. COPIES OF DOCUMENTS. Seller shall have delivered
to Buyer copies of all documents required to be delivered pursuant to the
Agreement, including but not limited to, all Contracts listed in the schedule
delivered pursuant to Section 7.1.9(b) hereof.

                    7.1.12. ANALOG AUTHORIZATION. The FCC shall have issued a
construction permit to modify WNGS's Modification Authorization to authorize
WNGS's operation at a transmitter site in Colden, New York selected by Seller
with transmitter power output, transmitting antenna height, transmitting
antenna beam tilt and other technical parameters equivalent to or greater
than those specified in the Modification Application ("Relocation
Authorization"). Such Relocation Authorization shall enable WNGS to provide a
Grade A signal contour, Grade B signal contour, and City Grade signal contour
equal to or greater than that proposed in the Modification Application.

                    7.1.13. PROCEEDINGS. All proceedings to be taken in
connection with the consummation of the transactions contemplated by this
Agreement, and all documents incident thereto, shall be reasonably
satisfactory in form and substance to Buyer and its counsel,

                                      -29-
<PAGE>

and Buyer and its counsel shall have received copies of such documents as Buyer
or its counsel, as the case may be, may reasonably request in connection with
said transactions.

                    7.1.14. DELIVERY OF INSTRUMENTS OF CONVEYANCE AND
TRANSFER. Buyer shall have received the instruments and other documents (in
form and substance reasonably satisfactory to its counsel) required to be
delivered to it pursuant to Section 8 hereof.

                    7.1.15. TOWER SPACE LEASE. If WNGS is not broadcasting on
a tower in Colden, New York at the time of Closing, the Tower Space Lease
shall be in effect.

               7.2. CONDITIONS TO OBLIGATIONS OF SELLER. The obligations of
Seller at Closing are subject, at Seller's option, to the fulfillment prior
to or at the Closing Date of each of the following conditions:

                    7.2.1. FCC CONSENT. The FCC Consent shall have been
obtained.

                    7.2.2. ACCURACY OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties of Buyer or its permitted assignee contained
in this Agreement (and any document delivered in connection herewith) shall
be true and correct in all respects at and as of the Closing Date as though
made at and as of that time (without regard to any "materiality,"
"knowledge," or "awareness" limiting or qualifying language stated therein),
except where the failure to be true and correct, in the aggregate, would not
have a material adverse effect on the ability of Seller to consummate the
transactions contemplated hereby, and Seller shall have received a
certificate, executed on behalf of Buyer or its permitted assignee by an
officer thereof, to that effect.

                    7.2.3. COMPLIANCE WITH AGREEMENT. Buyer or its permitted
assignee shall have performed and complied in all material respects with all
covenants, agreements and conditions required by this Agreement to be
performed or complied with by it prior to or on the Closing Date.

                    7.2.4. NO OBSTRUCTIVE PROCEEDING.

                           (a)  NO LITIGATION. No action, suit,
investigation, or proceeding shall be pending against any of the parties to
this Agreement or any of their Affiliates before any court or any other
Governmental Authority to restrain or prohibit, or to obtain substantial
damages in respect of, this Agreement or the consummation of the transactions
contemplated hereby, which may reasonably be expected to result in a
preliminary or permanent injunction against consummating the transactions
contemplated hereby or, if the transactions

                                      -30-
<PAGE>

contemplated hereby were consummated, an order to nullify or render ineffective
this Agreement or such transactions, or the recovery against Seller of
substantial damages or otherwise have a material adverse effect on Seller.

                           (b)  NO GOVERNMENTAL INTERVENTION. None of the
parties to this Agreement or their Affiliates shall have received written
notice from any Governmental Authority of: (i) its intention to institute any
action or proceeding to restrain or enjoin or nullify or render ineffective
this Agreement or the transactions contemplated hereby if consummated, or
commence any investigation into the consummation of this Agreement and the
transactions contemplated hereby; or (ii) the actual commencement of such an
investigation.

                           (c)  NO ORDER. No order, decree or judgment of any
Governmental Authority shall be subsisting against any of the parties which
would render it unlawful or materially restrain or limit Seller's ability, as
of the Closing Date, to effect the transactions contemplated hereunder in
accordance with the terms hereof.

                    7.2.5. PROCEEDINGS. All proceedings to be taken in
connection with the consummation of the transactions contemplated by this
Agreement, and all documents incident thereto, shall be reasonably
satisfactory in form and substance to Seller and her counsel, and Seller and
her counsel shall have received copies of such documents as Seller or her
counsel, as the case may be, may reasonably request in connection with said
transactions.

                    7.2.6. OPINION OF COUNSEL. Agent shall have received the
written opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for
Buyer, dated the Closing Date, substantially in the form attached hereto as
EXHIBIT E.

                    7.2.7. HSRA WAITING PERIOD. The applicable waiting
period(s) under HSRA with respect to the transactions contemplated by this
Agreement shall have expired.

                    7.2.8. OFFICER'S CERTIFICATE. Buyer shall have delivered
to Seller a certificate signed by its Chairman, President or Vice President
and its Secretary or Assistant Secretary dated the Closing Date, to the
effect that the conditions set forth in Sections 7.2.2, 7.2.3 and 7.2.4 have
been satisfied.

     8. INSTRUMENTS OF CONVEYANCE AND TRANSFER. Subject to Section 2.4.3 hereof,
at the Closing, to effect the transfers, conveyances and assignments from Seller
to Buyer, Seller shall deliver to Buyer bills of sale, certificates, assignments
and other instruments of transfer assigning, transferring and conveying to Buyer
all of Seller's right, title and interest in, to and



                                      -31-
<PAGE>

under all of the property included in the Broadcasting Assets, free and clear of
all Encumbrances of any kind other than Permitted Encumbrances, all in form and
substance reasonably satisfactory to counsel for Buyer, and dated the Closing
Date, including:

                           (a) ASSIGNMENT OF LEASES. Assignments of all of
Seller's right, title and interest in, to and under the leases and leasehold
interests in property included in the Broadcasting Assets, including all rights
of Seller under the lease agreements referred to in SCHEDULE 1-C hereto;

                           (b) BILL OF SALE. A bill of sale for all tangible
personal property included in the Broadcasting Assets;

                           (c) ASSIGNMENTS OF LICENSES. Assignments of the WNGS
Licenses; and

                           (d) ASSIGNMENTS OF CONTRACTS. Assignments of all of
Seller's right, title and interest in, to and under all contracts and other
intangible assets included in the Broadcasting Assets.

     9.   [RESERVED].

     10.  EMPLOYEES.

               10.1. [RESERVED].

               10.2. CONTINUED EMPLOYMENT; PRORATIONS.

                     10.2.1. RIGHT TO CONTINUE EMPLOYMENT. On the Closing
Date, Buyer shall have the right but not the obligation to offer employment
to any WNGS Employee ("Buyer's Employees"), with such compensation, benefits
and other terms of employment as Buyer shall determine; PROVIDED, THAT,
nothing herein shall require Buyer to continue the employment of any such
person for any period of time.

                     10.2.2. COOPERATION. To the extent permitted by law,
Seller shall cooperate with Buyer's attempts to obtain information relating
to the WNGS Employees, including making available to Buyer the employees
personnel files and performance evaluations. Seller will make all reasonable
efforts to assist Buyer in making a smooth transition after Closing.

                     10.2.3. ACCRUED COMPENSATION. All personal days,
vacation and bonuses of the WNGS Employees that are accrued but unpaid at the
Closing Date shall be paid by Seller.

                                      -32-
<PAGE>

               10.3. NO LIABILITY FOR EMPLOYEE PLANS. Seller shall be solely
liable and responsible for providing continuation coverage under Code Section
4980B and Part 6 of Title I of ERISA or under the New York Insurance Code
with respect to any qualifying event that occurs on or prior to the Closing
Date, including any continuation coverage requirements that arise as a result
of the failure of Buyer to continue employment or to maintain a Group Health
Plan as defined in section 4980B(g) of the Code or a group policy under the
New York Insurance Code. Any expenses and benefits with respect to medical
claims incurred by any current or former employees of Seller or their covered
dependents on or before the Closing Date shall be the responsibility of
Seller.

     11.  RISK OF LOSS; CASUALTY OR CONDEMNATION.

               11.1. RISK OF LOSS. The risk of any loss, damage or
impairment, confiscation or condemnation of the Broadcasting Assets or any
part thereof from fire or any other casualty or cause shall be borne by
Seller at all times prior to the Closing.

               11.2. CASUALTY.

                     (a)  If the Broadcasting Assets are damaged or destroyed
by fire or other casualty or cause between the date hereof and the Closing
Date and the repair cost, individually or in the aggregate (the "Repair
Cost"), will exceed $200,000, Buyer shall have the option either: (i) to
accept the Broadcasting Assets in their damaged or destroyed condition with
(x) Seller and her Affiliates assigning or delivering to Buyer all of their
rights to any insurance proceeds for such damage or destruction and (y) the
Purchase Price being reduced by the difference between the amount, if any,
that the Repair Cost exceeds such insurance proceeds received by Buyer (the
"Insurance Deficiency") up to an amount not to exceed $1,000,000; or (ii)
unless Seller agrees to pay the full amount of such repair cost and such
repairs can be so substantially completed prior to the Closing Date that
broadcast activities can be conducted unabated from and after the Closing, to
cancel this Agreement by giving written notice to Seller not later than
fifteen (15) days after the Repair Cost is determined. Seller shall promptly
notify Buyer in writing of any fire or other casualty occurring with respect
to the Broadcasting Assets. Seller shall provide Buyer and its agents and
contractors with access to any damaged Broadcasting Assets following any fire
or other casualty so that Buyer can obtain an estimate of the Repair Cost
within thirty (30) days after Seller notifies Buyer of the fire or other
casualty.

                                      -33-
<PAGE>

                     (b)  If any of the Broadcasting Assets are damaged or
destroyed by fire or other casualty or cause between the date hereof and the
Closing Date and the Repair Cost is equal to or less than $200,000, the Buyer
shall accept the Broadcasting Assets in their damaged or destroyed condition
with Seller and her Affiliates assigning or delivering to Buyer all of their
rights to any insurance proceeds for such damage or destruction and the
Purchase Price being reduced by the amount of the Insurance Deficiency, if
any.

               11.3. REPAIR PARAMETERS. If any of the Broadcasting Assets are
damaged or destroyed by fire or other casualty or cause between the date
hereof and the Closing Date and Buyer elects to have Seller repair such
damage, all repairs shall be: (a) completed at least fifteen (15) days prior
to the Closing Date; (b) completed in a good and workmanlike manner, using
materials, labors and finishes resulting in the completed repairs being of
the same or better quality than immediately prior to the damage; and (c)
subject to the reasonable approval of Buyer's engineers or contractors.

               11.4. FAILURE OF BROADCAST TRANSMISSION. Notwithstanding any
provision of this Agreement to the contrary and except in connection with
relocation of WNGS's broadcasting transmission tower at Buyer's request, in
the event WNGS's signal ceases to be carried by any U.S. cable television
system which carries WNGS's signal on the date hereof as a result of a
reduction in the power of WNGS's broadcast transmission: (a) for a period of
five consecutive days, Buyer shall have the right, by written notice to
Seller, to terminate this Agreement without further obligation to Seller
hereunder; or (b) on the scheduled Closing Date, the Closing shall not take
place on the scheduled Closing Date and the Buyer shall have the right to
terminate this Agreement, if such failure is not cured within two (2) days.

     12.  BOOKS AND RECORDS. Buyer shall be entitled to all records,
including but not limited to, books of account, technical information and
engineering data, programming information, employment records, customer lists
and files, advertising records, FCC logs, asset history files and other files
relating to WNGS operations on or prior to the Closing Date as shall be
reasonably necessary to the maintenance of the business affairs of WNGS after
the Closing Date; PROVIDED, HOWEVER, that for a period of six (6) years,
Buyer shall retain and make available for inspection by Seller for any
reasonable purpose all such records, books of account, files, documents and
correspondence, and Buyer shall not dispose of, alter or destroy any such
materials without giving sixty (60) days' prior written notice to Seller and
Seller may, at its

                                      -34-
<PAGE>

expense, examine, make copies of, or take possession of such materials. Within
five (5) days after the Closing, Seller shall deliver to Buyer in accordance
with Buyer's instructions all documents relating to WNGS that are in the
possession of Seller or any of her representatives, agents or Affiliates. For a
period of six (6) years after the Closing Date Seller and her Affiliates shall
give Buyer and its counsel and accountants reasonable access, during normal
business hours and in accordance with mutually satisfactory prior arrangements,
to such other records, books of account, files, documents and correspondence
relating to WNGS prior to the Closing Date which Buyer may reasonably deem
necessary to comply with applicable federal or state securities laws in
connection with any financing the Buyer may be effecting.

     13.  POSSESSION AND CONTROL OF WNGS. Notwithstanding any other provision of
this Agreement, between the date of this Agreement and the Closing Date, Seller
shall retain ultimate control over the management and operations of WNGS.
Neither title to the Broadcasting Assets, nor right to possession at WNGS shall,
directly or indirectly, pass to Buyer until the Closing Date.

     14.  BROKERS. Seller represents and warrants to Buyer that neither Seller
nor any of her Affiliates has engaged any broker, finder or consultant in
connection with this Agreement or the transactions contemplated herein or any
aspect hereof, other than The Exline Company, the brokerage commission of which
shall be paid by Seller at Closing. Buyer represents and warrants to Seller that
it has not engaged any broker, finder or consultant in connection with this
Agreement. Subject to the previous sentence, each party agrees to indemnify and
hold the other parties harmless from any and all loss, cost, Liability, damage
and expense (including legal and other expenses incident thereto) in respect of
any claim for a broker, finder or consultant's fee or commission or similar
payment by virtue of any alleged agreements, arrangements or understandings with
the indemnifying party or any of its Affiliates. Buyer is not aware that any of
Buyer's officers were contacted by Blackburn & Company, Inc. in connection with
the transactions contemplated by this Agreement.

     15.  SURVIVAL; INDEMNIFICATION.

               15.1. SURVIVAL. The several representations and warranties of
the parties contained in this Agreement (or in any document delivered in
connection herewith) shall be deemed to have been made on the date of this
Agreement and on the Closing Date, shall survive the Closing Date and shall
remain operative and in full force and effect without limitation;

                                      -35-
<PAGE>

PROVIDED, HOWEVER, that any claim made with respect to the representations and
warranties of: Seller contained in (a) Sections 4.3 (No Contravention;
Consents), 4.4 (Year 2000), 4.6 (Condition of Assets), 4.8 (Contracts), 4.16
(Affiliated Transactions) and 4.21 (Insurance) must be made within one (1) year
from the Closing Date; (b) Section 4.10 (ERISA), must be made within seven (7)
years from the Closing Date; and (c) Section 4.19 (Labor), must be made within
four (4) years from the Closing Date. The several covenants and agreements of
the parties contained in this Agreement (or in any document delivered in
connection herewith) shall remain operative and in full force and effect without
any time limitation, except as any such covenant or agreement shall be limited
in duration by the express terms hereof.

               15.2. SELLER'S INDEMNIFICATION.

                     15.2.1. GENERALLY. Subject to the limitations contained
in this Section 15, Seller shall indemnify, defend and hold harmless Buyer,
its Affiliates and each of their respective officers, directors, employees,
stockholders, agents and representatives and each of the heirs, executors,
successors and assigns of any of the foregoing (the "Buyer Indemnitees") from
and against, and pay or reimburse the Buyer Indemnitees for, any and all
losses, Liabilities, damages, obligations, fines, expenses, claims, demands,
actions, suits, proceedings, judgments or settlements, whether or not
resulting from Third Party Claims, including interest and penalties recovered
by a third party with respect thereto and reasonable out-of-pocket expenses
and reasonable attorneys' and accountants' fees and expenses incurred in the
investigation or defense of any of the same or in asserting, preserving or
enforcing any rights hereunder, suffered or incurred (collectively,
"Damages") by the Buyer Indemnitees, relating to or arising from:

                             (a)  any breach by Seller of any of its
covenants or agreements contained in this Agreement;

                             (b)  any breach or inaccuracy of any
representation or warranty of Seller contained in this Agreement or in any
certificate delivered pursuant hereto (without regard to any materiality,
limitation or qualification language contained therein); or

                             (c)  any of the Retained Liabilities.

                     15.2.2. LIMITATIONS. Seller shall not have any liability
under Section 15.2.1(b) unless the aggregate of all Damages for which Seller
would, but for this provision, be liable under Section 15.2.1(b) exceed on a
cumulative pre-tax basis an amount equal to $50,000 (the "Indemnity Basket"),
and in such event payments shall be made from dollar one.

                                      -36-
<PAGE>

               15.3. BUYER'S INDEMNIFICATION.

                     15.3.1. GENERALLY. Buyer shall indemnify, defend and
hold harmless Seller, her Affiliates and each of their respective officers,
directors, employees, agents and representatives and each of the heirs,
executors, successors and assigns of any of the foregoing (the "Seller
Indemnitees"), from and against, and pay or reimburse the Seller Indemnitees
for, all Damages suffered or incurred by the Seller Indemnitees, relating to
or arising from:

                             (a)  Buyer's breach of any of its covenants or
agreements contained in this Agreement;

                             (b)  any breach of inaccuracy of any
representation or warranty of Buyer contained in this Agreement or in any
certificate delivered pursuant hereto; or

                             (c)  except to the extent of Seller's
indemnification obligation under Section 15.2, any of the Assumed Obligations.

                     15.3.2. TAXES. All payments made pursuant to Section 15
of this Agreement shall be made free and clear of, and without reduction or
withholding of, any Taxes. If any Taxes are payable in respect of any such
payment, the amount of such payment shall be increased to the extent
necessary to yield (after payment of all Taxes) the same amount that would
have been received if no Taxes were payable in respect of the payment.

               15.4. SELLER'S SATISFACTION OF RETAINED LIABILITIES. Seller
agrees to discharge all contingent Retained Liabilities as the same become due
and payable.

               15.5. LIMITATIONS. No officer, director, employee, agent or
partner of Buyer, or any Affiliate thereof shall have any personal liability
under this Agreement or any document delivered in connection herewith arising
from or in connection with its execution of any agreement, certificate or other
instrument executed by such officer, director, employee, agent or partner in
connection with the transactions contemplated by this Agreement.

               15.6. METHOD OF ASSERTING CLAIM.

                     15.6.1. THIRD PARTY CLAIMS.

                             (a)  A Person seeking indemnification under this
Section 15 (an "Indemnified Person") shall give written notification to the
Person from whom indemnification is sought (the "Indemnifying Person") of the
commencement of any suit or proceeding relating to a third party (each a
"Third Party Claim"). Such notification shall be given within twenty (20)
business days after receipt by the Indemnified Person of notice of such

                                      -37-
<PAGE>

Third Party Claim; PROVIDED, HOWEVER, that no delay or failure on the part of
the Indemnified Person in notifying the Indemnifying Person shall relieve the
Indemnifying Person of any Liability or obligation hereunder except to the
extent of any Damages caused by or arising out of such delay or failure. Such
notice shall be accompanied by copies of any summons, complaint or other
pleading which may have been served on, and any written demand received by, the
Indemnified Person relating to such Third Party Claim.

                             (b)  Within fifteen (15) days after delivery of
such notification, the Indemnifying Person may, upon written notice thereof
to the Indemnified Person, assume control of the defense of such suit, claim
or proceeding (at the expense of the Indemnifying Person) with counsel
reasonably satisfactory to the Indemnified Person. If the Indemnifying Person
does not so assume control of such defense, the Indemnified Person shall
control such defense. The Indemnifying Person shall be liable for the fees
and expenses of counsel employed by the Indemnified Person for any period
during which the Indemnifying Person has not assumed the defense thereof
(other than during any period in which the Indemnified Person shall have
failed to give notice of the Third Party Claim as provided above).
Notwithstanding the foregoing, the Indemnifying Person shall not be entitled
to assume the defense of any Third Party Claim (and shall be liable for the
reasonable fees and expenses of counsel incurred by the Indemnified Person in
defending such Third Party Claim) if the Third Party Claim seeks an order,
injunction or other relief for other than money damages against the
Indemnified Person which the Indemnified Person reasonably determines, after
conferring with its outside counsel, cannot be separated from any related
claim for money damages. If such injunctive relief or other nonmonetary
relief portion of the Third Party Claim can be so separated from that for
money damages, the Indemnifying Person shall be entitled to assume the
defense of the portion relating to money damages. Any party not controlling a
defense (the "Non-controlling Party") of a Third Party Claim may participate
therein at its own expense. The party controlling such defense (the
"Controlling Party") shall keep the Non-controlling Party advised of the
status of such suit or proceeding and the defense thereof and shall consider
in good faith recommendations made by the Non-controlling Party with respect
thereto. The Non-controlling Party shall furnish the Controlling Party with
such information as it may have with respect to such suit or proceeding
(including copies of any summons, complaint or other pleading that may have
been served on such party and any written claim, demand, invoice,

                                      -38-
<PAGE>

billing or other document evidencing or asserting the same) and shall otherwise
cooperate with and assist the Controlling Party in the defense of such suit or
proceeding. If the Indemnifying Person chooses to defend or prosecute any Third
Party Claim, the Indemnified Person will agree to any settlement, compromise or
discharge of such Third Party Claim which the Indemnifying Person may recommend
and which by its terms obligates the Indemnifying Person to pay the full amount
of liability in connection with such Third Party Claim; PROVIDED, HOWEVER, that
without the Indemnified Person's consent (which consent shall not be
unreasonably withheld in the case of clause (ii) below), the Indemnifying Person
shall not consent to entry of any judgment or enter into any settlement (i) that
provides for injunctive or other nonmonetary relief adversely affecting the
Indemnified Person or (ii) that does not include as an unconditional term
thereof the giving by each claimant or plaintiff to such Indemnified Person of a
release from all liability with respect to such claim. The Indemnified Person
shall not admit any liability with respect to, or settle, compromise or
discharge, any Third Party Claim (A) for which the Indemnifying Person shall
have assumed the defense or (B) which involves a claim for monetary relief for
which indemnification may be sought hereunder, without the Indemnifying Person's
prior written consent (which consent shall not be unreasonably withheld).

                     15.6.2. INDEMNIFICATION CLAIMS BY THE PARTIES.

                             (a)  In the event any Indemnified Person should
have a claim against any Indemnifying Person under Section 15.2 or 15.3
hereof that does not involve a Third Party Claim being asserted against or
sought to be collected from such Indemnified Party, an Indemnified Person
shall give written notification (a "Claim Notice") to the Indemnifying Person
which contains (i) a description and the amount (the "Claimed Amount"),
including the basis therefor, of any Damages incurred by the Indemnified
Person, (ii) a statement that the Indemnified Person is entitled to
indemnification under this Section 15 for such Damages and a reasonable
explanation of the basis therefor, and (iii) a demand for payment in the
amount of such Damages, subject to the limitations contained in this Section
15; PROVIDED, HOWEVER, that no delay or failure in giving a Claim Notice
shall relieve the Indemnifying Person of any Liability or obligation
hereunder except to the extent of any Damages caused by or arising out of
such delay or failure.

                             (b)  Within fifteen (15) days after delivery of
a Claim Notice, the Indemnifying Person shall deliver to the Indemnified
Person a written response (the

                                      -39-
<PAGE>

"Response") in which the Indemnifying Person shall: (i) agree that the
Indemnified Person is entitled to receive all of the Claimed Amount; (ii) agree
that the Indemnified Person is entitled to receive part, but not all, of the
Claimed Amount (the "Agreed Amount"); or (iii) dispute that the Indemnified
Person is entitled to receive any of the Claimed Amount. If the Indemnifying
Person in the Response disputes the payment of all or part of the Claimed
Amount, the Indemnifying Person and the Indemnified Person shall follow the
procedures set forth in Section 15.6.2(c) for the resolution of such dispute (a
"Dispute"). If the Indemnifying Person does not deliver a Response within thirty
(30) days after receipt of a Claim Notice, the claim shall be conclusively
deemed a Liability of the Indemnifying Person under Section 15.2 or 15.3, as the
case may be, and the Indemnifying Person shall pay the Claimed Amount to the
Indemnified Person on demand.

                             (c)  During the 60-day period following the
delivery of a Response that reflects a Dispute, the Indemnifying Person and
the Indemnified Person shall use good faith efforts to resolve the Dispute.
If the Dispute is not resolved within such 60-day period, the Indemnifying
Person and the Indemnified Person shall discuss in good faith the submission
of the Dispute to a mutually acceptable alternative dispute resolution
procedure (which may be non-binding or binding upon the parties, as they
agree in advance) (the "ADR Procedure"). In the event the Indemnifying Person
and the Indemnified Person agree upon an ADR Procedure, such parties shall,
in consultation with the chosen dispute resolution service (the "ADR
Service"), promptly agree upon a format and timetable for the ADR Procedure,
agree upon the rules applicable to the ADR Procedure, and promptly undertake
the ADR Procedure. The provisions of this Section 15.6.2(c) shall not
obligate the Indemnifying Person and the Indemnified Person to pursue an ADR
Procedure or prevent either such party from pursuing the Dispute in a court
of competent jurisdiction; PROVIDED, THAT, if the Indemnifying Person and the
Indemnified Person agree to pursue an ADR Procedure, neither the Indemnifying
Person nor the Indemnified Person may commence litigation or seek other
remedies with respect to the Dispute prior to the completion of such ADR
Procedure. Any ADR Procedure undertaken by the Indemnifying Person and the
Indemnified Person shall be considered a compromise negotiation for purposes
of federal and state rules of evidence, and all statements, offers, opinions
and disclosures (whether written or oral) made in the course of the ADR
Procedure by or on behalf of the Indemnifying Person, the Indemnified Person
or the ADR Service shall be treated as

                                      -40-
<PAGE>

confidential and, where appropriate, as privileged work product. Such
statements, offers, opinions and disclosures shall not be discoverable or
admissible for any purposes in any litigation or other proceeding relating to
the Dispute (provided that this sentence shall not be construed to exclude from
discovery or admission any matter that is otherwise discoverable or admissible).
The fees and expenses of any ADR Service used by the Indemnifying Person and the
Indemnified Person shall be shared equally by the Indemnifying Person, on the
one hand, and the Indemnified Person on the other hand.

               15.7. INDEMNITOR'S OBLIGATIONS. Except for Third Party Claims
being defended in good faith or any amounts sought in an unresolved Dispute,
the Indemnifying Person shall satisfy its obligations hereunder in cash
within twenty (20) days after the Claim Notice.

               15.8. LIMITATION ON LIABILITY. The parties hereto acknowledge
and agree that from and after the Closing the sole and exclusive remedy with
respect to any and all claims relating to the subject matter of this
Agreement (other than any claims relating to a breach of a covenant or
agreement under this Agreement which by its terms contemplates performance
after the Closing) shall be made pursuant to the provisions of this Section
15, except in the case of fraud or intentional breach or misrepresentation.

               15.9. TERMINATION OF INDEMNIFICATION. The obligations to
indemnify and hold harmless any party: (a) pursuant to Section 15.2.1(b) or
15.3.1(b) shall terminate when the applicable representation or warranty
terminates pursuant to Section 15.1; PROVIDED, HOWEVER, that such obligations
to indemnify and hold harmless shall not terminate with respect to any item
as to which an Indemnified Person shall have, before the expiration of the
applicable period, previously made a claim by delivering a notice of such
claim pursuant to Section 15.6.1 or 15.6.2 to the Indemnifying Person; and
(b) pursuant to clauses (a) and (c) of Section 15.2.1 or clauses (a) and (c)
of Section 15.3.1 shall not terminate.

     16.  HART-SCOTT-RODINO FILINGS. Within 30 days' of the execution of this
Agreement, each party shall make or cause to be made any and all filings
which are required under HSRA with respect to the transactions contemplated
by this Agreement, the filing fees for which shall be borne by Buyer, and
shall cooperate in the taking of all steps that are necessary, proper or
desirable to expedite the preparation and filing of such notification and the
furnishing of all information required in connection therewith.

     17.  [RESERVED].

                                      -41-
<PAGE>

     18.  TERMINATION. This Agreement may be terminated:

               18.1. TERMINATION.

                     18.1.1. BUYER. Subject to Section 21.1, by Buyer if the
Closing shall not have occurred on or prior to November 15, 2000 (other than
as a result of the failure by Buyer to fully comply in all material respects
with its obligations under this Agreement);

                     18.1.2. SELLER. Subject to Section 21.1, by Seller if
the Closing shall not have occurred on or prior to November 15, 2000 (other
than as a result of the failure by Seller to fully comply in all material
respects with its obligations under this Agreement);

                     18.1.3. MUTUAL CONSENT. By mutual consent of Buyer and
Seller, which consent may be withheld at the absolute discretion of each such
party;

                     18.1.4. BY SELLER UPON BREACH. Subject to Section 21.1,
by Seller if: (a) Buyer is in material breach of this Agreement; and (b)
Seller is not then in material breach of this Agreement.

                     18.1.5. BY BUYER UPON BREACH. Subject to Section 21.1,
by Buyer: if (a) Seller is in material breach of this Agreement; and (b)
Buyer is not then in material breach of this Agreement;

                     18.1.6. SELLER OR BUYER. Subject to Section 21.1, by
Seller or by Buyer if, at or before the Closing, any condition set forth
herein for the benefit of the party seeking termination, shall not have been
timely met and cannot be met by the non-termination party thereto or their
permitted assigns on or before the Closing Date and has not been waived;
PROVIDED, HOWEVER, that neither party, shall be entitled to terminate this
Agreement pursuant to the foregoing provision if the failure of any condition
set forth herein is caused, in whole or in part, by such parties, material
breach of any covenant or agreement hereunder; or

                     18.1.7. OTHER. As otherwise provided herein.

               18.2. EFFECTS OF TERMINATION.

                     18.2.1. SURVIVAL. If this Agreement is validly
terminated pursuant to Section 18.1 this Agreement will forthwith become null
and void and of no further force or effect, except for the provisions of (a)
Section 21.2 hereof with respect to expenses (b) Section 20 hereof with
respect to confidentiality, (c) Section 14 with respect to brokers' fees and
(d) this Section 18.2.1 and (e) Section 15 with respect to indemnification.
Nothing in this Section 18.2.1 shall be deemed to release any party from any
liability for any breach by such party of the terms

                                      -42-
<PAGE>

and provisions of this Agreement or to impair the right of any party to compel
specific performance by any other party of its obligations under this Agreement.

                     18.2.2. EVENT OF TERMINATION.

                             (a)  Notwithstanding anything to the contrary
contained in the Agreement, in the event this Agreement is validly terminated
by Seller pursuant to Section 18.1.4 hereof, then Buyer shall pay to Seller,
within five (5) days of such termination, as liquidated damages, the Deposit
Amount (the "Liquidated Damages"), and upon receipt of such payment, neither
Seller nor any of her Affiliates, shall have any further recourse against the
Buyer, its agents or any of their Affiliates under this Agreement or
otherwise. The Seller hereby acknowledges that damages Seller would sustain
in the event of any breach of this Agreement by Buyer are difficult or
impossible to ascertain. Accordingly, the parties hereto have agreed that
Seller sole remedy for any violation by Buyer under this Agreement or
otherwise shall be as set forth in this Section 18.2.2 and shall be limited
to the Deposit Amount; and

                             (b) The Buyer shall be entitled to receive the
Deposit Amount in the event this Agreement is validly terminated other than
pursuant to Section 18.1.4, within five (5) days for the date of termination.

                     18.2.3. INSTRUCTIONS TO ESCROW AGENT. The parties agree
that upon termination of this Agreement, they will, within two business days
of any such termination, instruct the Deposit Escrow Agent to disburse the
Deposit Amount in a manner consistent with Section 18.2.2 above.

     19.  SECURITY DEPOSIT. Concurrently with the execution of this Agreement,
Buyer has deposited in escrow a cash security deposit of $2,000,000 to secure
Buyer's obligations under this Agreement, which deposit shall be governed by the
terms and conditions of the Deposit Escrow Agreement.

     20.  COVENANT AGAINST COMPETITION; CONFIDENTIALITY.

               20.1. NON-COMPETITION. Seller hereby agrees that for a period
of three (3) years from and after the Closing, she shall not, directly or
indirectly, including through any of her Affiliates, in any manner (a) engage
in the television station business ("Prohibited Business") within the
Buffalo, New York Designated Market Area as measured by Nielsen Media
Research Company, except on behalf of Buyer, (b) induce or attempt to induce
any Buyer Employee to leave the employ of WNGS or (c) hire any Buyer Employee.

                                      -43-
<PAGE>


         In the event that any provision of this Section 20 is deemed to be
unenforceable, the remainder of this Section 20 shall not be affected thereby
and each provision hereof shall be valid and enforced to the fullest extent
permitted by law.

                  20.2. SELLER'S CONFIDENTIALITY. Seller shall and shall cause
her respective Affiliates to, at all times from the date hereof until three (3)
years after the Closing Date, maintain confidential and not use for any purpose
other than the operation of WNGS, any information relating to WNGS (other than
information in the public domain not as the result of a breach of this
Agreement), its business and operations except: (a) for disclosure to authorized
representatives of Buyer; (b) as necessary to the performance of this Agreement;
(c) as authorized in writing by the Buyer; or (d) to the extent that disclosure
is required by law or the order of any Governmental Authority under color of
law; PROVIDED, THAT, prior to disclosing any information pursuant to this clause
(d), the disclosing Person shall have given prior written notice thereof to
Buyer and provided Buyer with the opportunity to contest such disclosure at
Buyer's expense.

                  20.3. BUYER CONFIDENTIALITY. At all times from the date hereof
until three (3) years after the Closing Date in the case of information with
respect to Seller and at all times from the date hereof until the earlier of
three (3) years from the date hereof and Closing in the case of information with
respect to WNGS, Buyer shall keep and cause its Affiliates and agents
(collectively, "Buyer's Representatives") to keep all information with respect
to Seller and/or WNGS obtained in connection with the negotiation and
performance of this Agreement (other than information in the public domain not
as the result of a breach of this Agreement) as confidential and shall not
disclose, and shall cause Buyer's Representatives not to disclose, such
information to any third party (other than Buyer's financing sources or
potential financing sources or as may be required in connection with any
financing) without Seller's express prior written consent, except: (i) for
disclosure to authorized representatives of Seller; (ii) as necessary to the
performance of this Agreement; (iii) as authorized in writing by Seller; or (iv)
to the extent that disclosure is required by law or the order of any
Governmental Authority under color of law; PROVIDED, THAT, prior to disclosing
any information pursuant to this clause (iv), the disclosing Person shall have
given prior written notice thereof to Seller and provided Seller with the
opportunity to contest such disclosure at Seller's expense. If the transactions
contemplated by this Agreement are not consummated, Buyer will return to Seller
all confidential information


                                      -44-
<PAGE>


obtained from Seller by Buyer or Buyer's Representatives. Buyer shall advise any
third party to whom disclosure of confidential information is made hereunder of
the confidential nature of such information and shall request that the
confidentiality of such information be preserved.

         21. MISCELLANEOUS.

                  21.1. GRACE PERIOD.

                           21.1.1. DEFAULT GRACE PERIOD. Notwithstanding any
other provision of this Agreement, if a default by any party hereto can be cured
or a condition satisfied within fifteen (15) business days after the time
initially fixed for Closing as set forth herein, then the Closing Date shall be
extended for the period (not to exceed fifteen (15) business days) required for
such party to make such cure or satisfaction; PROVIDED, THAT, such default does
not, and would not reasonably be expected to, have a material adverse effect on
WNGS, the Broadcasting Assets or Buyer. If such cure or satisfaction cannot be,
or is not, completed within fifteen (15) business days after such initial time,
then the rights of the parties shall be governed by the applicable provisions of
this Agreement.

                           21.1.2. FINAL ORDER GRACE PERIOD. Notwithstanding
anything to the contrary contained herein, in the event that the FCC Consent
shall have been obtained but the FCC Consent shall not have become a Final Order
on or prior to November 15, 2000, then such date shall be extended by forty-five
(45) days.

                    21.2. COSTS, EXPENSES, ETC. Except as provided elsewhere
herein, each of the parties hereto shall bear all costs and expenses incurred by
it in connection with this Agreement and in the preparation for and consummation
of the transactions provided for herein. The payment of all sales, use, transfer
or similar Taxes, documentation stamps, or other similar charges imposed by any
and all Governmental Authorities with respect to the transfer of title to the
Broadcasting Assets shall be borne by Seller or Buyer, in accordance with local
custom. Any income or gain Taxes shall be borne by Seller. All recording costs
and fees incurred in connection with clearing and removing any liens and
Encumbrances including costs incurred so as to permit Seller to convey good and
marketable title to the Broadcasting Assets free and clear of all Encumbrances,
shall be the responsibility of Seller.

                  21.3. FURTHER ASSURANCES. Each party shall, from time to time,
upon the request of another party, execute, acknowledge and deliver to the other
party such other


                                      -45-
<PAGE>


documents or instruments, and take any and all actions as are reasonably
necessary for the implementation and consummation of the transactions
contemplated by this Agreement.

                  21.4. NOTICE OF PROCEEDINGS. Each party will promptly and in
any case within five (5) business days notify the other parties in writing upon
becoming aware of any labor organization drive or any order or decree or any
complaint praying for an order or decree restraining or enjoining the
consummation of this Agreement or the transactions contemplated hereunder, or
upon receiving any notice from any Governmental Authority of its intention to
institute an investigation into, or institute a suit or proceeding to restrain
or enjoin the consummation of this Agreement or such transactions, or to nullify
or render ineffective this Agreement or such transactions if consummated.

                  21.5. BULK SALES LAW. Buyer waives compliance by Seller with
the provisions of bulk sales and similar laws applicable to this transaction, if
any; PROVIDED, HOWEVER, that any loss, liability, obligation or cost suffered by
Buyer as a result of the failure by Seller to comply therewith shall be borne by
Seller and that Seller shall indemnify Buyer and hold Buyer harmless therefrom.

                  21.6. NOTICES. Any notice, request, demand or consent required
or permitted to be given under this Agreement shall be in writing (including
telexes, telecopies, facsimile transmissions and similar writings) and shall be
effective when transmitted and confirmation of receipt is obtained for telexes,
telecopies, facsimile transmissions and similar writings; when delivered
personally; one day after sent by recognized overnight courier; and five days
after sent by mail, first class, postage prepaid, registered mail, return
receipt requested; in each case to the following address or telephone number, as
applicable:

         If to Seller to:      Caroline K. Powley
                               9279 Dutch Hill Valley Road
                               West Valley, New York
                               Attention:  Caroline K. Powley
                               Telephone:  (716) 942-3000
                               Telecopier: (716) 942-3010


                                      -46-
<PAGE>


     with copies to:           McQuaid, Metzler, Bedford & Van Zandt, L.L.P.
                               221 Main Street
                               16th Floor
                               San Francisco, California 94105-1936
                               Attention:  Roger J. Metzler
                               Telephone:  (415) 905-0200
                               Telecopier: (415) 905-0202


     If to Buyer:              Granite Broadcasting Corporation
                               767 Third Avenue
                               34th Floor
                               New York, New York 10017
                               Attention:  W. Don Cornwell, Chairman
                                           and Chief Executive Officer
                               Telephone:  (212) 826-2530
                               Telecopier: (212) 826-2858

     with copies to:           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                               1333 New Hampshire Avenue, N.W.
                               Suite 400
                               Washington, D.C. 20036
                               Attention:  Russell W. Parks, Jr.
                               Telephone:  (202) 887-4000
                               Telecopier: (202) 887-4288

or at such other address as either party shall specify by notice to the other.

                  21.7. HEADINGS AND ENTIRE AGREEMENT; AMENDMENT. The section
and subsection headings do not constitute any part of this Agreement and are
inserted herein for convenience of reference only. This Agreement embodies the
entire agreement between the parties with respect to the subject matter hereof.
This Agreement may not be amended, modified or changed orally, and no provision
hereof may be waived, except only in writing signed by the party against whom
enforcement of any amendment, modification, change, waiver, extension or
discharge is sought.

                  21.8. WAIVER. No waiver of a breach of, or default under, any
provision of this Agreement shall be deemed a waiver of such provision or of any
subsequent breach or default of the same or similar nature or of any other
provision or condition of this Agreement.

                  21.9. BINDING EFFECT AND ASSIGNMENT. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
successors and permitted assigns. Neither this Agreement nor any obligation
hereunder shall be assignable except with the


                                      -47-
<PAGE>


prior written consent of the other party which may be withheld for any reason;
PROVIDED, HOWEVER, that Buyer may assign this Agreement, in whole or in part, to
any direct or indirect wholly owned subsidiary of Buyer provided such assignment
shall not relieve Buyer of its obligations under this Agreement and such
assignment application does not cause a material delay in obtaining the FCC
Consent.

                  21.10. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but which taken
together shall constitute one agreement.

                  21.11. EXHIBITS, SCHEDULES AND ATTACHMENTS. The Exhibits,
Schedules and attachments attached to this Agreement are incorporated herein and
shall be considered a part of this Agreement for the purposes stated herein,
except that in the event of any conflict between any of the provisions of such
exhibits and the provisions of this Agreement, the provisions in this Agreement
shall control.

                  21.12. RIGHTS CUMULATIVE. Except as set forth herein, all
rights, powers and remedies herein given to the parties hereto are cumulative
and not alternative, and are in addition to all statutes or rules of law.

                  21.13. GOVERNING LAW. This Agreement, and the rights and
obligations of the parties hereunder, shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed therein.

                  21.14. SEVERABILITY. If any provision of this Agreement or the
application thereof to any Person or circumstance, is held invalid, such
invalidity shall not affect any other provision which can be given effect
without the invalid provision or application, and to this end the provisions
hereof shall be severable.

                  21.15. THIRD PARTY RIGHTS. Except as expressly provided in
Section 15 hereof with respect to Buyer Indemnitees and Seller Indemnitees,
nothing in this Agreement (including the Schedules, Exhibits and other
attachments hereto, or any ancillary agreement, instrument or document
contemplated hereby or relating hereto) shall be deemed to create any right with
respect to any Person or property not a party to this Agreement.

                  21.16. PRESS RELEASES. Except as otherwise required by law,
Buyer and Seller shall: (a) prior to the issuance of any press release relating
to the transactions contemplated by this Agreement, submit to and consult with
the other party with respect to such press release; and (b) use its best efforts
to characterize the other party, in any other public statements made by the


                                      -48-
<PAGE>


party making such statement about the other party, on substantially the same
basis as in any press release made by the party making such statement. No
Affiliate of any party shall be permitted to issue a press release relating to
the transactions contemplated hereby.

                    21.17. SPECIFIC PERFORMANCE. Each party acknowledges that,
notwithstanding any other provision of this Agreement, the damages that Buyer
would sustain in the event of any violation of the provisions of this Agreement
are difficult or impossible to ascertain and that the remedy of indemnity
payments pursuant to Section 15 and other remedies at law would be inadequate.
Accordingly, the parties hereby agree that Buyer shall be entitled, in addition
to any other remedy or damages available to it in the event of any such
violation, to equitable relief, including specific performance and injunctive
relief with respect to any breach or attempted breach.

                  21.18. RIGHT TO PAYMENTS. If any party (the "Initial
Recipient") hereto receives any payments that another party (the "Proper
Recipient") is entitled to hereunder, the Initial Recipient shall promptly
notify the Proper Recipient of receipt of, and within ten (10) business days
transfer to the Proper Recipient, such payments.


                                      -49-
<PAGE>


     IN WITNESS WHEREOF, each party has caused this Agreement to be duly
executed and delivered in its name and on its behalf, all as of the date and
year first above written.

                                        GRANITE BROADCASTING CORPORATION

                                        By: /s/ W. DON CORNWELL
                                           ------------------------------------
                                           W. Don Cornwell, Chairman and
                                           Chief Executive Officer

                                           /s/ CAROLINE K. POWLEY
                                           ------------------------------------
                                           Caroline K. Powley

     THE UNDERSIGNED, being the spouse of Caroline K. Powley, does hereby
consent to each and all of the transactions contemplated in this Agreement and
guarantees each of Seller's obligations hereunder.

                                          /s/ WILLIAM. M. SMITH
                                          -------------------------------------
                                          William M. Smith


<PAGE>


                                   APPENDIX A

         "ACCOUNTS RECEIVABLE" means billed trade accounts receivable of Seller
as of the Effective Time for services rendered or products delivered or used on
or prior to that time for the benefit of WNGS and listed on a Schedule to be
delivered by Seller to Buyer within two (2) business days after the Closing
Date.

         "ADR PROCEDURE" has the meaning set forth in Section 15.6.2 hereof.

         "ADR SERVICE" has the meaning set forth in Section 15.6.2 hereof.

         "AFFILIATE" (and, with a correlative meaning, "Affiliated") shall mean,
with respect to any Person, any other Person that directly, or through one or
more intermediaries, controls or is controlled by or is under common control
with such first Person, and, if such Person is an individual, any member of the
family (including any parent, sibling, spouse or child) of such individual and
any trust whose principal beneficiary is such individual or one or more members
of such immediate family and any Person who is controlled by any such member or
trust. As used in this definition, "control" (including, with correlative
meanings, "controlled by" and "under common control with," shall mean
possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities or partnership
or other ownership interests, by contract or otherwise)).

         "AFFILIATED TRANSACTION" has the meaning set forth in Section 4.16
hereof.

         "AGREED AMOUNT" has the meaning set forth in Section 15.6.2 hereof.

         "AGREEMENT" means this Asset Purchase Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.


         "APPRAISAL" has the meaning set forth in Section 2.2.5 hereof.

         "ASSUMED OBLIGATIONS" has the meaning set forth in Section 2.4.2
hereof.

         "BASE PURCHASE PRICE" has the meaning set forth in Section 2.2.1
hereof.

         "BROADCASTING ASSETS" means all real, personal and mixed assets, both
tangible and intangible (including the business of WNGS as a "going concern"),
of every kind, nature and description whether or not carried or reflected on the
books of WNGS, Used in connection with the business and operations of WNGS,
other than the Excluded Assets (as hereinafter defined), which are expressly
excluded from the definition of Broadcasting Assets, and except as otherwise
provided in this Agreement, Broadcasting Assets shall include all such assets
existing


                                      A-1
<PAGE>


on the date of this Agreement and all such assets acquired between the date
hereof and the Closing Date, including, without limitation:

         (a) all real property, leasehold interests, estates and improvements of
every kind and description (other than Excluded Assets), together with all
buildings, structures and improvements of every nature located thereon, Used in
connection with the business and operations of WNGS;

         (b) all broadcasting and other equipment, office furniture and other
tangible personal property of every kind and description Used in connection with
the business and operations of WNGS on the date hereof, including without
limitation the assets set forth in SCHEDULE 1-B hereto;

         (c) all Contracts (as herein defined), other than Excluded Assets, on
the date hereof, including without limitation those contracts, agreements and
commitments set forth on SCHEDULE 1-C (NETWORK AFFILIATION AGREEMENTS AND OTHER
CONTRACTS OF WNGS) hereto;

         (d) (i) all WNGS Licenses and (ii) any other permits, certificates,
consents, approvals, licenses and authorizations issued or granted by any
Governmental Authority or any other Person Used in connection with the business
or operations of WNGS as of the date hereof and any applications therefor, as
set forth in SCHEDULE 1-D hereto;

         (e) all files, lists, tapes and books and records, including all FCC
logs, of or relating to WNGS;

         (f) all franchises, trademarks, patents, tradenames, service marks,
promotional materials, slogans, intellectual property rights and interests, call
letters, copyrights in literary property of any kind, know-how, jingles and
privileges, if any, Used in connection with the business and operations of WNGS
as of the date hereof;

         (g) all rights and claims relating to any other Broadcasting Asset,
including all guarantees, warranties, indemnities and similar rights in respect
of any other Broadcasting Asset; and

         (h) all of the prepaid expenses useful to Buyer in the operation of
WNGS after the Effective Time.


         "BUYER" has the meaning set forth in the recitals hereto.

         "BUYER'S EMPLOYEES" has the meaning set forth in Section 10.2.1 hereof.

         "BUYER'S INDEMNITEES has the meaning set forth in Section 15.2.1
hereof.


                                      A-2
<PAGE>


         "BUYER'S REPRESENTATIVES" has the meaning set forth in Section 20.3
hereof.

         "CABLE ACT REQUIREMENTS" has the meaning set forth in Section 4.20(b)
hereof.

         "CLAIMED AMOUNT" has the meaning set forth in section 15.6.2 hereof.

         "CLAIM NOTICE" has the meaning set forth in Section 15.6.2 hereof.

         "CLOSING" means the consummation of the purchase, assignment and sale
of the Broadcasting Assets as contemplated hereby.

         "CLOSING DATE" means a time and business date to be selected by Buyer,
which date shall occur between: (i) two business days after the date on which
the conditions specified in Section 7 hereof (excluding conditions that by their
terms cannot be satisfied until Closing) shall have been met or waived by the
beneficiary thereof; and (ii) subject to the provisions of Section 21.1 hereof,
November 15, 2000, unless Buyer and Seller mutually agree to a different time
and date.

         "CLOSING PLACE" means the offices of Akin, Gump, Strauss, Hauer & Feld,
L.L.P., 1333 New Hampshire Avenue, N.W., Suite 400, Washington, D.C. 20036 or
such other place as the Buyer and Seller may agree.

         "CODE" means the Internal Revenue Code of 1986, as amended, and the
Treasury regulations promulgated thereunder, as in effect from time to time.

         "COMMUNICATIONS ACT" means the Communications Act of 1934, as amended,
The Telecommunications Act of 1996 and the Children's Television Act, and the
rules, regulations and policies promulgated thereunder, as in effect from time
to time.

         "COMPETING APPLICATIONS" has the meaning set forth in Section 3.4
hereof.

         "CONTRACTS" has the meaning set forth in Section 4.8 hereof.

         "CONTROLLING PARTY" has the meaning set forth in Section 15.6.1 hereof.

         "DAMAGES" has the meaning set forth in Section 15.2.1 hereof.

         "DEPOSIT" has the meaning set forth in the recitals hereto.

         "DEPOSIT AMOUNT" means the amount of the Deposit plus accrued interest
thereon minus the fees and expenses of the Deposit Escrow Agent, if any.

         "DEPOSIT ESCROW AGENT" means the Escrow Agent (as defined in the
Deposit Escrow Agreement).

         "DEPOSIT ESCROW AGREEMENT" means the Deposit Escrow Agreement in the
form attached hereto as EXHIBIT A.

         "DISPUTE" has the meaning set forth in Section 15.6.2 hereof.


                                      A-3
<PAGE>


         "DTV APPLICATION" has the meaning set forth in Section 3.2 hereof.

         "DTV AUTHORIZATION" has the meaning set forth in Section 6.3(b) hereof.

         "EFFECTIVE TIME" means 11:59 p.m. on the Closing Date.

         "EMPLOYEE PLAN" has the meaning set forth in Section 4.10 hereof.

         "ENCUMBRANCES" means all mortgages, security interests, pledges,
claims, liens, charges, covenants, easements, rights of way, restrictions,
encroachments, leases, occupancies, tenancies, options, preemptive purchase or
other rights or any other encumbrances whatsoever.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations promulgated thereunder, as in effect from time to
time.

         "ERISA AFFILIATE" has the meaning set forth in Section 4.10 hereof.

         "ESTIMATED PURCHASE PRICE" has the meaning set forth in Section 2.2.4
hereof.

         "EXCLUDED ASSETS" means: (a) Accounts Receivable; (b) cash on hand and
in bank accounts that relate exclusively to the operation of WNGS prior to the
Closing Date; and (c) any Contract, WNGS Benefit Plan, agreement or asset listed
on SCHEDULES 1-F OR 4.10 hereto.

         "FCC" has the meaning set forth in the recitals hereto.

         "FCC APPLICATIONS" has the meaning set forth in Section 3.2 hereof.

         "FCC CONSENT" has the meaning set forth in Section 3.3 hereof.

         "FCC DENIAL" has the meaning set forth in Section 3.4 hereof.

         "FINAL ORDER" means an order of the FCC granting its consent to the
applications referred to in Section 3.2 below, which order has become final. For
purposes of this Agreement, "final" shall mean action by the FCC: (a) which has
not been vacated, reversed, stayed, enjoined, set aside, annulled or suspended;
(b) with respect to which no timely appeal, request for stay, request or
petition for rehearing, reconsideration or review by any Person or Governmental
Authority or by the FCC on its motion, is pending; and (c) as to which the time
for filing any such appeal, request, petition, or similar document or for the
reconsideration or review by the FCC on its own motion, has expired.

         "GAAP" means generally accepted accounting principles in effect in the
United States of America at the time of determination, and which are
consistently applied.

         "GOVERNMENTAL AUTHORITY" means any court or federal, state, municipal
or other governmental or quasi-governmental authority, department, commission,
board, agency or instrumentality, foreign or domestic, or any employee or agent
thereof.


                                      A-4
<PAGE>


         "HSRA" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the regulations thereunder, as in effect from time to time.

         "INDEMNIFIED PERSON" has the meaning set forth in Section 15.6.1
hereof.

         "INDEMNIFYING PERSON" has the meaning set forth in Section 15.6.1
hereof.

         "INDEMNITY BASKET" has the meaning set forth in Section 15.2.2 hereof.

         "INITIAL DTV APPLICATION" has the meaning set forth in Section 4.13
hereof.

         "INITIAL RECIPIENT" has the meaning set forth in Section 21.18 hereof.

         "INSURANCE DEFICIENCY" has the meaning set forth in Section 11.2
hereof.

         "LIABILITIES" means all obligations, indebtedness, commitments, and
other items constituting "liabilities" under GAAP, whether direct or indirect,
absolute, accrued, contingent, or otherwise, or due or to become due, asserted
or unasserted, matured or unmatured.

         "LICENSE APPLICATION" has the meaning set forth in Section 4.7.2(a)
hereof.

         "LIQUIDATED DAMAGES" has the meaning set forth in Section 18.2.2(a).

         "MARKET CABLE SYSTEM" means any U.S. cable television system within
WNGS's market, as defined in 47 C.F.R. Section 76.55(e).

         "MATERIAL ADVERSE EFFECT" means any material and adverse effect upon
the business, assets, prospects, liabilities, financial condition, rights or
results of operations of WNGS or the Broadcasting Assets, or upon the ability of
Seller to perform in any material respect its respective obligations under this
Agreement.

         "MODIFICATION APPLICATION" has the meaning set forth in Section
4.7.2(b) hereof.

         "MODIFICATION AUTHORIZATION" has the meaning set forth in Section 3.1
hereof.

         "NON-CONTROLLING PARTY" has the meaning set forth in Section 15.6.1
hereof.

         "PERMITTED ENCUMBRANCES" means (a) Encumbrances expressly identified as
Permitted Encumbrances on SCHEDULE 4.5.1 and (b) Encumbrances expressly
identified as Permitted Encumbrances on SCHEDULE 4.5.2 hereto.

         "PERSON" shall mean any natural person, corporation, partnership,
limited liability company, firm, joint venture, joint-stock company, trust,
association, unincorporated entity of any kind, trust, governmental or
regulatory body or other entity.

         "PRE-CLOSING INCURRED OBLIGATIONS" has the meaning set forth in Section
2.2.3(a) hereof.

         "PRE-CLOSING PAID OBLIGATIONS" has the meaning set forth in Section
2.2.3(a) hereof.

         "PROHIBITED BUSINESS" has the meaning set forth in Section 20.1 hereof.


                                      A-5
<PAGE>


         "PROPER RECIPIENT" has the meaning set forth in Section 21.18 hereof.

         "PRORATED OBLIGATIONS" has the meaning set forth in Section 2.2.3(a)
hereof.

         "PRORATION STATEMENT" has the meaning set forth in Section 2.2.3(a)
hereof.

         "PURCHASE PRICE" has the meaning set forth in Section 2.2.1 hereof.

         "RCRA" means the Resource Conservation and Recovery Act, as amended,
42 U.S.C. Sections 6901 - 6992K, and the regulations thereunder, as in effect
from time to time.

         "RECEIVABLE EXPENSE" has the meaning set forth in Section 2.3 hereof.

         "RELEVANT PROPERTY" has the meaning set forth in Section 4.18.3 hereof.

         "RELOCATION APPLICATION" has the meaning set forth in Section 3.2
hereof.

         "RELOCATION AUTHORIZATION" has the meaning set forth in Section 7.1.12
hereof.

         "RELOCATION CONSENT" has the meaning set forth in Section 3.3 hereof.

         "REPAIR COST" has the meaning set forth in Section 11.2 hereof.

         "RESPONSE" has the meaning set forth in Section 15.6.2 hereof.

         "RETAINED LIABILITIES" means all Liabilities, commitments or other
obligations of WNGS, Seller or any of her Affiliates of any kind and nature,
whether direct or indirect, absolute, accrued, contingent or otherwise, or due
or to become due, asserted or unasserted, matured or unmatured, other than
Assumed Obligations, including (a) any severance pay arising in connection with
Seller's or any of her Affiliates' employment or termination of any current or
former employee of WNGS, Seller or any of her Affiliates; (b) any claim made
pursuant to the Worker Adjustment and Retraining and Notification Act arising in
connection with Seller's or any of her Affiliates' employment or termination of
any current of former employees of WNGS, Seller or any of her Affiliates; (c)
claims or Liabilities arising by reason of or relating to any failure of Seller
or her Affiliates to comply with Code Section 4980B or Part 6 of Title I of
ERISA or the New York Insurance Code or any other similar statute; and (d) any
Receivable Expenses.

         "SELLER" has the meaning set forth in the recitals hereto.

         "SELLER INDEMNITEES" has the meaning set forth in Section 15.3.1
hereof.

         "STUDY" has the meaning set forth in Section 17.1 hereof.

         "TAX" or "TAXES" means all federal, state, local, foreign and other
taxes, including but not limited to capital gains, income, estimated income,
franchise, gross receipts, employment, license, payroll, excise, stamp, social
security, Medicare, unemployment, real property, personal


                                      A-6
<PAGE>


property, sales, use, transfer and withholding taxes, including interest,
penalties and additions in connection therewith, whether disputed or not.

         "TAX AFFILIATE" means, with respect to any individual, such
individual's spouse and any Person that is controlled by or under common control
with such individual or such individual's spouse. As used in this definition,
"controlled by" and "under common control with" have the meanings given such
terms in the definition of "Affiliate" herein.

         "THIRD PARTY CLAIM" has the meaning set forth in Section 15.6.1 hereof.

         "TOWER" has the meaning set forth in Section 4.6 hereof.

         "TOWER SPACE LEASE" means the lease governing the lease of space on the
Tower by Buyer after the Closing, substantially in the form of EXHIBIT B hereto.

         "TOWER PROPERTY" means the Tower and the real property on which the
Tower is located.

         "TRADE AGREEMENTS" has the meaning set forth in Section 2.2.2 hereof.

         "UPN" means The United Paramount Network.

         "USED" means (i) owned, (ii) leased, (iii) held and used or (iv) held
and useful to, in each case, by Seller or one of her Affiliates.

         "USTS" has the meaning set forth in Section 4.18.1 hereof.

         "WNGS" has the meaning set forth in the recitals hereto.

         "WNGS BENEFIT PLANS" has the meaning set forth in Section 4.10 hereof.

         "WNGS EMPLOYEES" has the meaning set forth in Section 4.19.2 hereof.

         "WNGS LICENSES" means all licenses, permits and authorizations issued
or granted by the FCC for the ownership and operation of WNGS and all
applications therefor, all of which are listed in SCHEDULE 1-D hereto, together
with any renewals, extensions or modifications thereof and additions thereto and
any licenses, permits or authorizations issued or granted pursuant to any such
applications between the date hereof and the Closing Date.


                                      A-7
<PAGE>

                                 SIDE AGREEMENT

         Reference is made to Section 6.4 of the Asset Purchase Agreement
between Caroline K. Powley and Granite Broadcasting Corporation, dated as of
November 12, 1999 (the "Purchase Agreement"). Capitalized terms used herein and
not otherwise defined are as defined in the Purchase Agreement.

         Buyer and Seller hereby agree to extend the period to allow Buyer to
complete its due diligence review of the business, operations and affairs of
WNGS by extending Buyer's due diligence termination right date in the first
sentence of Section 6.4 from January 5, 2000 to January 15, 2000.

Dated:  January 5, 2000

                                 GRANITE BROADCASTING CORPORATION

                                 By:    /s/ LAWRENCE I. WILLS
                                    -----------------------------------------
                                 Name: Lawrence I. Wills
                                 Title: Vice President - Finance and Controller

                                /s/ Caroline K. Powley
                                ----------------------------------------------
                                Caroline K. Powley




<PAGE>


                      AMENDMENT NO. 1 TO PURCHASE AGREEMENT

         Reference is made to Section 6.4 of the Asset Purchase Agreement
between Caroline K. Powley and Granite Broadcasting Corporation, dated as of
November 12, 1999 (the "Purchase Agreement"). Capitalized terms used herein and
not otherwise defined are as defined in the Purchase Agreement.

         The second sentence of Section 6.4 is hereby amended and restated as
follows:

         "Notwithstanding and without limiting the foregoing, Buyer may
         terminate this Agreement at any time prior to February 7, 2000, if
         Buyer is not satisfied that it will obtain necessary authorizations
         for, or be able to commence in a timely manner, digital operations
         of WNGS on channel 46 at a transmitter site and with transmitter
         power output, transmitting antenna height and other technical
         parameters satisfactory to Buyer."

Dated:  January 14, 2000

                                    GRANITE BROADCASTING CORPORATION

                                    By:/s/ W. DON CORNWELL
                                      ------------------------------------
                                    Name: W. Don Cornwell
                                        ---------------------------------
                                    Title: Chief Executive Officer
                                          --------------------------------


                                    /s/ CAROLINE K. POWLEY
                                    --------------------------------------
                                    Caroline K. Powley


<PAGE>


                      AMENDMENT NO. 2 TO PURCHASE AGREEMENT

         Reference is made to Section 6.4 of the Asset Purchase Agreement
between Caroline K. Powley and Granite Broadcasting Corporation, dated as of
November 12, 1999, and as amended by Amendment No. 1 dated as of January 14,
2000 (the "Purchase Agreement"). Capitalized terms used herein and not otherwise
defined are as defined in the Purchase Agreement.

         The second sentence of Section 6.4 is hereby amended and restated as
follows:

         "Notwithstanding and without limiting the foregoing, Buyer may
         terminate this Agreement at any time prior to February 21, 2000, if
         Buyer is not satisfied that it will obtain necessary authorizations
         for, or be able to commence in a timely manner, digital operations
         of WNGS on channel 46 at a transmitter site and with transmitter
         power output, transmitting antenna height and other technical
         parameters satisfactory to Buyer."

         This Amendment No. 2 may be executed in counterparts, each of which
shall be deemed an original, but which taken together shall constitute one
agreement.

Dated:  February 4, 2000

                                      GRANITE BROADCASTING CORPORATION

                                      By:/s/ LAWRENCE I. WILLS
                                         -------------------------------------
                                      Name: Lawrence I. Wills
                                          ------------------------------------
                                      Title: Vice President - Finance
                                      and Controller

                                      /s/ CAROLINE K. POWLEY
                                      ------------------------------------
                                      Caroline K. Powley


<PAGE>


                      AMENDMENT NO. 3 TO PURCHASE AGREEMENT

         Reference is made to Section 6.4 of the Asset Purchase Agreement
between Caroline K. Powley and Granite Broadcasting Corporation, dated as of
November 12, 1999, as amended by Amendment No. 1 dated as of January 14, 2000
and as amended by Amendment No. 2 dated as of February 4, 2000 (the "Purchase
Agreement"). Capitalized terms used herein and not otherwise defined are as
defined in the Purchase Agreement.

         The second sentence of Section 6.4 is hereby amended and restated as
follows:

         "Notwithstanding and without limiting the foregoing, Buyer may
         terminate this Agreement at any time prior to March 20, 2000, if
         Buyer is not satisfied that it will obtain necessary authorizations
         for, or be able to commence in a timely manner, digital operations
         of WNGS on channel 46 at a transmitter site and with transmitter
         power output, transmitting antenna height and other technical
         parameters satisfactory to Buyer."

         This Amendment No. 3 may be executed in counterparts, each of which
shall be deemed an original, but which taken together shall constitute one
agreement.

Dated:  February 18, 2000

                                          GRANITE BROADCASTING CORPORATION

                                           By:/s/ LAWRENCE I. WILLS
                                             ----------------------------------
                                           Name: Lawrence I. Wills
                                               ---------------------------------
                                           Title: Vice President - Finance
                                           and Controller

                                           /s/ CAROLINE K. POWLEY
                                           ------------------------------------
                                           Caroline K. Powley


<PAGE>


                      AMENDMENT NO. 4 TO PURCHASE AGREEMENT

         Reference is made to Section 6.4 of the Asset Purchase Agreement
between Caroline K. Powley and Granite Broadcasting Corporation, dated as of
November 12, 1999, as amended by Amendment No. 1 dated as of January 14, 2000,
by Amendment No. 2 dated as of February 4, 2000, and by Amendment No. 3 dated as
of February 18, 2000 (the "Purchase Agreement"). Capitalized terms used herein
and not otherwise defined are as defined in the Purchase Agreement.

         The second sentence of Section 6.4 is hereby amended and restated as
follows:

         "Notwithstanding and without limiting the foregoing, Buyer may
         terminate this Agreement at any time prior to April 17, 2000, if
         Buyer is not satisfied that it will obtain necessary authorizations
         for, or be able to commence in a timely manner, digital operations
         of WNGS on channel 46 at a transmitter site and with transmitter
         power output, transmitting antenna height and other technical
         parameters satisfactory to Buyer."

         This Amendment No. 4 may be executed in counterparts, each of which
shall be deemed an original, but which taken together shall constitute one
agreement.

Dated:  March 16, 2000

                                      GRANITE BROADCASTING CORPORATION

                                      By:/s/ LAWRENCE I. WILLS
                                         -----------------------------------
                                      Name: Lawrence I. Wills
                                          -----------------------------------
                                      Title: Vice President - Finance
                                      and Controller


                                      /s/ CAROLINE K. POWLEY
                                       ------------------------------------
                                      Caroline K. Powley