<PAGE>

        AGREEMENT made as of June 6, 1996 by and among K. JAMES YAGER,  residing
at  6767  Woodcrest  Parkway,  Rockford,   Illinois  61109  ("Yager"),   BENEDEK
COMMUNICATIONS  CORPORATION, a Delaware corporation having an office at 308 West
State Street,  Rockford,  Illinois 61105 (the "Company") and A. RICHARD BENEDEK,
residing at 211 Central Park West, New York, New York ("Benedek").

                              W I T N E S S E T H:

        WHEREAS,   the  Company  has  authorized   common  stock  consisting  of
25,000,000  shares of Class B Common Stock, par value $.01 per share (the "Class
B Stock"),  of which  10,000  shares are issued and  outstanding  as of the date
hereof and owned by Benedek; and

        WHEREAS,   the  Company  has  authorized   common  stock  consisting  of
25,000,000  shares of Class A Common Stock, par value $.01 per share (the "Class
A Stock"),  of which no shares are issued and  outstanding as of the date hereof
(the Class A Stock and the Class B Stock are collectively  referred to herein as
the "Common Stock"); and

        WHEREAS, Benedek Broadcasting Corporation ("BBC"), Yager and Benedek are
parties to two  agreements  pursuant to which BBC granted to Yager the option to
acquire  an  aggregate  of 7.78  shares  of common  stock of BBC (the  "Existing
Options"); and

        WHEREAS,  Benedek  owns all of the  outstanding  common stock of BBC and
Benedek  intends,  contemporaneously  with the execution of this  Agreement,  to
contribute  all of such shares to the capital of the Company in exchange for the
issuance to him of 7,030,000 shares of Class B Stock;

        WHEREAS, the Company desires to assume the obligations of BBC in repsect
of the Existing Options and, in connection therewith,  to issue to Yager options
to acquire  370,000 shares of Class B Stock on the same terms and conditions as,
and in lieu and replacement of, the Existing Options;

        WHEREAS,  Benedek,  Yager and the  Company  desire  to set  forth  their
understandings  and  agreements  concerning the ownership by of shares of Common
Stock of the Company and their  respective  rights and obligations  with respect
thereto;

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants hereinafter set forth, the parties hereto agree as follows:

        1. OPTION TO PURCHASE STOCK. Subject to the terms and conditions of this
Agreement,  the  Company  hereby  grants to Yager,  and  Yager  hereby  accepts,
non-transferable options (the "Options") to purchase (i) 130,784 shares of Class
B Stock (the "First Options") and


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(ii) 239,216  shares of Class B Stock (the "Second  Options") (the First Options
and the Second Options are collectively  referred to herein as the "Options" and
the  shares of Class B Stock  issuable  upon the  exercise  of the  Options  are
referred  to  herein  as the  "Option  Stock").  The  Options  may be  exercised
immediately as to all of the shares covered thereby.  The First Options,  to the
extent  unexercised,  will expire on May 31, 1998 (the "First  Expiration Date")
and the Second Options,  to the extent  unexercised,  will expire on May 1, 2004
(the  "Second  Expiration  Date"),  unless  extended by the Company  pursuant to
Section 5 hereof. The Existing  Options are hereby terminated and shall be of no
further force or effect.

               1.1. The purchase price per share (the "Purchase  Price") for the
acquisition  by Yager of the Option Stock shall be $1.578939 with respect to the
Initial Options and $4.121797 with respect to the Second Options.

               1.2. The Options shall be nontransferable  otherwise than by will
or by the laws of  descent  and  distribution  and shall be  exercisable  during
Yager's lifetime solely by him. The Options may be exercised by Yager by written
notice to the  Company  accompanied  by a  certified  check in the amount of the
Purchase  Price  multiplied by the number of shares of Option Stock that are the
subject of the notice of  exercise.  Promptly  after  receipt of such notice and
payment,  the  Company  shall  deliver  to  Yager  certificates  evidencing  the
appropriate number of shares of Option Stock.

               1.3. New options rights may be substituted for the Options or the
Company's duties as to the Options may be assumed,  by a corporation  other than
the Company, or by a parent or subsidiary of the Company or such corporation, in
connection   with   any   merger,   consolidation,    acquisition,   separation,
reorganization, liquidation or like occurrence in which the Company is involved.
Notwithstanding  the foregoing or the provisions of Section 1.4 hereof,  in  the
event  such  corporation,  or  parent  or  subsidiary  of the  Company  or  such
corporation,  does  not  substitute  new  option  rights  for, and substantially
equivalent to, the Options or assume the Options,  the Options  shall  terminate
and thereupon become null and void (i) upon  dissolution or  liquidation  of the
Company,  or  similar   occurrence,  (ii)   upon   any   merger,  consolidation,
acquisition,  separation,  reorganization,   or  similar  occurrence  where  the
Company  will  not  be  a  surviving  entity,  or   (iii)  upon  a  transfer  of
substantially  all of the assets  of  the  Company  or  more  than  80%  of  the
outstanding   stock;   provided,  however,  that  Yager  shall  have  the  right
immediately prior to or concurrently with such dissolution, liquidation, merger,
consolidation,  acquisition, separation,  reorganization or similar  occurrence,
to exercise  any  unexpired  Options  granted  hereunder  whether  or  not  then
exercisable.

               1.4. The existence of the Options shall not affect in any way the
right or power of the Company or its  stockholders  to make or authorize  any or
all  adjustments,  recapitalizations,  reorganizations  or other  changes in the
Company's capital  structure or its business,  or any merger or consolidation of
the Company,  or any issuance of Common Stock or subscription rights thereto, or
any  merger  or  consolidation  of  the  Company,  or  any  issuance  of  bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights  thereof,  or the dissolution or liquidation of the Company,
or any sale or


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<PAGE>



transfer of all or any part of its assets or  business,  or any other  corporate
act or  proceeding,  whether  of a similar  character  or  otherwise;  provided,
however,  that if the outstanding  Common Stock of the Company shall at any time
be changed  or  exchanged  by  declaration  of a stock  dividend,  stock  split,
combination of shares or recapitalization, the number and kind of shares subject
to the Options and the Purchase  Price,  shall be  appropriately  and  equitably
adjusted so as to maintain  the  proportionate  number of shares of Common Stock
without changing the aggregate  Purchase Price.  Adjustments  under this Section
shall be made by the Board of Directors of the Company,  whose  determination as
to what  adjustment,  if any,  shall be made, and the extent  thereof,  shall be
final.

               1.5. The Options shall be subject to the  requirement  that if at
any time the  Board of  Directors  shall in its  discretion  determine  that the
listing, registration or qualification of shares of Common Stock subject to such
Options upon any  securities  exchange or under any Federal or state law, or the
approval  of  consent of any  governmental  regulatory  body,  is  necessary  or
desirable in connection  with the issuance or purchase of shares of Common Stock
thereunder,  the  Options may not be  exercised  in whole or in part unless such
listing,  registration,  qualification,  approval  or  consent  shall  have been
effected or obtained free from any conditions  not reasonably  acceptable to the
Board of Directors.

               1.6.  Unless at the time of the  exercise  of the Options and the
issuance  of the shares of Class B Stock  thereby  purchased  there  shall be in
effect as to such  shares of Class B Stock a  registration  statement  under the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations of
the  Securities and Exchange  Commission,  Yager shall deliver to the Company at
the time of exercise a certificate (i) acknowledging  that the shares of Class B
Stock so acquired may be "restricted  securities" within the meaning of Rule 144
promulgated  under the Act, (ii)  certifying  that he is acquiring the shares of
Class B Stock  issuable to him upon such  exercise for the purpose of investment
and not with a view to their  sale or  distribution;  and (iii)  containing  his
agreement  that  such  shares  of  Class  B Stock  may not be sold or  otherwise
disposed of except in  accordance  with  applicable  provisions  of the Act. The
Company  shall not be  required  to issue or deliver  certificate  for shares of
Class B Stock until there shall have been compliance  with all applicable  laws,
rules and regulations, including the rules and regulations of the Securities and
Exchange Commission.

               1.7. Yager hereby  acknowledges  that, under existing law, unless
at the time of the exercise of the Options a  registration  statement  under the
Act is in effect as to such  shares:  (i) any  shares  purchased  by Yager  upon
exercise of the Options  may be  required  to be held  indefinitely  unless such
shares  are  subsequently  registered  under the Act or an  exemption  from such
registration  is available;  (ii) any sales of such shares made in reliance upon
Rule 144 promulgated under the act may be made only in accordance with the terms
and conditions of that Rule (which,  under certain  circumstances,  restrict the
number of shares which may be sold);  (iii) in the case of  securities  to which
Rule 144 is not applicable,  compliance with Regulation A promulgated  under the
Act or some other disclosure  exemption will be required;  (iv) certificates for
shares to be issued to Yager  hereunder  shall bear a legend to the effect  that
the shares have not been registered under the Act and that the shares may not be
sold or otherwise transferred


                                        3





<PAGE>



in the absence of an  effective  registration  statement  under the Act relating
thereto or an exemption from such  registration;  and (v) the Company will place
an  appropriate  "stop  transfer"  order with its transfer agent with respect to
such shares.  In addition,  Yager  hereby  acknowledges  that the Company has no
obligation to furnish information  necessary to enable Yager to make sales under
Rule 144.

               1.8. The Company may  establish,  from time to time,  appropriate
procedures to provide for payment or  withholding  of such income or other taxes
as may be required by law to be paid or withheld in connection with the exercise
of the Options.  Yager shall pay the Company all such  amounts  requested by the
Company to permit the Company to take any  deduction  available  to it resulting
from the  exercise of an Option.  The Company may also  establish,  from time to
time,  appropriate  procedures to ensure that the Company receives prompt advice
concerning the occurrence of any event which may create, or affect the timing or
amount of, any  obligation  to pay or withhold  any such taxes or which may make
available to the Company any tax deduction resulting from the occurrence of such
event, and Yager will comply with all such procedures so established.

               1.9. The Company and Benedek  represent and warrant to Yager that
(i)  Benedek  owns  7,030,000  shares of Stock  and (ii)  there are no issued or
outstanding  shares of Common  Stock other than the shares  owned by Benedek nor
are there any outstanding options, warrants,  agreements,  rights or commitments
relating to  authorized  but  unissued  Common  Stock other than (a) warrants to
purchase 600,000 shares of Class A Stock (the "Initial  Warrants") issued to the
purchasers of the Company's 15.0% Exchangeable  Redeemable  Preferred Stock (the
"Redeemable  Preferred  Stock")  and  (b)  contingent  warrants,  not  presently
outstanding,  to  purchase  880,000  shares  of Class A Stock  (the  "Contingent
Warrants") issued to the purchasers of the Redeemable Preferred Stock.  Whenever
in this  Agreement  reference  is made to the  number of  outstanding  shares of
Common Stock of the Company, such number of outstanding shares shall include the
number of shares of Class A Stock issuable upon exercise of the Initial Warrants
and, if and only if the  Contingent  Warrants are then deemed  outstanding,  the
number of shares  of Class A Stock  issuable  upon  exercise  of the  Contingent
Warrants.

        2. STOCK  CERTIFICATES.  All stock certificates  representing  shares of
Option Stock hereafter  acquired by Yager shall be subject to this Agreement and
shall be marked prominently with the following legend:

        "The  shares  of  stock  evidenced  by this  certificate  or any
        certificate  issued in exchange or transfer  therefor  are,  and
        will  be  subject  to,  and  may not be  transferred  except  in
        accordance  with, an agreement  dated as of June 6, 1996, by and
        among  the  Company  and  its   stockholders,   which  agreement
        provides,  among other things,  for certain  restrictions on the
        transfer,  encumbrance and disposition of the shares of stock of
        the  Company,  a copy of which  agreement  is on file and may be
        obtained at the principal  office of the Company.  The shares of
        stock  evidenced by this  certificate  have not been  registered
        under  the  Securities  Act of  1933  and  may  not be  sold  or
        otherwise transferred in the absence of an


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<PAGE>



        effective registration statement under such Act relating thereto
        or an exemption from such registration."

        3.  RESTRICTIONS ON SALES OR TRANSFERS OF SHARES OF OPTION STOCK.  Yager
may not sell,  assign,  transfer,  hypothecate,  mortgage,  pledge,  encumber or
otherwise dispose of any shares of Option Stock at any time owned by him, except
has follows:

               3.1.  If Yager  shall  receive a bona fide  offer (the "Bona Fide
Offer"),  in  writing,  from a third  party in respect of the sale of all of the
shares of Option Stock then owned by Yager (such Option Stock being  hereinafter
referred to as the "Offered  Stock"),  which offer Yager desires to accept,  the
following provisions shall be applicable:

                      3.1.1.  Yager shall first offer to sell all of the Offered
Stock to the  Company  upon the same  terms as are  contained  in the Bona  Fide
Offer.  The offer shall be in writing and accompanied by a true copy of the Bona
Fide Offer.

                      3.1.2.  The  Company  shall  have the  right,  but not the
obligation, to accept such offer by written notice of acceptance to Yager within
30 days after  receipt of such  offer.  In the event that the  Company  does not
accept  the  offer,  then  Yager  shall be free to accept  the Bona  Fide  Offer
originally  made by the third party with  respect to all, but not less than all,
of the Offered Stock and all of the restrictions  imposed by this Agreement upon
the Offered Stock shall forthwith  terminate;  provided,  however, if all of the
Offered  Stock is not  disposed of to the third party making such offer upon the
terms set forth therein  within a period of 60 days after the  expiration of the
offer made by Yager to the Company  pursuant to Section 3.1.1 above, then all of
such Offered  Stock  shall again be subject to all of the restrictions set forth
in this Agreement.

                      3.1.3. Payment of the purchase price for any Offered Stock
purchased by the Company in accordance  with the  provisions  of this  Paragraph
3.1 shall be made at a closing to be held at the  offices of the  attorneys  for
the  Company on a date  selected by the Company which shall be not later than 45
days after the acceptance by the Company of any offer made pursuant  to  Section
3.1  above. At the closing,  (i) the Company  shall pay the  purchase  price for
the  Offered  Stock in full in cash or by bank  cashier's  check and (ii)  Yager
shall deliver all certificates  representing the Offered Stock to  the  Company,
free and clear of all liens, claims and  encumbrances,  duly endorsed  in  blank
for transfer or with  duly  executed  stock  powers attached, with all necessary
transfer tax stamps affixed thereto to the purchaser.

               3.2.  Yager may,  and at the  request  of the  Company if Benedek
shall have  entered  into a similar  arrangement  with  respect to the shares of
Common Stock owned by him Yager shall, pledge any and all shares of Option Stock
from time to time owned by him as collateral security for the obligations of the
Company or any of its subsidiaries to institutional  lenders  providing  secured
financing  for the  Company.  In such  event,  Yager shall  execute  such pledge
agreement and related documents as may be reasonably requested by such lenders.


                                        5






<PAGE>



        4.     TAKE-ALONG AND COME-ALONG RIGHTS.

               4.1.  Prior to the sale by the Company of shares of Common  Stock
to the public in a public  offering  registered with the Securities and Exchange
Commission pursuant to a registration statement on Forms S-1, S-2, S-3 or S-4 or
any successor from thereto (a "Registration Statement"),  whenever Benedek shall
receive  a bona  fide  offer  from a third  party to  purchase  shares  of Stock
beneficially  owned by  Benedek  constituting  more than 50% of the  outstanding
shares of Common  Stock of the  Company  and  which  offer he wishes to  accept,
Benedek shall give written  notice to Yager to such effect,  enclosing a copy of
such offer and  specifying  the  number of shares of Common  Stock to which such
offer relates, the name of the person or persons to whom such sale is to be made
and the dollar value of the  consideration  which has been offered in connection
therewith.

               4.2.  Upon  receipt of such  notice,  Yager shall have the right,
exercisable  by written  notice to Benedek  within 15 days after the  receipt of
notice  from  Benedek,  to  require  that  Benedek  arrange  for  the  sale of a
proportionate  portion  of  Yager's  holdings  of shares of Common  Stock to the
prospective  purchaser on the terms and conditions set out in the offer received
by Benedek.

               4.3. Benedek shall have the right, exercisable at any time during
the term of this  Agreement,  to  require  that  Yager sell all of the shares of
Common  Stock  then  owned by him to any bona  fide  purchaser  to whom  Benedek
intends  to sell  shares  of  Common  Stock  constituting  at  least  50% of the
outstanding  Common Stock of the  Company,  such sale by Yager to be on the same
terms and  conditions  as the sale by Benedek.  Benedek may  exercise  the right
described herein by giving 15 days' written notice to Yager.

        5. PUT OPTION. Subject to the rights of the Company under  this  Section
5, the Company hereby grants to Yager  the  option,  right  and  privilege  (the
"Right to Put"), exercisable by  written  notice,  in  the  case  of  the  First
Options, during the one-year period prior to the First  Expiration  Date, and in
the case of the Second Options, during the one-year period prior to  the  Second
Expiration Date, to  require  the  Company  to  purchase  from  Yager  the  then
unexercised  First Options or Second  Options,  as  the case may be (the Options
in respect of which such notice is given is referred to in this Section 5 as the
"Subject  Options"),  for  a   purchase  price  equal to the  Formula  Price (as
hereinafter  defined), provided  (i) Yager is then  employed  by the Company  or
his  employment  by the Company was terminated  prior thereto by reason  of  his
death or disability while employed  by the  Company  and (ii) the  Common  Stock
of the Company is not then registered  pursuant to Section 12 of the  Securities
Exchange Act of 1934, as amended.

               5.1. The Company shall elect,  by written  notice to Yager within
90 days after  receipt of notice from Yager of his exercise of the Right to Put,
to (i) purchase the Subject  Options for the Formula  Price,  (ii) lend to Yager
the Purchase Price for the Option Stock issuable pursuant to the Subject Options
plus the amount  necessary  to pay any Federal and state income tax due upon and
by reason of the exercise by Yager of the Subject  Options (in which event Yager
shall be deemed to have exercised the Subject Options), or (iii) extend the


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Expiration  Date of the  Subject  Options.  If the  Company  does not make  such
election within such 90-day period,  the Company shall be deemed to have elected
to extend the Expiration Date of the Subject Options for a period of five years.

               5.2. In the event that the Company elects to purchase the Subject
Options,  payment of the Formula  Price shall be made at a closing to be held at
the  offices of  attorneys  for the  Company on a date  selected  by the Company
within 30 days after the expiration of the 90-day  period described  in  Section
5.1. At the closing, the purchase price for the Subject Options shall be paid in
full in cash or by bank cashier's check. At the closing, Yager shall execute and
deliver an instrument satisfactory to the Company cancelling and terminating the
Subject  Options.  Certain  capitalized  terms  used in this  Section 5 have the
meanings  ascribed  thereto  in those  certain  Warrant  Agreements  dated as of
December 18, 1986, as subsequently  amended (the "Warrant  Agreement"),  between
BBC and the then holders of its Series A Capital Notes,  which Capital Notes and
related warrants were redeemed by BBC.

                      5.2.1. The term "Formula Price" means the (i) Value of the
Company  multiplied  by the  Applicable  Ratio,  minus the (ii)  Purchase  Price
multiplied  by the number of shares of Option Stock which are the subject of the
Subject Options to be purchased by the Company.

                      5.2.2. For purposes of Section 5.2.1, the  following terms
shall have the meanings set forth below:

                             5.2.2.1.  The term "Applicable Ratio" means (i) the
number of shares of Option Stock which are the subject of the Subject Options to
be  purchased  by the  Company,  divided  by  (ii)  the  sum of  the  number  of
outstanding shares of Common Stock and the number of shares of Common Stock that
would be outstanding if all of the then unexercised Options were exercised.

                             5.2.2.2. The term "Consolidated  Current Assets" is
defined in the Warrant Agreements.

                             5.2.2.3.  The term  "Consolidated  Liabilities"  is
defined in the Warrant Agreements.

                             5.2.2.4.  The term "Consolidated  Operating Profit"
is defined in the Warrant Agreements.

                             5.2.2.5.  The term  "Investments" is defined in the
Warrant Agreements.

                             5.2.2.6. The term "Operating Asset Value" means the
Consolidated  Operating  Profit of the Company for the four fiscal quarters most
recently ended prior to the time of determination of such Operating Asset Value.


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                             5.2.2.7.  The term "Value"  means (i) the Operating
Asset  Value of the  Company at such  time,  plus (ii) the  aggregate  amount of
Consolidated  Current Assets and Investments as of the last day of the then most
recently  ended  fiscal  quarter of the  Company,  minus (iii) the  Consolidated
Liabilities as of the end of such quarter.

               5.3.  In the event  that the  Company  elects  to lend  Yager the
amount necessary to pay any Federal and state income taxes due upon the exercise
of the  Subject  Options,  the  Company  shall lend such amount to Yager upon 30
days'  written  notice  from  Yager,  such notice by Yager to be given after the
exercise  of the Subject  Options and no earlier  than 45 days prior to the date
such taxes are due and payable. The notice by Yager pursuant to this Section 5.3
shall be accompanied by a (i) promissory note in form and substance satisfactory
to the Company duly executed by Yager, in the principal amount of the loan to be
made by the Company and providing for repayment of the principal  amount thereof
in quarterly  installments  over a period of three years with interest,  payable
quarterly,  at  fluctuating  rate per annum equal to the prime rate as published
from time to time in The Wall Street  Journal,  and (ii) a pledge  agreement  in
form and substance  satisfactory  to the Company duly executed by Yager pursuant
to which Yager shall grant the Company a security  interest in the Option  Stock
issuable  pursuant to the Subject  Options as security for the amounts due under
the promissory note.

               5.4.  In  the  event  that  the  Company  elects  to  extend  the
Expiration  Date of the First  Options  or Second  Options,  the  Company  shall
include in its notice to Yager pursuant to Section 5.2 a new expiration date for
such Options  which new  expiration  date shall be at least five years after the
Expiration Date for such Options.  The  provisions of this Section 5 shall apply
during the last year of  exerciseability of the Options as extended or as deemed
to be extended by the  Company  and Yager may  exercise  the Right to Put during
such year, in which the event the Company may make any election  permitted under
Section 5.2.

        6.  REGISTRATION  RIGHTS.  Yager shall have the registration  rights set
forth in this  Section  with  respect to shares of Class B Stock of the  Company
acquired upon exercise of the Options.

               6.1. For purposes of this section  "Restricted  Stock" shall mean
shares of  Common  Stock  issued  upon  exercise  of the  Options  that have not
theretofore been registered under the Act, or theretofore  remained unsold while
registered under said Act.

               6.2. If at any time or times, the Company proposes to file one or
more  Registration  Statements for the  registration  under the Act of shares of
Common Stock owned by Benedek,  whether or not  underwritten,  the Company shall
give a Notice of Registration (as defined in Section 6.2.4 hereof) to Yager, and
shall include in each Registration Statement referred  to  in  such  notice  all
Restricted Stock with respect to which Yager shall have delivered to the Company
a Notice of  Intent to Sell (as  defined in Section 6.2.3 hereof) within 30 days
after the  Company  has  given  its  Notice  of  Registration.  Such  Notice  of
Registration shall be given not later  than 45 days  prior to the  filing of any
such  Registration Statement.  All expenses incurred by the Company and Yager in
complying with all registration requirements, including


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without  limitation  filing  fees,  fees and  disbursements  of counsel  for the
Company  and  printing  and  other  expenses  (but  excluding  any  underwriting
discounts or  commissions) in connection  with each such  registration  shall be
borne by the  Company.  The Company  shall have no  obligation  to register  the
Restricted Stock under this  Section 6, however,  unless Yager agrees to join in
underwriting arrangements which are, except as otherwise herein provided, on the
same  terms  as  other  participants  in  the  distribution,  including,  if the
underwriters  or  their  representative  or  representatives   shall  determine,
reasonably  and in good faith  that the  number of shares of Common  Stock to be
included on any such  Registration  Statement exceeds the number of shares which
can be offered and sold on reasonable  terms and price under  prevailing  market
conditions,  a  reduction  in the  number of shares  of  Restricted  Stock to be
included in such  Registration  Statement to allow the orderly offering and sale
under prevailing  market conditions by the Company of all shares of Common Stock
it is requesting to be registered,  provided,  however,  that if shares of Stock
held by persons other than Benedek and Yager are included in the shares  covered
by such  Registration  Statement,  such reduction shall be  proportionate to the
reduction  in the  number of shares of Common  Stock of the  Company  which such
other persons are required to make by said underwriters.

                      6.2.1.  The Company  shall not be required to maintain the
effectiveness  of any  Registration  Statement  filed  in  connection  with  the
registration  which  is  the  subject  of  this  Section  6  or  to  amend  such
Registration Statement or to supplement the prospectus  relating  thereto  after
the expiration of nine months from  the  effective  date  of  such  Registration
Statement.

                      6.2.2.  The Company need not include any Restricted  Stock
owned by Yager in any Registration Statement provided for under this  Section  6
if, in the opinion of counsel for the Company, registration of such shares under
the Act is not necessary to dispose of such  shares  in a  public  offering  and
distribution  in the open market in  compliance  with the Act;  provided in such
case,  the opinion of such  counsel  shall be in writing  addressed to Yager and
shall be rendered  within 20 days after the Notice of Intent to Sell is received
by the Company,  and provided  further that if the Company  declines to register
any  Restricted  Stock  pursuant  to  this  Section  6.2.2,  the  Company  shall
indemnify against  any  and  all  losses,  damages,  liabilities  and  expenses,
including counsel fees and liability  under  the Act, that may incur as a result
of any sale made in reliance upon the aforementioned opinion.

                      6.2.3.  "Notice  of Intent to Sell"  shall  mean a written
notice  signed by Yager (i)  setting  forth the  number of shares of  Restricted
Stock,  if any, which Yager desires to have  registered for sale which number of
shares may not exceed  that  proportion  of the  shares of  Restricted  Stock as
equals the  proportion of shares of Common Stock owned by Benedek to be included
in the applicable  Registration  Statement,  (ii)  representing that Yager has a
present  intention to sell the same, and (iii) agreeing to execute all consents,
Registration  Statements  and other  documents  reasonably  required in order to
permit the applicable  Registration  Statement to be made effective and to carry
out the distribution.


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<PAGE>



                      6.2.4.  "Notice  of  Registration"  shall  mean a  written
notice signed by an officer of the Company,  setting forth the approximate  date
on which it intends to file a  Registration  Statement for the  registration  of
Common  Stock  pursuant  to the  Act,  and  the  approximate  date on  which  it
contemplates such Registration Statement will become effective.

                      6.2.5.   The   obligation   of  the  Company  to  register
Restricted  Stock for Yager pursuant to Section 6 hereof shall be subject to the
receipt by the Company of an agreement  from Yager,  and the  underwriter of any
Restricted Stock to be registered for Yager, in form and substance  satisfactory
to the Company,  indemnifying  the Company against  liability  arising out of or
based upon any untrue  statement or alleged untrue statement of material fact in
the  Registration  Statement,  or the  omission  or alleged  omission to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein not misleading,  if (with respect to the agreement of Yager)
such  statement  or omission  was made by the  Company in  reliance  upon and in
conformity with written  information  furnished to the Company  specifically for
use in such Registration Statement by or on behalf of Yager, or (with respect to
the agreement of any  underwriter of any  Restricted  Stock to be registered for
Yager) by or on behalf of the  underwriter.  In connection with the registration
under the Act of the Restricted  Stock owned by Yager, the Company hereby agrees
to indemnify Yager and each underwriter thereof against liability arising out of
or based upon an untrue statement or alleged untrue statement of a material fact
in a Registration  Statement or the omission of any material fact required to be
stated  therein  or  necessary  in  order  to make the  statements  therein  not
misleading,  other than any such  statement  included in, or omitted from,  such
Registration  Statement by the Company in reliance upon and in  conformity  with
written information unfurnished to the company, specified for use therein, by or
on  behalf  of  Yager  (with  respect  to  Yager),  or by or on  behalf  of  any
underwriter   of  the  securities   included   therein  (with  respect  to  such
underwriter).  The Company and Yager agree to join in an underwriting  agreement
having  usual  and  customary  terms,   including   customary   representations,
warranties  and  other  agreements   (other  than  agreements  with  respect  to
indemnification which shall be similar to those provided in this Section 6.2.5);
provided that no such agreement  shall require Yager to make any  representation
or  warranty  concerning  the  Company  unless the same be based upon the actual
knowledge  of  Yager.  Reasonably  promptly  (but not more  than 30 days)  after
receipt from a party claiming indemnification under this Section 6.2.5 of notice
of commencement of any action,  such  indemnified  party  will, if  a  claim  in
respect thereof is to be made against any indemnifying party under this Section
6.2.5, notify in writing the indemnifying party of the commencement thereof; and
the omission to notify the indemnifying party will relieve it from any liability
under this Section 6.2.5 as to the  particular  item for  which  indemnification
is then  being sought,  but not from any other  liability  which it may  have to
any  indemnified  party.  In  case  any  such  action  is  brought  against  any
indemnified party, and the indemnified  party notifies an indemnifying  party of
the  commencement  thereof,   the   indemnifying  party  will  be   entitled  to
participate therein and to the extent that it may wish,  to assume  the  defense
thereof,  with counsel who shall be to  the  reasonable   satisfaction  of  such
indemnified  party,  and after receipt of actual  notice  from the  indemnifying
party to such  indemnified  party of its  election  so  to  assume  the  defense
thereof,  the  indemnifying  party will not be liable to such  indemnified party
under  this  Section 6.2.5 for any legal or other expenses subsequently incurred
by such indemnified party in connection with


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<PAGE>



the defense thereof;  provided,  however,  that the indemnified party shall have
the right to employ  separate  counsel to  represent it in  connection  with any
claim  in  respect  of  which  indemnity  may be  sought  hereunder  if,  in the
reasonable judgment of counsel for the indemnified party, a conflict of interest
exists making it advisable for him to be  represented  by separate  counsel,  in
which event the fees and expenses of such separate counsel shall be borne by the
indemnifying party. An indemnifying party shall not be liable to any indemnified
party on account of any settlement of any claim or action  effected  without the
consent of such indemnifying party.

                      6.2.6.  In the event the Company shall at any time fail to
perform fully and  completely  its  obligations under this Section 6, then Yager
shall,  in addition  to all other  rights or  remedies  hereunder,  at all or in
equity,  have the right to petition any court with  jurisdiction in the premises
for an order compelling the Company specifically to perform said obligations, it
being  recognized that monetary  damages are not adequate  compensation  for any
such failure.

        7.     TERMINATION.

               7.1. This Agreement shall commence upon the date hereof and shall
terminate upon the occurrence of any of the following events:

                      7.1.1.  The written  agreement of the  Company,  Yager and
Benedek;

                      7.1.2. The sale of all or substantially  all of the assets
of the Company; or

                      7.1.3. The acquisition by the Company of all of the Option
Stock or all of the  Options  from  Yager in  accordance  with the terms of this
Agreement or the sale of all of the Option Stock to a third party in  accordance
with this Agreement.

               7.2. No termination of this Agreement  shall affect any provision
hereof which by its terms is to be performed or observed after its  termination,
and each such provision  hereof shall remain in full force and effect until such
time as such  provision has been  performed in full or has terminated by its own
terms.

        8. CONFIDENTIAL  INFORMATION.  Yager shall hold in a fiduciary  capacity
for the benefit of the Company all  information,  knowledge and data relating to
or concerned with its operations, sales, business and affairs, and he shall not,
at any time hereafter, use, disclose or divulge any such information,  knowledge
or data to any  person,  firm or  corporation  other than to the  Company or its
designees or except as may otherwise be required in connection with the business
and affairs of the Company.

        9. NOTICES.  All notices,  including  notices of offer,  acceptance  and
rejection  which any party  hereto is  required  or  desires  to send to another
party,  shall be  delivered  in  person,  or  mailed  by  prepaid  certified  or
registered  mail, or sent by express mail service for next day delivery or other
responsible  overnight  delivery  service to the party at its  address set forth
below or at such address as may be designated by notice in accordance  with this
Section 9.


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<PAGE>




                      If to Yager:
                      6767 Woodcrest Parkway
                      Rockford, Illinois 61109

                      If to the Company or Benedek:

                      308 West State Street
                      Rockford, Illinois 611

                      with copies to:

                      Shack & Siegel, P.C.
                      530 Fifth Avenue
                      16th Floor
                      New York, New York 10036
                      Attention:  Paul S. Goodman, Esq.

Any such notice shall be deemed to have been given and received on the day it is
personally  delivered or, if mailed, on the third day after it is mailed, or, if
sent by express mail or overnight  delivery  service,  on the next  business day
after the date of the delivery of the notice to such service.

        10. BENEFITS.  This Agreement shall inure to the benefit of and shall be
binding upon the  respective  heirs,  personal  representatives,  successors and
assigns of the parties hereto.

        11. INJUNCTIVE  RELIEF. In the event of a breach or threatened breach by
any party bound by this Agreement of any of such party's obligations  hereunder,
the parties  hereto  acknowledge  that all other parties bound by this Agreement
will have no adequate  remedy at law and shall be entitled to such equitable and
injunctive  relief as may be  available  to restrain a violation  or  threatened
violation  of the  provisions  of this  Agreement  or to enforce the  provisions
hereof.  Nothing  herein shall be deemed to preclude any party from pursuing any
other remedies,  legal or equitable,  available to such party for such breach or
threatened breach, including the recovery of damages.

        12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties  hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings  among the parties or any of them. There are
no  representations,   warranties,   agreements  or  understandings  other  than
expressly contained herein. No termination,  alteration, modification, variation
or waiver of this agreement or any of the  provisions  hereof shall be effective
unless in writing.  Nothing contained in this Agreement shall be construed as an
employment  contract  or an  agreement  by the  Company to employ  Yager for any
period of time.


                                       12





<PAGE>


        13. SEVERABILITY. Should any clause, paragraph or part of this Agreement
be held or declared to be void or illegal  for any  reason,  all other  clauses,
paragraphs or parts of this agreement which can be effected without such illegal
clause,  paragraph or part shall  nevertheless  remain in full force and effect.
If, in the opinion of any court, any clause, paragraph or part of this Agreement
is unreasonable  or  unenforceable,  such court shall have the right,  power and
authority  to excise or modify such  provisions,  or portions  thereof,  of this
Agreement as to the court shall not be reasonable or enforceable  and to enforce
the remainder of such clause, paragraph or part as so excised or modified.

        14.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with the laws of the  State of New  York  applicable  to  agreements
executed and to be performed  entirely  therein and each party hereto,  by their
execution of this Agreement, hereby consents to the personal jurisdiction of the
courts of the State of New York and the Federal courts located within such State
in connection  with any dispute  arising under or related to this  Agreement and
further  agrees  that  service  of  process  in any such  action  may be made by
certified mail to the address set forth herein.

        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.



                                    s/K. James Yager
                                    __________________________________________
                                                 K. JAMES YAGER



                                    s/ A. Richard Benedek
                                    __________________________________________
                                                        A. RICHARD BENDEK


                                    BENEDEK COMMUNICATIONS CORPORATION



                                    By:    s/ A. Richard Benedek
                                        ________________________________________


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