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                                                                   EXHIBIT 10.25

                                                                  Execution Copy

                           TIME BROKERAGE AGREEMENT

                                By and Between

                      GOCOM BROADCASTING OF JOPLIN, LLC,

                       GOCOM OF JOPLIN LICENSE SUB, LLC

                                     and

                     MISSION BROADCASTING OF JOPLIN, INC.

                              December 31, 2001

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                              TABLE OF CONTENTS

1.    Overall Purpose and Term...............................................2

2.    Station's Facilities...................................................2

3.    Revenue................................................................3

4.    Compensation...........................................................3

5.    Responsibilities.......................................................4
      (a)   Broker's Responsibilities........................................4
      (b)   Owners' Responsibilities.........................................5
      (c)   Additional Responsibilities......................................6
      (d)   Renewal, Modification and Cancellation of Contracts..............6

6.    Revenues and Deposits..................................................6
      (a)   Receipts from Broadcast Time Sales and Uses of Station's Studio/
            Production Facilities............................................6
      (b)   Revenues; Bank Accounts..........................................6

7.    Owners' Compliance With FCC Rules and Policies.........................7

8.    Programming and the Public Interest....................................7

9.    Special Programs.......................................................8

10.   Station Identification.................................................8

11.   Station Facilities.....................................................9
      (a)   Operation of Station.............................................9
      (b)   Interruption of Normal Operations................................9
      (c)   Studio Location..................................................9

12.   Political Advertising..................................................9

13.   Children's Programming.................................................9

14.   Handling of Communications............................................10

15.   Force Majeure.........................................................10

16.   Trade Secrets and Proprietary Information.............................11

17.   Payola and Conflicts of Interest......................................11

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18.   Broker's Compliance with Law..........................................12

19.   Indemnification; Broker's Action......................................12
      (a)   Broker's Indemnification of the Owners..........................12
      (b)   The Owners' Indemnification of Broker...........................12
      (c)   Broker's Activities.............................................13
      (d)   Indemnification Procedures......................................13
      (e)   Insurance.......................................................13

20.   Events of Default.....................................................13
      (a)   Insolvency......................................................13
      (b)   Breach or Default in Representations and Covenants..............14
      (c)   Non-Payment.....................................................14
      (a)   Termination Upon Event of Default...............................14
      (b)   Termination Upon Order of Governmental Authority................14
      (c)   Termination Upon Sale of Station................................15

22.   Effect of Termination Other Than at Closing...........................15
      (a)   Reimbursement of Capital Expenditures...........................15
      (b)   Collection of Post-Commencement, Pre-Termination Receivables
            and Payment of Post-Commencement, Pre-Termination Payables......15
      (c)   Billing and Performance by Owners...............................16
      (d)   Collection and Application by Owners............................16
      (e)   Non-Interference................................................16
      (f)   Payment of Pre-Termination Payables.............................17
      (g)   Adjustment Amount...............................................17
      (h)   Reports:  Adjustment Procedures.................................18
      (i)   Proration.......................................................19
      (j)   Condition of Property...........................................19

23.   Advanced Television/High Definition Television........................19

24.   Billing; Records......................................................19

25.   Notices...............................................................20

26.   Modification and Waiver...............................................21

27.   Construction..........................................................21

28.   Headings..............................................................21

29.   Assignment; Change of Control.........................................21

30.   Counterparts..........................................................21

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31.   Entire Agreement......................................................22

32.   No Partnership or Joint Venture Created...............................22

33.   Severability..........................................................22

34.   Legal Effect..........................................................22

35.   No Party Deemed Drafter...............................................22

36.   Further Assurances....................................................22


EXHIBIT A -- Payment of Time Brokerage Fee

EXHIBIT B --  Programming Standards

EXHIBIT C --  ANTI-PAYOLA/PLUGOLA AFFIDAVIT

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                           TIME BROKERAGE AGREEMENT

            This TIME BROKERAGE AGREEMENT (this "Agreement") is entered into
this 31st day of December, 2001, by and between GOCOM Broadcasting of Joplin,
LLC, a Delaware limited liability company ("Operating Company"), GOCOM of Joplin
License Sub, LLC, a Delaware limited liability company ("License Company") (each
an "Owner" and collectively the "Owners") and Mission Broadcasting of Joplin,
Inc., a Delaware corporation ("Broker"). Capitalized terms used but not
otherwise defined shall have the meaning set forth in the Purchase Agreement
(defined below).

            WHEREAS, the Owners are the owners and operators of television
broadcast station KODE-TV, Joplin, Missouri, and assets relating thereto (the
"Station"), pursuant to authorization(s) issued by the Federal Communications
Commission ("FCC") to License Company;

            WHEREAS, the parties hereto have carefully considered the
Communications Act of 1934, as amended (the "Communications Act"), and the FCC's
rules and policies adopted pursuant thereto, and intend that this Agreement in
all respects comply with said Communications Act and FCC rules and policies;

            WHEREAS, the Owners desire to enter into this Agreement to provide a
regular source of diverse programming and income to sustain the operations of
the Station;

            WHEREAS, Broker desires to provide an over-the-air program service
to the Joplin, Missouri area using the facilities of the Station and personnel
employed by Broker;

            WHEREAS, the Owners agree to provide time on the Station exclusively
to Broker on terms and conditions that conform to policies of the Owners and the
FCC for time brokerage arrangements and that are as set forth herein;

            WHEREAS, Broker agrees to provide broadcast programming of Broker's
selection that conforms with the policies of the Owners and with all rules,
regulations and policies of the FCC, and as set forth herein;

            WHEREAS, the Owners maintain, and shall continue to maintain during
the term of this Agreement, ultimate control over the Station's facilities
including control over the Station's finances and programming and the Owners'
personnel; and

            WHEREAS, the parties hereto have entered into a Purchase and Sale
Agreement dated as of the date of this Agreement (the "Purchase Agreement"),
pursuant to which, subject to FCC approval, Broker is purchasing substantially
all of the assets of the Station;

            NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which the Owners and Broker hereby acknowledge, the
Owners and Broker, intending to be bound legally, hereby agree as follows:

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      1.     Overall Purpose and Term. In accordance with the terms and subject
to the limitations set forth herein: (a) Broker shall provide certain
programming to the Owners for the Station, promote the Station and its
programming, sell commercial and other time on the Station and bill for and
collect the payments for time sales on the Station; and (b) subject to direction
and control by management personnel of the Owners, Broker will maintain the
Station's transmitting and microwave relay facilities, and the Owners shall make
such facilities available to Broker for purposes of its activities contemplated
by this Agreement. Subject to the terms of this Agreement, each party hereby
warrants and covenants that it will fulfill said obligations, and their other
obligations specified herein, to the fullest extent permitted by law (including
the FCC's rules and policies) in a diligent, reasonable manner.

            Broker shall begin its time brokerage activities with regard to the
Station pursuant to this Agreement at 12:01 AM, Joplin, Missouri time, on the
date hereof, and said date shall be referred to herein as the "Commencement
Date" and such time shall be referred to as the "Commencement Time." Unless
otherwise terminated pursuant to the terms hereof, the term of this Agreement
shall be the period from the Commencement Date until the earlier of the Closing
or the termination of the Purchase Agreement in accordance with its terms (the
"Term").

      2.      Station's Facilities. During the Term, the Owners shall make the
Station's television broadcasting transmission facilities available to Broker
for broadcast on the Station of programs required to be broadcast under the
Contracts (subject to the terms and conditions of this Agreement, including,
without limitation, the second paragraph of this Section 2), programs selected
by Broker in accordance with the terms and conditions hereof and
advertising/commercial announcements sold by Broker, which may originate from
the Station's studios or from other sources contracted for by Broker. In
addition, the Owners will make available to Broker, at no additional cost,
during the Term, exclusive use (other than the Owners' own use for the Station
consistent with this Agreement) of all of the Owners' studio and production
facilities for Broker's use in its activities with regard to the Station
pursuant to this Agreement. The Owners shall have the right to use such
facilities as they deem appropriate in their sole discretion in connection with
(i) the satisfaction of License Company's obligations as the FCC licensee of the
Station (including the use of such facilities and adequate office space for the
employees of the Owners that are required for the Owners to comply with their
obligations under Section 5(b)(i)), (ii) the satisfaction of the Owners'
obligations under the Affiliation Agreement (as defined in the Purchase
Agreement), and (iii) the satisfaction of Owners' obligations under this
Agreement, including the provision of Leased Employees (as defined below) as set
forth in Section 5(b)(ii). Broker shall use due care in the use of any assets,
property or facilities of the Owners, shall not commit waste or cause any damage
with respect thereto or permit any other person or entity to commit waste or
damage with respect thereto, and shall not remove, and shall not permit any
other person or entity to remove, any of the Owners' assets, properties or
facilities from the current locations thereof.

            Subject to the terms of this Agreement, and to applicable rules and
policies of the FCC, Owners hereby sell and Broker hereby purchases up to one
hundred and sixty eight (168) hours per week of programming or broadcast time on
the Station commencing on the Commencement Date. The Owners shall broadcast the
programming, including commercial


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announcements, supplied, selected or procured by Broker without interruption,
deletion, or addition of any kind, subject to the terms of this Agreement and
Owners' obligations under the Communications Act and the FCC's rules and
policies adopted pursuant thereto. All such programming supplied, selected or
procured by Broker, including commercial announcements and programming which is
the subject of the Contracts (other than the Affiliation Agreement), is
sometimes referred to herein as the "Broker's Programming." Anything to the
contrary in this Agreement notwithstanding, (i) Broker's Programming shall not
include any programming provided to the Station by ABC under the Affiliation
Agreement, and (ii) this Agreement and the transactions contemplated hereunder
shall not effect an assignment of the rights or privileges of the Owners under
the Affiliation Agreement, all of which remain with and inure to the benefit of
the Owners (including all network compensation payments made by ABC pursuant
thereto).

            Notwithstanding the foregoing paragraph, Owners shall produce or
present up to two (2) hours per week of public affairs programming ("Owners'
Public Affairs Programming") to be aired on the Station according to a schedule
to be mutually established. Owners' Public Affairs Programming may be produced,
presented or broadcast jointly by Owners and Broker. Owners' Public Affairs
Programming shall respond to the issues, needs and interests of the Joplin,
Missouri area, which Owners have ascertained.

            Notwithstanding anything herein to the contrary, until such time as
the FCC has released public notice of its grant of assignment of the Station's
FCC licenses to Broker under the Purchase Agreement and the parties have
obtained the consents from SpectraSite as contemplated by the last paragraph of
Section 11.1 of the Purchase Agreement, Broker shall not combine or consolidate
any of the Station's operations or activities (including, without limitation,
sales or programming efforts or activities) with any person or entity (including
any other television station), except with the prior written consent of the
Owners.

      3.      Revenue. Broker shall be entitled to all revenues resulting from
the sale of advertising and other time on the Station during the Term,
including, without limitation, all revenue from the sale of advertising and
other time during the Owners' Public Affairs Programming or other programming
provided by the Owners pursuant to Sections 8(b) or 9 hereof (collectively,
"Owners' Programming"), or otherwise resulting from the operation of the Station
during the Term other than in connection with the Affiliation Agreement. All
accounts receivable of the Owners as of Commencement Time and all proceeds and
collections thereof shall be collected and accounted for as provided in Sections
2.9 and 11.2 of the Purchase Agreement.

      4.      Compensation. As consideration for the Owners permitting Broker to
broadcast Broker's Programming on the Station pursuant to the terms of this
Agreement and receiving the revenues generated therefrom as provided in this
Agreement, Broker shall pay to the Owners the amounts described on Exhibit A
attached hereto (collectively, the "Time Brokerage Fees").


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      5.      Responsibilities.

              (a) Broker's Responsibilities.

                  (i)   Broker shall employ and be responsible for paying the
                        salaries, commissions, payroll taxes, insurance and all
                        other related costs for employees of Broker engaged in
                        Broker's time brokerage activities hereunder, including,
                        without limitation, the employees of the Station hired
                        from Owners under Section 10.2 of the Purchase
                        Agreement.

                  (ii)  Broker shall acquire, compile, develop, produce,
                        provide, broadcast and sell, and deliver to the Station,
                        the Broker's Programming and commercial messages and
                        shall be responsible for and shall pay any and all
                        expenses incurred in connection therewith, including,
                        without limitation, (i) all ASCAP, BMI, SESAC and other
                        copyright fees associated with the delivery of such
                        programming, (ii) all expenses incurred in connection
                        with the sale of advertising time (including, without
                        limitation, sales commissions) on the Station, and (iii)
                        the salaries, taxes, insurance and related costs and
                        expenses for all personnel (other than Owners'
                        personnel) used in production of programming and all
                        sales personnel (including, without limitation,
                        salespeople, account executives, traffic personnel and
                        programming staff). The Owners shall not incur any
                        liability on account of Broker's employees.

                  (iii) Subject to the last sentence of Section 19(a) and the
                        terms and conditions of this Agreement (including,
                        without limitation, the second paragraph of Section 2),
                        in performing its obligations hereunder, Broker shall
                        use commercially reasonable efforts to, or to cause the
                        Owners and the Station to, adhere to and fulfill all of
                        the terms, conditions and obligations under all
                        Contracts and Leases. Subject to the last sentence of
                        Section 19(a) and the terms and conditions of this
                        Agreement (including, without limitation, the second
                        paragraph of Section 2), and without limiting the
                        generality of the foregoing sentence, Broker (i) agrees
                        to utilize the films and programs subject to the
                        Contracts in compliance with the terms, conditions and
                        obligations of such Contracts, and (ii) shall use
                        commercially reasonable efforts to not cause a breach of
                        the Affiliation Agreement by Owners or the Station.
                        Broker shall enter into all new programming agreements
                        and arrangements in its own name and not in the name of
                        the Owners or the Station.


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              (b) Owners' Responsibilities. Without limiting Broker's obligation
to pay the Time Brokerage Fees:

                  (i)   The Owners shall employ and be responsible for paying
                        the salaries, commissions, payroll taxes, insurance and
                        all other related costs of their employees necessary to
                        fulfill License Company's obligations as licensee of the
                        Station under the Communications Act, including a
                        general or station manager for the Station and such
                        other personnel (not less than one) as the Owners
                        determine may be necessary to fulfill such obligations.

                  (ii)  In addition to the Owners' employment of certain
                        employees as provided in Section 5(b)(i) above, from and
                        after the Commencement Date through the earlier of such
                        time as Broker employs and hires or is required to
                        employ and hire Eligible Employees (as defined in
                        Section 10.2 of the Purchase Agreement) pursuant to the
                        terms and provisions of Section 10.2 of the Purchase
                        Agreement (the "Leased Employee Period"), the Owners
                        will use commercially reasonable efforts to make
                        available to Broker all Eligible Employees (each of whom
                        shall be a "Leased Employee" and collectively the
                        "Leased Employees") until the earlier of (x) the date
                        such Leased Employee's employment with the Licensee
                        terminates, whether because of the hiring and employment
                        of Leased Employees as provided in Section 10.2 of the
                        Purchase Agreement or otherwise, or (y) the termination
                        of this Agreement as provided in Section 21 below.
                        Notwithstanding the employer/employee relationship that
                        exists between the Leased Employees and the Owners,
                        Broker will, subject to applicable FCC rules,
                        regulations and policies, have the authority to
                        supervise, direct and control the Leased Employees to
                        the extent necessary for Broker to fulfill its rights
                        and obligations under this Agreement; provided, however,
                        that the Owners shall have sole discretion to make and
                        effectuate all staffing and personnel decisions
                        involving employees or independent contractors employed
                        or retained by the Owners in connection with the
                        operation of the Station, and Broker shall have no
                        control or right of review whatsoever over any decision
                        by the Owners to hire or to dismiss or terminate any
                        Leased Employee. During the Leased Employee Period, each
                        Leased Employee shall receive substantially the same
                        benefits and other consideration from the Owners to
                        which such employee was entitled to from the Owners
                        prior to the Leased Employee Period (provided that if
                        the Owners and their affiliates make changes to the
                        benefits offered to all of their employees, such changes
                        shall apply to the Leased Employees as well.


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                  (iii) The Owners shall be responsible for the payment of all
                        expenses of operating and maintaining the Station during
                        the Term and as necessary for the Owners to maintain
                        licensed transmitting capability of the Station and to
                        fulfill License Company's obligations as an FCC
                        licensee.

              (c) Additional Responsibilities.

                  (i)   Each of the Owners and Broker shall be fully responsible
                        for the supervision and direction of their respective
                        employees.

                  (ii)  Broker and the Owners shall pay their respective
                        expenses with regard to the Station and in no event will
                        any such payable remain unpaid for more than thirty (30)
                        days after it is due unless such payable is being
                        disputed in good faith.

              (d) Renewal, Modification and Cancellation of Contracts. The
Owners will comply with all reasonable requests of Broker with respect to the
renewal and cancellation of Contracts (in accordance with their terms) other
than the Affiliation Agreement, or the entry into or the modification of such
Contracts, which affect Broker's time brokerage activities with regard to the
Station pursuant to this Agreement. Notwithstanding anything herein to the
contrary, with respect to the Affiliation Agreement, the Owners and the Broker
agree that if at any time during the Term the Affiliation Agreement terminates,
the Owners and the Broker shall use their reasonable good faith best efforts to
cooperate with each other in the procurement of, negotiation of, and the
agreement on, a new network affiliation agreement with respect to the Station.

      6.      Revenues and Deposits.

                 (a) Receipts from Broadcast Time Sales and Uses of Station's
Studio/ Production Facilities. During the Term of the Agreement, Broker shall
have the exclusive right to sell, either directly or indirectly through sales
representatives, all programs and commercials aired on the Station (whether
during programming selected by Broker or programming selected by the Owners),
and production fees for uses of the Station's studio/production facilities,
whether aired or earned before or during the Term. Broker may contract and bill
in its own name for the sale of broadcast time on the Station and uses of the
Station's studio/production facilities.

                 (b) Revenues; Bank Accounts. Broker may deposit any revenues it
receives pursuant to Section 6(a) above or otherwise with respect to the Station
into a bank account (or accounts) of Broker established by Broker, in Broker's
name, for this purpose (the "Broker's Bank Account(s)"), and the funds in such
Broker's Bank Account(s) shall be the property of Broker. Broker shall be
authorized to endorse payments received in names other than Broker's (e.g.,
"KODE," or "KODE-TV") in order to deposit such payments into the Broker's Bank
Account(s).


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      7. Owners' Compliance With FCC Rules and Policies. The Owners shall comply
in all material respects with all FCC rules and policies applicable to the
Station. In this regard, without limiting the foregoing sentence, the Owners
shall be responsible for ascertaining the needs and interests of KODE's service
area, maintaining its political broadcasting and public inspection files and
maintenance logs, setting political advertising policies (subject to Section 12
below), preparing the quarterly issues/programs lists and children's programming
reports and making all required FCC filings with regard to the Station.

      8. Programming and the Public Interest.

            (a) Broker acknowledges and agrees that Broker shall enter into all
new permitted programming agreements and arrangements in its own name and not in
the name of the Owners or the Station. Throughout the Term, unless otherwise
agreed to by the parties hereto in writing, Broker shall, subject to the
Contracts and the other terms and conditions of this Agreement, program the
Station so as to maintain a general, advertiser-supported, national
network-affiliated, entertainment/sports format, with some mix permitted of home
shopping, religious, foreign language and infomercial programming. The Station
shall not become predominantly a home shopping, religious, foreign language
and/or infomercial television station. The programming selected by Broker or at
its discretion shall consist of such materials as are determined by Broker to be
appropriate and/or in the public interest including, without limitation, public
affairs programming, public service announcements, entertainment, news, weather
reports, sports, promotional material, commercial material and advertising.

            (b) Following the Commencement Date, Broker's management personnel
as designated by Broker will meet at least weekly with Owners' Station Manager
in order to help formalize the Owners' oversight over Broker's activities at the
Station. At such meetings, the Owners will, among other things, (i) provide
Broker with the results of Owners' ongoing efforts to ascertain the problems,
needs and interests of KODE's service area, so that the programming and public
service announcements selected and/or scheduled by Broker for the Station will
be responsive thereto, (ii) inform Broker of all views, comments, suggestions
and complaints concerning Broker's Programming actually received by the Owners,
(iii) provide suggestions for future public service programs and public service
announcement campaigns, and (iv) review Broker's Programming for children. In
the event the Owners determine that additional attention should be directed to
particular community needs, Broker will cooperate to assure that the Station's
locally-produced programming serves those needs. If the Owners acquire
syndicated programming in addition to Owners' Public Affairs Programming, then
all expenses for such additional programming will be paid by the Owners and will
not be included in the reimbursements due the Owners under this Agreement (as
part of the Time Brokerage Fees). Such programs will be aired on the Station at
a mutually agreeable time between 6:00 AM and 12:00 midnight Central time.
Broker shall be entitled to any and all revenues received from time sales of or
during any such programs to the extent such revenues exceed Owners' reasonable
out-of-pocket costs of obtaining such additional syndicated programming.

            (c) Broker shall provide the Owners promptly with all documents
Broker receives which are required to be placed in KODE's political or public
inspection files. Broker shall, upon


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reasonable request by Owners, provide Owners with information with respect to
programs and public service announcements broadcast on the Station which are
responsive to the problems, needs and issues facing the residents of the
Station's service area and Broker's Programming for children, so as to assist
the Owners in the preparation of required programming reports, and will assist
Owners upon request in compiling such other information which is reasonably
necessary to enable Owners to prepare other records and reports required by the
FCC or other government agencies.

            (d) Anything in this Agreement to the contrary notwithstanding, the
Owners shall have the full and unrestricted right to reject, delete and not
broadcast any material contained in any part of Broker's Programming which the
Owners in good faith determine would be contrary to law (including, without
limitation, the rules, regulations and policies of the FCC) or the public
interest. The Owners shall retain ultimate control over the Station's policies
and standards, and, in that regard, shall adopt written standards, generally in
accordance with industry standards for commercial television broadcast stations,
in substantially the same form and substance as Exhibit B attached hereto, for
the acceptance of programming material and commercial announcements. Broker
hereby covenants, warrants and represents that with regard to the Station it
will, at all times during the Term, comply in all material respects with such
standards for acceptance of Broker's Programming, and, further, all Broker's
Programming shall be in accordance with all applicable law, including, without
limitation, the rules, regulations and policies of the FCC.

      9. Special Programs. Anything in this Agreement to the contrary
notwithstanding, the Owners reserve the right, in good faith, to preempt
Broker's programs for the Station to broadcast special programs on occasion
concerning issues or events of local, regional or national importance in the
event that Broker does not broadcast the same on its own initiative or in the
event that the Owners reasonably determine in good faith that the amount of
Broker's coverage of such issues or events on the Station is inadequate;
provided however, that in all such cases, the Owners will use their commercially
reasonable efforts to give Broker reasonable notice of their intention to
preempt programs scheduled by Broker.

      10. Station Identification. The Owners will be responsible for the proper
broadcast of FCC-required station identification announcements on the Station;
provided, however, that Broker, while conducting its activities with regard to
the Station pursuant to this Agreement, shall broadcast all required station
identification announcements in form and content approved by the Owners with
respect to the Station in full compliance with FCC rules, regulations and
policies.

      11. Station Facilities.

            (a) Operation of Station. Subject to Section 1(b), during the Term,
the Owners shall maintain the Station at least at ninety percent (90%) of the
Station's currently authorized effective radiated power, for the entire time
that the Station is on the air, except for downtime occasioned by required
maintenance and other interruptions contemplated by Section 11(b) below and
events described in Section 15 of this Agreement. Any routine or non-emergency
maintenance work affecting operation of the Station at full power shall be
scheduled with at least forty-eight (48) hours prior notice to Broker, and, to
the extent possible, shall not take place during a rating period;


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and to the extent possible the Owners shall cause such maintenance work to be
performed between the hours of 1:00 AM and 6:00 AM Central time.

            (b) Interruption of Normal Operations. If the Station suffers any
loss or damage of any nature to its transmission or studio facilities which
results in the interruption of service or the inability of the Station to
operate with its maximum authorized facilities (other than damage or destruction
caused by Broker), the Owners shall proceed to make such repairs as are
necessary to restore full-time operation of such Station with its maximum
authorized facilities as promptly as is commercially reasonable following the
occurrence of any such loss or damage. If the Owners are unable to or do not
commence such repairs as set forth above, Broker may undertake such repairs at
its own expense.

            (c) Studio Location. The Owners shall maintain a main studio
facility in accordance with the Communications Act and the FCC's rules and
policies, and shall staff said main studio consistent with the FCC's rules and
policies.

      12. Political Advertising. Broker shall maintain and deliver to the Owners
all records and information required by the FCC to be placed in the public
inspection file of the Station pertaining to the broadcast of political
programming and advertisements, and to the broadcast of programming addressing
political issues, in accordance with Sections 73.1943 and 73.3526 of the FCC's
rules. Broker shall consult and cooperate with the Owners and comply with all
applicable statutes, and the rules, regulations and policies of the FCC, as
announced from time to time, with respect to the carriage of political
advertisements and programming and the charges therefor. Broker promptly shall
supply to the Owners such information and documentation relating to such
programming, political advertisements and the charges therefor as the Owners are
required to maintain in their public inspection file or as they may reasonably
request. In the Owners' sole discretion, Broker shall release advertising
availabilities and program time as required by the FCC's rules and policies to
permit the Station to comply with the reasonable access provisions of Section
312(a)(7) of the Communications Act and the equal opportunities provision of
Section 315 of the Communications Act and the rules and policies of the FCC
promulgated thereunder.

      13. Children's Programming. (i) Broker agrees that it will not broadcast
advertising on the Station within programs designed for children age twelve (12)
years or under in excess of the amounts permitted under the FCC's rules, (ii)
Broker will pre-screen children's programming broadcast on the Station during
the hours it is providing such programming, to establish that advertising will
not be broadcast in excess of the applicable FCC rules, and (iii) Broker agrees
to broadcast sufficient children's programming on the Station to be in full
compliance with the rules and policies of the FCC. Broker shall be responsible
for providing all necessary information and documentation with respect to
children's programming to the Owners to enable Owners to prepare all reports and
certifications required to be placed in the Station's public inspection file.
Such reports and certifications shall include, without limitation, the
following: (a) a quarterly report on children's programming pursuant to Section
73.3526(e)(11)(iii) of the FCC's rules; and (b) a certificate with respect to
compliance with advertising limits in children's programs pursuant to Section
73.3526(e)(11)(ii) of the FCC's rules. Broker shall provide the Owners with
information

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regarding the titles of all children's programs carried on the Station in the
past quarter in which the advertising limits apply, both local and network, all
program segments during which the allowed commercial limits were exceeded, and a
separate memo explaining why any excesses occurred. In carrying out its
obligations with respect to children's programming, Broker shall further
maintain records with respect to commercial matter in children's programming
either in the form of logs of programs reflecting the commercial time, tapes of
the programs, lists of commercial minutes aired in identified children's
programs, or appropriate certificates from networks and syndicators with respect
to compliance with the FCC's requirements on commercial limits.

      14. Handling of Communications. Broker and the Owners shall cooperate in
promptly responding to all mail, emails, telegrams or telephone calls directed
to the Station in connection with Broker's Programming, Broker or any other
matter relevant to Broker's responsibilities and obligations under this
Agreement. Broker shall promptly provide copies of all such correspondence that
it receives to the Owners, and the Owners shall promptly provide copies of all
such correspondence that they receive to Broker. Promptly upon receipt, Broker
shall advise the Owners, and the Owners shall advise Broker, of any public or
FCC complaint or inquiry known to Broker or the Owners, as applicable,
concerning Broker's Programming, and each shall provide the other with copies of
any letters from the public, including complaints concerning Broker's
Programming. Upon the Owners' request, Broker shall broadcast material
responsive to such complaints and inquiries relating to FCC complaints and any
other matters required to be handled by the Owners under the rules and
regulations of the FCC.

      15. Force Majeure. If there occurs any failure or impairment of facilities
for broadcast or any delay or interruption in the broadcast of programs, any
failure at any time to furnish facilities for broadcast or any other failure by
the Owners to perform any of their obligations under this Agreement, in each
case due to causes beyond the control of the Owners (including, without
limitation, by reason of any fire, strike, labor unrest, embargo, civil
commotion, rationing or other order or requirement, act of civil or military
authorities, act of God, or other contingencies beyond the control of the
Owners), then such failure, impairment, delay or interruption, by itself, shall
not constitute a breach of, a default or an Event of Default of the Owners under
this Agreement and the Owners will not be liable to Broker for any such failure,
impairment, delay or interruption so long as (if the Owners elect to remedy such
failure, impairment, delay or interruption) the Owners undertake and continue
reasonable efforts to remedy any such failure, impairment, delay or interruption
by returning the Station to their condition prior to such damage. Promptly
thereafter, if the Owners elect to do so by written notice to Broker, the Owners
will obtain any applicable insurance proceeds and apply such proceeds to the
cost of remedying such failure, impairment, delay or interruption; provided
that, if the Owners determine that they will not do so, the Owners will give
Broker prompt written notice of such determination. If the Owners elect not to
remedy such failure, impairment, delay or interruption (or if the Owners make no
election prior to the 10th day after such failure, impairment, delay or
interruption occurs), then Broker may elect to obtain such insurance proceeds
and effect such remedy by giving the Owners written notice to that effect.

      16. Trade Secrets and Proprietary Information. In the event that: (a) any
trade secrets or other proprietary information of Broker in connection with this
Agreement become known to the


                                       10

<PAGE>

Owners, and (b) such trade secrets and/or proprietary information are not
otherwise available in the public domain or known publicly, the Owners agree to
maintain the confidentiality of such trade secrets and/or proprietary
information and not to use or disclose any such trade secrets and/or proprietary
information without the prior written consent of Broker (except as required by
law, rule or regulation, or by order of any government agency or court or for
filing tax returns or enforcing their rights and remedies under this Agreement).

            In the event that: (i) any trade secrets or other proprietary
information of the Owners in connection with this Agreement become known to
Broker, and (ii) such trade secrets and/or proprietary information are not
otherwise available in the public domain or known publicly, Broker agrees to
maintain the confidentiality of such trade secrets and/or proprietary
information and not to use or disclose any such trade secrets and/or proprietary
information without the prior written consent of the Owners (except as required
by law, rule or regulation, or by order of any government agency or court or for
filing tax returns or enforcing its rights and remedies under this Agreement).

            The provisions of this Section 16 shall continue in effect for two
(2) years after the termination of this Agreement.

      17. Payola and Conflicts of Interest. Each of Broker and the Owners agrees
not to, and to use reasonable efforts to cause its employees who have the
ability to cause the broadcast of programs and/or commercial matter on the
Station not to, accept any consideration, compensation or gift or gratuity of
any kind whatsoever, regardless of its value or form, including, but not limited
to, a commission, discount, bonus, material, supplies or other merchandise,
services or labor (collectively, "Consideration"), whether or not pursuant to
written contracts or agreements between Broker, the Owners and merchants or
advertisers, in consideration for the broadcast of any matter on the Station
unless the payor is identified, in the broadcast for which Consideration was
provided, as having paid for or furnished such Consideration, in accordance with
Sections 317 and 507 of the Communications Act [47 U.S.C. ss.ss. 317 and 508]
and the FCC's rules and policies. Broker agrees to execute, and, as a condition
of each such employee's employment, to cause each of Broker's employees to
execute, at least once every calendar year, a payola/conflict of interest
affidavit in the form attached hereto as Exhibit C, and Broker agrees to deliver
the originals of all such affidavits to the Owners as expeditiously as possible
following their execution.

      18. Broker's Compliance with Law. Broker agrees that all activities,
actions, operations and transactions taken or entered into by Broker pursuant
hereto will comply in all respects with the Communications Act of 1934, as
amended, and the published rules and policies of the FCC (collectively, the
"Communications Laws") and all other applicable federal, state and local laws,
statutes, ordinances, rules and regulations, and all applicable court or
administrative orders or processes, and Broker shall not take any action that
would cause the Owners, the Station, or, in respect of the Station, the Broker
to violate or conflict with any Communications Laws or any other such laws,
statutes, ordinances, rules, regulations, orders or processes.


                                       11

<PAGE>

      19. Indemnification; Broker's Action.

            (a) Broker's Indemnification of the Owners. Broker will indemnify
and hold harmless the Owners and the Owners' employees, agents, officers,
contractors and affiliates from and against any and all liability, claims,
losses, damages and causes of action including but not limited to reasonable
attorney's fees (collectively, "Losses") arising out of or related to (i) any
material breach or default by Broker of any of its representations, warranties,
covenants or agreements made in this Agreement, (ii) Broker's Programming and
commercial advertisements provided, furnished or sold by Broker, and (iii) the
conduct and activities of Broker, its employees, contractors or agents
(including negligence and including conduct and activities of the Leased
Employees except to the extent directed by the officers of the Owners or their
affiliates). Without limiting the generality of the foregoing, Broker will
indemnify and hold harmless the Owners and the Owners' employees, agents,
officers, contractors and affiliates from and against any and all Losses for
libel and slander, infringement of trademarks, service marks or trade names,
invasion or violation of rights of privacy or infringement of copyrights and
other proprietary rights resulting from Broker's Programming or commercial
advertisements provided, furnished or sold by Broker. Broker's obligation to
indemnify and hold harmless the Owners and the Owners' employees, agents,
officers, contractors and affiliates from and against the Losses specified above
shall survive any termination of this Agreement until the expiration of all
applicable statutes of limitation. Notwithstanding anything herein to the
contrary, Broker shall not be required to indemnify the Owners or their
employees, agents, officers, contractors or affiliates with respect to Losses
relating to the terms of this Agreement or any other Agreement approved by the
Owners entered into in connection hereto being in conflict with, or resulting in
a breach or default of, any contract or agreement to which the Owners or their
affiliates are party to or bound by; provided further that no such conflict,
breach or default shall be deemed to be a breach of any provision of this
Agreement.

            (b) The Owners' Indemnification of Broker. Subject to Section 19(c)
below, the Owners will indemnify and hold harmless Broker and Broker's
employees, agents, officers, contractors and affiliates from and against any and
all Losses arising out of or related to (i) any material breach or default by
the Owners of any of their representations, warranties, covenants or agreements
made in this Agreement, (ii) the Owners' Programming provided or furnished by
the Owners under this Agreement, and (iii) the conduct and activities of the
Owners, their employees, contractors or agents (including negligence) (except,
with respect to Leased Employees, to the extent such employees' conduct and
activities are not directed by officers of the Owners or their affiliates).
Without limiting the generality of the foregoing, the Owners will indemnify and
hold harmless Broker and the Broker's employees, agents, officers, contractors
and affiliates from and against any and all Losses for libel and slander,
infringement of trademarks, service marks or trade names, invasion or violation
of rights of privacy or infringement of copyrights and other proprietary rights
resulting from the Owners' Programming provided or furnished by the Owners under
this Agreement. The Owners' obligation to indemnify and hold harmless Broker and
Broker's employees, agents, officers, contractors and affiliates from and
against the Losses specified above shall survive any termination of this
Agreement until the expiration of all applicable statutes of limitation.


                                       12

<PAGE>

            (c) Broker's Activities. Notwithstanding any provision of this
Agreement to the contrary, none of the following shall be deemed a default,
Event of Default (as defined below) or breach of the Owners' representations,
warranties, covenants or agreements under this Agreement: (i) any fact or
circumstance that occurs as a result of either any action or omission to act by
Broker pursuant to this Agreement, or by virtue of Broker's activities or
operations with respect to the Station, or (ii) without limiting the foregoing
clause (i), any failure of the Owners to comply with the terms of this Agreement
including, without limitation, Section 5(b)(iii), which is caused by Broker's
failure to pay the Time Brokerage Fees as required by the terms of this
Agreement.

            (d) Indemnification Procedures. The procedures for making a claim
for indemnification under Sections 19(a) and 19(b) and defending and settling
any third-party claim of this Agreement shall be governed by the provisions set
forth in Sections 9.3 and 9.4 of the Purchase Agreement, as applicable.

            (e) Insurance. Broker and the Owners each shall maintain
broadcasters' liability insurance policies covering libel, slander, invasion of
privacy and the like, general liability, blanket crime, property damage,
business interruption, automobile liability, and workers' compensation insurance
in forms and amounts customary in the television broadcast industry (in Broker's
case to the extent commercially reasonable, for example Broker shall not be
required to get insurance specifically with respect to property it doesn't own),
and each of the parties hereto shall name the other as an additional insured
under such policies to the extent that their respective interests may appear and
shall provide for notice to the other party prior to cancellation thereof. Upon
request, each party shall provide the other with certificates evidencing such
insurance, and shall further provide certificates evidencing renewal thereof
prior to the expiration of such policies.

      20. Events of Default. There shall exist an "Event of Default" under this
Agreement if (after the expiration of any applicable cure period):

            (a) Insolvency. Either party hereto (i) makes a general assignment
for the benefit of creditors or (ii) files or has filed against it a petition
for bankruptcy, for reorganization or for the appointment of a receiver, trustee
or similar creditors' representative for the property or assets of such party
under any federal or state insolvency law, which if filed against such party has
not been dismissed or discharged within sixty (60) days thereafter; or

            (b) Breach or Default in Representations and Covenants. Broker or,
subject to Section 19(c) above, the Owners breach any material representation or
warranty made by it or them in this Agreement, or in any certificate or document
furnished by any of them to the other pursuant to this Agreement, or default in
the observance or performance of any material covenant, agreement, condition or
undertaking contained in this Agreement; provided, however, that an Event of
Default shall not be deemed to have occurred under this Section 20(b) until
fifteen (15) days after the non-defaulting party has provided the defaulting
party with written notice specifying the event or events that, if not cured,
would constitute an Event of Default, and such event has not been cured within
such time period. The 15-day period described above will be extended for a
reasonable period of


                                       13

<PAGE>

time if the defaulting party is acting in good faith to cure and such delay is
not materially adverse to the other party; or

            (c) Non-Payment. Broker's failure to timely pay any of the Time
Brokerage Fees; provided, however, that an Event of Default shall not be deemed
to have occurred under this Section 20(c) until five (5) days after the Owners
have provided Broker with written notice specifying such non-payment that, if
not cured, would constitute an Event of Default, and such non-payment has not
been cured within such time period; or

      21. Termination. In addition to any other remedies available to the
parties hereto at law or in equity, this Agreement may be terminated as set
forth below by either Broker or the Owners by written notice to the other party
(if in the case of Section 21(a) below, the party seeking to terminate is not
then in material default or breach hereof or of the Purchase Agreement):

            (a) Termination Upon Event of Default. Upon the occurrence of an
Event of Default, the non-defaulting party may terminate this Agreement,
provided that it is not also in material breach of this Agreement or the
Purchase Agreement, and provided further that if the matter of whether an Event
of Default has occurred is the subject of a dispute pursuant to this Agreement,
then this Agreement will terminate on the thirtieth (30th) day after the final
determination that such Event of Default has occurred.

            (b) Termination Upon Order of Governmental Authority. A
"Governmental Termination Event" will occur if any court or federal, state or
local government authority (including the FCC) orders or takes any action which
becomes effective and which requires the termination or material curtailment of
Broker's activities with respect to the Station pursuant to this Agreement;
provided that such order or action will no longer constitute a Governmental
Termination Event if such action or order is subsequently stayed or ceases to be
effective. If any court or federal, state or local government authority
announces or takes any other action or proposed action which is reasonably
likely to result in a Governmental Termination Event, then either Broker or the
Owners may seek administrative or judicial relief therefrom (in which event the
other of them shall cooperate with such effort in any reasonable manner
requested) and consult with such agency and its staff concerning such matters
and, in the event that this Agreement is not terminated as provided herein, use
their reasonable best efforts and negotiate in good faith a modification to this
Agreement which would obviate any such questions as to validity while
preserving, to the extent possible, the intent of the parties and the economic
and other benefits of this Agreement and the portions hereof the validity of
which are called into question. If the FCC designates the license renewal
application of the Station for a hearing as a consequence of this Agreement or
for any other reason, or initiates any revocation or other proceeding with
respect to the authorizations issued to the Owners for the operation of the
Station, then the Owners and Broker shall each use diligent, reasonable efforts
to contest such action, and shall each be responsible for its own expenses
incurred as a consequence of such FCC proceeding. Broker shall cooperate and
comply with any reasonable request of the Owners to assemble and provide to the
FCC information relating to Broker's performance under this Agreement. In the
event of termination of Broker's activities with respect to the Station pursuant
to this Agreement as a result of any Governmental Termination Event, the Owners
shall cooperate


                                       14

<PAGE>

reasonably with Broker to the extent permitted to enable Broker to fulfill
advertising or other programming contracts then outstanding. If a Governmental
Termination Event occurs, then the Term will continue until the date upon which
the activities of Broker and the Owners are required to be ceased, as mandated
by the agency or authority which brought about such Governmental Termination
Event.

            (c) Termination Upon Sale of Station. Notwithstanding any other
provision of this Agreement to the contrary, this Agreement shall automatically
terminate (except for the provisions of Sections 16, 19 and 22, which shall
survive any such termination) upon the consummation of the Closing or the
earlier termination of the Purchase Agreement.

Anything to the contrary herein notwithstanding, no expiration or termination of
this Agreement shall terminate the obligation of each party to indemnify the
other as provided in this Agreement or limit or impair any party's rights to
receive payments due and owing or accruing under this Agreement on or before the
date of such termination (including, without limitation, Broker's obligation to
pay all of the Time Brokerage Fees that have accrued or are owed on or before
the date of such termination), which rights and obligations shall survive any
such expiration or termination of this Agreement.

      22. Effect of Termination Other Than at Closing. If this Agreement
terminates other than at Closing:

            (a) Reimbursement of Capital Expenditures. Owners shall reimburse
Broker, within twenty (20) days of notice and documentation from Broker, for
capital expenditures for the Station (including those described in Section 23
below) which Broker paid pursuant to this Agreement or the Purchase Agreement,
either directly (to the extent approved by Owners, which approval Owners will
not unreasonably withhold) or by reimbursing Owners, and upon reimbursement
thereof by the Owners, Broker shall assign, transfer and convey to the Owners
good and marketable title to any property purchased with such capital
expenditures free and clear of any and all liens, charges, security interests
and encumbrances.

            (b) Collection of Post-Commencement, Pre-Termination Receivables and
Payment of Post-Commencement, Pre-Termination Payables. The following procedures
hereinafter set forth in this Section 22 will apply with respect to the accounts
receivable of the Station pursuant to contracts pursuant to which commercial air
time of the Station has been sold or traded in consideration for any property or
services in lieu of or in addition to cash and cash equivalents (the "Trade
Contracts") as of the time (the "Termination Time") at which this Agreement
terminates other than at Closing (the "Pre-Termination Trade Receivables"), the
other accounts receivable of the Station as of the Termination Time (the
"Pre-Termination Receivables"), the accounts payable of the Station pursuant to
Trade Contracts as of the Termination Time (the "Pre-Termination Trade
Payables"), and the other current liabilities of Broker, with respect to the
Station, as of the Termination Time (the "Pre-Termination Payables"), in each
case excluding those accounts receivable and accounts payable existing as of the
Commencement Time and in each case as determined in accordance with Section 2.4
of the Purchase Agreement and Section 22(i) of this


                                       15

<PAGE>

Agreement. The Time Brokerage Fee will not be a Pre-Termination Receivable or a
Pre-Termination Payable.

            (c) Billing and Performance by Owners. From and after the
Termination Time, on behalf of Broker, Owners, at no charge to Broker, will (in
accordance with Owners' standard billing procedures for the Station) issue
invoices for advertising time sold and provided by the Station prior to the
Termination Time and not invoiced by Broker prior to the Termination Time, and
will use their respective commercially reasonable efforts to cause the Station
to perform Broker's obligations with respect to the Pre-Termination Trade
Payables.

            (d) Collection and Application by Owners. Effective at the
Termination Time, Broker shall assign to Owners the Pre-Termination Receivables
and the Pre-Termination Trade Receivables. During the four months after the
Termination Time (the "Collection Period"), Owners will use commercially
reasonable efforts in accordance with their normal business practices (not
including resorting to or threatening litigation) to collect the Pre-Termination
Receivables. Owners will not be required to segregate the proceeds of the
collection of the Pre-Termination Receivables from other funds of Owners.
Collections from any Person which is a debtor with respect to a Pre-Termination
Receivable (a "Pre-Termination Debtor") will be applied in the chronological
order of Owners' and Broker's billings to such Pre-Termination Debtor (i.e., to
the oldest unpaid billing first) except to the extent that (i) such
Pre-Termination Debtor disputes its obligation to pay such billing or (ii) such
Pre-Termination Debtor indicates that such payment is to be applied in another,
specified manner (in which case it will be applied in such manner). Owners will
take no action to encourage a Pre-Termination Debtor to dispute its obligation
to pay any billing that relates to a Pre-Termination Receivable or encourage a
Pre-Termination Debtor to specify that any payment from such Pre-Termination
Debtor is to be applied to billings to such Pre-Termination Debtor other than in
their chronological order.

            (e) Non-Interference. So long as Owners are in compliance with this
Section 22, during the Collection Period, neither Broker nor any agent of Broker
will make any direct solicitation of any Pre-Termination Debtor for purposes of
collecting any Pre-Termination Receivable, except as may be agreed to by Owners
and except with respect to Delinquent Accounts. "Delinquent Accounts" means
those Pre-Termination Receivables which may be or become more than 180 days past
due and those accounts with respect to which Owners have received written notice
of a dispute from the related Pre-Termination Debtor (a copy of which notice
Owners will promptly forward to Broker). Owners will not discourage any
Pre-Termination Debtor from paying, or otherwise interfere with Broker's efforts
in accordance with this Section 22 to collect, any Delinquent Account; provided
that Owners will not be prohibited from ceasing or altering their methods of
doing business with any such Pre-Termination Debtor or pursuing or taking any
action in connection with the collection of any amount which may be owing by any
such Pre-Termination Debtor to Owners or any of Owners' Affiliates.

            (f) Payment of Pre-Termination Payables. During the Collection
Period, Owners will pay and discharge the Pre-Termination Payables as and when
the same become due and payable. For this purpose, Owners may utilize the
proceeds of the collection of the Pre-Termination


                                       16

<PAGE>

Receivables and/or other funds of Owners; provided that Owners shall not be
required to expend in the payment or discharge of Pre-Termination Payables an
amount in excess of the proceeds of the Pre-Termination Receivables actually
received by them.

            (g) Adjustment Amount. The "Net Adjustment" means the following:

                  (i)   the aggregate amount of the proceeds of the
                        Pre-Termination Receivables actually received by Owners
                        during the Collection Period, reduced by

                  (ii)  the aggregate amount actually paid by Owners during the
                        Collection Period in satisfaction of the Pre-Termination
                        Payables, further reduced by

                  (iii) the aggregate amount of the Pre-Termination Payables
                        that have not become due and payable prior to the end of
                        the Collection Period (e.g., any portion of the accrued
                        vacation pay accrued following the Commencement Time and
                        as of the Termination Time in respect of vacations that
                        have not been taken as of the end of the Collection
                        Period), and further reduced by

                  (iv)  the amount (if any) by which the excess (if any) of the
                        Pre-Termination Trade Payables over the amount of the
                        Pre-Termination Trade Receivables exceeds Fifteen
                        Thousand Dollars ($15,000).

            At the end of the Collection Period, the Owners shall reassign to
Broker the Pre-Termination Receivables, to the extent they have not been
collected prior to the end of the Collection Period, and thereafter the Owners
will turn over to Broker any proceeds of the Pre-Termination Receivables
actually received by the Owners after the end of the Collection Period.

            (h) Reports: Adjustment Procedures.

                  (i)   Monthly Report. On or prior to the 30th day after the
                        end of each month during the Collection Period, the
                        Owners will prepare and submit to Broker a report
                        providing reasonable detail with respect to the Owners'
                        (A) collections of Pre-Termination Receivables, and (B)
                        payments of Pre-Termination Payables, in each case
                        pursuant to this Section 22.

                  (ii)  Report After End of Collection Period. Estimated
                        Payment. On or prior to the 30th day after the end of
                        the Collection Period, the Owners will prepare and
                        submit to Broker a report (the "Owners' Report") setting
                        forth the Owners' determination of the Net


                                       17

<PAGE>

                        Adjustment (the "Estimated Adjustment"). The Estimated
                        Adjustment will become final and binding upon the Owners
                        and Broker, and thus become the "Final Net Adjustment",
                        on the fifteenth (15th) business day after the Owners'
                        Report is delivered to Broker unless, prior to such
                        date, Broker gives the Owners written notice stating
                        that the Broker disagrees with such determination and,
                        to the extent reasonably possible, stating in reasonable
                        detail the nature, extent of, and basis for, Broker's
                        disagreement.

                  (iii) Mutual Resolution. If Broker timely gives the Owners
                        such a dispute notice, then, during the 30 days after
                        Broker gives such dispute notice, Broker and the Owners
                        will attempt in good faith to resolve such disagreement,
                        including paying the amounts agreed upon; and any mutual
                        determination and payment of the Final Net Adjustment by
                        Broker and the Owners will be final and binding upon the
                        Owners and Broker on the date of such mutual
                        determination.

                  (iv)  Resolution by Accounting Firm. If any such dispute
                        cannot be resolved by the Owners and Broker on or prior
                        to such 30th day, then such dispute will be referred to
                        an independent public accounting firm of national
                        stature which is designated and retained by the Owners
                        and approved by Broker (which approval Broker will not
                        unreasonably withhold) and which has not been employed
                        by any party or any of its affiliates during any portion
                        of the three years preceding the date of such retention,
                        and such firm's determination of the Final Net
                        Adjustment will be final and binding upon the Owners and
                        Broker. The fees and expenses of the independent
                        accounting firm shall be shared equally by the Owners,
                        on the one hand, and Broker, on the other hand.

                  (v)   Final Settlement. Within five (5) business days after
                        the Final Net Adjustment is finally determined in
                        accordance with this Section 22: subject to payments
                        made pursuant to clause (iii) above (x) if the Final Net
                        Adjustment is greater than zero, then the Owners will
                        pay to Broker the amount by which the Final Net
                        Adjustment exceeds zero, and (y) if the Final Net
                        Adjustment is less than zero, then Broker will pay to
                        the Owners the amount by which the Final Net Adjustment
                        is less than zero. The amount to be paid will be paid by
                        wire transfer of immediately available funds to an
                        account of the recipient specified by notice to the
                        paying party.

            (i) Proration. In the event of termination of this Agreement (other
than by reason of the Closing), the parties shall pro rate the revenues,
expenses, and liabilities attributable to the Station, including the power and
utilities, ad valorem property taxes (upon the basis of the most


                                       18

<PAGE>

recent assessment available), rents, income and sales taxes, and similar
accruing, prepaid and deferred items, in accordance with the principles that the
Broker will be allocated revenues earned or accrued, and expenses, costs and
liabilities incurred in or allocable, with respect to the business and operation
of the Station from the Commencement Time through the Termination Time and the
Owners will be allocated revenues earned or accrued, and expenses, costs and
liabilities incurred in or allocable, with respect to the business and operation
of the Station after the Termination Time.

            (j) Condition of Property. Broker shall return the Owners' assets,
properties and facilities in the condition such assets, properties and
facilities were in as of the date of this Agreement, ordinary wear and tear
excepted.

      23. Advanced Television/High Definition Television. The FCC has authorized
additional spectrum for digital television service and has assigned to the
Owners a specific channel on which KODE may transmit digital television
broadcasts (the "DTV Channel"). To the extent that the DTV Channel is
operational prior to the Closing, Broker shall have the right to utilize the DTV
Channel and the facilities authorized with respect thereto under the terms and
conditions set forth herein. In the event that the FCC assesses the Owners any
spectrum fees or other charges for the Broker's use of the DTV Channel, such FCC
fees and other charges shall be subject to reimbursement by Broker pursuant to
Exhibit A hereof.

      24. Billing; Records. Broker shall keep written records relating to the
sale of commercial advertising on the Station and Broker's Programming
consistent with Broker's or its affiliates' past practices. The parties hereto
and their authorized agents, officers and representatives, upon prior written
request, shall have reasonable access to the appropriate books and records of
the other parties hereto to conduct such examination and investigation as the
requesting party or parties deem reasonably necessary to assure compliance with
the terms and provisions of this Agreement and to permit the parties hereto to
comply with their tax reporting compliance requirements, provided that such
examination and investigation shall be at the requesting party's or parties'
sole cost and expense and shall be during the Station's normal business hours.

      25. Notices. All notices, demands and requests required or permitted to be
given under the provisions of this Agreement shall be (a) in writing, (b)
delivered to the recipient by telecopy or facsimile machine, in person or sent
by commercial delivery service or registered or certified mail, postage prepaid
and return receipt requested, (c) deemed to have been given on the date received
by the recipient (if delivered in person, by telecopy or facsimile machine or by
registered or certified mail) or on the date set forth in the records of the
delivery service (if delivered by commercial delivery service) and (d) addressed
as follows:


                                       19

<PAGE>

      If to the Owners:

                        c/o GOCOM Holdings, LLC
                        7621 Little Avenue, Suite 506
                        Charlotte, NC  28226
                        Attention:    Ric Gorman
                        Telecopy No.: (704) 341-0945

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

                        Wyrick Robbins Yates & Ponton LLP
                        4101 Lake Boone Trail
                        Suite 300
                        Raleigh, NC 27607
                        Attention:    Stephen Brissette
                        Telecopy No.: (919) 781-4865

                        and

                        Cohn and Marks
                        1920 N Street, NW
                        Suite 300
                        Washington, DC  20036
                        Attention:    Joseph M. Di Scipio, Esq.
                        Telecopy No.: (202) 293-4827

      If to Broker:
                        Mission Broadcasting of Joplin, Inc.
                        544 Red Rock Drive
                        Wadsworth, OH 44281
                        Attention:    David S. Smith
                        Telecopy No.: (330) 336-8454

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

                        Arter & Hadden LLP
                        1801 K Street, N. W.
                        Washington, DC  20006-1301
                        Attention:    Howard M. Liberman
                        Telecopy No.: (202) 857-0172


                                       20

<PAGE>

                        Kirkland & Ellis
                        Citigroup Center
                        153 East 53rd Street
                        New York, NY 10022
                        Attention:  John Kuehn
                        Telecopy No.: (212) 446-4900

or to any such other or additional Persons and addresses as the parties may from
time to time designate in a writing delivered in accordance with this Section
25.

      26. Modification and Waiver. No amendment, supplement or modification of
any provision of this Agreement shall be effective unless the same shall be in
writing and signed by the party against whom enforcement of any such amendment,
supplement or modification is sought, and then such amendment, supplement or
modification shall be effective only in the specific instance and for the
purpose for which given.

      27. Construction. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware.

      28. Headings. The headings in this Agreement are included for ease of
reference only and will not control or affect the meaning or construction of the
provisions of this Agreement.

      29. Assignment; Change of Control. This Agreement and any rights,
benefits, interests, obligations or liabilities or interests in this Agreement
may not be assigned by either party (including by way of a transfer of a
majority of the direct or indirect voting power of either Owner or the Broker)
without the express written approval of the other party, which consent shall not
be unreasonably withheld; provided that the Owners and the Broker shall be
permitted to assign their respective rights hereunder to their respective
lenders without obtaining any such written approval.

      30. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signature(s) on each such
counterpart were upon the same instrument. This Agreement shall be effective as
of the date first above written. This Agreement may be executed and delivered in
counterpart signature pages executed and delivered via facsimile transmission,
and any such counterpart executed and delivered via facsimile transmission shall
be deemed an original for all intents and purposes.

      31. Entire Agreement. This Agreement and the Purchase Agreement, and the
documents referred to herein and therein contain the entire agreement between
the parties with respect to the subject matter of this Agreement, and supersede
any prior understandings, agreements or representations by or between the
parties, written or oral, which may have related to the subject matter hereof in
any way.


                                       21

<PAGE>

      32. No Partnership or Joint Venture Created. Nothing in this Agreement
shall be construed to create a partnership or joint venture between the Owners
and Broker or to afford any rights to any third party other than as expressly
provided herein. Neither the Owners nor Broker shall have any authority to
create or assume in the name or on behalf of the other party any obligation,
express or implied, or to act or purport to act as the agent or legally
empowered representative of the other party hereto for any purpose.

      33. Severability. Whenever possible each provision of this Agreement will
be interpreted so as to be effective and valid under applicable law. Subject to
the provisions of Section 22 above, if any provision of this Agreement is held
to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating or otherwise affecting the remainder or such provision or the
remaining provisions of this Agreement.

      34. Legal Effect. This Agreement shall be binding shall inure to the
benefit of the parties hereto, their heirs, executors, personal representatives,
successors and assigns.

      35. No Party Deemed Drafter. No party will be deemed the drafter of this
Agreement and if this Agreement is construed by a court of law such court should
not construe this Agreement or any provision against any party as its drafter.

      36. Further Assurances. Each of the Owners and the Broker agree that they
shall use their reasonable efforts from time to time as is necessary and as is
reasonably requested by another party to this Agreement to further effect the
clear intent of this Agreement.


                                       22

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date first written above.

                                 GOCOM BROADCASTING OF JOPLIN, LLC


                                 By:  /s/ Richard L. Gorman
                                    ----------------------------
                                 Name:  Richard L. Gorman
                                 Title: President


                                 GOCOM OF JOPLIN LICENSE SUB, LLC


                                 By:  /s/ Richard L. Gorman
                                    ----------------------------
                                 Name:  Richard L. Gorman
                                 Title: President


                                 MISSION BROADCASTING OF JOPLIN, INC.


                                 By:  /s/ David S. Smith
                                    ----------------------------
                                 Name:  David S. Smith
                                 Title: President


                                       23

<PAGE>

                           TIME BROKERAGE AGREEMENT

                                  EXHIBIT A

                        PAYMENT OF TIME BROKERAGE FEES

In accordance with Section 4 of the Agreement, beginning on the Commencement
Date Broker shall pay to Owners the following Time Brokerage Fees:

      A. For each calendar month during the Term, Broker shall pay a monthly fee
(the "Monthly Fee") in the amount of Thirty-Five Thousand Dollars ($35,000).
Such Monthly Fee shall be due and payable on the first business day of the next
month after the month for which such payment is due.

      B. Within five (5) days after the conclusion of each calendar month during
the Term, the parties shall review the documentation of the Owners' actual
reasonable monthly operating costs and expenses (not including salaries which
are addressed below) incurred by the Owners during the prior calendar month in
connection with their ownership and operation of the Station in accordance with
the terms and conditions of this Agreement (the "Monthly Costs"). Such operating
costs and expenses of the Owners shall not be materially inconsistent with
operating costs and expenses incurred by the Station in prior operating months
(except for changes effected by this Agreement and the Purchase Agreement,
including Broker's employment of the Eligible Employees under Section 10.2
thereof). Broker shall pay the Owners the amount of the Monthly Costs within ten
(10) days of the provision by the Owners to the Broker of said documentation;
provided that if Broker does not pay the Owners the full amount of the Monthly
Costs within ten (10) days of such provision, the unpaid amount of such Monthly
Costs shall accrue interest at a rate of 10% per annum from the day the
documentation was provided to Broker until paid in full. In addition, Broker
shall advance Owners the amounts needed for salaries for the Owners' Station
employees, by wire transfer of funds, at least two (2) business days prior to
the Station's regular employee pay days; provided that, in any case, Broker
shall not be responsible for paying or reimbursing the Owners for compensation
paid to employees of the Owners in excess of the amounts approved by the parties
or if there shall be no such agreement, the amounts in effect as of the date of
this Agreement. The Monthly Costs are in addition to the Monthly Fees.

      C. Notwithstanding anything in this Exhibit A or the Agreement to the
contrary: (a) for any calendar month during which the Agreement is not in force
for the entire month, the Time Brokerage Fee shall be prorated accordingly; (b)
Broker shall not be responsible for any bonuses which Owners pay to their
employees in return for their continual employment through the Closing under the
Purchase Agreement; and (c) except as set forth in the Purchase Agreement,
Broker shall not be responsible for any severance payments paid to the Owners'
employees.

      D. Notwithstanding the foregoing, the amount of Time Brokerage Fees
payable by Broker to Owners hereunder shall be reduced, on a dollar-for-dollar
basis, by any revenues received by Owners for the carriage of programming on the
Station or any other revenues received in


                                     A - 1

<PAGE>

connection to the operation of the Station not including the Time Brokerage Fees
(provided that for the purposes of avoiding "double-counting," revenues shall
not be included for the purposes of this sentence to the extent such revenues
are paid by the Owners to the Broker pursuant to any other provision of this
Agreement or the Purchase Agreement); provided that to the extent such revenues
exceed the Time Brokerage Fees, Owners shall pay the amount of such excess to
Broker.

Time is of the essence in Broker's payment of the Time Brokerage Fees to the
Owners.


                                     A - 2

<PAGE>

                            TIME BROKERAGE AGREEMENT

                                    EXHIBIT B

      Broker agrees to cooperate with Owners in the broadcasting of programs of
the highest possible standard of excellence and for this purpose to observe the
following regulations in the preparation, writing and broadcasting of its
programs:

      I. Religious Programming. The subject of religion and references to
particular faiths, tenants, and customs shall be treated with respect at all
times. Programs shall not be used as a medium for attack on any faith,
denomination, or sect or upon any individual or organization.

      II. Controversial Issues. Any discussion of controversial issues or public
importance shall be reasonably balanced with the presentation of contrasting
viewpoints in the course of overall programming; no attacks on the honesty,
integrity, or like personal qualities of any Person or group of Persons shall be
made during the discussion of controversial issues of public importance; and
during the course of political campaigns, programs are not to be used as a forum
for editorializing about individual candidates. If such events occur, Owner may
require that responsive programming be aired.

      III. No Plugola or Payola. The mention of any business activity or "plug"
for any commercial, professional, or other related endeavor, except where
contained in an actual commercial message of a sponsor, is prohibited.

      IV. No Lotteries. Announcements giving any information about lotteries or
games prohibited by federal or state law or regulation are prohibited.

      V. Election Procedures. At least ninety (90) days before the start of any
primary or regular election campaign, Broker will clear with Owner's General
Manager the rate Broker will charge for the time to be sold to candidates for
public office and/or their supporters to make certain that the rate charged
conforms to all applicable laws and the policy of the Station.

      VI. Spot Commercial Limitations. With respect to any given segment of air
time hereunder, the amount of spot commercial matter shall not exceed 20 minutes
during any sixty minute segment. Broker will provide, for attachment to the
Station's logs, a list of all commercial announcements carried during its
programming.

      VII. Required Announcements. Broker shall broadcast (a) an announcement in
a form satisfactory to Owners at the beginning of each hour to identify Station
KODE, (b) an announcement at the beginning and end of each program, and hourly,
as appropriate, to indicate that program time has been purchased by Broker, and
(c) any other announcement that may be required by law, regulation, or the
policy of the Station.


                                     B - 1

<PAGE>

      VIII. Credit Terms Advertising. Pursuant to rules of the Federal Trade
Commission, any advertising of credit terms shall be made over the Station in
accordance with all applicable federal and state laws, including Regulations Z
and M.

      IX. Commercial Record Keeping. Broker shall not receive any consideration
in money, goods, services, or otherwise, directly or indirectly (including to
relatives) from any Person for the presentation of any programming over the
Station without reporting the same in advance to and receiving the prior written
consent of Owners' Manager. No commercial messages ("plugs") or undo references
shall be made in programming presented over the Station to any business venture,
profit making activity, or other interest (other than noncommercial
announcements for bona fide charities, church activities, or other public
service activities) in which Broker (or anyone else) is directly or indirectly
interested without the same having been approved in advance by Owners' Manager
and such broadcast being announced and logged and sponsored.

      X. No Illegal Announcements. No announcements or promotion prohibited by
federal or state law or regulation of any lottery or game shall be made over the
Station. Any game, contest, or promotion relating to or to be presented over the
Station must be fully stated and explained in advance to Owner, which reserves
the right in its sole discretion to reject any game, contest, or promotion.

      XI. Owners Discretion Paramount. In accordance with the Owners'
responsibility under the Communications Act of 1934, as amended, and the rules
and regulations of the Federal Communications Commission, Owners reserve the
right to reject or terminate any advertising proposed to be presented or being
presented over the Station which is in conflict with the policy of the Station
or which in the reasonable judgment of Owners or its General Manager would not
serve the public interest.

      XII. Programming in Which Broker has a Financial Interest. Broker shall
advise the General Manager of the Station with respect to any programming
(including commercial(s) concerning goods or services in which Broker has a
material financial interest. Any announcements for such goods and services shall
clearly identify Broker's financial interest.

      XIII. Programming Prohibitions. Broker shall not broadcast any of the
following programs or announcements:

            A. False Claims. False or unwarranted claims for any product or
service.

            B. Unfair Imitation. Infringements of another advertiser's rights
through plagiarism or unfair imitation or either program idea or copy, or any
other unfair competition.

            C. Commercial Disparagement. Any disparagement of competitors or
competitive goods.


                                     B - 2

<PAGE>

            D. Profanity. Any programs or announcements that are slanderous,
obscene, profane, vulgar, repulsive or offensive, either in theme or treatment.

            E. Price Disclosure. Any price mentions except as permitted by
Licensee's policies current at the time.

            F. Unauthenticated Testimonials. Any testimonials which cannot be
authenticated.

            G. Descriptions of Bodily Functions. Any continuity which describes
in a repellent manner internal bodily functions or symptomatic results or
internal disturbances, and no reference to matters which are not considered
acceptable topics in social groups.

            H. Conflict Advertising. Any advertising matter or announcement
which may, in the reasonable opinion of Licensee, be injurious or prejudicial to
the interests of the public, the Station, or honest advertising and reputable
business in general.

            I. Fraudulent or Misleading Advertisement. Any advertisement matter,
announcement, or claim which Broker knows to be fraudulent, misleading, or
untrue.

      Licensees may waive any of the foregoing regulations in specific instances
if, in its reasonable opinion, good broadcasting in the public interest will be
served thereby.

      In any case where questions of policy or interpretation arise, Broker
shall submit the same to Licensees for decision before making any commitments in
connection therewith.


                                     B - 3

<PAGE>

                            TIME BROKERAGE AGREEMENT

                                    EXHIBIT C


County of _______________

State of ________________


      ANTI-PAYOLA/PLUGOLA AFFIDAVIT

      (Name)          , being first duly sworn, deposes and says as follows:

      1.    He is      (Position)      for [Broker] ("Broker").

      2.    He has acted in the above capacity since (date) .

      3.    No matter has been broadcast by Station(s) ____ for which service,
            money or other valuable consideration has been directly or
            indirectly paid, or promised to, or charged, or accepted, by him
            from any person, which matter at the time so broadcast has not been
            announced or otherwise indicated as paid for or furnished by such
            person.

      4.    So far as he is aware, no matter has been broadcast by Station(s)
            ____ for which service, money, or other valuable consideration has
            been directly or indirectly paid, or promised to, or charged, or
            accepted by Station(s) by the Broker, or by any independent
            contractor engaged by the Broker in furnishing programs, from any
            person, which matter at the time so broadcast has not been announced
            or otherwise indicated as paid for or furnished by such person.

      5.    In the future, he will not pay, promise to pay, request, or receive
            any service, money, or any other valuable consideration, direct or
            indirect, from a third-party, in exchange for the influencing of, or
            the attempt to influence, the preparation or presentation of
            broadcast matter on Station(s) ____.

      6.    Except as may be reflected in paragraph 7 hereof, neither he, his
            spouse nor any member of his immediate family has any present direct
            or indirect ownership interest in any entity engaged in the
            following business or activities (other than an investment in a
            corporation whose stock is publicly held), serves as an officer or
            director of, whether with or without compensation, or serves as an
            employee of, any entity engaged in the following business or
            activities:

            1.    The publishing of music;


                                     C - 1

<PAGE>

            2.    The production, distribution (including wholesale and retail
                  sales outlets), manufacture or exploitation of music, films,
                  tapes, recordings or electrical transcriptions of any program
                  material intended for radio broadcast use;

            3.    The exploitation, promotion, or management of persons
                  rendering artistic, production and/or other services in the
                  entertainment field;

            4.    The ownership or operation of one or more radio or television
                  Stations;

            5.    The wholesale or retail sale of records intended for public
                  purchase;

            6.    The sale of advertising time other than on Station(s) ____ or
                  any other Station owned by the Broker.

            7.    A full disclosure of any such interest referred to in
                  paragraph 6, above, is as follows:

                  -------------------------------------------------------------

                  -------------------------------------------------------------

                  -------------------------------------------------------------


                                                -------------------------------
                                                Affiant

Subscribed and sworn to before me
this ____ day of _________, 2001.


---------------------------------
        Notary Public

My commission expires: __________


                                     C - 2