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                                                                  Exhibit 10.31

                              AK Media Group, Inc.
                                1301 Fifth Avenue
                                   Suite 4000
                            Seattle, Washington 98101


January 22, 1999

Mr. K. James Yager, President
Benedek Broadcasting Corporation
100 Park Avenue
Rockford, Illinois  61101

          Re: Time Brokerage Agreement (the "KKTV TBA") dated as of December 30,
          1998 by and between Benedek Broadcasting Corporation ("Programmer")
          and AK Media Group, Inc. ("Licensee")

Dear Mr. Yager:

This will confirm our agreement to modify the KKTV TBA in the following
respects.

1. Programmer shall employ all of the employees of KKTV (the "Station"), other
than James Lucas, the Station's General Manager, and Rick Craddock, the
Station's Chief Engineer. In the event that the KKTV TBA terminates without a
Closing under the Exchange Agreement, Licensee shall rehire the employees of the
Station employed by the Station on the date of termination who were Licensee's
employees on January 31, 1999; provided that Licensee shall have the right but
not the obligation to hire any employees of the station hired by Programmer
during the term of the KKTV TBA. The "Employee Related Amount" (Attachment I,
Section 1.(a)) shall refer to the expenses related to the Licensee's employees.

2. Programmer shall perform pursuant to and consistent with the Programming
Agreements for the Licensee Programming under the supervision and control of the
Licensee; however the Programming Agreements shall only be assigned to
Programmer at Closing or as otherwise permitted by the KKTV TBA.

3. Programmer will assume responsibility for fulfilling all orders for
advertising on the Station.

4. Programmer will collect all advertising and promotion-related revenues,
including revenues attributable to the Licensee's Term. Programmer shall pay on
behalf of Licensee all costs and expenses relating to the Licensee's Term. Such
revenues and costs and expenses attributable to the Licensee's Term shall be
reconciled in accordance with the proration provisions of the KKTV TBA. All cash
on hand on the effective date of this amendment shall



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Mr. K. James Yager

January 22, 1999

Page 2

remain the property of Licensee. Licensee hereby constitutes and appoints
Programmer, its successors and assigns the true and lawful attorney of Licensee
with full power of substitution, in the name of Programmer, or the name of
Licensee, on behalf of and for the benefit of Licensee, to collect all accounts
receivable of Licensee, to endorse, without recourse, checks, notes and other
instruments in the name Licensee, to institute and prosecute, in the name of
Licensee or otherwise, all proceedings which Licensee may deem proper in order
to collect, assert or enforce any claim, right or title of any kind in or to the
accounts receivable of Licensee, to defend and compromise any and all actions,
suits or proceedings in respect of any of the accounts receivable of Licensee,
and to do all such acts and things in relation thereto as Programmer may deem
advisable. Licensee agrees that the foregoing powers are coupled with an
interest and so long as the KKTV TBA shall be in effect, shall be irrevocable by
Licensee directly or indirectly in any manner or for any reason.

5. The foregoing modifications shall become effective February 1, 1999.

6. In all other respects, the KKTV TBA shall remain in full force and effect.
Capitalized terms used herein not otherwise defined shall have the meanings
ascribed to them in the KKTV TBA.

Sincerely,

/s/ Denis M. Curley

Denis M. Curley
Secretary/Treasurer

Agreed:

Benedek Broadcasting Corporation

By: /s/ Ronald Lindwall                      
    ----------------------------
Name:   Ronald Lindwall
Title:  Senior Vice President
Date:   January 22, 1999

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