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                                                                   Exhibit 10.30
             
                            TIME BROKERAGE AGREEMENT

               THIS TIME BROKERAGE AGREEMENT (the "Agreement") is made as of
this 30th day of December, 1998, by and between BENEDEK BROADCASTING
CORPORATION, a Delaware corporation ("BBC"), BENEDEK LICENSE CORPORATION, a
Delaware corporation (collectively with BBC, "Licensee"), and AK MEDIA GROUP,
INC., a Washington corporation ("Programmer").

               WHEREAS, Licensee is the owner, operator and licensee of
television broadcast station KCOY(TV), Channel 12, Santa Maria, California (the
"Station");

               WHEREAS, Licensee and Programmer have entered into as of the date
hereof that certain Exchange Agreement (the "Exchange Agreement") relating to
the sale by Licensee and the purchase by Programmer of all licenses, permits and
other authorizations for the Station (collectively, the "FCC Licenses") issued
by the Federal Communications Commission ("FCC") to Licensee and certain other
assets related to the Station as well as the sale by Programmer and the purchase
by Licensee of the FCC Licenses for KKTV, Colorado Springs, Colorado; and

               WHEREAS, Licensee holds an affiliation agreement authorizing it
to broadcast programming of the CBS Television Network and various syndication
agreements authorizing it to broadcast entertainment and news programming (the
"Programming Agreements") and also provides locally produced news and public
affairs programming for its community of license (collectively, the "Licensee
Programming");

               WHEREAS, Programmer wishes to provide programming for broadcast
on the Station, which may include, without limitation, original programs,
syndicated programs, barter programs, paid-for programs, locally produced
programs and advertising (the "AK Programming") and related management services,
and Licensee desires to accept and broadcast the programming supplied by
Programmer on the Station and such services, subject to the terms and conditions
hereof; and

               WHEREAS, Programmer and Licensee, simultaneously with the
execution of this Agreement, are entering into a Time Brokerage Agreement with
respect to KKTV (the "KKTV TBA").

               NOW, THEREFORE, for and in consideration of the mutual covenants
herein contained, the parties hereto have agreed and do agree as follows:

               1.      Programming and Transmission Services.

               (a) Subject to the provisions of this Agreement, Licensee agrees
to make available to Programmer air time and transmission capabilities for the
broadcast of AK Programming on the Station for up to twenty-four (24) hours per
day, seven (7) days a week during periods when Licensee is not broadcasting
Licensee Programming. Licensee may, in its discretion, assign any of the
Programming Agreements, individually or in the aggregate, to Programmer during
the term of


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this Agreement. If any Programming Agreement is assigned from Licensee to
Programmer, programming provided under that Programming Agreement shall be
considered to be part of the AK Programming.

               (b) Programmer shall assure that no contract or commitment for
Programming arranged by Programmer shall give rise to any liability or
obligation of Licensee; provided that Programmer shall promptly inform Licensee
of each such contract and commitment and of the terms thereof and, if BBC shall
elect to assume any such contract or commitment, Programmer shall, in the event
that the Exchange Agreement terminates without a Closing, upon the termination
of the term of this Agreement arrange for the immediate assignment to BBC of
such contract or commitment and for the concurrent consent of each other party
thereto to such assignment.

               2. Advertising Sales. Licensee shall timely fulfill all orders
for advertising on the Station applicable to any of the Licensee Programming and
AK Programming. In the event any such order calls for the placement of any
advertising on the Station after the termination of the term of this Agreement
without the consummation of the Exchange Agreement, Programmer shall if, and
only if, and to the extent BBC elects to fulfill such order, cooperate with
Licensee to enable such advertising to be broadcast on the Station in accordance
with the terms of such order and all revenues and accounts receivable relating
to or arising from such orders shall be the sole and exclusive asset of BBC.

               3. Payments. As consideration for the rights granted hereunder,
Programmer hereby agrees to pay to BBC in a timely manner the amounts referred
to on Attachment I hereto (the "Fee"), in each case on the dates specified in
said Attachment I. Anything to the contrary contained in this Agreement
notwithstanding, in no event shall Programmer be entitled to delay payment of,
reduce, or set off any claim against, any amount payable by Programmer under
this Agreement, whether by reason of a breach or default by Licensee or
otherwise.

               4. Term. The term of this Agreement shall begin on January 1,
1999 (the "Commencement Date"), and shall continue in force from that date for a
period of three (3) months, except that it shall be automatically extended if
the Closing (as defined in the Exchange Agreement) on the sale of the Station by
Licensee has not occurred and the Exchange Agreement has not been terminated,
until the earlier of the occurrence of (i) such Closing or (ii) the termination
of the Exchange Agreement.

               5. AK Programming. AK Programming shall comply with the Station's
Policy Guidelines attached on Exhibit A hereto, as the same may be reasonably
amended by Licensee from time to time, and with the provisions of this
Agreement, and, provided such compliance obligations are satisfied, shall be
entertainment programming of Programmer's own selection, together with
commercial matters, news, public service announcements and other programming
suitable for broadcast on the Station. All actions or activities of Programmer
under this Agreement, and AK Programming shall be in accordance with: (a) the
Communications Act of 1934, as amended; (b) the rules, requirements and policies
of the FCC, including, without limitation, the FCC's rules on

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children's television programming, plugola/payola, lotteries and contests,
hoaxes, station identification, minimum operating schedule, sponsorship
identification, political programming and political advertising rates; (c) all
applicable federal, state and local laws, regulations and policies
(collectively, "Applicable Government Regulations"); and (d) generally accepted
quality standards of the television broadcast industry. In the event that
Licensee determines, based on the exercise of Licensee's good faith reasonable
business judgment, that Programmer has failed to comply in any material respect
with any of the standards provided for in this Agreement, Licensee may suspend
or cancel any AK Programming not in compliance. In the event of any such
suspension or cancellation, Programmer shall retain the right to use the AK
Programming and to authorize the use of such AK Programming in any manner and in
any media whatsoever.

               6. Preemption. Licensee reserves the right in its discretion, and
without liability, to preempt, delay or delete any of the broadcasts of the AK
Programming and to broadcast in substitution such other programming which, in
Licensee's judgment, is of greater local or national importance. In all such
cases (except for those involving breaking news), Licensee shall use reasonable
efforts to provide Programmer with at least twenty-four (24) hours notice of
Licensee's intention to preempt, delay or delete such Programming. Programmer
agrees to cooperate in the airing of Licensee's substitute programming,
including the use of Programmer's personnel and equipment as reasonably
required.

               7. Advertising and Programming Revenues. Programmer shall be
entitled to all advertising and promotion-related revenues, and all accounts
receivable, in respect thereof, arising from the sale of advertising time on the
AK Programming and the Licensee Programming, or utilized by Programmer and
arising under those Programming Contracts assumed by Licensee pursuant to this
Agreement, and in fact broadcast during the term hereof. Programmer shall be
responsible for payment of all agency commissions and the commissions payable to
any sales representative engaged by Programmer for the purpose of selling
advertising within the AK Programming. Licensee shall collect all advertising
and promotion-related revenues on behalf of Programmer and remit such revenues
to Programmer as specified in Attachment I hereto. Licensee and Programmer each
shall have the right, at its own expense, to seek copyright royalty payments for
its own programming. Subject to compliance with applicable laws, Programmer may
sell advertising on the Station in combination with the sale of advertising on
other television or radio stations.

               8. Station Facilities. Subject to the terms and conditions set
forth in this Agreement, Licensee hereby agrees to make the facilities of the
Station that are owned or leased by Licensee ("Licensee Station Facilities")
available to Programmer twenty-four (24) hours a day, seven (7) days per week
for operation and broadcast. Licensee shall perform reasonable and customary
maintenance of all Licensee Station Facilities and equipment and in furtherance
of its obligations to comply with applicable FCC rules, regulations and
policies, and Licensee's obligations set forth in this Paragraph. Any downtime
in the Licensee Station Facilities occasioned by any such maintenance shall not
be deemed to be a default or violation by Licensee.

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               9. Right of Access. Licensee shall provide Programmer with access
at all times to its owned and leased property used for the Station's operations
to conduct, at Programmer's expense, all activities for which such property is
currently used and permitted to be used. Licensee shall have access at all times
to its equipment and facilities used in conjunction with the production and
broadcast of the Licensee Programming so as to permit Licensee to operate and
control the Station and to broadcast the AK Programming and Licensee Programming
as provided herein. Programmer shall have the right, upon Licensee's express
prior written consent, such consent not to be unreasonably withheld, to install
and maintain at the Licensee Station Facilities, at Programmer's expense, any
microwave studio/transmitter relay equipment, telephone lines, transmitter
remote control, monitoring devices or any other equipment necessary for the
proper transmission of the Programming on the Station, and Licensee and
Programmer shall take, at Programmer's expense, all steps reasonably necessary
to prepare and file any applications with the FCC to effectuate such proper
transmission.

               10. Force Majeure. Any failure or impairment of the Licensee
Station Facilities or any Station equipment or services or any delay or
interruption in the broadcast of the AK Programming, or failure at any time by
Licensee to furnish the Licensee Station Facilities, or any station equipment or
services, in whole or in part, for the broadcast of the AK Programming or
otherwise, due to acts of God, strikes, or threats thereof or force majeure, or
due to causes beyond the control of Licensee, shall not constitute a breach of
this Agreement, and Licensee shall not be liable to Programmer.

               11. Equipment. The parties agree that Licensee shall retain title
to all of the KCOY Assets (as such term is defined in the Exchange Agreement)
until the Closing of the Exchange Agreement. Programmer shall hold title to any
new equipment or assets purchased or otherwise acquired by Programmer for the
Station during the term of this Agreement; provided that in the event the term
of this Agreement shall end and the Closing under the Exchange Agreement shall
not then have occurred, any equipment or asset obtained as a replacement for any
equipment or assets of Licensee without the express written consent of BBC
automatically shall become and hereinafter be deemed owned by BBC, and, in the
case of any such replacement items so consented to, BBC shall have the right to
purchase the same at the net book value thereof, in each case free and clear of
all Liens (as defined in the Exchange Agreement). Programmer shall execute and
deliver to BBC all instruments necessary to effectuate the foregoing.

               12. Licensee Control of Station. Notwithstanding anything to the
contrary in this Agreement, Licensee shall have full authority, control and
power over the operation of the Station during the term of this Agreement.
Licensee shall retain control over the policies, programming, finances,
personnel and operations of the Station, including, without limitation, the
right to accept or reject any Programming or advertisements, and the right to
take any other actions necessary for compliance with Applicable Government
Regulations. Licensee shall be responsible to the Federal Communications
Commission for the Station's compliance with all Applicable Government
Regulations, including but not limited to FCC requirements with respect to
ascertainment of the problems, needs and interests of the community, public
service programming, children's

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programming, political broadcasting, main studio staffing, maintenance of public
inspection files, and maintenance of appropriate Emergency Alert System
equipment, in all cases without intending to limit any compensation,
reimbursement or other obligations of Programmer under this Agreement.
Programmer shall provide Licensee with all necessary information with respect to
the AK Programming that is responsive to the problems, needs and interests of
the community, and shall assist Licensee in all reasonable respects requested by
Licensee in the preparation of information to enable Licensee to prepare
records, reports and logs required by the FCC or other local, state or federal
governmental agencies. All correspondence (including e-mail) from members of the
public concerning the Station's programming shall be provided to the Licensee.

               13. Responsibility for Employees and Expenses. During this term
of this Agreement, BBC hereby agrees to employ no fewer than two full-time
employees for the Station, one of whom shall be a management level employee,
both of whom shall report to and be accountable solely to Licensee, and who
shall be ultimately responsible for the day-to-day operations of the Station.
Programmer shall not employ or seek to employ any of BBC's current employees
without BBC's express written consent. BBC shall be responsible for paying the
salaries, payroll taxes, health insurance and other employment related costs for
all personnel employed by BBC with respect to the Station. Effective the date of
this Agreement, Programmer shall employ and be responsible for all personnel,
equipment and facilities used in the production of the AK Programming
(including, without limitation, salespeople, traffic personnel and programming
staff), except for those personnel whom BBC elects to employ and who shall be
covered by the immediately preceding sentence. All Programmer personnel shall be
subject to the supervision and the direction of Licensee's designated personnel
in connection with the performance of their duties at the Station. BBC shall be
responsible for all expenses of Licensee related to the operation of the Station
and the Licensee Station Facilities and the Station's equipment. Licensee shall
also be responsible for income taxes relating to Licensee's earnings from this
arrangement. Programmer shall pay promptly when due all copyright fees
attributable to AK Programming broadcast on the Station during the term of this
Agreement.

               14. Compliance with Law. Programmer agrees that, throughout the
term of this Agreement, Programmer shall comply with all laws and regulations
applicable to the conduct of Programmer's business and activities, including all
Applicable Government Regulations.

               15. Payola/Plugola/EEO. Programmer agrees that it shall not
accept, and shall not permit any of its employees to accept, any consideration,
compensation, gift or gratuity of any kind whatsoever, regardless of its value
or form, including, but not limited to, a commission, discount, bonus,
materials, supplies or other merchandise, services or labor, whether or not
pursuant to written contracts or agreements between Programmer and merchants or
advertisers, unless the payer is identified in the AK Programming as having paid
for or furnished such consideration, in accordance with FCC requirements.
Programmer agrees that, on an annual basis, or more frequently at the request of
Licensee, it will execute and provide Licensee with affidavits regarding
payola/plugola compliance in such form and substance as Licensee shall
reasonably require. Programmer shall comply with all equal employment
opportunity regulations and policies (including

                                        5


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but not limited to those of the FCC) to the extent such regulations and policies
apply, or may in the future be deemed to apply, to the employment practices of
Programmer's personnel assigned to duties in connection with the operation of
the Station; and Programmer shall timely provide Licensee with all information
that may be necessary or appropriate to comply with any reporting obligations of
the FCC pursuant to such regulations or policies.

               16. Political Advertising. Licensee shall retain full
responsibility for overseeing compliance with the FCC's political programming
policies and regulations, including setting political advertising rates for the
Station and determining which legally qualified political candidates and races
shall have reasonable access to political advertising on the Station. At least
90 days prior to the beginning of any primary or general election period,
Licensee will set the rates to be charged legally qualified political candidates
to ensure that the rate conforms with applicable election law and policies.
Programmer agrees to provide Licensee with access to its documentation
concerning the pricing of advertising sold on the Station as is necessary to
permit Licensee to ascertain that the political rate is appropriate. Within 24
hours of any request to purchase time on the Station on behalf of a legally
qualified candidate, Programmer will report the request and its disposition to
Licensee and obtain Licensee's approval to such disposition, which approval
shall not be unreasonably delayed or conditioned. Licensee shall be responsible
for placing appropriate records in the Station's political file.

               17. Indemnification. Programmer hereby agrees to indemnify and
hold harmless each entity comprising Licensee and all members and partners
thereof, and all members, partners, shareholders, directors, officers, agents,
employees, successors, and assigns of any of the foregoing against all
liability, damages, cost and expense (including without limitation reasonable
attorney's fees) suffered or incurred by any of them for, or arising out of, or
by reason of (a) libel, slander, illegal competition or trade practice,
infringement of trade marks, trade names, or program titles, violation of rights
of privacy, infringement of copyrights and proprietary rights and other
liabilities resulting from or relating to the broadcast of any AK Programming,
and (b) all other matters arising out of or related to Programmer's activities
involving the Station or use of any of the Licensee Station Facilities and/or
any equipment or assets of the Station. Licensee hereby agrees to indemnify and
hold harmless Programmer and its directors, officers, agents, employees,
successors, and assigns against all liability arising out of liabilities of the
type described in clause (a) of the first sentence of this Paragraph that arise
as a result of Licensee's alteration of any AK Programming prior to broadcast by
Licensee which alteration is not consented to by Programmer. Programmer's and
Licensee's obligations under this Paragraph 15 shall survive any termination of
this Agreement until the expiration of all applicable statutes of limitation.

               18. Events of Default; Cure Periods and Remedies. (a) The
following shall, after the expiration of the "applicable cure periods,"
constitute events of default under the Agreement ("Events of Default"):

                (1) Programmer's failure to timely pay any consideration
        provided for in this Agreement or any amount then due under this
        Agreement or the Exchange Agreement;

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                (2) The default by any party hereto in the material observance
        or performance of any material covenant or agreement contained herein;
        provided, however, that any failure of Licensee to comply with
        Applicable Government Regulations shall not be deemed to be a default of
        a material covenant or agreement by Licensee if Programmer has failed to
        provide information or cooperation to Licensee concerning AK Programming
        that could have allowed Licensee to avoid such noncompliance, or any
        other act or omission, or any instruction or request to station
        personnel, by Programmer is a basis or cause of such failure to comply
        with Applicable Government Regulations;

                (3) Any party (1) shall make a general assignment for the
        benefit of creditors, or (2) 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 thereof;

                (4) The default by any party hereto (after the expiration of
        all applicable cure periods) in the material observance or performance
        of any material covenant or agreement contained in the Exchange
        Agreement which entitles the other party to terminate the Exchange
        Agreement.

               (b) Cure Periods. An Event of Default under 17(a) above shall not
be deemed to have occurred until thirty (30) business 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. The Event of Default which is subject to a cure period hereunder shall
not be deemed to have occurred if actions necessary and sufficient to cure are
taken during the relevant cure period.

               (c) Right of Termination. In addition to other remedies available
at law or equity, but subject to the requirements and limitations set forth
herein, this Agreement may be terminated as set forth below by either Licensee
or Programmer by written notice to the other upon the occurrence of the
following:

                (1) this Agreement is declared invalid or illegal in whole or
        substantial part by an order or decree of an administrative agency or
        court of competent jurisdiction and such order or decree has become
        final and no longer subject to further administrative or judicial
        review;

                (2) an Event of Default by the other party has occurred and the
        party seeking to terminate is not then in material default or breach
        hereof;

                (3) the termination of the Exchange Agreement;

                (4) the termination of the KKTV TBA;

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                (5) the mutual consent of all parties; or

                (6) there has been a material change in FCC rules, policies or
        precedent that would cause this Agreement to be in violation thereof and
        such change is in effect and not the subject of a timely appeal or
        further administrative review, provided that in such event the parties
        shall first negotiate in good faith and attempt to agree on an amendment
        to this Agreement that will provide the parties with a valid, binding
        and enforceable agreement that conforms to the new FCC rules, policies
        or precedent.

               (d) Termination Requirements and Procedures. Unless otherwise
mutually agreed by Programmer and Licensee, any termination of this Agreement
shall, at the election of Licensee, not become effective until the effective
date specified by Licensee which shall not be more than ninety (90) days after
notice of termination is provided by Programmer or Licensee.

               (e) Liabilities Upon Termination. Upon termination of this
Agreement for any reason, Programmer shall be responsible for all liabilities,
debts and obligations of Programmer accrued from the purchase of air time and/or
transmission services and all AK Programming, including, without limitation,
accounts payable, barter agreements and unaired advertisements, but not for
Licensee's federal, state, and local tax liabilities associated with
Programmer's payments to Licensee as provided for herein. With respect to
Programmer's obligations to broadcast programming, advertisements and other
material over the Station after termination hereunder, BBC may propose
compensation to BBC for meeting these obligations, but Licensee shall be under
no duty to propose such compensation or to perform such obligations and
Programmer shall accept any such proposal by BBC which is reasonable and
equitable under the circumstances and cooperate with BBC to effectuate such
performance. In no event shall Licensee be under any obligation to make
available to Programmer any broadcast time or broadcast transmission facilities
and all amounts accrued or payable to Licensee up to the date of termination
which have not been paid shall immediately become due and payable.

               (f) Survival. Anything to the contrary contained in this
Agreement notwithstanding, all obligations under this Agreement accrued or
arising prior to or by reason of the termination of this Agreement shall survive
such termination and the following provisions shall also survive any such
termination: Paragraphs 1(b), (c), (d) and (e) (with respect to periods prior to
the effective date of such termination), 2, 6, 7, 10, 12, 15, 16, 19.3 and 20.

               19. Responsive Programming, Programmer and Licensee mutually
acknowledge their interest in ensuring that the Station serve the needs and
interests of the residents of their communities of license, and the surrounding
service areas and agree to cooperate in doing so. Licensee may request, and
Programmer shall provide, information concerning such of AK Programming that is
responsive to community issues so as to assist Licensee in the satisfaction of
its public service programming obligations.

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               20. Time Brokerage Challenge. If this Agreement is challenged in
whole or in part at the FCC or in another administrative or judicial forum,
whether or not in connection with the Station's license renewal application,
counsel for Licensee and counsel for Programmer shall, at their joint expense,
jointly defend the Agreement and the parties' performance hereunder throughout
all such proceedings. If portions of this Agreement do not receive the approval
of the FCC's staff, or the Agreement receives such approval with conditions that
are adverse to Licensee or Programmer, then the parties shall endeavor in good
faith to reform the Agreement as necessary to satisfy the FCC staff's concerns,
while preserving the respective benefits to and without increasing the
respective obligations of the parties, or seek reversal of the staff decision
and approval from the full Commission on appeal.

               21. Programmer's Representations, Warranties and Covenants.
Programmer makes the following additional representations, warranties and
covenants:

                (a) Compliance with Applicable Law. Programmer's performance of
        its obligations under this Agreement and its furnishing of AK
        Programming shall be in compliance with, and shall not violate or cause
        Licensee to violate any applicable laws or any applicable rules,
        regulations, or orders of the FCC or any other governmental agency.

                (b) Handling of Complaints. Programmer shall promptly advise
        Licensee of any public or FCC complaint or inquiry that Programmer
        receives concerning the AK Programming and shall cooperate with Licensee
        and take all actions as may be reasonably requested by Licensee in
        responding to any such complaint or inquiry.

                (c) Copyright and Licensing. Programmer shall not broadcast on
        the Station any material in violation of the Copyright Act.

                (d) Insurance. Programmer shall maintain throughout the term of
        this Agreement general liability insurance and errors and omissions
        insurance covering broadcasts made on the Station, and shall name
        Licensee as an additional insured on such insurance policies.

                (e) Information for FCC Reports. Upon request by Licensee,
        Programmer shall provide in a timely manner any such information in its
        possession that shall enable Licensee to prepare, file or maintain the
        records and reports required by the FCC.

               22. Miscellaneous.

               (a) Certain Limitations. Anything to the contrary contained in
the Agreement notwithstanding:

                (1) in the event the Closing under the Exchange Agreement shall
        occur, Licensee shall have no liability or obligation whatsoever under
        this Agreement, whether for matters arising prior to such Closing or
        otherwise.

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                (2) Programmer's sole remedy for any breach or default by
        Licensee under this Agreement shall be such rights as Programmer may
        have under the Exchange Agreement upon the termination thereof.

                (3) Nothing herein, express or implied, is intended or shall be
        construed to confer upon or give to any person or entity, other than the
        parties hereto, any rights, remedies or other benefits under or by
        reason of this Agreement.

               (b) Amendment; Waiver. No modification, amendment or waiver of
any provision of this Agreement shall in any event be effected unless the same
shall be in writing and signed by the party adversely affected by the waiver or
modification, and then such waiver and consent shall be effective only in the
specific instance and for the purpose for which given.

               (c) No Waiver; Remedies Cumulative. No failure or delay on the
part of Licensee or Programmer in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. Except as otherwise provided in this
Agreement or in the Exchange Agreement, the rights and remedies of Licensee and
Programmer herein provided are cumulative and are not exclusive of any right or
remedy which Licensee or Programmer may otherwise have.

               (d) Construction. This Agreement shall be construed in accordance
with the laws of the State of California, excluding the choice of law rules
thereof.

               (e) Headings. The headings contained in this Agreement are
included for convenience only and no such heading shall in any way alter the
meaning of any provision.

               (f) Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns. This Agreement shall be assignable only to the same extent as
and solely in connection with any assignment of the Exchange Agreement permitted
pursuant to the terms thereof.

               (g) Notices. Any notice required hereunder shall be in writing
and any payment, notice or other communication shall be deemed given when
delivered personally, or mailed by certified mail or Federal Express, postage
prepaid, with return receipt requested:

               If to Licensee:

               Benedek Broadcasting Corporation
               100 Park Avenue
               Rockford, Illinois 61101
               Attn:   President

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                With a copy to:

                Shack & Siegel, P.C.
                530 Fifth Avenue
                New York, New York 10036
                Attn:   Paul S. Goodman, Esq.

                If to Programmer:

                AK Media Group, Inc.
                1301 Fifth Avenue, Suite 4000
                Seattle, WA 98101
                Attn:  Mr. Denis M. Curley

                With a copy to:

                Rubin, Winston, Diercks, Harris & Cooke, LLP
                1333 New Hampshire Avenue, N.W., Suite 1000
                Washington, D.C.  20036
                Attn:  James L. Winston, Esq.

               (h) Entire Agreement. This Agreement, together with the Exchange
Agreement and the Schedules, Attachments and Exhibits hereto and thereto, embody
the entire agreement between the parties and there are no other agreements,
representations, warranties, or understandings, oral or written, between them
with respect to the subject matter hereof.

               (i) Severability. In the event that any of the provisions
contained in this Agreement is held to be invalid, illegal or unenforceable,
this Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had not been contained herein, subject to the termination rights
contained in Paragraph 16 hereof.

               (j) Signatures. This Agreement may be signed in one or more
counterparts, each of which shall be deemed a duplicate original, binding on the
parties hereto notwithstanding that the parties are not signatory to the
original or the same counterpart. This Agreement shall be binding and effective
as of the date on which the executed counterparts are exchanged by the parties.
The parties agree to be bound upon the exchange of signature pages transmitted
by facsimile; provided, however, upon execution of this Agreement, Programmer
agrees to send to Licensee and Licensee agrees to send to Programmer, the
original signature pages via overnight delivery.

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        IN WITNESS WHEREOF, the parties have executed this Time Brokerage
Agreement as of the date first above written.

                                             BENEDEK BROADCASTING CORPORATION

                                             By: /s/ K. James Yager            
                                                 -----------------------------
                                             Name:  K. James Yager
                                             Title: President

                                             BENEDEK LICENSE CORPORATION

                                             By: /s/ K. James Yager         
                                                 -----------------------------
                                             Name:  K. James Yager
                                             Title: President

                                             AK MEDIA GROUP, INC.
                                              
                                             By: /s/ Denis Curley             
                                                 -----------------------------
                                             Name:  Denis Curley
                                             Title: Secretary/Treasurer

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                            TIME BROKERAGE AGREEMENT

                                  ATTACHMENT I

        1. Programmer shall pay to Licensee during each month of the term of
this Agreement an amount equal to one-twelfth of the Station's actual 1998
broadcast cash flow (as such term is commonly understood in the broadcasting
industry) (the "Fixed Fee Amount"), plus the following:

                a. The amount of all salaries, commissions and other
        compensation, payroll, taxes, health insurance and other fringe benefits
        and other employment-related costs and expenses for or with respect to
        all employees of the Station in respect of and/or allocable to the term
        of this Agreement (the "Employment Related Amount"); and

                b. An amount equal to all costs and expenses incurred by
        Licensee in connection with operating the Station (including, without
        limitation, lease payments, utilities, taxes, programming fees, sales
        representatives' commissions, Programming Agreement charges and all
        other fees and expenses) in respect of and/or allocable to the term of
        this Agreement.

        2. The fees, costs and expenses referred to above shall be termed,
collectively, the "Time Brokerage Fee." The Fixed Fee Amount for each calendar
month during the term of this Agreement shall be paid within 10 days after the
end of each such month. The Employment Related Amount for each calendar month
for each calendar month during the term of this Agreement shall be paid in
arrears within 10 days after the end of each such month. Programmer shall pay
all other amounts payable by Programmer as contemplated by this Attachment I
within 10 days of invoicing by BBC therefor.

        3. Licensee shall collect all accounts receivable relating to the
Station and the KCOY Assets (as such term is defined in the Exchange Agreement)
and shall be responsible for the payment of all costs and expenses relating to
the ownership and operation of the Station and the KCOY Assets, in each case,
for the period through December 31, 1998. All such accounts receivable arising
out of operation of the Station and the KCOY Assets prior to 12:01 a.m. Pacific
time on the Commencement Date (the "Licensee's Term") shall belong to the
Licensee. All such accounts receivables arising out of operation of the Station
and the KCOY Assets on or after 12:01 a.m. Pacific time on the Commencement Date
through the expiration of this Agreement (the "TBA Term") shall belong to the
Programmer. All costs and expenses relating to the operation of the Station and
the KCOY Assets during the Licensee's Term shall be borne by Licensee. All costs
and expenses relating to the operation of the Station and the KCOY Assets during
the TBA Term shall be borne by Programmer. Accounts receivable, costs and
expenses arising from contracts or services for periods covering both the
Licensee's Term and the TBA Term shall be prorated according to each term. Such
prorations shall include, without limitation, all ad valorem, real estate and
other property taxes, business and license fees, lease payments, rents, wages
and salaries of employees (including accruals for bonuses, commissions, and
vacation pay), workers compensation premiums, utility expenses, water and sewer
use charges, time sales agreements, pre-paid fees and expenses to the extent
Programmer has received a benefit thereof, and all other income and expenses
attributable to the operation of the Station. Programmer acknowledges, however,
that the consideration for the


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Station includes payment for the contracts and commitments of Licensee relating
to motion pictures and other programming and for barter receivables arising in
connection with trade-out agreements and that no further payment to Licensee or
proration shall be due in respect thereof, except that Licensee shall be
responsible for all payments relating to such contracts due pursuant to the
contracts therefor prior to the Commencement Date. Within 15 days after the end
of each month after the Closing Date (as such term is defined in the Exchange
Agreement), Licensee will provide Programmer with a written report on account
receivables collections made and costs and expenses paid for such month. On the
Closing Date, Licensee and Programmer shall settle any amounts owed to the
other.

                                      -ii-


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                            TIME BROKERAGE AGREEMENT

                                    EXHIBIT A

                 BROADCAST STATION PROGRAMMING POLICY STATEMENT

The following sets forth the policies generally applicable to the presentation
of programming and advertising over Television Station KCOY(TV), Santa Maria,
California. All programming and advertising broadcast by the Station must
conform to these policies and to the provisions of the Communications Act of
1934, as amended (the "Act"), and the Rules and Regulations of the Federal
Communications Commission ("FCC").

Station Identification

The Station must broadcast a Station identification announcement once an hour as
close to the hour as feasible in a natural break in the programming. The
announcement must include (1) the Station's call letters; followed immediately
by (2) the Station's city of license.

Broadcast of Telephone Conversations

Before recording a telephone conversation for broadcast or broadcasting such a
conversation simultaneously with its occurrence, any party to the call must be
informed that the call will be broadcast or will be recorded for later
broadcast, and the party's consent to such broadcast must be obtained. This
requirement does not apply to calls initiated by the other party which are made
in a context in which it is customary for the Station to broadcast telephone
calls.

Sponsorship Identification

When money, service, or other valuable consideration is either directly or
indirectly paid or promised as part of an arrangement to transmit any
programming, the Station at the time of broadcast shall announce (1) that the
matter is sponsored, either whole or in part; and (2) by whom or on whose behalf
the matter is sponsored. Products or services furnished to the Station in
consideration for an identification of any person, product, service, trademark
or brand name shall be identified in this manner.

In the case of any political or controversial issue broadcast for which any
material or service is furnished as an inducement for its transmission, an
announcement shall be made at the beginning and conclusion of the broadcast
stating (1) the material or service that has been furnished; and (2) the
person(s) or association(s) on whose behalf the programming is transmitted.
However, if the broadcast is 5 minutes duration or less, the required
announcement need only be made either at its beginning or end.

Prior to any sponsored broadcast involving political matters or controversial
issues, the Station shall obtain a list of the chief executive officers, members
of the executive committee or board of directors of the sponsoring organization
and shall place this list in the Station's public inspection file.


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The station, its personnel, or its programmers shall not accept or agree to
accept from any person any money, service, or other valuable consideration for
the broadcast of any matter unless such fact is disclosed to the Station so that
all required Station identification announcements can be made. All persons
responsible for Station programming must, from time to time, execute such
documents as may be required by Station management to confirm their
understanding of and compliance with the FCC's sponsorship identification
requirements.

Rebroadcasts

The Station shall not rebroadcast the signal of any other broadcast Station
without first obtaining such Station's prior written consent to such
rebroadcast.

Fairness

Station shall seek to afford coverage to contrasting viewpoints concerning
controversial issues of public importance.

Personal Attacks

The Station shall not air attacks upon the honesty, character, integrity or like
personal qualities of any identified person or group. If such an attack should
nonetheless occur during the presentation of view on a controversial issue of
public importance, those responsible for programming shall submit a tape or
transcript of the broadcast to Station management and to the person attacked
within 48 hours, and shall offer the person attacked a reasonable opportunity to
respond.

Political Editorials

Unless specifically authorized by Station management, the Station shall not air
any editorial which either endorses or opposes a legally qualified candidate for
public office.

Political Broadcasting

All "uses" of the Station by legally qualified candidates for elective office
shall be in accordance with the Act and the FCC's Rules and policies, including
without limitation, equal opportunities requirements, reasonable access
requirements, lowest unit charge requirements and similar rules and regulations.

Obscenity and Indecency

The Station shall not broadcast any obscene material. Material is deemed to be
obscene if the average person, applying contemporary community standards in the
local community, would find that the material, taken as a whole, appeals to the
prurient interest; depicts or describes in a patently

                                      -ii-


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offensive way sexual conduct specifically defined by applicable state law; and
taken as a whole, lacks serious literary artistic, political or scientific
value.

The Station shall not broadcast any indecent material outside of the periods of
time prescribed by the Commission. Material is deemed to be indecent if it
includes language or material that, in context, depicts or describes, in terms
patently offensive as measured by contemporary community standards for the
broadcast medium, sexual or excretory activities or organs.

Billing

No entity which sells advertising for airing on the Station shall knowingly
issue any bill, invoice or other document which contains false information
concerning the amount charged or the broadcast of advertising which is the
subject of the bill or invoice. No entity which sells advertising for airing on
the Station shall misrepresent the nature or content of aired advertising, nor
the quantity, time of day, or day on which such advertising was broadcast.

Contests

Any contests conducted on the Station shall be conducted substantially as
announced or advertised. Advertisements or announcements concerning such
contests shall fully and accurately disclose the contest's material terms. No
contest description shall be false, misleading or deceptive with respect to any
material term.

Hoaxes

The Station shall not knowingly broadcast false information concerning a crime
or catastrophe.

Emergency Information

Any emergency information which is broadcast by the Station shall be transmitted
both aurally and visually or only visually.

Lottery

The Station shall not advertise or broadcast any information concerning any
lottery (except any state lottery). The Station may advertise and provide
information about lotteries conducted by non-profit groups, governmental
entities and in certain situations, by commercial organizations, if and only if
there is no state or local restriction or ban on such advertising or information
and the lottery is legal under state or local law. Any and all lottery
advertising must first be approved by Station management.

                                      -iii-


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Advertising

The Station shall comply with all federal, state and local laws concerning
advertising, including without limitation, all laws concerning misleading
advertising, and the advertising of alcoholic beverages.

Programming Prohibitions

Knowing broadcast of the following types of programs and announcements is
prohibited:

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

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

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

          Profanity. Any programs or announcements that are slanderous, obscene,
          profane, vulgar, repulsive or offensive, as evaluated by Station
          management.

          Violence. Any programs which are excessively violent.

          Unauthenticated Testimonials. Any testimonials which cannot be
          authenticated.

                                      -iv-


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