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                                                                    EXHIBIT 10.4
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                            ASSET EXCHANGE AGREEMENT

                                  BY AND AMONG

                      PAXSON SALT LAKE CITY LICENSE, INC.,

                PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.

                                       AND

                 ROBERTS BROADCASTING OF SALT LAKE CITY, L.L.C.



                                      X X X


                                 APRIL 20, 1998


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<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>      <C>                                                                       <C>
                                  ARTICLE 1
                                 DEFINITIONS
1.1      Definitions.................................................................1

                                  ARTICLE 2
                      EXCHANGE AND ASSIGNMENT OF ASSETS
2.1      The Exchange................................................................7
2.2      Assumption of Obligations and Liabilities...................................8
2.3      Prorations and Adjustments.................................................10

                                  ARTICLE 3
                                 THE CLOSING
3.1      Time and Place of Closing..................................................11
3.2      Deliveries by Paxson.......................................................12
3.3      Deliveries by Roberts......................................................12

                                  ARTICLE 4
                  REPRESENTATIONS AND WARRANTIES OF ROBERTS
4.1      Organization...............................................................13
4.2      Authority Relative to this Agreement.......................................13
4.3      Noncontravention; Consents and Approvals...................................13
4.4      Litigation.................................................................14
4.5      Taxes......................................................................14
4.6      Transmission Equipment.....................................................14
4.7      Compliance with Laws.......................................................15
4.8      FCC Licenses...............................................................15
4.9      Brokers and Finders........................................................16
4.10     Insurance..................................................................16
4.11     Employee Benefit Liabilities...............................................16
4.12     Contracts..................................................................16
4.13     Disclosure.................................................................16

                                  ARTICLE 5
                   REPRESENTATIONS AND WARRANTIES OF PAXSON
5.1      Organization...............................................................17
5.2      Authority Relative to this Agreement.......................................17
5.3      Noncontravention; Consents and Approvals...................................17
5.4      Litigation.................................................................18
5.5      Taxes......................................................................18
5.6      Transmitter Equipment......................................................18
</TABLE>



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                                   - ii -





<TABLE>
<S>      <C>                                                                       <C>
5.7      Compliance with Laws.......................................................18
5.8      FCC Licenses...............................................................19
5.9      Brokers and Finders........................................................19
5.10     Insurance..................................................................19
5.11     Employee Benefit Liabilities...............................................19
5.12     Contracts..................................................................20
5.13     Disclosure.................................................................20

                                  ARTICLE 6
                           COVENANTS OF THE PARTIES
6.1      Conduct of Business........................................................20
6.2      Access to Information......................................................22
6.3      FCC Consent................................................................22
6.4      Control of the Stations....................................................23
6.5      Consummation of Agreement..................................................23
6.6      Public Announcements.......................................................23
6.7      Access to Books and Records................................................24
6.8      Confidentiality............................................................24
6.9      Insurance..................................................................24
6.10     Risk of Loss...............................................................24
6.11     HSR Act Filing.............................................................25
6.12     Sales Tax Filings..........................................................26
6.14     Roberts Environmental Audits...............................................26
6.15     Paxson Environmental Audits................................................26
6.16     Relocation.................................................................27
6.17     Call Signs.................................................................27
6.18     KUPX Tower Lease...........................................................27

                                  ARTICLE 7


                   CONDITIONS TO THE OBLIGATIONS OF ROBERTS
7.1      Representations and Warranties.............................................28
7.2      Covenants..................................................................28
7.3      Certain Proceedings........................................................28
7.4      Opinion of Counsel.........................................................28
7.5      Document Delivery..........................................................28
7.6      No Material Adverse Change.................................................29
7.7      Consents...................................................................29
7.8      KUPX FCC Consent...........................................................29
</TABLE>



<PAGE>   4

                                   - iii -


<TABLE>
<S>      <C>                                                                       <C>
7.9      KUWB FCC Consent...........................................................29
7.12     Relocation.................................................................30
7.13     Retention of Digital Frequency.............................................30
7.14     KUPX Sublease .............................................................30

                                  ARTICLE 8
                   CONDITIONS TO THE OBLIGATIONS OF PAXSON
8.1      Representations and Warranties.............................................30
8.2      Covenants..................................................................30
8.3      Certain Proceedings........................................................30
8.4      Opinion of Counsel.........................................................31
8.5      Document Delivery..........................................................31
8.6      No Material Adverse Change.................................................31
8.7      Consents...................................................................31
8.8      KUWB FCC Consent...........................................................31
8.9      KUPX FCC Consent...........................................................32
8.12     Relocation.................................................................32
8.13     Retention of Digital Frequency.............................................32
8.14     KUWB Transmitter Lease.....................................................32
8.15     KUPX Sublease..............................................................32

                                  ARTICLE 9
                               INDEMNIFICATION
9.1      Survival...................................................................32
9.2      Indemnification............................................................33
9.3      Notice of Claims...........................................................34
9.4      Defense of Third Party Claims..............................................34
9.5      Exclusive Remedy...........................................................34

                                  ARTICLE 10
                           MISCELLANEOUS PROVISIONS
10.1     Termination................................................................35
10.2     Expenses...................................................................36
10.3     Amendment and Modification.................................................37
10.4     Waiver of Compliance; Consents.............................................37
10.5     Notices....................................................................37
10.6     Assignment.................................................................38
10.7     Governing Law..............................................................38
10.8     Counterparts...............................................................38
10.9     Interpretation.............................................................39
</TABLE>



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                                     - iv -


<TABLE>
<S>      <C>                                                                       <C>
10.10    Entire Agreement...........................................................39
10.11    Severability...............................................................39
10.12    Further Assurance..........................................................39
</TABLE>



<PAGE>   6

                                      - v -



                             Schedules and Exhibits


<TABLE>
<S>                   <C>
Schedule 4.3          KUWB Consents
Schedule 4.4          KUWB Litigation
Schedule 4.5          KUWB Taxes
Schedule 4.6          KUWB Transmission Equipment
Schedule 4.8          KUWB Licenses
Schedule 4.10         KUWB Insurance
Schedule 5.3          KUPX Consents
Schedule 5.4          KUPX Litigation
Schedule 5.5          KUPX Taxes
Schedule 5.6          KUPX Transmission Equipment
Schedule 5.8          KUPX Licenses
Schedule 5.10         KUPX Insurance
Schedule 6.1(a)       KUWB Liens
Schedule 6.1(b)       KUPX Liens
Schedule 7.4          Opinion of Paxson's Counsel
Schedule 8.4          Opinion of Roberts's Counsel

Exhibit A             KUPX Time Brokerage Agreement
Exhibit B             KUWB Time Brokerage Agreement
</TABLE>



<PAGE>   7

                            ASSET EXCHANGE AGREEMENT

        THIS ASSET EXCHANGE AGREEMENT (this "Agreement") is entered into as of
this ____ day of April, 1998, by and among PAXSON COMMUNICATIONS OF SALT LAKE
CITY-30, INC., a Florida corporation ("Paxson-30"), PAXSON SALT LAKE CITY
LICENSE, INC., a Florida corporation ("Paxson License" and collectively with
Paxson-30, "Paxson"), and ROBERTS BROADCASTING OF SALT LAKE CITY, L.L.C., a
Delaware limited liability company ("Roberts").

                                    RECITALS

        A. Paxson owns and operates and is the licensee of television station
KUPX, Ogden, Utah ("KUPX").

        B. Roberts owns and operates and is the licensee of television station
KUWB, Provo, Utah ("KUWB").

        C. On the terms, and subject to the conditions set forth herein, Paxson
desires to transfer to Roberts certain assets of KUPX in exchange for certain
assets of KUWB, and Roberts desires to transfer to Paxson certain assets of KUWB
in exchange for certain assets of KUPX.

                                   AGREEMENTS

        In consideration of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


                                   ARTICLE 1
                                   DEFINITIONS

        1.1 Definitions.

        "ACME" means ACME Television of Utah, LLC, a Delaware limited liability
company.

        "Adjustment Time" means 12:01 a.m., local time, on the Closing Date.

        "Affiliate" means, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person, with
"control" for such purpose meaning the



<PAGE>   8

                                      - 2 -


possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities or voting interests, by contract or otherwise.

        "Agreement" has the meaning specified in the Preamble.

        "Assets" means the KUPX Assets in the case of Assets owned or held by
Paxson and the KUWB Assets in the case of Assets owned or held by Roberts.

        "Assumed KUPX Liabilities" has the meaning specified in Section 2.2(a).

        "Assumed KUWB Liabilities" has the meaning specified in Section 2.2(c).

        "Claims" means any and all debts, liabilities, obligations, losses,
damages, deficiencies, assessments and penalties, together with all Legal
Actions, pending or threatened, claims and judgments of whatever kind and nature
relating thereto, and all fees, costs, expenses and disbursements (including
without limitation reasonable attorneys' and other legal fees, costs and
expenses) relating to any of the foregoing.

        "Closing" has the meaning specified in Section 3.1.

        "Closing Date" has the meaning specified in Section 3.1.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "DOJ" means the Antitrust Division of the United States Department of
Justice.

        "Encumbrance" means any claim, liability, security interest, mortgage,
lien, pledge, condition, charge or encumbrance of any nature whatsoever.

        "ERISA" has the meaning specified in Section 4.11.

        "Excluded KUPX Assets" has the meaning specified in Section 2.1(b).

        "Excluded KUWB Assets" has the meaning specified in Section 2.1(c).

        "FCC" means the Federal Communications Commission.



<PAGE>   9

                                      - 3 -


        "FCC Consent" means actions by the FCC granting both the KUWB FCC
Consent and the KUPX FCC Consent.

        "Final Order" means an action or order by the FCC (a) that has not been
reversed, stayed, enjoined, set aside, annulled or suspended, and (b) with
respect to which (i) no requests have been filed for administrative or judicial
review, reconsideration, appeal or stay and the FCC has not initiated a review
of such action or order on its own motion and the periods provided by statute or
FCC regulations for filing any such requests and for the FCC to set aside the
action on its own motion have expired, or (ii) in the event of review,
reconsideration or appeal, the period provided by statute or FCC regulations for
further review, reconsideration or appeal has expired.

        "Final Report" has the meaning specified in Section 2.3(d).

        "FTC" means the United States Federal Trade Commission.

        "Governmental Authority" means (i) the United States of America, (ii)
any state or commonwealth of the United States of America and any political
subdivision thereof (including counties, municipalities and the like) or (iii)
any agency, authority or instrumentality of any of the foregoing, including any
court, tribunal, department, bureau, commission or board.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

        "Indemnified Party" has the meaning specified in Section 9.2.

        "Indemnifying Party" has the meaning specified in Section 9.2.

        "Indemnity Period" has the meaning specified in Section 9.1.

        "KUPX" has the meaning specified in the Recitals.

        "KUPX Assets" has the meaning specified in Section 2.1(b).

        "KUPX FCC Consent" means action by the FCC granting its consent to the
assignment of the KUPX FCC Licenses to Roberts.

        "KUPX FCC Licenses" means all licenses, permits and authorizations
issued by the FCC to Paxson for KUPX, except that any frequency allocations
issued by the FCC with



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                                      - 4 -


respect to the transmission of advanced television, high definition or digital
broadcasts shall be excluded from the definition of KUPX FCC Licenses.

        "KUPX Intangibles" means (i) all proprietary information, technical
information and data, machinery and equipment warranties relating to the KUPX
Assets, (ii) all books and records in the possession of Paxson relating to the
KUPX Assets (other than corporate and accounting records), (iii) all choses in
action relating to the KUPX Assets, (iv) all records, logs and other information
in the possession of Paxson that Paxson is required to maintain under the rules
and policies of the FCC with respect to KUPX, and (v) all filings by Paxson with
the FCC with respect to KUPX, together with any additions thereto between the
date of this Agreement and the Closing Date, except that the definition of KUPX
Intangibles shall not include the call letters "KUPX".

        "KUPX Licenses" means all licenses, permits and other authorizations
issued by any Governmental Authority, including, without limitation, the FCC and
the Federal Aviation Administration, to Paxson in connection with the conduct of
the business or operations of KUPX, together with any additions thereto between
the date of this Agreement and the Closing Date, except that any frequency
allocations issued by the FCC with respect to the transmission of advanced
television, high definition or digital broadcasts shall be excluded from the
definition of KUPX Licenses.

        "KUPX Time Brokerage Agreement" means the Time Brokerage Agreement of
even date herewith between Paxson and ACME attached hereto as Exhibit A.

        "KUPX Transmission Equipment" means all equipment, spare parts and other
tangible personal property that are set forth on Schedule 5.6 hereof.

        "KUPX Transmitter Lease" means the Transmitter Site Sublease Agreement,
dated June 27, 1997, by and between Skaggs Companies, Inc. and Paxson-30.

        "KUWB" has the meaning specified in the Recitals.

        "KUWB Assets" has the meaning specified in Section 2.1(c).

        "KUWB FCC Consent" means action by the FCC granting its consent to the
assignment of the KUWB FCC Licenses to Paxson.

        "KUWB FCC Licenses" means those licenses, permits and authorizations
issued by the FCC to Roberts for KUWB, except that any frequency allocations
issued by the FCC with



<PAGE>   11

                                      - 5 -


respect to the transmission of advanced television, high definition or digital
broadcasts shall be excluded from the definition of KUWB FCC Licenses.

        "KUWB Intangibles" means (i) all proprietary information, technical
information and data, machinery and equipment warranties relating to the KUWB
Assets, (ii) all books and records in the possession of Roberts relating to the
KUWB Assets (other than corporate and accounting records), (iii) all choses in
action relating to the KUWB Assets, (iv) all records, logs and other information
in the possession of Roberts that Roberts is required to maintain under the
rules and policies of the FCC with respect to KUWB, and (v) all filings by
Roberts with the FCC with respect to KUWB, together with any additions thereto
between the date of this Agreement and the Closing Date, except that the
definition of KUWB Intangibles shall not include the call letters "KUWB".

        "KUWB Licenses" means all licenses, permits and other authorizations
issued by any Governmental Authority, including, without limitation, the FCC and
the Federal Aviation Administration, to Roberts in connection with the conduct
of the business or operations of KUWB, together with any additions thereto
between the date of this Agreement and the Closing Date, except that any
frequency allocations issued by the FCC with respect to the transmission of
advanced television, high definition or digital broadcasts shall be excluded
from the definition of KUWB Licenses.

        "KUWB Time Brokerage Agreement" means the Time Brokerage Agreement of
even date herewith between Roberts and Paxson-30 attached hereto as Exhibit B.

        "KUWB Transmission Equipment" means all equipment, spare parts and other
tangible personal property that are set forth on Schedule 4.6 hereof.

        "KUWB Transmitter Lease" means the Tower Lease Agreement dated as of
August 22, 1997 and amended as of December 9, 1997 between Roberts Broadcasting
Company of Utah, Inc. and Roberts.

        "Legal Action" means, with respect to any Person, any and all litigation
or legal or other actions, at law or in equity, arbitrations, counterclaims,
investigations, proceedings, or requests for material information by or pursuant
to the order of any Governmental Authority.

        "Loss and Expense" has the meaning specified in Section 9.2.

        "Paxson" has the meaning specified in the Preamble.



<PAGE>   12

                                      - 6 -


        "Paxson-30" has the meaning specified in the Preamble.

        "Paxson License" has the meaning specified in the Preamble.

        "Paxson Material Consents" means those consents referenced in Schedule
5.3 that are designated with an asterisk.

        "Permitted Encumbrances" means liens for taxes not yet due and payable
and landlord's liens which are current and not in default.

        "Person" means any natural person, corporation, partnership, trust,
unincorporated organization, association, limited liability company,
Governmental Authority or other entity.

        "Preliminary Report" has the meaning specified in Section 2.3(c).

        "Records" has the meaning specified in Section 6.7.

        "Roberts" has the meaning specified in the Preamble.

        "Roberts Material Consents" means those consents referenced in Schedule
4.3 that are designated with an asterisk.

        "Tax" means any federal, state, local or foreign income, gross receipts,
windfall profits, severance, property, production, sales, use, license, excise,
franchise, capital, transfer, employment, withholding or other tax or
governmental assessment, together with any interest, additions or penalties with
respect thereto and any interest in respect of such additions or penalties,
required to be paid with respect to the ownership or operation of KUWB or KUPX,
respectively.

        "Tax Returns" means, with respect to Roberts or Paxson, as the case may
be, all federal, state and local tax returns, reports, statements, declarations
of estimated tax and other similar filings required to be filed by Roberts or
Paxson, as the case may be, with respect to the ownership or operation of KUWB
or KUPX, respectively.

        "Time Brokerage Agreements" means the KUPX Time Brokerage Agreement and
the KUWB Time Brokerage Agreement.

        "Transfer" has the meaning specified in Section 6.1(a).



<PAGE>   13

                                           - 7 -


        "Transferee" refers equally to Roberts and Paxson insofar as the term
refers to the party receiving assets from the other party.

        "Transferor" refers equally to Roberts and Paxson insofar as the term
refers to the party transferring assets to the other party.

                                    ARTICLE 2
                        EXCHANGE AND ASSIGNMENT OF ASSETS

        2.1 The Exchange.

                (a) Upon the terms and subject to the conditions set forth in
this Agreement, on the Closing Date, Paxson agrees to transfer, assign, convey
and deliver to Roberts, and Roberts agrees to accept and acquire from Paxson,
free and clear of all Encumbrances, except for Permitted Encumbrances, all of
Paxson's rights, title and interest in and to the KUPX Assets, and Roberts
agrees to transfer, assign, convey and deliver to Paxson, and Paxson agrees to
accept and acquire from Roberts, free and clear of all Encumbrances, except for
Permitted Encumbrances, all of Roberts's rights, title and interest in and to
the KUWB Assets.

                (b) "KUPX Assets" means (i) the KUPX Transmission Equipment,
(ii) the KUPX Licenses, and (iii) the KUPX Intangibles. All other assets of
Paxson are specifically excluded from the KUPX Assets, including, without
limitation, the studio facilities and equipment used or useful in connection
with the business and operations of KUPX, any frequency allocations issued by
the FCC with respect to KUPX for the transmission of advanced television, high
definition or digital broadcasts, the KUPX Transmitter Lease, the KUPX antenna
and transmission line and the call letters "KUPX" (the "Excluded KUPX Assets").

                (c) "KUWB Assets" means (i) the KUWB Transmission Equipment,
(ii) the KUWB Licenses, (iii) the KUWB Transmitter Lease, and (iv) the KUWB
Intangibles. All other assets of Roberts are specifically excluded from the KUWB
Assets, including, without limitation, the studio facilities and equipment used
or useful in connection with the business and operations of KUWB, any frequency
allocations issued by the FCC with respect to KUWB for the transmission of
advanced television, high definition or digital broadcasts and the call letters
"KUWB" (the "Excluded KUWB Assets").



<PAGE>   14

                                      - 8 -


        2.2 Assumption of Obligations and Liabilities.

                (a) As of, and from and after, the Closing Date, Roberts shall
assume, pay, discharge and perform only the following liabilities (the "Assumed
KUPX Liabilities"):

                        (i) all obligations and liabilities of Paxson under the
KUPX Assets, including but not limited to the KUPX Licenses, arising on or after
the Closing; and

                        (ii) all obligations and liabilities of Paxson to the
extent that any assignment or transfer is made thereof to Roberts pursuant to
Section 2.3 hereof.

                (b) The Assumed KUPX Liabilities shall only include the
obligations and liabilities of Paxson described in subsection (a) of this
Section, and Roberts shall not assume any of the following:

                        (i) any liabilities or obligations for federal, state or
local income or franchise taxes of Paxson, including, without limitation,
deferred taxes or those arising out of any of the transactions contemplated
hereby;

                        (ii) any liabilities or obligations for any brokerage or
finder's fees or similar compensation incurred by Paxson or its Affiliates with
respect to any of the transactions contemplated by this Agreement;

                        (iii) any liabilities or obligations for any
indebtedness for borrowed money of Paxson under any loan agreement, credit
agreement, indenture, evidence of indebtedness or similar document or under any
capital lease, financing agreement or other agreement constituting deferred
purchase price for any of the KUPX Assets;

                        (iv) any liabilities or obligations attributable to
Excluded KUPX Assets and any intercompany liabilities or payables of any nature
whatsoever of Paxson or any of its Affiliates;

                        (v) any obligation or liability of Paxson under any
employee pension, retirement, health and welfare or other benefit plan or
collective bargaining agreement, or any obligation of Paxson to any employee for
severance benefits, vacation time or sick leave accrued prior to the Closing
Date; and

                        (vi) any obligation or liability of Paxson under any
contract or agreement to which Paxson is a party.



<PAGE>   15

                                      - 9 -


                (c) As of, and from and after, the Closing Date, Paxson shall
assume, pay, discharge and perform only the following liabilities (the "Assumed
KUWB Liabilities"):

                        (i) all obligations and liabilities of Roberts under
KUWB Assets, including but not limited to the KUWB Transmitter Lease and KUWB
Licenses, arising on or after the Closing; and

                        (ii) all obligations and liabilities of Roberts to the
extent that any assignment or transfer is made thereof to Paxson pursuant to
Section 2.3 hereof.

                (d) The Assumed KUWB Liabilities shall only include the
obligations and liabilities of Roberts described in subsection (c) of this
Section, and Paxson shall not assume any of the following:

                        (i) any liabilities or obligations for federal, state or
local income or franchise taxes of Roberts, including, without limitation,
deferred taxes or those arising out of any of the transactions contemplated
hereby;

                        (ii) any liabilities or obligations for any brokerage or
finder's fees or similar compensation incurred by Roberts or its Affiliates with
respect to any of the transactions contemplated by this Agreement;

                        (iii) any liabilities or obligations for any
indebtedness for borrowed money of Roberts under any loan agreement, credit
agreement, indenture, evidence of indebtedness or similar document or under any
capital lease, financing agreement or other agreement constituting deferred
purchase price for any of the KUWB Assets;

                        (iv) any liabilities or obligations attributable to
Excluded KUWB Assets and any intercompany liabilities or payables of any nature
whatsoever of Roberts or any of its Affiliates;

                        (v) any obligation or liability of Roberts under any
employee pension, retirement, health and welfare or other benefit plan or
collective bargaining agreement, or any obligation of Roberts to any employee
for severance benefits, vacation time or sick leave accrued prior to the Closing
Date; and

                        (vi) any obligation or liability of Roberts under any
contract or agreement to which Roberts is a party except for the KUWB
Transmitter Lease.



<PAGE>   16

                                     - 10 -


        2.3 Prorations and Adjustments.

                (a) Except to the extent provided by the KUPX Time Brokerage
Agreement, all items of income and expense relating to the ownership or
operation of the KUPX Assets shall be prorated between Paxson and Roberts as of
the Adjustment Time, with Paxson being responsible for all expenses and being
entitled to all income relating to the period prior to the Adjustment Time and
Roberts being responsible for all expenses and being entitled to all income
relating to the period from and after the Adjustment Time. Notwithstanding the
preceding sentence, there shall be no adjustment for, and Paxson shall remain
solely liable with respect to, any obligation or liability not being assumed by
Roberts pursuant to Section 2.2(a).

                (b) Except to the extent provided by the KUWB Time Brokerage
Agreement, all items of income and expense relating to the ownership or
operation of the KUWB Assets shall be prorated between Paxson and Roberts as of
the Adjustment Time, with Roberts being responsible for all expenses and being
entitled to all income relating to the period prior to the Adjustment Time and
Paxson being responsible for all expenses and being entitled to all income
relating to the period from and after the Adjustment Time. Notwithstanding the
preceding sentence, there shall be no adjustment for, and Roberts shall remain
solely liable with respect to, any obligation or liability not being assumed by
Paxson pursuant to Section 2.2(c).

                (c) At least five business days prior to the Closing, each
Transferor will deliver to the Transferee a preliminary settlement statement
with respect to the KUPX Assets or the KUWB Assets, as the case may be (the
"Preliminary Report"), certified as to completeness and accuracy by an officer
of Transferor (but without personal liability to such officer), showing in
detail the preliminary determination of the prorations referred to in Sections
2.3(a) and (b) that can be determined or estimated on the date of the
Preliminary Report, which are calculated in accordance with such Sections
together with any documents substantiating the prorations proposed in the
Preliminary Report. The net proration shown in the Preliminary Reports will be
paid at the Closing by the responsible party therefor to the other party by wire
transfer of immediately available funds to an account designated in writing by
such other party or by cashiers or certified check.

                (d) Within 60 days after the Closing, each Transferee will
deliver to the Transferor a statement with respect to the KUPX Assets or the
KUWB Assets, as the case may be (the "Final Report"), similarly certified by an
officer of Transferee (but without personal liability to such officer), showing
in detail the final determination of any prorations which were not calculated as
of the Closing Date and containing any corrections to the Preliminary Report, 



<PAGE>   17

                                     - 11 -


together with any documents substantiating the final calculation of the
prorations proposed in the Final Report.

                (e) Within 30 days after receipt of the Final Report, each
Transferor will give each Transferee written notice of such Transferor's
objections, if any, to the other's Final Report. Each Transferee shall grant to
the Transferor and its authorized representatives access during normal business
hours to the records of KUPX and KUWB, as the case may be, for purposes of
permitting the Transferor to verify the Final Report. If there are objections to
either Final Report, the parties shall use good faith efforts to jointly resolve
the objections within 30 days of a Transferee's receipt of a Transferor's
written notice of objections, which resolution, if achieved, shall be binding
upon both parties to this Agreement and not be subject to dispute or review. If
the parties cannot resolve the discrepancies to their mutual satisfaction within
such 30-day period, the parties shall, within the following 10 days, jointly
designate a national independent public accounting firm to be retained to review
the Final Reports together with the notice(s) of objections and any other
relevant documents. The parties agree that the foregoing independent public
accounting firm shall not be a firm that has been engaged by either party or its
Affiliates in the prior twenty-four (24) months. The cost of retaining such
independent public accounting firm shall be borne equally by the parties. Such
firm shall report its conclusions as to adjustments pursuant to this Section
2.3(e) which shall be conclusive on all parties to this Agreement and not be
subject to dispute or judicial review. If, based on the Final Report as finally
determined pursuant to this Section 2.3(e), it is determined that an amount is
owed by either Paxson or Roberts, as applicable, such party shall pay to the
other party such amount within ten (10) days of the aforesaid report becoming
final.

                (f) Nothing contained in this Section 2.3 is intended or shall
be deemed to amend or modify the indemnification provisions of Article 9 or to
reallocate responsibility for the matters set forth therein.


                                    ARTICLE 3
                                   THE CLOSING

        3.1 Time and Place of Closing. Subject to satisfaction or, to the extent
permissible by law, waiver (by the party for whose benefit the condition is
imposed), of the conditions described in Articles 7 and 8 and the provisions of
Section 10.1 hereof, the closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Dow, Lohnes &
Albertson, PLLC, 1200 New Hampshire Avenue, N.W., Washington, D.C. or at such
other place as the parties shall mutually agree, at 10:00 a.m., local time, on a
date (the "Closing Date") to be agreed upon by the parties, but which date shall
not be earlier than the



<PAGE>   18

                                     - 12 -


fifth business day following the date of the FCC Consent or later than the tenth
business day following the date on which the FCC Consent has become a Final
Order. If the parties are unable to agree on a Closing Date pursuant to the
preceding sentence, the Closing shall take place on the tenth business day after
the date on which the FCC Consent has become a Final Order, subject to
satisfaction or, to the extent permissible by law, waiver (by the party for
whose benefit the condition is imposed), of the conditions described in Articles
7 and 8 and the provisions of Section 10.1 hereof. In the event any material
loss or damage of the Assets exists on the Closing Date, then, notwithstanding
any other provision of this Agreement, the Transferee of the Assets in question
at its option may extend the Closing Date for a period of up to sixty (60) days
from such Closing Date until such time as the Transferor shall have repaired,
replaced and restored any such damaged or lost Assets substantially to their
prior condition. Alternatively, at the request of the Transferee, the Transferor
shall assign to the Transferee the insurance proceeds and pay to the Transferee
the applicable deductible relating to the loss or damage and consummate the
transactions contemplated hereby on the Closing Date.

        3.2 Deliveries by Paxson. At the Closing, Paxson shall deliver to
Roberts the following in form and substance reasonably satisfactory to Roberts
and its counsel:

                (a) Bills of sale of personal property, assignments and other
instruments of transfer and conveyance duly executed by Paxson, transferring and
assigning to Roberts the KUPX Assets, free and clear of all Encumbrances, other
than Permitted Encumbrances;

                (b) Assumption agreements duly executed by Paxson pursuant to
which Paxson will assume the Assumed KUWB Liabilities;

                (c) The opinions, certificates, consents and other documents
contemplated by Article 7 hereof; and

                (d) The Paxson Material Consents and any other consents received
by Paxson.

        3.3 Deliveries by Roberts. At the Closing, Roberts shall deliver to
Paxson the following in form and substance reasonably satisfactory to Paxson and
its counsel:

                (a) Bills of sale of personal property, assignments and other
instruments of transfer and conveyance duly executed by Roberts, transferring
and assigning to Paxson the KUWB Assets, free and clear of all Encumbrances,
other than Permitted Encumbrances;



<PAGE>   19

                                     - 13 -


                (b) Assumption agreements duly executed by Roberts pursuant to
which Roberts will assume the Assumed KUPX Liabilities;

                (c) The opinions, certificates and other documents contemplated
by Article 8 hereof; and

                (d) The Roberts Material Consents and any other consents
received by Roberts.



                                    ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF ROBERTS

        Roberts hereby represents and warrants to Paxson as follows:

        4.1 Organization. Roberts is a limited liability company duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and is duly qualified as a foreign limited liability company and is
in good standing under the laws of the State of Utah. Roberts has the requisite
limited liability company power and authority to carry on its business as it is
now being conducted.

        4.2 Authority Relative to this Agreement. Roberts has the necessary
limited liability company power and authority to execute, deliver and perform
this Agreement and the documents contemplated hereby and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the documents contemplated hereby and the consummation of the
transactions contemplated hereby and thereby by Roberts have been duly and
validly authorized and approved by all necessary limited liability company
action by Roberts. This Agreement has been duly and validly executed and
delivered by Roberts and constitutes the legal, valid and binding obligation of
Roberts, enforceable against Roberts in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally
and to general principles of equity.

        4.3 Noncontravention; Consents and Approvals.

                (a) Except as set forth in Schedule 4.3, the execution and
delivery of this Agreement and the documents contemplated hereby by Roberts and
the consummation by Roberts of the transactions contemplated hereby and thereby
will not (i) conflict with or violate



<PAGE>   20

                                     - 14 -


any provisions of the organizational documents of Roberts, (ii) violate any
statute, ordinance, rule, regulation, order, judgment or decree applicable to
Roberts or by which Roberts or any of the KUWB Assets may be bound or affected,
or (iii) result in a violation or breach of, or constitute (with or without due
notice or lapse of time or both) a default under, or give to others any rights
of termination, amendment, acceleration or cancellation of, or result in the
creation of any Encumbrance on any of the KUWB Assets pursuant to, any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which Roberts is a party or by
which it or any of the KUWB Assets are bound or affected.

                (b) No consent, waiver, license, approval, authorization, order
or permit or registration or filing with or notification to any Governmental
Authority or other third party is necessary for the execution and delivery of
this Agreement and the documents contemplated hereby by Roberts or the
consummation by Roberts of the transactions contemplated by this Agreement and
the documents contemplated hereby or the compliance by Roberts with any
provision of this Agreement and the documents contemplated hereby, except (i)
the FCC Consent, (ii) filings with respect to sales and other transfer taxes,
(iii) such filings as may be required under the HSR Act, (iv) such filings,
registrations, notifications, permits, authorizations, consents or approvals
that result solely from specific legal or regulatory status of Paxson or as a
result of any other facts that specifically relate to the business or activities
in which Paxson is engaged, and (v) the consent of or notice to each party
identified on Schedule 4.3.

        4.4 Litigation. Except as set forth in Schedule 4.4, there are no legal,
administrative, arbitration or other proceedings or governmental investigations
pending or, to the knowledge of Roberts, threatened, against or affecting the
KUWB Assets.

        4.5 Taxes. Roberts has duly filed all Tax Returns, including extensions
(including, but not limited to, those filed on a consolidated, combined or
unitary basis), required to have been filed by it prior to the date hereof.
Roberts has paid or, prior to the Adjustment Time will pay, all Taxes shown on
such Tax Returns as being due or (except to the extent the same are contested in
good faith) claimed to be due to any federal, state, local or other taxing
authority, and, except as set forth in Schedule 4.5, Roberts has not received
any notice of the assessment or proposed assessment of any additional Taxes.

        4.6 Transmission Equipment. Roberts has good and marketable title to the
KUWB Transmission Equipment free and clear of all Encumbrances, except for
Permitted Encumbrances and for Encumbrances set forth on Schedule 4.6 which
shall be removed prior to or at Closing. The KUWB Transmission Equipment is in
good operating condition and



<PAGE>   21

                                     - 15 -


repair (subject to normal wear and tear), and is available for immediate use in
the conduct of the business or operations of KUWB. All items of KUWB
Transmission Equipment (i) have been maintained in a manner consistent in all
material respects with generally accepted standards of good engineering practice
and (ii) will permit Paxson to operate KUWB in all material respects in
accordance with the terms of the KUWB FCC Licenses.

        4.7 Compliance with Laws. The business and operations of KUWB have been
and are being conducted in all material respects in compliance with all laws,
ordinances and regulations of all Governmental Authorities.

        4.8 FCC Licenses. Schedule 4.8 accurately and completely lists all KUWB
FCC Licenses and all material KUWB Licenses issued by Governmental Authorities
other than the FCC. All of the KUWB FCC Licenses and material KUWB Licenses
issued by other Governmental Authorities have been validly issued to Roberts,
and are in full force and effect, and Roberts has fulfilled and performed all of
its obligations with respect thereto in all material respects and has full power
and authority to operate thereunder. Roberts holds all KUWB Licenses necessary
to enable Roberts to conduct the business and operations of KUWB in all material
respects as currently conducted. Except as set forth in Schedule 4.8, none of
the KUWB Licenses is subject to any restriction or condition that would limit
the full operation of KUWB as now conducted, and (ii) Roberts has no reason to
believe that any of the KUWB FCC Licenses would not be renewed by the FCC in the
ordinary course for a full term without material adverse modification. True and
complete copies of the KUWB FCC Licenses are attached to Schedule 4.8. Schedule
4.8 identifies every cable system within KUWB's Area of Dominant Influence for
which Roberts has made a valid election of must carry. Except as set forth on
Schedule 4.8, no cable system has advised Roberts of any signal quality or
copyright indemnity or other obstacle to cable carriage of KUWB's signal, and no
cable system has declined or threatened to decline such carriage or failed to
respond to a request for carriage or sought any form of relief from carriage
from the FCC. All material returns, reports and statements that Roberts is
currently required to file with the FCC or with any other Governmental Authority
with respect to KUWB have been filed, and all reporting requirements of the FCC
and other Governmental Authorities with respect to KUWB have been complied with
in all material respects. All of such returns, reports and statements are
complete and correct as filed in all material respects. Roberts has timely paid
to the FCC all annual regulatory fees payable by Roberts with respect to the
KUWB FCC Licenses. KUWB is currently broadcasting from the site described in the
KUWB Transmitter Site in accordance with the KUWB FCC Licenses, and Roberts has
filed with the FCC all appropriate applications for a covering license with
respect to KUWB.



<PAGE>   22

                                    - 16 -


        4.9 Brokers and Finders. Neither Roberts nor any of its officers,
directors, members or employees has employed any broker or finder in connection
with the transactions contemplated by this Agreement or incurred any liability
for any brokerage fees, commissions or finders' fees in connection with the
transactions contemplated by this Agreement.

        4.10 Insurance. Schedule 4.10 is a true and complete list of all
insurance policies of Roberts related to the KUWB Assets. All policies of
insurance listed in Schedule 4.10 are in full force and effect.

        4.11 Employee Benefit Liabilities. Neither Roberts nor any entity
required to be combined with it (as determined under Internal Revenue Code
Sections 414(b), (c), (m), (n) or (o)) has incurred, or expects to incur as a
result of the consummation of the transactions contemplated under this
Agreement, any cost, fee, expense, liability, claim, suit, obligation, or other
damage with respect to any "employee benefit plan" (as defined in section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or
any benefit arrangement not subject to ERISA that could give rise to the
imposition of any liability, cost, fee, expense, or obligation on Paxson or any
of its Affiliates; and, to the knowledge of Roberts, no facts or circumstances
exist that could give rise to any such cost, fee, expense, liability, claim,
suit, obligation, or other damage.

        4.12 Contracts. The KUWB Transmitter Lease is valid, binding, in full
force and effect and legally enforceable in accordance with its terms. There is
not under the KUWB Transmitter Lease any default by Roberts or, to the knowledge
of Roberts, any other party thereto or any event which, after notice or lapse of
time, or both, would constitute such a default. All of the KUWB Transmission
Equipment is located entirely on the site leased by Roberts pursuant to the KUWB
Transmitter Lease and Roberts has a legal right of and practical access to such
site. The site leased by Roberts pursuant to the KUWB Transmitter Lease and all
improvements thereon owned by Roberts comply in all material respects with all
environmental, zoning, building and other laws, regulations and rules.

        4.13 Disclosure. To the knowledge of Roberts, no statement of a material
fact by Roberts contained in this Agreement, and all exhibits and schedules
related hereto, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements herein or
therein not misleading in light of the circumstances under which they were made.



<PAGE>   23

                                     - 17 -



                                    ARTICLE 5
                    REPRESENTATIONS AND WARRANTIES OF PAXSON

        Paxson hereby represents and warrants to Roberts as follows:

        5.1 Organization. Paxson is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Florida and is duly
qualified as a foreign corporation and is in good standing under the laws of the
State of Utah. Paxson has the requisite corporate power and authority to carry
on its business as it is now being conducted.

        5.2 Authority Relative to this Agreement. Paxson has the necessary
corporate power and authority to execute, deliver and perform this Agreement and
the documents contemplated hereby and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement
and the documents contemplated hereby and the consummation of the transactions
contemplated hereby and thereby by Paxson have been duly and validly authorized
and approved by all necessary corporate action by Paxson. This Agreement has
been duly and validly executed and delivered by Paxson and constitutes the
legal, valid, and binding obligation of Paxson, enforceable against Paxson in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity.

        5.3 Noncontravention; Consents and Approvals.

                (a) Except as set forth in Schedule 5.3, the execution and
delivery of this Agreement and the documents contemplated hereby by Paxson and
the consummation by Paxson of the transactions contemplated hereby and thereby
will not (i) conflict with or violate any provisions of its organizational
documents, (ii) violate any statute, ordinance, rule, regulation, order,
judgment or decree applicable to Paxson or by which Paxson or any of the KUPX
Assets may be bound or affected, or (iii) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of any Encumbrance on any of the KUPX
Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which
Paxson is a party or by which it or any of the KUPX Assets are bound or
affected.

                (b) No consent, waiver, license, approval, authorization, order
or permit or registration or filing with or notification to any Governmental
Authority or other third party is



<PAGE>   24

                                     - 18 -


necessary for the execution and delivery of this Agreement and the documents
contemplated hereby by Paxson or the consummation by Paxson of the transactions
contemplated by this Agreement and the documents contemplated hereby or the
compliance by Paxson with any provision of this Agreement and the documents
contemplated hereby, except (i) the FCC Consent, (ii) filings with respect to
sales and other transfer taxes, (iii) such filings as may be required under the
HSR Act, (iv) such filings, registrations, notifications, permits,
authorizations, consents or approvals that result solely from the specific legal
or regulatory status of Roberts or as a result of any other facts that
specifically relate to the business or activities in which Roberts is engaged,
and (v) the consent of or notice to each party identified on Schedule 5.3.

        5.4 Litigation. Except as set forth in Schedule 5.4, there are no legal,
administrative, arbitration or other proceedings or governmental investigations
pending or, to the knowledge of Paxson, threatened, against or affecting the
KUPX Assets.

        5.5 Taxes. Paxson has duly filed all Tax Returns including extensions
(including, but not limited to, those filed on a consolidated, combined or
unitary basis), required to have been filed by it prior to the date hereof.
Paxson has paid or, prior to the Adjustment Time will pay, all Taxes shown on
such Tax Returns as being due or (except to the extent the same are contested in
good faith) claimed to be due to any federal, state, local or other taxing
authority, and, except as set forth in Schedule 5.5, Paxson has not received any
notice of the assessment or proposed assessment of any additional Taxes.

        5.6 Transmitter Equipment. Paxson has good and marketable title to the
KUPX Transmission Equipment free and clear of all Encumbrances, except for
Permitted Encumbrances and for Encumbrances set forth on Schedule 5.6 which
shall be removed prior to or at Closing. The KUPX Transmission Equipment is in
good operating condition and repair (subject to normal wear and tear), and is
available for immediate use in the conduct of the business or operations of
KUPX. All items of KUPX Transmission Equipment (i) have been maintained in a
manner consistent in all material respects with generally accepted standards of
good engineering practice and (ii) will together with the equipment used by
Roberts pursuant to the Sublease (as defined below) permit Roberts to operate
KUPX in all material respects in accordance with the terms of the KUPX FCC
Licenses.

        5.7 Compliance with Laws. The business and operations of KUPX have been
and are being conducted in all material respects in compliance with all laws,
ordinances or regulations of all Governmental Authorities.



<PAGE>   25

                                     - 19 -


        5.8 FCC Licenses. Schedule 5.8 accurately and completely lists all KUPX
FCC Licenses and all material KUPX Licenses issued by Governmental Authorities
other than the FCC. All of the KUPX FCC Licenses and material KUPX Licenses
issued by other Governmental Authorities have been validly issued to Paxson and
are in full force and effect, and Paxson has fulfilled and performed all of its
obligations with respect thereto in all material respects and has full power and
authority to operate thereunder. Paxson holds all KUPX Licenses necessary to
enable Paxson to conduct the business and operations of KUPX in all material
respects as currently conducted. Except as set forth in Schedule 5.8, (i) none
of the KUPX Licenses is subject to any restriction or condition that would limit
the full operation of KUPX as now conducted, and (ii) Paxson has no reason to
believe that any of the KUPX FCC Licenses would not be renewed by the FCC in the
ordinary course for a full term without material adverse modification. True and
complete copies of the KUPX FCC Licenses are attached to Schedule 5.8. Schedule
5.8 identifies every cable system within KUPX's Area of Dominant Influence for
which Paxson has made a valid election of must carry. Except as set forth on
Schedule 5.8, no cable system has advised Paxson of any signal quality or
copyright indemnity or other obstacle to cable carriage of KUPX's signal and no
cable system has declined or threatened to decline such carriage or failed to
respond to a request for carriage or sought any form of relief from carriage
from the FCC. All material returns, reports and statements that Paxson is
currently required to file with the FCC or with any other Governmental Authority
with respect to KUPX have been filed, and all reporting requirements of the FCC
and other Governmental Authorities with respect to KUPX have been complied with
in all material respects. All of such returns, reports and statements are
complete and correct as filed in all material respects. Paxson has timely paid
to the FCC all annual regulatory fees payable by Paxson with respect to the KUPX
FCC Licenses

        5.9 Brokers and Finders. Neither Paxson nor any of its officers,
directors, partners or employees has employed any broker or finder in connection
with the transactions contemplated by this Agreement or incurred any liability
for any brokerage fees, commissions or finders' fees in connection with the
transactions contemplated by this Agreement.

        5.10 Insurance. Schedule 5.10 is a true and complete list of all
insurance policies of Paxson related to the KUPX Assets. All policies of
insurance listed in Schedule 5.10 are in full force and effect.

        5.11 Employee Benefit Liabilities. Neither Paxson or any entity required
to be combined with it (as determined under Internal Revenue Code Sections
414(b), (c), (m), (n) or (o)) has incurred, or expects to incur as a result of
the consummation of the transactions contemplated under this Agreement, any
cost, fee, expense, liability, claim, suit, obligation, or other damage with
respect to any "employee benefit plan" (as defined in section 3(3) of ERISA 



<PAGE>   26

                                     - 20 -


or any benefit arrangement not subject to ERISA) that could give rise to
the imposition of any liability, cost, fee, expense, or obligation on Roberts or
any of its Affiliates; and, to the knowledge of Paxson, no facts or
circumstances exist that could give rise to any such cost, fee, expense,
liability, claim, suit, obligation, or other damage.

        5.12 Contracts. The KUPX Transmitter Lease is valid, binding, in full
force and effect and legally enforceable in accordance with its terms. There is
not under the KUPX Transmitter Lease any default by Paxson or, to the knowledge
of Paxson, any other party thereto or any event which, after notice or lapse of
time or both, would constitute such a default. On the Closing Date, all of the
KUPX Transmission Equipment will be located entirely on the site leased by
Paxson pursuant to the KUPX Transmitter Lease and Paxson has a legal right of
and practical access to such site. The site leased by Paxson pursuant to the
KUPX Transmitter Lease and all improvements thereon owned by Paxson comply in
all material respect with all environmental, zoning, building and other laws
regulations and rules.

        5.13 Disclosure. To the knowledge of Paxson, no statement of a material
fact by Paxson contained in this Agreement, and all exhibits and schedules
related hereto, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements herein or
therein not misleading in light of the circumstances under which they were made.


                                    ARTICLE 6
                            COVENANTS OF THE PARTIES

        6.1 Conduct of Business.

                (a) Except as specifically provided in this Agreement and
subject to the terms of the Time Brokerage Agreements, during the period from
the date of this Agreement to the Closing Date, Roberts will conduct the
business and operations of KUWB in the ordinary course consistent with past
practices, and Paxson will conduct the business and operations of KUPX in the
ordinary course consistent with past practices. Without limiting the generality
of the foregoing, except as otherwise expressly provided in this Agreement,
prior to the Closing Date, (i) without the prior written consent of Paxson,
Roberts, with respect to KUWB, and (ii) without the prior written consent of
Roberts, Paxson, with respect to KUPX, will not (A) sell, transfer, lease,
license, pledge, encumber, mortgage, remove from the premises of KUWB or KUPX,
as the case may be, or otherwise dispose of, or agree to sell, transfer, lease,
license, pledge, encumber, mortgage, remove from the premises of KUWB or KUPX,
as the case may be, or otherwise dispose of (each of the actions described
in clause A above is a "Transfer"), 



<PAGE>   27

                                    - 21 -


any of the KUWB Assets or the KUPX Assets, as the case may be, except (x) that a
"Transfer" shall not include any lien disclosed on Schedule 6.1(a) or 6.1(b),
each of which shall be removed upon or before the Closing and (y) for Permitted
Encumbrances, (B) modify in any respect, waive any material term under or
terminate the KUWB Transmitter Lease or the KUPX Transmitter Lease, as the case
may be, (C) cause or permit, by any act or failure to act, any of the KUWB
Licenses or KUPX Licenses, as the case may be, to expire or be revoked,
suspended or adversely modified, or any Governmental Authority to institute
proceedings for the revocation, suspension or adverse modification of the KUWB
Licenses or KUPX Licenses, as the case may be, or (D) cause, by any act or
failure to act, any cable system located within the Area of Dominant Influence
or Designated Market Area of KUWB or KUPX, as the case may be, to refuse to
carry the signal of KUWB or KUPX, respectively.

                (b) Subject to the terms of the Time Brokerage Agreements,
Roberts and Paxson shall each use their commercially reasonable efforts to
maintain (or cause to be maintained) the KUWB Assets and the KUPX Assets,
respectively, in good condition (ordinary wear and tear excepted), and use and
operate (or cause to be used and operated) the KUWB Assets and KUPX Assets,
respectively, in a reasonable manner and in all material respects in accordance
with the terms of the KUWB FCC Licenses and KUPX FCC Licenses, respectively, all
rules and regulations of the FCC and generally accepted standards of good
engineering practice. Subject to the terms of the Time Brokerage Agreements, if
any loss, damage, impairment, confiscation or condemnation of or to any of the
KUWB Assets or KUPX Assets occurs, Roberts or Paxson, as the case may be, shall
repair, replace or restore the KUWB Assets or KUPX Assets, respectively, to
their prior condition as represented in this Agreement as soon thereafter as
possible (and in any event within the time limitations of Section 3.1 of this
Agreement), and Roberts or Paxson as the case may be, shall use the proceeds of
any claim under any insurance policy solely to repair, replace or restore any of
the KUWB Assets or KUPX Assets, respectively, that are lost, damaged, impaired
or destroyed; provided, however, that Paxson shall not have any obligation to
repair, replace or restore any KUPX Assets to the extent any loss, damage or
other impairment was caused directly by the negligence or wilful misconduct of
ACME under the KUPX Time Brokerage Agreement and Roberts shall not have any
obligation to repair, replace or restore any KUWB Assets to the extent any loss,
damage or other impairment was caused directly by the negligence or wilful
misconduct of Paxson under the KUWB Time Brokerage Agreement.

                (c) Each of Roberts and Paxson shall comply in all material
respects with the terms of the KUWB Licenses and KUPX Licenses, respectively,
and with all laws, rules and regulations applicable or relating to the ownership
and operation of KUWB and KUPX, respectively. Each of Roberts and Paxson shall
comply in all material respects with the terms of the KUPX Transmitter Lease and
the KUWB Transmitter Lease, as applicable.



<PAGE>   28

                                     - 22 -



        6.2 Access to Information. From the date of this Agreement to the
Closing Date, each of Roberts and Paxson will give the other party and its
authorized representatives reasonable access during normal business hours (and
at such other times as the parties may mutually agree) upon reasonable prior
notice and approval, which shall not be unreasonably withheld, to its
facilities, personnel and operations solely to the extent such facilities,
personnel and operations relate to the KUWB Assets or the KUPX Assets, as the
case may be, and to its books and records relating to the KUWB Assets or the
KUPX Assets; provided, that any inspection of the KUWB Assets or the KUPX
Assets, as the case may be, or discussion with personnel regarding the KUWB
Assets or the KUPX Assets, as the case may be, shall occur only if a
representative of the party granting such access is present. Each party to this
Agreement and its accountants, counsel and other representatives shall, in the
exercise of the rights described in this Section 6.2, not unduly interfere with
the operations or business of the other party hereto.

        6.3 FCC Consent.

                (a) The exchange of the KUWB Assets for the KUPX Assets as
contemplated by this Agreement is subject to obtaining the FCC Consent.

                (b) Within five (5) business days of the execution of this
Agreement, Roberts and Paxson will prepare and file with the FCC appropriate
applications for the KUWB FCC Consent and the KUPX FCC Consent. The parties
shall prosecute such applications with commercially reasonable diligence and
otherwise use their commercially reasonable efforts to obtain the grant of the
applications as expeditiously as practicable. Each party will promptly provide
to the other party a copy of any pleading, order or other document served on it
relating to such applications.

                (c) Each party agrees to comply with any condition imposed on it
by any FCC Consent, except that no party shall be required to comply with a
condition if (i) the condition was imposed on it as the result of a circumstance
the existence of which does not constitute a material breach by such party of
any of its representations, warranties or covenants under this Agreement and
(ii) compliance with the condition would have a material adverse effect upon it.
Roberts and Paxson shall oppose any petitions to deny or other objections filed
with respect to the applications for any FCC Consent and any requests for
reconsideration or review of any FCC Consent.

                (d) If the Closing shall not have occurred for any reason within
the original effective period of any FCC Consent, and neither party shall have
terminated this Agreement 


<PAGE>   29

                                     - 23 -


under Section 10.1, the parties shall jointly request an extension of the
effective period of such FCC Consent. No extension of the effective period of
any FCC Consent shall limit the exercise by either party of its right to
terminate this Agreement under Section 10.1.

        6.4 Control of the Stations. Prior to Closing, Paxson shall not,
directly or indirectly, control, supervise or direct, or attempt to control,
supervise or direct, the operations of KUWB; those operations, including
complete control and supervision of all KUWB's programs, employees and policies,
shall be the sole responsibility of Roberts, provided that Paxson shall have the
rights set forth in the KUWB Time Brokerage Agreement. Prior to Closing, Roberts
shall not, directly or indirectly, control, supervise or direct, or attempt to
control, supervise or direct, the operations of KUPX; those operations,
including complete control and supervision of all KUPX's programs, employees and
policies, shall be the sole responsibility of Paxson, provided that ACME shall
have the rights set forth in the KUPX Time Brokerage Agreement.

        6.5 Consummation of Agreement. Each of Roberts and Paxson shall use
commercially reasonable efforts to perform or fulfill all conditions and
obligations to be performed or fulfilled by it under this Agreement so that the
transactions contemplated hereby shall be consummated as expeditiously as
possible. If any event should occur, either within or outside the control of
Roberts or Paxson, that would materially delay or prevent fulfillment of the
conditions to the obligations of any party hereto to consummate the transactions
contemplated by this Agreement, Roberts and Paxson will use their respective
commercially reasonable efforts to cure or minimize the same as expeditiously as
possible. Roberts shall take all commercially reasonable efforts to obtain any
consent necessary to the assignment of the KUWB Assets, including an estoppel
certificate from the lessor under the KUWB Transmitter Lease and Paxson shall
take all commercially reasonable efforts to obtain any consents necessary to the
assignment of the KUPX Assets, in each case without any materially adverse
changes in the terms and conditions of such contracts.

        6.6 Public Announcements. Except as may be necessary for the
consummation of the transactions contemplated by this Agreement and except as
and to the extent required by law, including, without limitation, disclosure
requirements of federal or state securities laws and rules and regulations of
securities markets, Roberts and Paxson will consult with each other before
issuing any press release or otherwise making any public statements with respect
to the transactions contemplated by this Agreement, and neither shall issue any
such press release or make any such public statement that is not approved by the
other party hereto, which approval shall not be unreasonably withheld.


<PAGE>   30
                                     - 24 -


        6.7 Access to Books and Records. From and after the Closing, Roberts and
Paxson will allow each other full access to and right to copy documents
(including, but not limited to, records, files, financial information,
accounting records, and books of account, collectively, "Records") with respect
to the KUWB Assets or the KUPX Assets, as the case may be, in each case relating
to the period prior to the Closing.

        6.8 Confidentiality. Each of Roberts and Paxson agrees that all
information provided to the other (including employees, attorneys, accountants
and advisors) by such party will be treated as confidential by such other party,
and will not be used for any purpose other than in connection with the
transactions contemplated by this Agreement, except as may be required by law
(including federal or state securities laws and rules and regulations of
securities markets) or by court order. Confidential information shall not
include information which is in the public domain, which is generally known
within the industry, or which can be obtained through lawful methods not
involving a breach of this or any similar obligation of confidentiality. If this
Agreement is terminated, each party shall return to the other all confidential
information in its possession; provided, however, that any confidential
information retained by the recipient thereof, inadvertently or otherwise, shall
continue to be subject to the provisions of this Section 6.10, notwithstanding
the termination of this Agreement.

        6.9 Insurance. During the period from the date hereof until the Closing
Date, Roberts shall maintain in effect all policies of insurance currently in
effect with respect to the KUWB Assets, and Paxson shall maintain in effect all
policies of insurance currently in effect with respect to the KUPX Assets.

        6.10 Risk of Loss.

                (a) The risk of any loss, damage, impairment, confiscation, or
condemnation of any of the KUWB Assets from any cause whatsoever shall be borne
by Roberts at all times prior to the Closing, except for any loss, damage or
other impairment caused directly by the negligence or wilful misconduct of
Paxson under the KUWB Time Brokerage Agreement. If any damage or destruction of
the KUWB Assets or any other event occurs (not caused directly by the negligence
or wilful misconduct of Paxson under the KUWB Time Brokerage Agreement) which
(i) causes KUWB to cease broadcasting operations for a period of five or more
days or (ii) prevents in any material respect signal transmission by KUWB in the
normal and usual manner and Roberts fails to restore or replace the KUWB Assets
so that normal and usual transmission is resumed within fourteen days of the
damage, destruction or other event, Paxson, in its sole discretion, may (x)
terminate this Agreement forthwith without any further obligations hereunder
upon written notice to Roberts, or (y) proceed to consummate the transaction
contemplated by this Agreement and complete the restoration and replacement of


<PAGE>   31
                                     - 25 -


the KUWB Assets after the Closing Date, in which event Roberts shall deliver to
Paxson (or pay to Paxson an amount equal to) all insurance proceeds received by
Roberts in connection with such damage, destruction or other event and pay to
Paxson the deductible relating to the damage, destruction or other event.

                (b) The risk of any loss, damage, impairment, confiscation, or
condemnation of any of the KUPX Assets from any cause whatsoever shall be borne
by Paxson at all times prior to the Closing, except for any loss, damage or
other impairment caused directly by the negligence or willful misconduct of ACME
under the KUWB Time Brokerage Agreement. If any damage or destruction of the
KUPX Assets or any other event occurs (not caused directly by the negligence or
willful misconduct of ACME under the KUPX Time Brokerage Agreement) which, (i)
causes KUPX to cease broadcasting operations for a period of five or more days
or (ii) prevents in any material respect signal transmission by KUPX in the
normal and usual manner and Paxson fails to restore or replace the KUPX Assets
so that normal and usual transmission is resumed within fourteen days of the
damage, destruction or other event, Roberts, in its sole discretion, may (x)
terminate this Agreement forthwith without any further obligations hereunder
upon written notice to Paxson, or (y) proceed to consummate the transaction
contemplated by this Agreement and complete the restoration and replacement of
the KUPX Assets after the Closing Date, in which event Paxson shall deliver to
Roberts (or pay to Roberts an amount equal to) all insurance proceeds received
by Paxson in connection with such damage, destruction or other event and pay to
Roberts the deductible relating to the damage, destruction or other event.

        6.11 HSR Act Filing. Roberts and Paxson agree to (a) file, or cause to
be filed, with the DOJ and FTC all filings, if any, which are required in
connection with the transactions contemplated hereby under the HSR Act within
ten (10) business days of the date of this Agreement; (b) cooperate with each
other in connection with such HSR Act filings, which cooperation shall include
furnishing the other with any information or documents in such party's
possession that may be reasonably required in connection with such filings; (c)
promptly file such other information or documents as may be requested by the FTC
or DOJ after appropriate negotiation with the DOJ or FTC of the scope of such
request; (d) furnish each other with any correspondence from or to, and notify
each other of any other communications with, the FTC or DOJ which relates to the
transactions contemplated hereunder; and (e) to the extent practicable, permit
each other to participate in any conferences with the FTC or DOJ.

        6.12 Sales Tax Filings. Until the Closing, Roberts with respect to KUWB
and Paxson with respect to KUPX shall continue to file all Utah sales tax
returns of and to the extent such returns are required to be filed by applicable
law.


<PAGE>   32
                                     - 26 -


        6.13 Time Brokerage Agreement. On the date hereof, Paxson and Roberts
shall execute and deliver the KUWB Time Brokerage Agreement and Paxson and ACME
shall execute and deliver the KUPX Time Brokerage Agreement. Until the Closing,
Paxson and Roberts shall in all material respects comply with the terms of the
Time Brokerage Agreements and Roberts shall cause ACME to comply with the terms
of the KUPX Time Brokerage Agreement.

        6.14 Roberts Environmental Audits. Within thirty (30) days of the
execution of this Agreement, Roberts may complete, at its expense, a Phase I
environmental audit and, if Roberts deems it appropriate or necessary, a Phase 2
environmental audit of the KUPX Assets conducted by an environmental firm
licensed in the State of Utah (the "KUPX Environmental Audits"). If the KUPX
Environmental Audits reveal a condition of material noncompliance with any
environmental law, Roberts shall notify Paxson of such non-compliance within
thirty (30) days of the execution of this Agreement and Paxson shall cure or
remedy the condition of material noncompliance prior to Closing. Notwithstanding
the foregoing, if Paxson notifies Roberts within twenty (20) days of receipt of
the aforesaid notice from Roberts that Paxson is unwilling or unable to cure or
remediate the condition of material noncompliance prior to Closing, then Roberts
may within twenty (20) days of the aforesaid notice from Paxson elect to either
(a) accept the KUPX Assets in their then existing condition and deduct the
estimated amount necessary to cure or remediate the material noncompliance from
any monies to be paid to Paxson under Section 2.3 of this Agreement and/or the
KUPX Time Brokerage Agreement or (b) terminate this Agreement without further
liability.

        6.15 Paxson Environmental Audits. Within thirty (30) days of the
execution of this Agreement, Paxson may complete, at its expense, a Phase I
environmental audit and, if Paxson deems it appropriate or necessary, a Phase 2
environmental audit of the KUWB Assets conducted by an environmental firm
licensed in the State of Utah (the "KUWB Environmental Audits"). If the KUWB
Environmental Audits reveal a condition of material noncompliance with any
environmental law, Paxson shall notify Roberts of such noncompliance within
thirty (30) days of the execution of this Agreement and Roberts shall cure or
remedy the condition of material noncompliance prior to Closing. Notwithstanding
the foregoing, if Roberts notifies Paxson within twenty (20) days of receipt of
the aforesaid notice from Paxson that Roberts is unwilling or unable to cure or
remediate the condition of material noncompliance prior to Closing, then Paxson
may within twenty (20) days of the aforesaid notice from Roberts elect to either
(a) accept the KUWB Assets in their then existing condition and deduct the
estimated amount necessary to cure or remediate the material noncompliance from
any monies to be paid to Roberts under Section 2.3 of this Agreement and/or the
KUWB Time Brokerage Agreement or (b) terminate this Agreement without further
liability.


<PAGE>   33
                                     - 27 -


        6.16 Relocation. Paxson shall as soon as reasonably practicable relocate
KUPX's tower site to the site described in the KUPX Transmitter Lease.

        6.17 Call Signs. Paxson and Roberts shall use commercially reasonable
efforts to swap the call signs of the Stations immediately upon execution of
this Agreement so that KUPX will have the call signs KUWB and KUWB will have the
call signs KUPX. To the extent such swap is consummated prior to Closing, Paxson
shall assign at Closing to Roberts all of its rights, title and interest in and
to the call signs "KUWB" and Roberts shall assign at Closing to Paxson all of
its rights, title and interest in and to the call signs "KUPX."

        6.18 KUPX Tower Lease. At Closing, Roberts and Paxson shall enter into a
sublease in form and condition reasonably satisfactory to Roberts and Paxson
(the "Sublease") pursuant to which Roberts shall have the right to use jointly
with Paxson (i) sufficient space at the site described in the KUPX Transmitter
Lease to broadcast the analog frequencies of KUPX in accordance with the KUPX
FCC Licenses and (ii) the KUPX antenna and transmission line owned by Paxson to
broadcast the analog frequencies of KUPX in accordance with the KUPX FCC
Licenses. Roberts acknowledges that Paxson will be using the site described in
the KUPX Transmitter Lease and the KUPX antenna and transmission line for the
broadcast of the advanced television, high definition or digital signal that
Paxson is retaining pursuant to Section 2.1(b) of this Agreement. The Sublease
shall (i) be on terms and conditions substantially similar to the KUPX
Transmitter Lease, (ii) expire on the date on which Roberts is required to
return to the FCC the analog FCC licenses of KUPX, or such earlier date as
Roberts may elect in its sole discretion, (iii) provide that Roberts shall pay
Paxson rent equal to the rent payable by Paxson under the KUPX Transmitter Lease
for broadcast of the KUPX analog channel, (iv) provide that Roberts and Paxson
shall not improperly cause any cognizable interference or take any other action
that could cause any cognizable interference with their respective broadcasting
operations in violation of the KUPX Transmitter Lease, (v) provide that neither
Roberts nor Paxson shall take any action that could cause a breach or default
under the KUPX Transmitter Lease, and (vi) provide that the Sublease is
assignable to any acquiror of the FCC licenses of KUWB and for security purposes
to a lender of Roberts (or its parent entity) or the lender's designee. Paxson
and Roberts shall use commercially reasonable efforts to obtain the consent of
the landlord under the KUPX Transmitter Lease (the "KUPX Landlord") to the
Sublease, provided that the failure to obtain such consent shall not constitute
a breach by any party hereto of its covenants contained herein. If the KUPX
Landlord refuses to grant its consent to the Sublease, Roberts and Paxson shall
use commercially reasonable efforts to cause the KUPX Landlord to enter into a
new lease (the "New KUPX Lease") with Roberts on terms substantially similar to
the proposed Sublease for sufficient space at the site described in the KUPX
Transmitter Lease to broadcast the analog 


<PAGE>   34
                                     - 28 -


frequencies of KUPX in accordance with the KUPX FCC Licenses and Paxson shall
enter into a separate joint use agreement (the "Joint Use Agreement") with
Roberts authorizing Roberts to jointly use with Paxson for a fee of $1.00
annually the KUPX antenna and transmission line to broadcast the analog
frequencies of KUPX until such time as the FCC requires return of the analog
licenses. Prior to Closing, Roberts and Paxson shall use commercially reasonable
efforts to cause the KUPX Landlord to grant to Paxson and Roberts an additional
250 square feet in the transmitter building described in the KUPX Transmitter
Lease.

        6.19 KUWB Programming. Roberts hereby agrees that KUWB shall broadcast a
minimum of 18 hours per day of programming between the date hereof and July 1,
1998.

                                    ARTICLE 7
                    CONDITIONS TO THE OBLIGATIONS OF ROBERTS

        The obligations of Roberts to consummate the exchange of the KUWB Assets
for the KUPX Assets and to perform its other obligations hereunder to be
performed at or subsequent to the Closing shall be subject to the fulfillment at
or prior to the Closing of each of the following conditions, any one or more of
which may be waived by Roberts:

        7.1 Representations and Warranties. All representations and warranties
of Paxson contained herein shall be true and correct in all material respects on
the Closing Date as though such representations and warranties were made as of
such date, except for changes permitted or contemplated pursuant to this
Agreement.

        7.2 Covenants. Paxson shall have performed and complied in all material
respects with all covenants and agreements contained in this Agreement required
to be performed or complied with by it on or prior to the Closing Date.

        7.3 Certain Proceedings. No writ, order, decree or injunction of a court
of competent jurisdiction or Governmental Authority shall have been entered
against Paxson, Roberts or any of their respective affiliates that prohibits or
restricts the exchange of the KUWB Assets and the KUPX Assets contemplated
hereby. No proceeding shall be pending the effect of which could be to revoke,
cancel, fail to renew, respond or modify adversely any material KUPX License.

        7.4 Opinion of Counsel. Roberts shall have received the favorable
opinion of Dow, Lohnes & Albertson, PLLC, substantially in the form of Schedule
7.4 attached hereto, which opinion Roberts's lenders may rely on.


<PAGE>   35
                                     - 29 -


        7.5 Document Delivery. Paxson shall have delivered the following
documents, appropriately executed, to Roberts in form and substance reasonably
acceptable to Roberts and its counsel:

                (a) All documents required to be delivered to Roberts pursuant
to Section 3.2;

                (b) Certified copies of the resolutions of the Board of
Directors and sole shareholder of Paxson authorizing the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby;

                (c) A certificate of good standing for Paxson from the State of
Florida and a certificate of good standing for Paxson as a foreign corporation
from the State of Utah; and

                (d) A certificate duly executed by an officer of Paxson
certifying compliance by Paxson with the conditions set forth in Sections 7.1
and 7.2.

        7.6 No Material Adverse Change. Since the date of this Agreement, there
shall not have occurred any material adverse change in the KUPX Licenses, other
than changes resulting from matters affecting the television broadcasting
industry generally, or the KUPX Transmission Equipment or the KUPX Transmitter
Lease, except for any changes resulting from the negligence or willful
misconduct of ACME under the KUPX Time Brokerage Agreement.

        7.7 Consents. All Paxson Material Consents shall have been obtained and
delivered to Roberts, without any materially adverse change in the terms or
conditions of the related license, agreement or other instrument or obligation.

        7.8 KUPX FCC Consent. The KUPX FCC Consent shall have been granted
without imposition on Roberts of any material adverse conditions that need not
be complied with by Roberts under Section 6.3 and shall have become a Final
Order.

        7.9 KUWB FCC Consent. The KUWB FCC Consent shall have been granted
without imposition on Roberts of any material adverse conditions that need not
be complied with by Roberts under Section 6.3.

        7.10 HSR Act. The waiting period under the HSR Act, if any, shall have
expired without unresolved action by the DOJ or FTC to prevent the Closing.


<PAGE>   36
                                     - 30 -


        7.11 Time Brokerage Agreements. Paxson shall have complied in all
material respects with the Time Brokerage Agreements.

        7.12 Relocation. Paxson shall have relocated the KUPX tower site to the
site described in the KUPX Transmitter Lease.

        7.13 Retention of Digital Frequency. The FCC shall have approved the
retention by Roberts after the Closing of the frequency allocations issued by
the FCC with respect to KUWB for the transmission of advanced television, high
definition or digital broadcasts.

        7.14 KUPX Sublease Paxson and Roberts shall have entered into the
Sublease in form and condition reasonably satisfactory to Roberts or if the KUPX
Landlord does not consent to the Sublease, the KUPX Landlord and Roberts shall
have entered into the New KUPX Lease and Paxson and Roberts shall have entered
into the Joint Use Agreement, each in form and condition reasonably satisfactory
to Roberts. The KUPX Landlord shall have granted Paxson and Roberts an
additional 250 square feet in the transmitter building, or shall permit a
buildout of the transmitter building by Paxson and Roberts.


                                    ARTICLE 8
                     CONDITIONS TO THE OBLIGATIONS OF PAXSON

        The obligations of Paxson under this Agreement to consummate the
exchange of the KUPX Assets for the KUWB Assets and to perform its other
obligations hereunder to be performed at or subsequent to the Closing shall be
subject to the fulfillment at or prior to the Closing of each of the following
conditions, any one or more of which may be waived by Paxson:

        8.1 Representations and Warranties. All representations and warranties
of Roberts contained herein shall be true and correct in all material respects
on the Closing Date as though such representations and warranties were made as
of such date, except for changes permitted or contemplated pursuant to this
Agreement.

        8.2 Covenants. Roberts shall have performed and complied in all material
respects with all covenants and agreements contained in this Agreement required
to be performed or complied with by it on or prior to the Closing Date.

        8.3 Certain Proceedings. No writ, order, decree or injunction of a court
of competent jurisdiction or Governmental Authority shall have been entered
against Paxson, 


<PAGE>   37
                                     - 31 -


Roberts or any of their respective affiliates which prohibits or
restricts the exchange of the KUWB Assets and the KUPX Assets contemplated
hereby. No proceeding shall be pending the effect of which could be to revoke,
cancel, fail to renew, respond or modify adversely any material KUWB License.

        8.4 Opinion of Counsel. Paxson shall have received the favorable opinion
of Dickstein Shapiro Morris & Oshinsky, L.L.P. substantially in the form of
Schedule 8.4 attached hereto, which opinion Paxson's lenders may rely on.

        8.5 Document Delivery. Roberts shall have delivered the following
documents appropriately executed to Paxson in form and substance reasonably
acceptable to Paxson and its counsel:

                (a) All documents required to be delivered to Paxson pursuant to
Section 3.3;

                (b) Certified copies of the resolutions of the members of
Roberts authorizing the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby;

                (c) A certificate of good standing for Roberts from the State of
Delaware and a certificate of good standing for Roberts as a foreign limited
liability company from the State of Utah;

                (d) A certificate duly executed by an officer of Roberts
certifying compliance by Roberts with the conditions set forth in Sections 8.1
and 8.2; and

                (e) an estoppel certificate from the landlord under the KUWB
Transmitter Lease.

        8.6 No Material Adverse Change. Since the date of this Agreement, there
shall not have occurred any material adverse change in the KUWB Licenses, other
than changes resulting from matters affecting the television broadcasting
industry generally, or the KUWB Transmission Equipment or the KUWB Transmitter
Lease, except for any changes resulting from the negligence or wilful misconduct
of Paxson under the KUWB Time Brokerage Agreement.

        8.7 Consents. All Roberts Material Consents shall have been obtained and
delivered to Paxson, without any materially adverse change in the terms or
conditions of the related license, agreement or other instrument or obligation.


<PAGE>   38
                                     - 32 -


        8.8 KUWB FCC Consent. The KUWB FCC Consent shall have been granted
without imposition on Paxson of any material adverse conditions that need not be
complied with by Paxson under Section 6.3 and shall have become a Final Order.

        8.9 KUPX FCC Consent. The KUPX FCC Consent shall have been granted
without any imposition on Paxson of any material adverse conditions that need
not be complied with by Paxson under Section 6.3.

        8.10 Time Brokerage Agreements. Roberts and ACME shall have complied in
all material respects with the Time Brokerage Agreements.

        8.11 HSR Act. The waiting period under the HSR Act, if any, shall have
expired without unresolved action by the DOJ or FTC to prevent the Closing.

        8.12 Relocation. Paxson shall have relocated the KUPX tower site to the
site described in the KUPX Transmitter Lease.

        8.13 Retention of Digital Frequency. The FCC shall have approved the
retention by Paxson after the Closing of the frequency allocations issued by the
FCC with respect to KUPX for the transmission of advanced television, high
definition or digital broadcasts.

        8.14 KUWB Transmitter Lease. The KUWB Transmitter Lease shall have been
amended to provide that it shall automatically terminate on the date on which
the licensee of KUWB is required to return the analog FCC Licenses of KUWB to
the FCC. Such amendment shall be on terms and conditions reasonably satisfactory
to Paxson. The fee described in Section III(c) of the KUWB Transmitter Lease in
the amount of $125,000 shall have been paid in full by Roberts or waived in
writing by the landlord under the KUWB Transmitter Lease.

        8.15 KUPX Sublease. Paxson and Roberts shall have entered into the
Sublease in form and condition reasonably satisfactory to Paxson or if the KUPX
Landlord does not consent to the Sublease, the KUPX Landlord and Roberts shall
have entered into the New KUPX Lease and Paxson and Roberts shall have entered
into the Joint Use Agreement, each in form and condition reasonably satisfactory
to Paxson. The KUPX Landlord shall have granted Paxson and Roberts an additional
250 square feet in the transmitter building, or shall permit a buildout of the
transmitter building by Paxson and Roberts.


<PAGE>   39
                                     - 33 -


                                    ARTICLE 9
                                 INDEMNIFICATION

        9.1 Survival. The representations, warranties, covenants and agreements
of the parties contained in this Agreement shall survive the Closing for a
period of one (1) year after the Closing Date, except that (a) all covenants
required to be performed by any party after the Closing shall survive the
Closing until fully performed and (b) Roberts's obligations with respect to the
Assumed KUPX Liabilities shall survive until discharged and Paxson's obligations
with respect to the Assumed KUWB Liabilities shall survive until discharged. The
foregoing survival periods are collectively referred to herein as the "Indemnity
Period." No claim for indemnification, may be asserted after the expiration of
the Indemnity Period. Notwithstanding anything herein to the contrary, any
representation, warranty, covenant and agreement which is the subject of a Claim
which is asserted in writing prior to the expiration of the Indemnity Period
shall survive with respect to such Claim or any dispute with respect thereto
until the final resolution thereof.

        9.2 Indemnification. Each of Roberts and Paxson (the "Indemnifying
Party") agrees that on and after the Closing it shall indemnify and hold
harmless the other party (which shall include its Affiliates, officers,
directors, shareholders, employees, agents and other representatives) (the
"Indemnified Party") from and against any and all damages, claims, losses,
expenses, costs, obligations and liabilities, including without limitation
liabilities for all reasonable attorneys', accountants' and experts' fees and
expenses, including those incurred to enforce the terms of this Agreement or any
documents executed pursuant hereto (collectively, "Loss and Expense"), suffered,
directly or indirectly, by the Indemnified Party by reason of, or arising out
of:

                (a) any breach of a representation or warranty made by the
Indemnifying Party pursuant to this Agreement or any agreement contemplated
hereby or any failure by the Indemnifying Party to perform or fulfill any of its
covenants or agreements set forth in this Agreement or in any agreement
contemplated hereby;

                (b) any Legal Action or other Claim by any third party arising
from the business, ownership or operations of any of the Assets by the
Indemnifying Party prior to the Closing Date, except to the extent arising from
obligations or liabilities that have been assumed by the Indemnified Party
pursuant to this Agreement or except if caused directly by the negligence or
wilful act of the Indemnified Party or ACME under any Time Brokerage Agreement;


<PAGE>   40
                                     - 34 -


                (c) any failure by the Indemnifying Party to pay, perform or
discharge any and all liabilities of the Indemnified Party assumed by the
Indemnifying Party pursuant to the terms hereof or any failure by the
Indemnifying Party to pay, perform or discharge any and all liabilities of the
Indemnifying Party not assumed by the Indemnified Party pursuant to the terms
hereof; or

                (d) any failure by the Indemnifying Party to comply with the
provisions of any bulk sales or similar law applicable to the transfer of the
Assets as contemplated by this Agreement.

        9.3 Notice of Claims. If an Indemnified Party believes that it has
suffered or incurred any Loss and Expense, it shall notify the Indemnifying
Party promptly in writing, and in any event within the applicable time period
specified in Section 9.1, describing such Loss and Expense, all with reasonable
particularity and containing a reference to the provisions of this Agreement in
respect of which such Loss and Expense shall have occurred. If any Legal Action
is instituted by a third party with respect to which an Indemnified Party
intends to claim any liability or expense as Loss and Expense under this
Article, such Indemnified Party shall promptly notify the Indemnifying Party of
such Legal Action, but the failure to so notify the Indemnifying Party shall not
relieve such Indemnifying Party of its obligations under this Article, except to
the extent such failure to notify materially prejudices such Indemnifying
Party's ability to defend against such Claim.

        9.4 Defense of Third Party Claims. The Indemnifying Party shall have the
right to conduct and control, through counsel of its own choosing, reasonably
acceptable to the Indemnified Party, any third party Legal Action or other
Claim, but the Indemnified Party may, at its election, participate in the
defense thereof at its sole cost and expense; provided, however, that, if the
Indemnifying Party shall fail to defend any such Legal Action or other Claim
(including the assertion of any reasonable defense conveyed to the Indemnifying
Party by the Indemnified Party or its counsel), then the Indemnified Party may
defend, through counsel of its own choosing, reasonably satisfactory to the
Indemnifying Party, such Legal Action or other Claim, and (so long as it gives
the Indemnifying Party at least fifteen (15) days' notice of the terms of the
proposed settlement thereof and permits the Indemnifying Party to then undertake
the defense thereof) settle such Legal Action or other Claim and recover the
amount of such settlement or of any judgment and the reasonable costs and
expenses of such defense. The Indemnifying Party shall not compromise or settle
any such Legal Action or other Claim without the prior written consent of the
Indemnified Party, which consent shall not be unreasonably withheld, delayed or
conditioned.


<PAGE>   41
                                     - 35 -


        9.5 Exclusive Remedy. The indemnification provided in this Article shall
be the sole and exclusive post-Closing remedy available to either party against
the other party for any Claim under this Agreement.


                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

        10.1 Termination.

                (a) This Agreement may be terminated prior to Closing under one
or more of the following circumstances:

                        (i) at any time by mutual written consent of Roberts and
Paxson;

                        (ii) by either party, if the Closing hereunder has not
taken place on or before March 31, 1999, provided that the party seeking such
termination shall not then be in material breach under this Agreement;

                        (iii) by Roberts if all conditions set forth in Article
7 have not been satisfied or waived on or prior to the date scheduled for
Closing under Section 3.1, and Roberts is not in material breach under this
Agreement;

                        (iv) by Paxson if all conditions set forth in Article 8
have not been satisfied or waived on or prior to the date scheduled for Closing
under Section 3.1 and Paxson is not in material breach under this Agreement;

                        (v) by either party if the other party is in material
breach of any of its representations, warranties or covenants set forth in this
Agreement and such breach has not been cured within 10 business days following
notice thereof by the terminating party and the terminating party is not in
material breach under this Agreement;

                        (vi) by either party if the other party has failed to
repair, replace or restore damaged or lost Assets material to the operation of
KUPX or KUWB, as the case may be, within the time specified in Section 3.1
hereof; or

                        (vii) by either party under Section 6.10, 6.14 or 6.15.


<PAGE>   42
                                     - 36 -


                (b) (i) If this Agreement is terminated as provided herein:

                                (A) Neither party hereto nor any of their
directors, officers, shareholders, employees, agents or affiliates shall have
any liability or further obligation to the other party or any of its directors,
officers, shareholders, employers, agents or affiliates pursuant to this
Agreement except as stated in Section 10.1(b)(ii) hereof;

                                (B) All filings, applications and other
submissions relating to the transactions contemplated hereby shall, to the
extent practicable, be withdrawn from the agency or other person to which made;
and

                                (C) Roberts shall return any information
received by Roberts from Paxson and will cause all confidential information
obtained by Roberts from Paxson concerning KUPX to be treated as such, and
Paxson shall return any information received by Paxson from Roberts and will
cause all confidential information obtained by Paxson from Roberts concerning
KUWB to be treated as such.

                        (ii) Notwithstanding anything to the contrary contained
in this Agreement, if Roberts or Paxson is in material breach of its respective
representations, warranties or covenants under this Agreement, then and in that
event, the following provisions shall apply:

                                (A) In the event the parties hereto shall fail
to close this transaction due to Roberts's material breach of this Agreement,
then Paxson shall have the right to seek all remedies available to it as
provided hereunder or at law or in equity and to enforce its rights by an action
for specific performance.

                                (B) In the event the parties hereto shall fail
to close this transaction due to Paxson's material breach of this Agreement,
then Roberts shall have the right to seek all remedies available to it as
provided hereunder or at law or in equity and to enforce its rights by an action
for specific performance.

                                (C) If any action is brought by any party to
enforce this Agreement by specific performance, the party whose enforcement is
sought shall waive the defense that there is an adequate remedy at law because
of the respective unique nature of the KUPX and KUWB Assets. Nothing herein
contained shall be construed as prohibiting either party from pursuing any other
remedies available to it pursuant to the provisions of, and subject to the
limitations contained in, this Agreement for such breach or threatened breach.


<PAGE>   43
                                     - 37 -


        10.2 Expenses. Whether or not the transactions contemplated hereby are
consummated, except as otherwise specifically provided herein, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by the party incurring such costs and expenses;
provided, that Roberts and Paxson shall each pay one-half of all filing fees
required in connection with the applications for the FCC Consent and any filings
required under the HSR Act and of all transfer taxes required in connection with
the transfer of the Assets; and, provided further, that if any lawsuit is filed
to enforce a party's rights under this Agreement, the prevailing party shall be
reimbursed by the other party for all reasonable expenses incurred thereby,
including reasonable attorneys' fees.

        10.3 Amendment and Modification. This Agreement may be amended, modified
or supplemented only by written agreement of Roberts and Paxson.

        10.4 Waiver of Compliance; Consents. Except as otherwise provided in
this Agreement, any failure of any of the parties to comply with any obligation,
representation, warranty, covenant, agreement or condition herein may be waived
by the party entitled to the benefits thereof only by a written instrument
signed by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, representation, warranty, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given
in writing in a manner consistent with the requirements for a waiver of
compliance as set forth in this Section 10.4.

        10.5 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered personally or by facsimile
transmission (receipt confirmed telephonically), mailed by registered or
certified mail (return receipt requested), postage prepaid, or sent by
nationally recognized courier service to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):

                (a) If to Roberts:

                    Roberts Broadcasting of Salt Lake City, L.L.C.
                    c/o Douglas Gealy, President
                    ACME Television of Utah, LLC 10829 Olive Blvd.
                    St. Louis, MO 63141
                    Telecopy:      (314) 989-0616


<PAGE>   44
                                     - 38 -


                    with copies (which shall not constitute notice) to:

                    Dickstein Shapiro Morris & Oshinsky, L.L.P.
                    2101 L Street, N.W.
                    Washington, D.C.   20037-1526
                    Attention: Lewis J. Paper, Esquire
                    Telecopy: (202) 887-0689

                (b) If to Paxson:

                    Paxson Communications of Salt Lake City-30, Inc.
                    Paxson Salt Lake City License, Inc.
                    601 Clearwater Park Road
                    West Palm Beach, FL  33401
                    Attention:  Mr. Lowell W. Paxson
                    Telecopy:  (561) 655-9424

                    with copies (which shall not constitute notice) to:

                    Dow, Lohnes & Albertson, PLLC 
                    1200 New Hampshire Avenue, N.W. 
                    Suite 800
                    Washington, DC  20036
                    Attention:  John R. Feore, Jr., Esq.
                    Telecopy:  (202) 776-2222

        10.6 Assignment. Neither party may assign or transfer its rights,
interests or obligations under this Agreement without the prior written consent
of the other party, except either party may assign all or part of its rights,
interests and obligations under this Agreement to any Affiliate of such party;
provided, however, that (i) such assigning party shall remain liable to the
other party for the satisfactory performance of such assignee's obligations
under this Agreement and (ii) such assignment or delegation does not delay
receipt of any FCC Consent. Each party hereto may also assign its rights under
this Agreement to its senior lenders for collateral security purposes. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.


<PAGE>   45
                                     - 39 -


        10.7 Governing Law. This agreement shall be governed by the laws of the
State of Delaware (but not the laws pertaining to choice of law) as to all
matters, including but not limited to matters of validity, construction, effect,
performance and remedies.

        10.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

        10.9 Interpretation. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement.

        10.10 Entire Agreement. This Agreement, including the Exhibits and
Schedules hereto and the documents delivered pursuant to or referenced in this
Agreement embody the entire agreement and understanding of the parties hereto in
respect of the transactions contemplated by this Agreement. The Exhibits and
Schedules hereto are an integral part of this Agreement and are incorporated by
reference herein. There are no representations, warranties, covenants or
agreements made with respect to the KUWB Assets and the KUPX Assets, except as
expressly set forth in this Agreement and the Exhibits and Schedules hereto.
10.11 Severability. If any provision of this Agreement or the application
thereof to any Person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provision to
other Persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.

        10.12 Further Assurance. Subject to the terms and conditions of this
Agreement, each party to this Agreement will use commercially reasonable efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the exchange of assets contemplated by this
Agreement. From time to time after the Closing Date, without further
consideration, Roberts will, at its own expense, execute and deliver, or cause
to be executed and delivered, such documents to Paxson as Paxson may reasonably
request in order to more effectively vest in Paxson good title to the KUWB
Assets and more effectively consummate the exchange of the KUWB Assets and the
assumption of liabilities and obligations by Roberts pursuant to this Agreement.
From time to time after the Closing Date, without further consideration, Paxson
will, at its own expense, execute and deliver, or cause to be executed and
delivered, such documents to Roberts as Roberts may reasonably request in order
to more effectively vest in Roberts good title to the KUPX Assets and more
effectively consummate the exchange of the KUPX Assets and the assumption of
liabilities and obligations by Paxson pursuant to this Agreement.



<PAGE>   46
                                     - 40 -




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>   47

        IN WITNESS WHEREOF, Roberts and Paxson have caused this Asset Exchange
Agreement to be signed by their respective duly authorized representatives as of
the date first above written.

                                            PAXSON COMMUNICATIONS OF SALT LAKE
                                            CITY-30, INC.



                                            By: /s/ Lowell W. Paxson
                                               ---------------------------------
                                               Name : Lowell W. Paxson
                                               Title:


                                            PAXSON SALT LAKE CITY LICENSE, INC.



                                            By: /s/ Lowell W. Paxson
                                               ---------------------------------
                                               Name: Lowell W. Paxson
                                               Title:


                                            ROBERTS BROADCASTING OF SALT LAKE
                                            CITY, L.L.C.



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:
<PAGE>   48

                                                                    EXHIBIT 10.4


The Following Schedules and Exhibits have been intentionally omitted by the
Registrants.

                                LIST OF EXHIBITS

         Exhibit A                  KUPX Time Brokerage Agreement
         Exhibit B                  KUWB Time Brokerage Agreement


                                LIST OF SCHEDULES

         Schedule 4.3               KUWB Consents
         Schedule 4.4               KUWB  Litigation
         Schedule 4.5               KUWB Taxes
         Schedule 4.6               KUWB Transmission Equipment
         Schedule 4.8               KUWB Licenses
         Schedule 4.10              KUWB Insurance
         Schedule 5.3               KUPX Consents
         Schedule 5.4               KUPX  Litigation
         Schedule 5.5               KUPX Taxes
         Schedule 5.6               KUPX Transmission Equipment
         Schedule 5.8               KUPX Licenses
         Schedule 5.10              KUPX Insurance
         Schedule 6.1(a)            KUWB Liens
         Schedule 6.1(b)            KUPX Liens
         Schedule 7.4               Opinion of Paxson's Counsel
         Schedule 8.4               Opinion of Robert's Counsel


A copy of any omitted Schedule or Exhibit will be provided to the Securities and
Exchange Commission upon request.