<PAGE>   1
                                                                   EXHIBIT 10.12



                             CBS TELEVISION NETWORK

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

                            CBS Affiliate Relations
                             A Division of CBS Inc.

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

                             AFFILIATION AGREEMENT

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

CBS AFFILIATE RELATIONS, A Division of CBS Inc., 31 West 52 Street, New York,
New York 10019 ("CBS"), and BUFFALO MANAGEMENT ENTERPRISES CO., INC., 2007
Elmwood Avenue, Buffalo, New York 14207 ("Broadcaster"), licensed to operate
television station WIVA-TV at Buffalo, New York on channel number 4
("Affiliated Station"), hereby mutually covenant and agree, as of the 4th day
of December, 1992, as follow:

1.       Offer, Acceptance and Delivery of Network Programs.

Broadcaster shall have a "first call" on CBS network television programs
("Network Programs") as follows:

         (a)     Offer of Network Programs.

         CBS shall offer to Broadcaster for broadcasting by Affiliated Station
those Network Programs which are to be broadcast on a network basis by any
television broadcast station licensed to operate in Affiliated Station's
community of license.

         (b)     Acceptance of Network Programs.

         As to any offer described in Paragraph 1(a) of this Agreement,
Broadcaster may accept such offer only by notifying CBS's computer-based
communications system, of such acceptance within 72 hours (exclusive of
Saturdays, Sundays and holidays), or such longer period as CBS may specify
therein, after such offer; provided, however, that, if the first broadcast
referred to in such offer is scheduled to occur less than 72 hours after the
making of the offer, Broadcaster shall notify CBS of the acceptance or
rejection of such offer as promptly as possible and in any event prior to the
first broadcast time specified in such offer.  Such acceptance shall constitute
Broadcaster's agreement that Affiliated Station will broadcast such Network
Program or Programs in accordance with the terms of this Agreement and of
<PAGE>   2





such offer, and so long as Affiliated Station so broadcasts such Network
Program or Programs, CBS will not, subject to its rights in the program
material, authorize the broadcast thereof on a network basis by any other
television broadcast station licensed to operate in Affiliated Station's
community of license; provided, however, that CBS shall have the right to
authorize any television broadcast station, wherever licensed to operate, to
broadcast any Network Program consisting of an address by the President of the
United States of America on a subject o f public importance or consisting of
coverage of a matter of immediate national concern.  If, as to any Network
Program offered hereinunder, Broadcaster does not notify CBS as provided for in
this Paragraph 1(b), Broadcaster shall have no rights with respect to such
Network Program, and CBS may offer such Network Program on the same or
different terms to an other television broadcast station or stations licensed
to operate in Affiliated Station's community of license; provided, however,
that, if any Network Program offered hereunder is accepted, by Affiliated
Station, upon any other terms or conditions to which CBS agrees in writing,
then the provisions of this Agreement shall apply to the broadcast of such
Network Program except to the extent such provisions are expressly varied by
the terms and conditions of such acceptance as to agreed to by CBS.

         (c)     Delivery of Network Programs.

         Any obligation of CBS to furnish Network Programs for broadcasting by
Affiliated Station is subject to CBS's making of arrangements satisfactory to
it for the delivery of Network Programs to Affiliated Station.

2.       Payment to Broadcasters.

         (a)     Definitions.

                 (i) "Live Time Period" means the time period or periods
specified by CBS in its initial offer of a Network Program to Broadcaster for
the broadcast of such Network Program over Affiliated Station; (ii) "Affiliated
Station's Network Rate" shall be $4,217 and is used herein solely for purposes
of computing payments by CBS to Broadcaster; (iii) "Commercial Availability"
means a period of time made available by CBS during a Network Commercial
program for one or more Network Commercial Announcements or local cooperative
commercial announcements; and (iv) "Network Commercial Announcements" means a
commercial announcement broadcast over Affiliated Station during a Commercial
Availability and paid for by or on behalf of one or more CBS advertisers, but
does not include announcements consisting of billboards, credits, public
service announcements, promotional announcements and announcements required by
Law.





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         (b)     Payment for Broadcast of programs.

         For each Network Commercial Program or portion thereof, except those
specified in Paragraph 2(c) hereof, which is broadcast over Affiliated Station
during the Live Time Period therefor and the Live Time Period for which is set
forth in the table below; CBS shall pay Broadcaster the amount            from
multiplying the following:

         (i)     Affiliated Station's Network Rate; by

         (ii)    the percentage set forth below opposite such time period
(which, unless otherwise specified, is expressed in Affiliated Station's
then-current local time); by

         (iii)   the fraction of an hour substantially occupied by such program
or portion thereof; by

         (iv)    The fraction of the aggregate length of all Commercial
Availabilities during such program or portion thereof occupied by Network
Commercial Announcements.

                                     Table

<TABLE>
<CAPTION>
Monday through Friday
<S>                                                 <C>
        7:00 a.m. - 10:00 a.m.                      18.25%
                                                    
       10:00 a.m. - 11:00 a.m.                          7%
                                                    
       11:00 a.m. -  5:00 p.m.                         12%
                                                    
        5:00 p.m. -  6:00 p.m.                         15%
                                                    
        6:00 p.m. - 11:00 p.m.                         32%
                                                    
       11:00 p.m. - 12:00 p.m.                         15%
                                                    
Saturday                                            
                                                    
        8:00 a.m. - 9:00 a.m.                           7%
                                                    
        9:00 a.m. - 5:00 p.m.                          12%
                                                    
        5:00 p.m. - 6:00 p.m.                          15%
                                                    
        6:00 p.m. - 11:00 p.m.                         32%
                                                    
       11:00 p.m. - 12:00 p.m.                         15%
</TABLE>





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<PAGE>   4





<TABLE>
<CAPTION>
Sunday
      <S>                                           <C>
      11:30 a.m. -  5:00 p.m.                        12%
                                                    
       5:00 p.m. -  6:00 p.m.                        15%

       6:00 p.m. - 11:00 p.m.                        32%
                                                    
      11:00 p.m. - 12:00 p.m.                        15%
</TABLE>

For each Network Program or portion thereof, except those specified in
Paragraph 2(c) hereof, which is broadcast by Affiliated Station during a time
period other than the Live Time Period therefor and the Live Time period for
which is set for the in the table above, CBS shall pay Broadcaster as if
Affiliated Station had broadcast such program or portion thereof during such
Live Time Period; except that:

                 (i)      if the percentage set forth above opposite the time
                          period during which Affiliated Station broadcast such
                          program or portion thereof is less than that set
                          forth opposite such Live Time Period, then CBS shall
                          pay Broadcaster on the basis of the time period
                          during which Affiliated Station broadcast such
                          program or portion thereof; and

                 (ii)     if the time period or any portion thereof during
                          which Affiliated Station broadcast such program is
                          not set forth in the table above, than CBS shall pay
                          Broadcaster in accordance with Paragraph 2(c) hereof.

         (c)     Payment for Broadcast of Other Programs.

         For the following programs, the percentages listed below (rather than
those day part percentages set forth in the table in Paragraph 2(b)
hereinabove) shall be used in computing payment to Affiliated Station:





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<TABLE>
 <S>                                                <C>
 Monday - Friday Late Night Daypart                 21.4% per telecast for live
                                                    clearance or 16.4% per 
                                                    telecast for delayed 
                                                    clearance
                                                    
 Monday - Friday CBS EVENING NEWS                                            5%
                                                    
 CBS Sports programs                                                         0%
                                                    
 CBS SUNDAY MORNING and FACE THE NATION             
                                                                             8%
</TABLE>

         Notwithstanding the payment obligations set forth in Paragraph 2(b)
above,CBS shall pay Broadcaster such amounts as specified in CBS's program
offer for Network Programs broadcast by Affiliated Station consisting of (5)
special event programs (including, but not limited to, such programs as awards
programs, mini-series, movie specials, entertainment specials,
special-time-period broadcasts of regularly-scheduled series, and news specials
such as political conventions, election coverage, presidential inaugurations
and related events), (ii) paid political programming, and (iii) programs for
which CBS specified a Live Time period, or which Affiliated Station broadcast
during a time period, any portion of which is not set forth in the table above.

         (d)     Deduction.

         From the amounts otherwise payable to Broadcaster hereunder, there
shall be deducted, for each week of the term of this Agreement, a sum equal to
25% of Affiliated Station's Network Rate.

         (e)     Changes in Rate.

         CBS may reduce Affiliated Station's Network Rate in connection with a
re-evaluation and reduction of the Affiliated Station Network Rate of CBS's
affiliated stations in general, by giving Affiliated Station at least thirty-
days' prior notice of such reduction in Affiliated Station's Network Rate in
which event Broadcaster may terminate this Agreement, Affective as of the
effective date of any such reduction, on not less than fifteen-days' prior
notice to CBS.  In order to reflect differences in the importance of
compensation payments to stations in markets of varying size, the rise of any
general reduction of the Network Rate of CBS's affiliated stations pursuant to
this Paragraph 2(a) may vary to a reasonable degree according to each station's
market-size category (i.e., 1-50, 51-100, 101-150 or 131+).

         (f)     Time of Payment.





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         CBS shall make the payments hereunder reasonable, promptly after the
end of each four-week accounting period of CBS for Network Commercial Programs
broadcast during such accounting period.

         (g)     Reports.

         Broadcaster shall submit to CBS in the manner requested by CBS such
reports as CBS my reasonable request concerning the broadcasting of Network
Programs by Affiliated Station.

         3.      Term and Termination.

         (a)     Term.

                 The term of this Agreement shall be the period commencing on
July 11, 1993 and expiring on July 31, 1995; provided, however, that, unless
Broadcaster of CBS shall notify the other at least six months prior to the
expiration of the original period or any subsequent; two-year period that the
party giving such notice does not wish to have the term extended beyond such
period, the term of this Agreement shall be automatically extended upon the
expiration of the original period and each subsequent extension thereof for an
additional period of two years; and provided further that either party shall
have the right to terminate the term of this Agreement effective at any time by
giving notice of such termination to the other party at least six months prior
to the effective date of termination specified therein, Notwithstanding any
provision of any offer or acceptance under Paragraph 1 hereof, upon the
expiration or any termination of the term of this Agreement.  Broadcaster shall
have no right whatsoever to broadcast over Affiliated Station any Network
Program.

         (b)     Termination on Transfer of License or Interest in Broadcaster.

         Broadcaster shall notify CBS forthwith if any application is made to
the Federal Communications Commission relating to a transfer either of any
interest in Broadcaster or of Broadcaster's license for Affiliated Station.
CBS shall have the right to terminate this Agreement affective as of the
effective data of any such transfer (except a transfer within the provisions of
Section 73.3540(f) of the Federal Communications Commission's present Rules and
Regulations) by giving Broadcaster notice thereof within thirty days after the
date on which Broadcaster gives CBS notice of the making of such application.
If CBS does not so terminate this Agreement.  Broadcaster shall, prior to the
effective date of any such transfer of Broadcaster's license for Affiliated
Station, procure and deliver to CBS, in form satisfactory to CBS, the agreement
of the proposed transferees that, upon consummation of





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the transfer, the transferees will unconditionally assume and perform all
obligations of Broadcaster under this Agreement.  Upon delivery of said
agreement to CBS, in forms satisfactory to it, the provisions of this Agreement
applicable to Broadcaster shall, affective upon the date of such transfer, and
applicable to such transferees.  If Broadcaster does not so notify CBS or does
not so procure such agreement of the proposed transfers, then CBS shall have
the right to terminate the term of this Agreement effective upon giving
Broadcaster and the transferees notice thereof within thirty days after the
later of the effective date of such transfer and the date on which CBS first
learns of such application.

         (c)     Termination on Change of Transmitter Location, Power,
Frequency or Hours of Operation of Affiliated Station.

         Broadcaster shall notify CBS forthwith if application is made to the
Federal Communications Commission to modify the transmitter location, power or
frequency of Affiliated Station of Broadcaster plans to modify the hours of
operation of Affiliated Station.  CBS shall have the right to terminate this
Agreement, affective upon the effective date of such modification, by giving
Broadcaster notice thereof within thirty (30) days after the date on which
Broadcaster gives CBS notice of the application or plat for such modification.
If Broadcaster fails to notify CBS as required herein, then CBS shall have the
right to terminate this Agreement by giving Broadcaster thirty (30) days'
notice thereof within thirty (30) days of the date on which CBS first learns of
such application.

         (d)     Termination in the Event of Bankruptcy.

         Upon one (1) month's notice, CBS may terminate this Agreement if a
petition in bankruptcy is filed by or on behalf of Broadcaster, or Broadcaster
otherwise takes advantage of any insolvency law, or an involuntary petition in
bankruptcy is filed against Broadcaster and not dismissed within thirty (30)
days thereafter, or if a receiver or trustee of any of Broadcaster's property
is appointed at any time and such appointment is not vacated within thirty (30)
days thereafter (it being understood that Broadcaster will ave a similar right
of termination upon the occurrence of any such event with respect to CBS).

         (e)     Termination in the Event of Breach.

         Each party, affective upon notice to the other, may, in addition to
its other rights, terminate this Agreement if any material representation,
warranty or agreement of the other party contained in this Agreement has been
breached.





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<PAGE>   8





4.       Use of Network Programs.

         (a)     General.

         Broadcaster shall not broadcast any Network Programs ever Affiliated
Station unless such Network Program has first been offered by CBS to
Broadcaster for broadcasting over Affiliated Station and has been accepted by
Broadcaster in Accordance with this Agreement.  Except with the prior written
consent of CBS, Broadcaster shall neither sell any Network Program, in whole or
in part, or any time therein, for sponsorship, nor otherwise use Network
Programs except as specifically authorized in this Agreement or announcements
during any interval, within a Network Program, which is designated by CBS to
Affiliated Station as being for the sole purpose of making a station
identification announcement.  Broadcaster shall, with respect to each Network
program broadcast over Affiliated Station, broadcast such Network Program in
its entirety (including but not limited to commercial announcements,
billboards, credits, public service announcement, promotional announcements and
network identification), without interruption, alteration, compression,
deletion or addition of any kind, from the beginning of the Network Program to
the final system due at the conclusion of the Network Program.  Nothing herein
shall be construed as preventing Broadcaster's deletion of (i) part of a
Network Program in order to broadcast an emergency announcement or news
bulletin; (ii) a promotional announcement for a Network Program not to be
broadcast over Affiliated Station (provided that Affiliated Station shall
broadcast an alternative promotional announcement for CBS network programming
in place of the deleted promotional announcement); (iii) such words, phrases or
scenes as Broadcaster, in the reasonable exercise of its judgment, determined
it would not be in the public interest to broadcast over Affiliated Station;
provided, however, that Broadcaster shall not substitute for any material
delated pursuant to this clause (iii) any commercial or promotional
announcement of any kind whatsoever; and provided further that Broadcaster
shall notify CBS of every such deletion within 72 hours thereof.  Broadcaster
shall not, without CBS's prior written consent, authorize or permit any Network
Program, recording, or other material furnished by CBS to Broadcaster or
Affiliated Station as provided herein; provided, however, that the failure of
Broadcaster to prohibit or prevent the carrying of any such Network Program,
recording, or other material by one or more so-called community antenna
television  systems owned or controlled by Broadcaster (or by one or more
so-called community antenna television systems not authorized b Broadcaster to
carry any of the sums) shall not be deemed to be an authorization or permission
within the meaning of this sentence; and provided further that nothing included
in this sentence or elsewhere in this Agreement shall be, or be deemed to be, a
license to Broadcaster of, an undertaking by CBS nor to enforce against
Broadcaster, or a waiver of, any copyright or other rights in any Network
Program which, at the commencement of the term of this Agreement or at any
other time or





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times thereafter, CBS may have with respect to the carrying of such Network
Program over any community antenna television systems owned or controlled by
Broadcaster.

         (b)     Taped Recordings of Network Programs.

         When authorized to make a taped delayed broadcast of a Network
Program, Broadcaster shall this Broadcaster- owned tape to record the Network
Program when transmitted by CBS only for a single broadcast by Affiliated
Station and shall erase the Program recorded on the tape within 24 hours of
broadcasting the Network Program and observe any limitations which CBS may
place on the exploitation of the Network Program is recorded and erased.

5.       Rejection, Refusal, Substitution and Cancellation of Network Programs.

          (a)    Rights of Broadcaster and CBS.

         With respect to Network Programs offered to or already accepted
hereunder by Broadcaster, nothing in this Agreement shall be construed to
prevent or hinder:

                 (i)      Broadcaster from rejecting or refusing any such
                          Network Program which Broadcaster reasonably believes
                          to be unsatisfactory or unsuitable or contrary to the
                          public interest, or from substituting a program
                          which, in Broadcaster's opinion, is of greater local
                          or national importance; or

                 (ii)     CBS from substituting one or more other Network
                          Programs, in which event CBS shall offer such
                          substituted program or progress to Broadcaster
                          pursuant to the provisions of Paragraph 1 hereof; or

                 (iii)    CBS from canceling one or more Network Programs.

         (b)     Notice.

         In the event of any such rejection, refusal, substitution or
cancellation by either party herein, such party shall notify the other thereof
as soon as practicable by telex or by such computer-based communications system
as CBS may develop for notifications of this kind.  Notice given to CBS shall
be addressed to CBS Affiliates Relations.





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<PAGE>   10





6.       Disclosure of Information.

CBS shall endeavor in good faith, before furnishing any Network Program, to
disclose to Broadcaster information of which CBS has knowledge concerning the
inclusion of any matter in such Network Program for which any money, service or
other valuable consideration is directly or indirectly paid or promised to, or
charged or accepted by, CBS or any employee of CBS or any other person with
when CBS deals in connection with the production or preparation of such network
Program.  AS used in the Paragraph 6, the terms "service or other valuable
consideration" shall not include any service or property furnished without
charge or at a nominal charge for use in, or in connection with, any Network
program "unless it is so furnished in consideration for an identification in a
broadcast of any person, product, service, trademark, or brand name beyond an
identification which is reasonably related to the use of such service or
property on the broadcast," as such words are used in Section 317 of the
Communications Act of 1934 as amended.  The provisions of this Paragraph 6
requiring the disclosure of information shall to apply in any case where,
because of a waiver granted by the Federal Communications Commission, an
announcement is not required to be made under said Section 317.  The inclusion
in any such Network Program of an announcement required by said Section 317
shall constitute the disclosure to Broadcaster required by this Paragraph 6.

7.       Indemnification.

CBS will indemnify Broadcaster from and against any and all claims, damages,
liabilities, costs and expenses arising out of the broadcasting, pursuant to
this Agreement, of Network Programs furnished b CBS to the extent that such
claims, damages, liabilities, costs and expenses are (i) based upon alleged
libel, slander, defamation, invasion of the right of privacy, or violation or
infringement of copyright or literary or dramatic rights; (ii) based upon the
broadcasting of Network Programs as furnished by CBS, without any deletions by
Broadcaster; and (iii) not based upon any material added by Broadcaster to such
Network Programs (as to which deletions and added material Broadcaster shall,
to the like extent, indemnify CBS, all network advertisers, if any, on such
Network Program, and the advertising agencies of such advertisers).
Furthermore, each party will so indemnify the other only if such other party
gives the indemnifying party prompt notice of any claim or litigation to which
its indemnity applies; it being argued that the indemnifying party shall have
the right to assume the defense of any or all claims or litigation to which the
indemnity applies and that the indemnified party will cooperate fully with the
indemnifying party in such defense and in the settlement of such claim or
litigation.  Except as herein provided t the contrary, neither Broadcaster nor
CBS shall have any rights against the other party hereto for claims by third
persons or for the non-operation of facilities or the non-furnishing of





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Network Programs for broadcasting is such non-operation or non-furnishing is
due to failure of equipment, action or claims by any third person, labor
dispute or any cause beyond such party's reasonable control.

8.       News Reports Included in Affiliated Station's Local News Broadcasts.

         As provided in the agreements pertaining to CBS Newsnet and CBS
regional news cooperatives (but as a separate obligation of this Affiliation
Agreement as well).  Broadcaster shall make available, on request by CBS New,
coverage produced by Affiliated Station of news stories and breaking news
events of national and/or regional interest, to CBS News and to regional news
cooperatives operated by CBS News.  Affiliated Station shall be compensated at
CBS News' then- prevailing rates for material broadcast by CBS News or included
in the national Newsnet service.

9.       Non-Duplication of Network Programs.

         (a)     For purpose of this paragraph, a television station's "Network
Exclusivity Zone" shall mean as such of the station's area of Dominant
Influence ("ADI"), as defined by the than-current ADI cap of the Arbitron
Barings Company, as is included in the zone within thirty-five (35) miles of
the station's reference points, as defined by Section 73.658(a) of the FCC
rules, and, in the case of a "small market television station" as defined in
Section 76.92 of the FCC rules, also as such as is included in the additional
twenty (20) mile "secondary protection zone" specified in said Section 76.92.

         (b)     Broadcaster shall be entitled to exercise, within affiliated
Station's Network Exclusivity Zone, the protection against duplication of
network programming, as provided by Sections 76.92 through 7.97 of the FCC
rules, with respect to a Network Program during the Period beginning one (1)
day before and ending seven(7) days after the delivery of such Network Program
by CBS to Broadcaster; provided, however, that such right shall apply only to
Network Programs broadcast in the live time period as offered or on no more
than a one day delay as accepted by CBS; and provided further that nothing
herein shall be deemed to preclude CBS from granting to any other broadcast
television station licensed to any other community similar network
non-duplication rights within that station's Network Exclusivity Zone, and
Broadcaster's aforesaid right of network non-duplication shall not apply with
respect to the transmission of the programs of another CBS affiliates (current
or future) by a "community unit" as that term in defined by the rules of the
FCC, located (wholly or partially) within the area in which Broadcaster's
Network Exclusivity Zone overlaps the Network Exclusivity Zone of that other
CBS affiliate.





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<PAGE>   12





         (c)     Broadcaster's network non-duplication rights under this
paragraph shall be subject to cancellation by CBS on six (6) months written
notice to Broadcaster.  Any such cancellation by CBS shall not affect any of
the other rights and obligations of the parties under this Agreement.

10.      Assignment, Conveyance and Conditions for Use of Descramblers.

         (a)     For value received, CBS hereby conveys, transfers, and assigns
to Broadcaster, all of its rights, title and interest in and to the tangible
personal property consisting of two (2) Videocipher 13 Descramblers (the
"Descramblers") subject to the following conditions:

                 (i)              Broadcaster may not assign its rights in the
                                  Descramblers to any party without CBS's
                                  written approval.

                 (ii)             As the termination or expiration of this
                                  Agreement, Broadcaster's rights in the
                                  Descramblers shall cease and Broadcaster
                                  shall take appropriate steps to assign the
                                  Descramblers to CBS.

         (b)     Broadcaster shall use the Descramblers solely in connection
with the broadcast rights granted and specified in the Agreement.

         (c)     CBS makes no warranties whatsoever, either express or implied,
in respect of the equipment including, but not limited to, any warranties of
merchantability or fitness for a particular purpose.

         (d)     Broadcaster shall be solely responsible for any and all
installation and other related costs or charges in connection with the use and
installation of the Descramblers.  Broadcaster shall at all times use and
maintain the Descramblers as instructed by CBS and the manufacturer and shall
use its best efforts to assure that the Descramblers are kept in good condition
and that no tampering with the Descramblers or other breach of security, as
defined in subparagraph (g) below, occurs.  Broadcaster shall promptly notify
the CBS Satellite Management Center by telephone of any defect or failure in
the operation of the Descramblers and shall follow such procedures as are
established by CBS for the replacement or repair of the Descramblers.  CBS
shall be responsible for the cost of correcting any defect or of rectifying any
failure of the Descramblers to operate during the Term of the Agreement,
provided that Broadcaster shall be responsible for any costs associated with
its failure to follow the prescribed procedures.





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<PAGE>   13





         (e)     In addition to its rights under paragraph 7 of the Agreement,
CBS will not be liable for any damages resulting from the operation of the
Descramblers or from the failure of the Descramblers to function properly or,
any less, cost or damage to Broadcaster or others arising from defeats or
non-performance of the Descramblers.

         (f)     If Broadcaster makes any use of the Descramblers in violation
of the terms and conditions of this Agreement, said use shall be a material
breach of this Agreement.

         (g)     Should Broadcaster's willful acts or negligence result in any
breach in the security of the two Descramblers covered by thin Agreement, such
breach in the security of the two Descramblers covered by this Agreement, such
breach of security shall be a material breach of this Agreement.  Breach of
security shall include but not be limited to any shaft of all or part of the
Descramblers, any unauthorized reproduction of all or part of the Descramblers,
any unauthorized reproduction of the code involved in descrambling the
network-feed from CBS to Broadcaster, or any related misappropriation of the
physical property or intellectual property contained in the Descramblers.

11.      General.

         (a)     As of the beginning of the term hereof, this Agreement takes
the place of, and is substituted for, any and all television affiliation
agreements heretofore existing between Broadcaster and CBS concerning
Affiliated Station, subject only to the fulfillment of any obligations
thereunder relating to events occurring prior to the beginning of the term
hereof.  This Agreement cannot be changed or terminated orally and no waiver by
either Broadcaster or CBS of any breach of any provision hereof shall be or be
deemed to be a waiver of any preceding or subsequent breach of the same or any
other provisions of this Agreement.

         (b)     The obligations of Broadcaster and CBS under this Agreement
are subject to all applicable federal, state and local law, rules and
regulations (including but not limited to the Communications Act of 1954 as
amended and the Rules and Regulations of the Federal Communications Commission)
and this Agreement and all matters or issues collateral thereto shall be
governed by the law of the State of New York applicable to contracts performed
entirely therein.

         (c)     Neither Broadcaster nor CBS shall be or be deemed to be or
hold itself out as the agent of the other under this Agreement.

         (d)     Unless specified otherwise, all notices given hereunder shall
be given in writing, by personal delivery, mail, telegram, telex system or
private wire at the respective





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addresses of Broadcaster and CBS set forth above, unless either party at any
time or times designates another address for itself by notifying the other
party thereof by certified mail, in which case all notices to such party shall
thereafter be given at its most recently so designated address.  Notice given
by mail shall be deemed given on the date of mailing thereof with postage
prepaid.  Notice given by telegram shall be deemed given on delivery of such
telegram to a telegram office with charges therefor prepaid or to be billed to
the sender thereof.  Notice given by private wire shall be deemed given on the
sending thereof.

         (e)     The titles of the paragraphs in this Agreement are for
convenience only and shall not in any way affect the interpretation of this
Agreement.

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



BUFFALO MANAGEMENT                           CBS AFFILIATE
ENTERPRISES CO., INC.                        RELATIONS A Division of CBS Inc.
                                             
                                             
                                             
By                                           By                               
    ----------------------------                ------------------------------
                                             
                                             



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