(PAGE)                BROADCAST AGREEMENT

          THIS AGREEMENT is entered into this 21st day of
January, 1997, among S&E NETWORK INC. ("S&E"), licensee of
Stations WSJN-TV, San Juan, Puerto Rico, WKPV(TV), Ponce,
Puerto Rico and WJWN-TV, San Sebastian, Puerto Rico ("the
Stations"), HOUSING DEVELOPMENT ASSOCIATES S.E. ("HDA"), and
PAXSON COMMUNICATIONS CORPORATION ("Paxson") and constitutes
the term and conditions by which HDA will provide certain
programming for broadcast on the Stations.
                     TERMS AND CONDITIONS
          1.   Description of Programming.  HDA shall provide
to S&E, at HDA's sole expense, up to four (4) hours, every
Monday, Wednesday, Thursday, Friday and Sunday, of programming
(the "Programming") for broadcast on the Stations.  HDA may
adjust this schedule provided that all hours selected for
broadcast represent no more than 1040 hours annually.  The
Programming shall be professionally produced, of high quality
and appeal, and shall consist of programs that feature horse
racing and race-related information or such other programming
not incompatible with S&E's general programming criteria.
          2.   Payment.  In consideration of the rights to
broadcast the Programming, HDA shall pay to S&E $725 per hour
net for each hour of broadcast time, with a minimum of 910
hours per year totalling $659,750.00.  During the Initial Term
(as defined below), HDA shall be required to purchase and pay
for the minimum number of hours specified in the preceding
sentence.  Until December 31, 2011, this rate per hour shall
increase or decrease annually consistent with the annual
percentage changes in the Consumer Price Index For Wage
Earners 1967-100 issued and published by the Bureau of Labor
Statistics of the Commonwealth of Puerto Rico Department of
Labor ("CPI").  After December 31, 2011 this rate per hour
shall be the lower of the (i) pre-December 31, 2011 rate with
continued CPI adjustments, or (ii) lowest current rate on the
Stations for the same time period on other days of the week on
which the Programming is not broadcast.  Hours after 7 p.m.
shall be available until (i) December 31, 2011, at the rate of
Nine Hundred Dollars ($900) per hour adjusted annually by the
percentage changes in CPI, and (ii) after December 31, 2011,
at the lowest current rate on the Stations for the same time
period on other days of the week.  Additional hours may be
acquired by HDA with thirty days prior written notice to S&E
at the lower of (i) the rates set forth above or (ii) the
lowest current rate on the Stations for the same time period
conditions.  HDA shall be responsible for all production
expenses associated with this programming on the Stations and
shall have the right to sell commercial advertising within
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such programming and retain all revenues generated thereby.
S&E shall bill HDA on a monthly basis and HDA shall make the
payments to S&E required by this Agreement on a monthly basis
within 10 days of the end of each month.
          3.   Representations and Warranties.  HDA represents
and warrants that all material included in the Programming,
including but not limited to script material, films,
videotapes, audiotapes, music, and still photographs, shall be
original works of authorship and will be free of any liability
or limitation on ownership.  HDA shall be responsible for
clearing all rights (except music performance rights) to
material owned by third parties included in the Programming,
and for obtaining all necessary releases from individuals
appearing in the Programming.
          4.   Term.  The initial term of this Agreement shall
commence on January 21, 1997 and shall expire on December 31,
2006 (the "Initial Term").  The Initial Term shall be
automatically extended for successive five (5) year periods
(each an "Extended Term") unless HDA notifies S&E in writing
of its intention not to renew the term at least six (6) months
prior to the expiration of the Initial Term or any subsequent
Extended Term.  S&E may not terminate this Agreement during
the Initial Term, except pursuant to Section 5(b).  S&E may
terminate this Agreement during any Extended Term, in
accordance with the provisions of either Section 5(b) or
Section 6.  All conditions of ownership and copyright and all
representations and warranties in this Agreement shall survive
its expiration or termination.
          5.   Remedies Upon Breach.
               (a)  Injunctive Relief.  S&E agrees that a
breach of this Agreement during the Initial Term will cause
irreparable harm to HDA.  In the event of any breach of this
Agreement during the Initial Term, S&E agrees that, in
addition to its other remedies (except as otherwise provided
in Section 6), HDA shall be authorized and entitled to obtain
from any court of competent jurisdiction injunctive relief,
whether preliminary or permanent.
               (b)  Termination.  In the event either party
shall breach, default or fail to perform any material term or
condition of this Agreement (other than as a result of a Force
Majeure Event under Section 13), and shall fail to cure the
same within ten (10) days after receipt of written notice from
the aggrieved party, the aggrieved party, so long as it is not
in material breach or default of this Agreement, may, in
addition to any other remedies (except as otherwise provided
in Section 6), elect to terminate this Agreement by written
notice thereof to the breaching party.
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          6.   Remedies Upon Termination.  In the event that
S&E elects to terminate this Agreement after expiration of the
Initial Term (other than pursuant to Section 5(b)) or HDA
terminates this Agreement pursuant to Section 5(b), S&E shall
pay HDA a termination fee in the amount of Two Million Dollars
($2,000,000) adjusted annually by the annual percentage change
in CPI, the payment of which termination fee, if HDA elects to
receive such fee, shall be the sole and exclusive remedy
available to HDA upon such termination.
          7.   Compliance.  HDA warrants that the Programming
shall comply with the Communications Act of 1934, as amended,
all applicable rules and regulations of the Federal
Communications Commission, and all other state and federal
laws pertaining to the production, duplication, distribution
and broadcast of programs.  HDA shall refrain from accepting
any compensation, gift or gratuity whatsoever (regardless of
value or form) if such compensation, gift or gratuity is
received directly or indirectly, under any express or implied
agreement, understanding or authorization, affecting in any
way the content of the Programming, in a manner contrary to
the Communications Act of 1934, as amended, or the rules and
regulations of the Federal Communications Commission.
          8.   Guaranty by Paxson.  In consideration of the
execution and delivery of this Agreement by HDA, Paxson agrees
as follows:
               (a)  Paxson hereby guarantees the full,
complete and timely performance by S&E of each and every
obligation of S&E under this Agreement.  If any default shall
be made by S&E in the performance of any of such obligation,
then Paxson will itself perform or cause to be performed such
obligation upon receipt of notice from HDA specifying in
summary form the default;
               (b)  Paxson waives presentment, protest, demand
or action in respect of any of the obligations of S&E under
this Agreement and Paxson waives all notices of
nonperformance, notices of protest, notices of dishonor and
notices of acceptance of this guaranty; and
               (c)  this guaranty shall be deemed a continuing
guaranty, and the above consents and waivers of Paxson shall
remain in full force and effect until the satisfaction in full
of all obligations of S&E under this Agreement.
          9.   Prohibition of Assignment.  Neither party shall
assign this Agreement, or any of its rights or obligations
under the Agreement, without the express prior written consent
of the other party provided that HDA may assign its rights and
obligations under this Agreement to El Comandante Operating
Company, Inc. or to any successor operator of the El
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Comandante Race Track.  Notwithstanding such assignment, HDA
shall remain liable during the Initial Term to purchase and
pay for the minimum number of broadcast hours required under
Section 2 hereof to the extent that such hours are not
purchased by HDA's assignee.  All claims and conditions of
this Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of the parties.
          10.  No Joint Venture.  The parties do not intend to
create a joint venture by this Agreement, and neither S&E nor
HDA shall represent to any third party that it is the other's
agent for any purposes whatsoever in connection with the
Programming or any derivative works thereof.
          11.  Independent Contractor.  HDA is an independent
contractor under this Agreement, and shall not, under any
circumstances or for any purposes, be entitled to any
compensation or benefits of an employee of S&E, including but
not limited to medical, disability or retirement insurance or
benefits.
          12.  Notice.  Notice under this Agreement shall be
in writing, sent via hand delivery or first-class mail, and
shall be effective upon receipt by personal delivery or at the
addresses below, or at such other address as may be designated
in writing by either party:

     To S&E:             S&E Network Inc.
                         El Comandante Race Track
                         Canonvanas, Puerto Rico  00729

     To HDA:             Housing Development Associates S.E.
                         650 Munoz Rivera Avenue, 7th Floor
                         Hato Rey
                         Puerto Rico  00918

Notice must be provided to HDA notwithstanding any assignment
made by HDA pursuant to Section 9 of this Agreement.
          13.  Force Majeure.  Any failure or impairment of
the Stations' facilities, any delay or interruption in the
broadcast of programs, any inability to conduct racing at El
Comandante race track, or failure at any time to furnish
broadcast facilities or programming, in whole or in part, due
to Acts of God, strikes, lockouts, material or labor
restrictions by any governmental authority, civil riot, floods
and any other cause not reasonably within the control of S&E
or HDA (a "Force Majeure Event"), shall not constitute a
breach of this Agreement and any party shall be relieved from
liability to the other party to the extent that any failure to
perform is caused by any Force Majeure Event.
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          14.  Entire Agreement.  This document contains the
entire agreement and understanding between the parties
relating to the Programming, supersedes all prior agreements
between them, whether written or oral, relating to this
subject, and may be altered or amended only by written
instrument executed by both of them.
          15.  Waivers and Amendments.  Any amendment or
supplementation of this Agreement or any waiver of any term or
condition hereof shall be effective only if in writing.  A
waiver of any breach of any of the terms or conditions of this
Agreement shall not in any way be construed as a waiver of any
subsequent breach.
          16.  Severability.  In the event that any one or
more of the provisions contained in this Agreement shall be
determined to be invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and
the remaining provisions of this Agreement shall not, at the
election of the party for whom the benefit of the provision
exists, be in any way impaired.
          17.  Counterparts.  This Agreement may be executed
in one or more counterparts, all of which together shall
constitute one and the same instrument.
          18.  Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the
Commonwealth of Puerto Rico, without regard to the conflict-
of-laws rules thereof.




















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          IN WITNESS WHEREOF, the parties have executed this
Agreement on the date written above.

S&E NETWORK INC.



/s/ William L. Watson
-------------------------------------
Name: William L. Watson
Title: Secretary


HOUSING DEVELOPMENT ASSOCIATES S.E.



/s/ Donald G. Blakeman
-------------------------------------
Name: Donald G. Blakeman
Title: President


PAXSON COMMUNICATIONS CORPORATION



/s/ William L. Watson
-------------------------------------
Name: William L. Watson
Title: Assistant Secretary