(PAGE)                   CLOSING AGREEMENT

     THIS CLOSING AGREEMENT is entered into as of January 21,
1997, by and among S&E Network, Inc. ("S&E"), Paxson
Communications of San Juan, Inc. ("Buyer"), Paxson Communications
Corporation ("PCC"), Equus Gaming Company L.P. ("Equus") and
Housing Development Associates S.E. ("HDA").

                            RECITALS

     A.   The parties hereto are parties to a Stock Purchase
Agreement dated as of November 12, 1996 as amended by that
certain Amendment to Stock Purchase Agreement of even date
herewith (the "Purchase Agreement") pursuant to which Buyer has
agreed to purchase from HDA on the date hereof fifty percent
(50%) of the issued and outstanding shares of the common stock of
S&E on the terms and conditions set forth therein.

     B.   The Purchase Agreement provides for HDA and S&E to
enter into a certain form of Broadcast Agreement (the "Broadcast
Agreement") which permits HDA to assign to El Comandante
Operating Company, Inc. ("ECOC") HDA's rights to televise a
certain horse racing program produced by ECOC.

     C.   Under section 6.8 of the Purchase Agreement, HDA is
required to cause ECOC to terminate that certain Broadcast
Agreement dated as of February 1, 1996 by and between ECOC and
S&E (the "Existing Broadcast Agreement") and ECOC, to date, has
declined to terminate the Existing Broadcast Agreement (the "ECOC
Refusal").

     D.   The Puerto Rico Racing Board (the "Racing Board") has
issued an order dated as of December 30, 1996 and attached hereto
as Exhibit 1 (the "Racing Board Order") by which the Racing Board
purports to consent to the sale of the S&E shares to Buyer
subject to certain conditions including that certain amendments
be made to the Broadcast Agreement.

     E.   HDA has advised Buyer that in the opinion of HDA's
Puerto Rico counsel the Racing Board Order is invalid and
unenforceable; however, delaying consummation of the transactions
contemplated by the Purchase Agreement (the "Closing") while
challenging the Racing Board Order would be disruptive to the
parties' respective businesses.

     F.   Accordingly, to avoid delaying the Closing, the parties
desire to provide for certain respective obligations as set forth
herein.
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                           AGREEMENTS

     In consideration of the above and the covenants and
agreements herein and in the Purchase Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

     1.   Agreement to Close.  Notwithstanding the ECOC Refusal
and the pendency of the Racing Board Order and the effect of
these matters on any conditions to Closing under the Purchase
Agreement, Buyer, PCC and HDA agree to complete the Closing as of
the date hereof and to otherwise consummate the transactions
contemplated by the Purchase Agreement in accordance with the
terms of the Purchase Agreement.  Except as otherwise expressly
provided in this Closing Agreement, Buyer, PCC and HDA hereby
waive, forever release and covenant not to sue one another with
respect to, any claim (including, but not limited to, any claim
for breach of the Purchase Agreement) arising from or related to
the Racing Board Order and the ECOC Refusal.

     2.   Suspension of Broadcast Agreement.  Notwithstanding the
execution and delivery by HDA, PCC and S&E of the Broadcast
Agreement, the parties' rights and obligations under the
Broadcast Agreement are hereby suspended until such time as the
Existing Broadcast Agreement is terminated.  Immediately at such
time, the parties' rights and obligations under the Broadcast
Agreement will be restored automatically as if such rights and
obligations commenced as of the date hereof and were never
suspended.  Upon any termination of the Existing Broadcast
Agreement, S&E and PCC shall have no obligations to ECOC other
than, to the extent assigned by HDA to ECOC, obligations that
would exist under the Broadcast Agreement assuming no suspension
of it in accordance with this section 2.

     3.   Indemnity Agreements.

          (a) HDA and Equus hereby agree to indemnify and hold
harmless S&E, Buyer and PCC from any obligations, liabilities,
damages, claims, losses, proceedings, expenses and costs,
including reasonable attorneys' fees and expenses (collectively,
"Losses") incurred by S&E, Buyer and/or PCC (including, but not
limited to, Losses arising from claims asserted by third parties)
resulting from (i) any violation or alleged violation of the
Racing Board Order or any breach by S&E of the Existing Broadcast
Agreement, or (ii) any violation or alleged violation of any
prior order of the Racing Board arising from consummation of the
transactions contemplated by the Purchase Agreement, or (iii) any
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violation or alleged violation of any subsequent order of the
Racing Board issued within 18 months of the date hereof arising
from consummation of the transactions contemplated by the
Purchase Agreement or relating to the Existing Purchase
Agreement, or (iv) the performance by S&E, Buyer or PCC of any
obligations or alleged obligations imposed by the Racing Board
Order that are not required to be performed by S&E or PCC by the
terms of the Broadcast Agreement, or (v) any untrue
representation, breach of warranty or non-fulfillment of any
covenant by HDA or Equus contained herein; provided, however that
HDA and Equus shall have no liability to S&E, Buyer or PCC to the
extent that any Losses of PCC, S&E or Buyer are attributable to
any breach by S&E or PCC of their respective obligations under
the Broadcast Agreement disregarding Section 2 of this Agreement.

          (b) The procedure for any indemnification provided in
this Closing Agreement shall be governed by Section 10.4 of the
Purchase Agreement which shall be incorporated herein by
reference except that the words "Section 10.2 and 10.3" appearing
in Section 10.4(e) of the Purchase Agreement shall be deleted and
the words "this Section 3" shall be substituted in lieu thereof.

          (c) If any action is brought against PCC, S&E or Buyer
by any person claiming any breach by PCC or S&E of the Broadcast
Agreement (or breach of the Existing Broadcast Agreement in a
manner that would also state a claim for breach of the Broadcast
Agreement if it were not suspended under Section 2 hereof), PCC,
Buyer and S&E agree that none of them shall assert as a defense
to such action their rights or HDA's and Equus' obligations under
subsections (a) or (b) of this Section 3.

     4.   IRS Escrow.  Notwithstanding any other provision of the
Purchase Agreement, at Closing, Buyer shall deliver $700,000 of
the Purchase Price to First Union Bank of Florida, as escrow
agent, pursuant to an Indemnification Escrow Agreement in
substantially the form attached hereto as Exhibit 2.  The
escrowed funds shall bear interest for the account of HDA.
Promptly upon delivery by HDA to Buyer of evidence reasonably
satisfactory to Buyer that HDA has recorded in the appropriate
local filing office in Puerto Rico one or more IRS certificates
of discharge reflecting the discharge of liens identified on
Schedule 1 attached hereto (the "Release Certificate"), Buyer and
HDA shall promptly direct the escrow agent to release the
escrowed funds and accrued interest to HDA.  In the event that
funds remain in escrow at such time as Buyer intends to sell
substantially all of the assets or stock of S&E in a bona fide
transaction to a third party, Buyer shall deliver notice to HDA
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at least 45 days prior to closing of such proposed sale (a "Sale
Notice").  If Buyer does not receive the Release Certificate
within 15 days following delivery of the Sale Notice, Buyer may
seek to obtain the Release Certificate and receive reimbursement
of its expenses from the escrowed funds.

     5.   Representations and Warranties.  HDA and Equus jointly
and severally represent, warrant and covenant to S&E, Buyer and
PCC as follows:

          (a)  The execution, delivery and performance of this
Agreement by HDA and Equus have been duly authorized by all
necessary partnership actions on the part of HDA and Equus.

          (b)  This Agreement has been duly executed and
delivered by HDA and Equus and constitutes the legal, valid and
binding obligation of HDA and Equus, enforceable in accordance
with its terms except as the enforceability of this Agreement may
be affected by bankruptcy, insolvency or similar laws affecting
creditors' rights generally.

          (c)  The execution, delivery and performance by HDA and
Equus of this Agreement (with or without the giving of notice,
the lapse of time, or both): (i) do not require the consent of
any third party; (ii) do not conflict with any provision of the
Partnership Agreements of HDA or Equus; (iii) do not conflict
with, result in a breach of, or constitute a default under any
applicable law, judgment, order, ordinance, injunction, decree,
rule, regulation or ruling of any court or governmental
instrumentality; and (iv) do not conflict with, constitute
grounds for termination of or result in a breach of, constitute a
default under, or accelerate or permit the acceleration of any
performance required by the terms of any Material Contract (as
defined in the Purchase Agreement).

     6.   Reliance.  HDA and Equus acknowledge that S&E, Buyer
and PCC's agreement to complete the Closing as of the date hereof
and to otherwise consummate the transactions contemplated by the
Purchase Agreement in accordance with the terms of the Purchase
Agreement is based on S&E, Buyer and PCC's good faith reliance
upon the legality, validity, binding effect and enforceability of
each agreement of HDA and Equus set forth in this Agreement.  If
any action is brought by S&E, Buyer or PCC to enforce this
Agreement, HDA and Equus agree to waive any defense relating in
any way to the legality, validity, binding effect or
enforceability of this Agreement.

(PAGE)
     7.   Appeal.  HDA shall determine in its sole discretion the
manner in which it may oppose the validity and enforceability of
the Racing Board Order through administrative and/or judicial
appeals or other actions.  Such opposition shall be at HDA's sole
cost and expense and HDA shall indemnify S&E, Buyer and PCC for
all costs or expenses incurred by S&E, Buyer or PCC, including
reasonable attorneys' fees and expenses, if and to the extent
S&E, Buyer or PCC are required to participate in such appeals.
HDA will not, without the prior written consent of Buyer, consent
to the entry of any judgment or enter into any settlement with
the Racing Board if such judgment or settlement imposes or could
reasonably be expected to impose any obligation or liability on
S&E, Buyer or PCC not otherwise existing as an obligation of S&E,
Buyer or PCC under the Broadcast Agreement.  Upon the request of
Buyer, HDA shall cause its counsel to promptly provide to Buyer
copies of all memoranda, correspondence, pleadings and other
documents prepared by such counsel in connection with any
administrative and/or judicial appeal or other action taken by
HDA in opposing the validity and enforceability of the Racing
Board Order, provided that HDA may redact any portions of such
documents the disclosure of which would waive any attorney/client
privilege of HDA.

     8.   Governing Law.  This Agreement shall be governed,
construed and enforced in accordance with the laws of the State
of Florida (without regard to the choice of law provisions
thereof).

     9.   Counterparts.  This Agreement may be signed in
counterparts with the same effect as if the signature on each
counterpart were upon the same instrument,

     10.  Beneficiaries.  This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their
respective successors and assigns.  This Agreement may not be
assigned or transferred by HDA or Equus without the prior written
consent of Buyer.  This Agreement may not be assigned or
transferred by S&E, Buyer or PCC without the prior written
consent of HDA; provided, however, that S&E, Buyer and/or PCC
may, without the prior written consent of HDA, assign or transfer
their rights and interests hereunder to one or more parties that
acquire the stock of S&E or all or substantially all of the
assets of the Stations (as defined in the Purchase Agreement).

     11.  Notices.  All notices, demands, and requests required
or permitted to be given under the provisions of this Agreement
shall be in writing and shall be addressed as follows:
(PAGE)
If to Buyer, S&E or PCC: Paxson Communications of San Juan, Inc.
                         601 Clearwater Park Road
                         West Palm Beach, FL  33401
                         Attn:  Mr. Lowell W. Paxson

with copies (which shall      John R. Feore, Jr., Esq.
not constitute notice) to:    Dow, Lohnes & Albertson
                              1200 New Hampshire Ave., N.W.
                              Suite 800
                              Washington, D.C.  20036

If to HDA or Equus:           Equus Management Company
                              650 Munoz Rivera Ave., 7th Floor
                              Hato Rey
                              Puerto Rico  00918
                              Attention:  President

with a copy (which shall      W. Andrew Jack, Esq.
not constitute notice) to:    Covington & Burling
                              1201 Pennsylvania Avenue, N.W.
                              Washington, D.C.  20044-7566

or to any other or additional persons and addresses as the
parties may from time to time designate in a writing delivered in
accordance with this Section 10.  A notice mailed by registered
or certified mail, postage prepaid and return receipt requested,
shall be deemed to have been duly delivered and received on the
date of receipt shown on the return receipt.

     12.  Entire Agreement.  This Agreement and the Purchase
Agreement, together with all other documents to be delivered or
previously delivered by the parties pursuant hereto or thereto,
collectively represent the entire understanding and agreement
among the parties with respect to the subject matter of this
Agreement.  This Agreement supersedes all prior negotiations
among the parties and cannot be amended, supplemented, or changed
except by an agreement in writing that makes specific reference
to this Agreement and that is signed by the party against which
enforcement of any such amendment, supplement, or modification is
sought.

     14.  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
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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 12.

     14.  Delivery of Opinion.  On or prior to February 1, 1997
counsel to PCC shall deliver to HDA its opinion as to the
enforceability against and binding effect on PCC of the Closing
Agreement, Purchase Agreement and Broadcast Agreement in form and
substance reasonably satisfactory to counsel to HDA.

































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

                    PAXSON COMMUNICATIONS OF SAN JUAN, INC.



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



                    PAXSON COMMUNICATIONS CORPORATION



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


                    S & E NETWORK INC.


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


                    HOUSING DEVELOPMENT ASSOCIATES S.E.


                    By:  Equus Gaming Company, L.P.
                         its managing partner

                         By:  Equus Management Company,
                              its managing general partner

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

(PAGE)
                    EQUUS GAMING COMPANY, L.P.


                         By:  Equus Management Company,
                              its managing general partner

                              By:  Donald G. Blakeman
                                   --------------------------
                                    Name: Donald G. Blakeman
                                    Title: President