March 17, 1997



                    PRIMARY TELEVISION AFFILIATION AGREEMENT
                    ----------------------------------------




River City Broadcasting, L.P./Chesapeake Television, Inc.
Asheville, NC


TELEVISION STATION:  WLOS - Asheville, NC


Gentlemen:

The following  shall  constitute  the agreement  between  American  Broadcasting
Companies,  Inc. ("ABC" or "we") and Chesapeake  Television,  Inc.  ("you"),  in
order that WLOS may  continue  to serve the  public  interest,  convenience  and
necessity.  It is acknowledged  that River City  Broadcasting,  L.P. ("RCB") has
assigned all of its rights,  obligations and liabilities under this Agreement to
Chesapeake  Television,  Inc.  ("CTI"),  a  wholly-owned  subsidiary of Sinclair
Communications,  Inc.,  and that RCB is  signing  this  Agreement  solely at the
request  of  ABC,  and  because  River  City  License  Partnership  ("RCLP"),  a
subsidiary  of RCB, is the  licensee of WLOS,  Asheville,  North  Carolina.  RCB
agrees  that it and  RCLP  shall  not  interfere  with  the  performance  of the
obligations of CTI hereunder.  ABC hereby  consent to such  assignment,  and ABC
acknowledges and agrees that RCB is responsible for all rights,  obligations and
liabilities  under this Agreement arising prior to May 31, 1996, and that RCB is
released  from all rights,  obligations  and  liabilities  under this  Agreement
relating the period or arising  after May 31, 1996.  We and you hereby  mutually
agree  upon the  following  plan of network  cooperation  which  shall  replace,
effective September 8, 1994, the affiliation agreement between WLOS-TV, Inc. and
us dated April 13, 1990,  and  subsequently  assigned to RCB effective  June 20,
1994, and subsequently assigned by RCB to you, as amended:


I.    NETWORK AFFILIATION AND PROGRAM SERVICE
      ---------------------------------------
<PAGE>


                                       2

         A. PRIMARY AFFILIATION.  You agree to serve as our primary affiliate to
broadcast Network Television Programs, in the community to which your station is
licensed by the Federal Communications Commission, subject to the conditions and
limitations  set forth herein.  As used in this  Agreement,  Network  Television
Programs  means all television  programs which are part of the network  schedule
for the then current September to September  television  season,  broadcast on a
national  television basis and in the time period established for such broadcast
by ABC. (Network Television Programs will also be referred to herein as "network
programs," "television programs," "programs" or "programming" or in the singular
of such terms.)

         B. FIRST CALL RIGHTS. To enable you to serve as our primary  affiliate,
we agree  to  offer  you  first  call on the  right  to  broadcast  all  Network
Television Programs,  in the time period established by ABC for their broadcast,
in the community to which your station is licensed by the Federal Communications
Commission ("First Call Rights"),  for reception by the general public in places
to which no admission is charged.  Notwithstanding the foregoing, ABC shall have
the right to authorize any television  broadcasting  station,  regardless of the
community  to  which  it is  licensed  by the  FCC,  to  broadcast  any  network
presentation  of a  subject  we deem to be of  immediate  national  significance
including, but not limited to, a Presidential address.

         1.       You agree  that,  within 15 days of the date of our offer of a
                  First Call Right to a regularly scheduled network program, you
                  will advise us of your  acceptance  (if  requested to do so by
                  the terms of our  offer) or  rejection.  With  respect  to any
                  network program not regularly scheduled, you will advise us of
                  your  acceptance  or  rejection  of our offer of a First  Call
                  Right within 72 hours  (exclusive  of  Saturdays,  Sundays and
                  holidays)  after such offer has been received at your station.
                  However,  if the first  broadcast  referred to in our offer is
                  scheduled  to occur within less than 15 days after the date of
                  our offer with respect to regularly scheduled network programs
                  or less than 72 hours  after our  offer has been  received  at
                  your station with  respect to network  programs not  regularly
                  scheduled, you shall notify us of your acceptance or rejection
                  of such offer as promptly as  possible,  but in no event after
                  the first


<PAGE>


                                       3

                  broadcast time  specified in such offer.  Acceptance by you of
                  our  offer  of  a  First  Call  Right  shall  constitute  your
                  agreement to broadcast  subject  network program in accordance
                  with the terms of this  Agreement  and of our offer to you. As
                  an ABC  primary  affiliate,  you are  obligated  to accept the
                  substantial  majority of the ABC network  programs  offered to
                  you. Your failure to do so shall  constitute a material breach
                  of this  Agreement  entitling  ABC,  in  addition to all other
                  remedies,  to terminate  this  Agreement on fourteen (14) days
                  written notice to you.

         2.       You will be offered "First Call Rights" with respect to:

                  a. Network Sponsored Programs.  "Network sponsored  programs",
                  as used in this Agreement, shall mean those Network Television
                  Programs  which contain one or more  commercial  announcements
                  paid  for  by  or  on  behalf  of  one  or  more  ABC  Network
                  advertisers.

                  You agree to  broadcast  network  sponsored  programs in their
                  entirety,  including but not limited to the network commercial
                  announcements    ordered    for    your    station,    network
                  identifications,   program  promotional   material  or  credit
                  announcements  contained  in such  programs  which you accept,
                  without  interruption  or  deletion  or  addition of any kind.
                  Notwithstanding  the foregoing,  you may substitute  other ABC
                  Network   promotional   announcements   in  lieu  of   program
                  promotional  material  which is  inaccurate  as it pertains to
                  your  station.  It  is  also  understood  that  no  commercial
                  announcement,   promotional  announcement  or  public  service
                  announcement  will be  broadcast  by you during  any  interval
                  within a network  program  designated  by ABC as being for the
                  sole purpose of making a station identification announcement.

                  b. Network Sustaining, Cooperative and Spot Carrier Programs.
                     ---------------------------------------------------------

                           i) We  will  from  time  to time  offer  you  live or
                           recorded Network  Television  Programs  identified as
                           sustaining  programs,  cooperative  programs  or spot
                           carrier programs. Except as set forth below in


<PAGE>

The  information  marked  below with * and [ ] has been  omitted  pursuant  to a
request for  confidential  treatment.  The omitted portions have been separately
filed with the Commission.




                                      4

                           subparagraphs  (ii) and (iii), you agree to broadcast
                           such  programs  which you  accept  in their  entirety
                           without  interruption  or deletion or addition of any
                           kind.

                           ii) The  network  sustaining  programs  which  we may
                           offer  to you may  not,  without  our  prior  written
                           consent,  be  sold  by your  station  for  commercial
                           sponsorship    or    interrupted    for    commercial
                           announcements  or used  for any  purpose  other  than
                           sustaining broadcasting.

                           iii) You may carry the  cooperative  or spot  carrier
                           programs  on the  same  basis as  regular  sustaining
                           programs  or  you  may  offer  them  for   commercial
                           sponsorship on terms and  conditions  specified by us
                           at the time such programs are offered to you.

         C. PROGRAM DELIVERY.  By means satisfactory to us, we will arrange,  at
our own expense, for programs to be delivered to your station.

II.      TERM
         ----

         This agreement shall become  effective at 3:00 AM, NYT, on the [*   
                    ] and shall  continue until 3:00 AM, NYT, on the [*      
          ] 2004.

III. NETWORK STATION COMPENSATION
     ----------------------------

         Your  compensation  will be  determined  by the  formula  set  forth in
Schedule A attached hereto and made a part hereof.

         A. Your network station rate, the table of daypart  percentages and the
network weekly  deduction set forth in Schedule A  (respectively,  the "Original
Network  Station  Rate," the "Original  Percentages"  and the "Original  Network
Deduction")  shall be used to  calculate  your  compensation  provided  that the
following conditions are satisfied:

         1. Your  station  will  maintain  the same level of  clearances  of ABC
         network programs as it did in the [*        ] television


<PAGE>

The  information  marked  below with * and [ ] has been  omitted  pursuant  to a
request for  confidential  treatment.  The omitted portions have been separately
filed with the Commission.



                                       5

         season [*                                                        
                                      ]

         2. Your station's  preemption  levels for network  programming will not
         exceed [*                ] half-hours for any calendar year of the term
         of this Agreement or any pro rata portion thereof.

         3.[*                                                                  ]

         B. 1.  If you  fail to  satisfy  any of the  conditions  set  forth  in
paragraph A of this Section, and we give you written notice of such failure, you
shall have ninety (90) days from  receipt of such notice to return to  complying
fully with such  conditions.  If at the end of such ninety (90) day period,  you
fail to return to  complying  fully with such  conditions,  in  addition  to the
remedy  set out in  paragraph  C of this  Section,  we will  have  the  right to
reevaluate  and  change  (a)  your  station's  network  station  rate,  (b)  the
percentages set forth in the Table in Schedule A, or (c) your station's  network
weekly  deduction,  by notice to you in writing to such effect. If the effect of
such  changes,  alone or in  combination  with any other  previous such changes,
would be to decrease your annual  network  compensation  under Schedule A, using
the Original  Network  Station Rate, the Original  Percentages  and the Original
Network  Deduction,  by more than 25%, you may, if you so elect,  terminate this
Agreement by giving us prior written  notification  within  forty-five (45) days
after the date of our notice to you,  provided that such termination will not be
effective  less than one hundred twenty (120) days after your notice is received
by us.




<PAGE>


                                        6

                  2. If after your  compensation  has been reduced in accordance
with paragraph B(1) of this Section,  you thereafter  return to complying  fully
with all of the  conditions  set  forth in  paragraph  A of this  Section,  your
compensation  will (subject to the rights  reserved to us under  paragraphs B(1)
and C of this Section) be calculated by using the Original Network Station Rate,
the Original Percentages and the Original Network Deduction.

         C. If you fail at any time to satisfy any of the  conditions  set forth
in paragraph A of this Section,  and we give you written notice of such failure,
you  shall  have  ninety  (90)  days from  receipt  of such  notice to return to
complying  fully with such  conditions.  If by the end of such  ninety  (90) day
period,  you fail to return to complying  fully with such  conditions,  we shall
have the right, in our sole  discretion,  in addition to the remedy set forth in
paragraph B of this Section,  to terminate  this Agreement upon no less than two
hundred seventy (270) days written notice to you.

IV. NETWORK NON-DUPLICATION PROTECTION
    ----------------------------------

         You shall be entitled to network non-duplication protection provided as
and to the extent set forth in Rider One to this  Agreement,  which is  attached
hereto and made a part hereof.

V. CUT-IN ANNOUNCEMENTS AND LOCAL TAG SERVICES
   -------------------------------------------

         A. CUT-IN ANNOUNCEMENTS.  "Cut-In Announcements", as used herein, shall
mean the substitution of a special commercial in place of a regularly  scheduled
network commercial.

         1. Upon at least  twenty-four  (24) hours'  notice,  you shall,  at our
         request,  furnish such  personnel  and equipment as may be necessary to
         (a) broadcast  cut-in  announcements  from your station  alone,  or (b)
         originate from your station cut-in  announcements  to one or more other
         stations, without regard to whether or not your station is requested to
         broadcast  said  cut-in   announcement(s).   Notwithstanding   anything
         contained  in this  Agreement,  you may  refuse to  broadcast  any such
         cut-in  announcement in the community to which your station is licensed
         by the  FCC if,  in your  opinion,  it is not in the  public  interest,
         convenience  or  necessity,  but you shall  nevertheless  furnish  such
         personnel and equipment as may be


<PAGE>


                                       7

         necessary to originate such cut-in announcement(s) from your station to
         one or more other stations.

         2. Cut-in  announcements  shall be broadcast only when authorized by us
         and then only in accordance with the instructions furnished to you. You
         will be  supplied,  as  promptly as  possible,  with the  material  and
         instructions for these announcements.

         3. We may cancel any order for cut-in  announcements  without liability
         on our  part,  provided  we do so upon not less than  twenty-four  (24)
         hours' notice to you,  failing which, we will pay you the  compensation
         you  would  have  received  if the  announcement(s)  had  continued  as
         scheduled for twenty-four  (24) hours following  receipt by you of such
         notice of cancellation.

         4.  For  each  program  during  which  such  cut-in  announcements  are
         included,  we shall pay you in accordance with the applicable table set
         forth in Schedule B hereto and hereby made a part hereof.

         B. LOCAL TAG SERVICES. "Local Tag Announcements", as used herein, shall
mean a visual commercial  announcement,  made by you on behalf of a local dealer
of a network  advertiser,  not  exceeding  ten seconds of a  one-minute  network
commercial  announcement or five seconds of a thirty-second  network  commercial
announcement  projected by means of a slide and not utilizing  more than two (2)
slides.

         1. Upon at least  twenty-four  (24) hours'  notice,  you shall,  at our
         request,  furnish such  personnel  and equipment as may be necessary to
         broadcast "local tag announcements."

         2. Local tag  announcements  shall be broadcast in accordance  with our
         instructions.  The network  advertiser  shall supply to you or purchase
         from you, as  promptly as  possible,  the  slide(s)  for each local tag
         announcement.  Local tag announcements shall not be accompanied by oral
         announcements  unless the network advertiser shall make direct requests
         of you therefor and shall have assumed sole  responsibility for payment
         of such oral announcements.


<PAGE>


                                       8

         3.  We may  cancel  any  order  for  local  tag  announcements  without
         liability on our part provided we do so upon not less than  twenty-four
         (24)  hours'  notice  to  you,  failing  which  we  will  pay  you  the
         compensation  you would have received if the local tag  announcement(s)
         had continued as scheduled for twenty-four (24) hours following receipt
         by you of such notice of cancellation.

         4. For each  local  tag  announcement  which  you  broadcast,  we shall
         compensate  you in accordance  with the  applicable  table set forth in
         Schedule B hereto and hereby made a part hereof.

VI.   GENERAL
      -------

         A. We may at any time, upon notice to you, substitute for any scheduled
network  program  another  network  program,  except that if such other  network
program  in our  judgment  involves  a  special  event  of  public  interest  or
importance,  no such notice is required. No compensation will be paid to you for
the  scheduled  program or for the  substitute  program  unless such  substitute
program is a network  sponsored  program in which event you shall be compensated
in accordance with the terms or formula,  whichever is applicable,  set forth in
Schedule A hereof.

         B. Nothing contained in this Agreement shall be construed to prevent or
hinder us, at any time upon notice to you as soon as practicable, from canceling
one or more network programs,  whether  sponsored or sustaining,  in which event
you shall  receive  no  compensation  for any such  canceled  network  sponsored
program(s).

         C. With  respect  to  network  programs  offered  or  already  accepted
pursuant to this  Agreement,  nothing  herein  contained  shall be  construed to
prevent or hinder you from exercising  your rights under Federal  Communications
Commission rules to:

         a) reject or refuse network programs which you reasonably believe to be
         unsatisfactory, unsuitable or contrary to the public interest; or

         b)  substitute  a  program,  which in your good  faith  opinion,  is of
         greater local or national importance.

We shall not compensate you for any such program you have refused


<PAGE>


                                       9
or  rejected  or for which you have  substituted  a program  which is of greater
local  or  national  importance.  With  respect  to  programs  already  accepted
hereunder,  you shall give us prompt  notice of any such  refusal,  rejection or
substitution  no later  than  fourteen  (14) days  prior to the air date of such
programming, except where the nature of the substitute program makes such notice
impracticable (e.g.,  coverage of breaking news or other unscheduled events), in
which case you agree to give us as much  advance  notice as  possible  under the
circumstances.  Such notice  shall  include a  statement  of the  reason(s)  you
believe that a rejected or refused network program is unsatisfactory, unsuitable
or contrary to the public  interest,  and/or  that a  substituted  program is of
greater local or national importance.

         In addition to all other remedies, we shall have the right, upon thirty
(30) days'  notice,  to  terminate  your  "First  Call  Rights" on any series of
Network programs already accepted  hereunder and withdraw all future episodes of
that series if one or more  individual  program  episode(s) is pre-empted by you
for any reason other than those set forth in (a) and (b) above.

         We shall  also have the  right,  upon  thirty  (30)  days'  notice,  to
terminate  your "First Call Rights"  concerning  any series of Network  programs
already accepted hereunder and to withdraw all future episodes of that series if
three  or  more  individual  program  episodes  are  pre-empted  by  you  in any
thirteen-week  period,  whether or not such pre-emptions are for the reasons set
forth  in (a) and (b)  above.  Such  thirteen-week  periods  shall  be  measured
consecutively from the first broadcast date of the program series in question.

         We reserve the right not to offer you the "First  Call  Rights" for the
next  broadcast  season on any  series of  Network  program  as to which we have
terminated your "First Call Rights" and withdrawn future episodes of that series
pursuant to this  Paragraph and which has been placed by ABC on another  station
serving your market.

         D. You will submit to us in writing, upon forms provided by us for that
purpose, such reports covering network programs broadcast by your station as ABC
may request  from time to time.  To verify your  carriage of network  commercial
announcements,  identifications and program promotional material, we may require
delivery by you, within five (5) days of our request, copies of


<PAGE>

The  information  marked  below with * and [ ] has been  omitted  pursuant  to a
request for  confidential  treatment.  The omitted portions have been separately
filed with the Commission.



                                       10
your official station logs, air checks or broadcast tapes.

         E. Neither you nor we shall incur any  liability  hereunder  because of
our  failure to  deliver,  or your  failure  to  broadcast,  any or all  network
programs due to:

         (a)      failure of facilities

         (b)      labor disputes, or

         (c)      causes  beyond the  control of the party so failing to deliver
                  or broadcast.

         F. You  agree  to  notify  us of any  application  made to the  Federal
Communications  Commission to modify your station's transmitter location, power,
frequency  or hours of  operation  within  ten (10)  days of the  filing of such
application.  In the event that the transmitter  location,  power,  frequency or
hours of  operation of your station are changed at any time so that your station
is of  substantially  less value to us as a network  outlet than it is as of the
effective date of this  agreement,  including but not limited to, as a result of
material  additional  overlap of your  station's  broadcast  signal with that of
another ABC  affiliate,  we will have the right to terminate this Agreement upon
thirty (30) days' advance written notice.

         G. Except upon our prior  written  consent,  which consent shall not be
unreasonably withheld, you agree that your station will not enter into any local
marketing  or  time  brokerage  agreement  whereby  another  television  station
supplies  programming to your station [*                                    
                                                   

                     
                                                                          


                                                             ] If you enter into
such an agreement in violation of this section VI(G), we shall have the right to
terminate this Agreement upon fourteen (14) day's notice to you.


<PAGE>

The  information  marked  below with * and [ ] has been  omitted  pursuant  to a
request for  confidential  treatment.  The omitted portions have been separately
filed with the Commission.



                                       11

         H.  Unless  we  exercise  our  right of  termination  set forth in this
paragraph, this Agreement shall be binding on any assignee or transferee of your
station's  license.  You agree not to assign or to transfer any of the rights or
privileges  granted to you under this  Agreement  to any person or entity [*


                              ]  without our prior consent in writing.  You also
agree that if any application is made to the Federal  Communications  Commission
pertaining to an  assignment  or a transfer of control of your  license,  or any
interest  therein,  you shall notify us in writing  immediately of the filing of
such application.  Except as to assignments or transfers of control comprehended
by Section 73.3540(f) of the Rules and Regulations of the Federal Communications
Commission[*

                                                         ]  we  shall  have  the
unilateral right to terminate this Agreement  effective as of the effective date
of any  assignment  or transfer of control  (voluntary or  involuntary)  of your
license or any  interest  therein,  provided  ABC shall have given you notice in
writing of such  termination  within thirty (30) days after we have been advised
that such application for assignment or transfer has been filed with the Federal
Communications  Commission.  If you  fail  to  notify  us of the  assignment  or
transfer  of control of your  station's  license,  we shall have the  unilateral
right, as a non-exclusive remedy, to terminate this Agreement within thirty (30)
days of receiving notice of said assignment or transfer or control.

         You agree that you shall not  consummate  any assignment or transfer of
control of your  station's  license until you have procured and delivered to us,
in form  satisfactory  to us, the  acknowledgment  of the  proposed  assignee or
transferee  that, upon  consummation of the assignment or transfer of control of
your station's license,  the assignee or transferee will assume and perform this
Agreement in its entirety without limitation of any kind. You agree that in view
of the uniqueness of the plan of network cooperation set forth in this Agreement
and the fact that money damages  would be  inadequate to compensate  ABC for the
breach of your  obligations  hereunder,  in addition to all other remedies,  ABC
shall be entitled to obtain  equitable  relief to enforce  the  obligations  set
forth in this paragraph.




<PAGE>


                                       12

         I. Your  rights  under  this  Agreement  are  limited to the First Call
Rights to Network  Television  Programs pursuant to the terms herein.  You agree
not to authorize, cause, permit or enable the use of any program which we supply
to you herein for any purpose other than  broadcasting by your station  pursuant
to the terms  herein,  in the community to which your station is licensed by the
Federal Communications Commission, for reception by the general public in places
to which no admission is charged.  You agree when you are  authorized  to tape a
program for  subsequent  broadcast that the recording will be broadcast not more
than once in its  entirety  and will be erased  within six (6) hours of use. All
rights not  specifically  granted to you by this Agreement  shall be retained by
ABC.

         J. Except with our prior written consent and except upon such terms and
conditions as we may impose, you agree not to authorize, cause, permit or enable
anything to be done whereby a recording on film,  tape or otherwise is made or a
recording is broadcast,  of a program which has been, or is being,  broadcast on
our network,  or a  rebroadcast  is made of the broadcast  transmission  of your
station during any hours when your station is broadcasting a program provided by
ABC.

         K. With respect to any and all  promotional  material  issued by you or
under your direction or control,  you agree to abide by any and all restrictions
of which we advise  you  pertaining  to the  promotion  of a network  program(s)
scheduled  to be  broadcast  by you in your  community,  including,  but without
limitation,  on-the-air  promotion,  billboards,  and newspaper or other printed
advertisements, announcements or promotions.

         L. You agree to maintain for your  television  station  such  licenses,
including  performing  rights licenses as now are or hereafter may be in general
use by television  broadcasting  stations and necessary for you to broadcast the
television  programs which we furnish to you hereunder.  We will clear all music
in the  repertory  of ASCAP  and of BMI used in our  network  programs,  thereby
licensing the broadcasting of such music in such programs over your station. You
will be  responsible  for all music license  requirements  for any commercial or
other  material  inserted by you within or  adjacent to our network  programs in
accordance with this agreement.

         M.       The furnishing of film or tape recorded programs


<PAGE>


                                       13

hereunder is contingent upon our ability to make arrangements satisfactory to us
for the film or tape  recordings  necessary to deliver the programs to you. Such
film or tape  recorded  programs  shall be used  only  for a  single  television
broadcast over your station.  Positive prints of film or tape recorded  programs
are to be shipped by us, shipping charges prepaid, and you agree to return to us
or to  forward to such  television  station as we  designate,  shipping  charges
prepaid,  each  print or copy of said  film or tape  recording  received  by you
hereunder,  together with the original reels and containers furnished therewith.
You will return or forward all prints in the same  condition as received by you,
ordinary wear and tear  excepted,  immediately  after a single TV broadcast over
your  station.  In the  event  you  damage a print of any film or tape  recorded
program  which is  delivered  to you, or fail to return or forward the  original
reels and containers  furnished  therewith,  as aforesaid,  you agree to pay the
cost of replacing the complete  print,  original reels and/or  containers as and
when billed by us.

         N. No inducements, representations or warranties except as specifically
set forth  herein have been made by any of the parties to this  Agreement.  This
Agreement  constitutes  the entire  contract  between the parties  hereto and no
provision  thereof  shall be changed or  modified,  nor shall this  Agreement be
discharged in whole or in part, except by an agreement in writing, signed by the
party against whom the change, modification or discharge is claimed or sought to
be enforced; nor shall any waiver of any of the conditions or provisions of this
Agreement  be effective  and binding  unless such waiver shall be in writing and
signed by the party  against whom the waiver is  asserted,  and no waiver of any
provision of this  Agreement  shall be deemed to be a waiver of any preceding or
succeeding breach of the same or of any other provision.

         O. All notices,  demands, requests or other communications which may be
or are  required to be given or made by ABC or you  pursuant  to this  Agreement
(except for our program  offers and your notices of acceptance or rejection,  if
required,   of  such  offers  and  any  other  program  information  or  program
administration  communications)  shall be delivered  (postage or fee prepaid) by
first-class  mail,  express  mail,  express  delivery  service  or by  facsimile
transmission addressed as follows:

         (a)      If to you:

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                                       14

                  Mr. Will Davis
                  Vice President & General Manager
                  WLOS
                  288 Macon Avenue
                  Asheville, NC  28804

                  Phone:  704-255-0013

                  with a copy (which shall not constitute notice) to:

                  Mr. Robert E. Quicksilver, Esq.
                  General Counsel
                  Sinclair Communications, Inc.
                  2000 W. 41st Street
                  Baltimore, MD 21211

                  Phone: 410-662-4700 / Fax: 410-662-4707

         (b)      If to RCB or RCLP:

                  Mr. Barry Baker
                  River City Broadcasting
                  1215 Cole Street
                  St. Louis, MO  63106

                  Phone: 314-436-3030 / Fax: 314-259-5763


         (c)      If to ABC:

                  Mr. John Rouse
                  Senior Vice President
                  Affiliate Relations
                  ABC Television Network
                  77 West 66 Street, 2nd Floor
                  New York, NY  10023-6298

                  Phone: 212-456-6493 / Fax: 212-456-7450

                  with a copy (which shall not constitute notice) to:

                  Roger Goodspeed, Esq.


<PAGE>


                                       15

                  ABC, Inc.
                  Law & Regulation Department
                  77 West 66 Street, 16th Floor
                  New York, NY  10023-6298

                  Phone: 212-456-7593 / Fax: 212-456-6202


or to such other person, address or facsimile number as you or ABC may designate
by written notice.

         P.  This  Agreement  and  all  questions   relating  to  its  validity,
interpretation,  performance,  and enforcement  (including,  without limitation,
provisions concerning limitations of action), shall be governed by and construed
in  accordance  with  the  laws  of  the  State  of  New  York,  notwithstanding
conflict-of-laws doctrines of any state or other jurisdictions to the contrary.

         Q. Upon termination of this Agreement,  the consent theretofore granted
to broadcast our network programs or use ABC logos or trademarks shall be deemed
immediately  withdrawn  and you  shall  have no  further  rights  of any  nature
whatsoever in such programs, logos or trademarks.




<PAGE>


                                       16

         R. The parties  hereto  acknowledge  that, in view of the uniqueness of
the plan of network  cooperation set forth in this Agreement,  in the event that
one party's  obligations  under this  Agreement  are not performed in accordance
with its terms,  the other party  would not have an  adequate  remedy at law and
therefore  agree that the other party shall be entitled to specific  performance
of the terms  hereof in addition to any other remedy to which it may be entitled
at law or in equity.


         S. You  agree to  indemnify  and hold ABC and its  parent  corporation,
subsidiaries and their  respective  officers,  directors,  agents and employees,
successors and assigns harmless from and against any and all claims made against
us and all damages, liabilities, costs and expenses incurred as a result of such
claims,  including  reasonable  attorney's fees, arising out of the broadcast by
ABC of any material  supplied by you to ABC in accordance  with this  Agreement,
and we agree to indemnify  and hold you, your parent  corporation,  subsidiaries
and their  respective  officers,  directors,  partners,  agents  and  employees,
successors and assigns harmless from and against any and all claims made against
you and all damages,  liabilities,  costs and  expenses  incurred as a result of
such claims,  including reasonable attorney's fees, arising out of the broadcast
by you of any material provided by ABC to you in accordance with this Agreement.
It is understood that the foregoing indemnities shall apply only with respect to
materials  that are broadcast  without change from the form and content in which
such  materials  were  originally  provided  and in  strict  conformance  to any
instructions  or  limitations  given by the party  providing the material.  Each
party will notify the other  promptly of any  litigation  or claim to which such
indemnity  applies and will cooperate  fully in the defense at the other party's
request. The provisions of this paragraph shall survive the expiration or sooner
termination of this Agreement.


         T. Nothing in this Agreement shall create any partnership, association,
joint venture, fiduciary or agency relationship between ABC and you.





<PAGE>


                                       17

If,  after  examination,  you  find  that the  arrangement  herein  proposed  is
satisfactory  to you, please indicate your acceptance on the copy of this letter
enclosed for that purpose and return that copy to us.


                                           Very sincerely yours,

                                           AMERICAN BROADCASTING COMPANIES, INC.



                                           By: /s/ John Rouse
                                               ---------------------------------



Accepted this 19th day of
March, 1997


River City Broadcasting, L.P.
[with respect to the first paragraph of this Agreement only]

By:  /s/ Barry Baker
     ---------------------------------

Name: Barry Baker
      ---------------------------------

Title: President
       ---------------------------------




Chesapeake Television, Inc.


By: /s/ David Amy
    --------------------------------

Name:  David Amy
      ------------------------------

Title: Secretary/Treasurer
       -----------------------------

<PAGE>






                                    RIDER ONE
                                    ---------


         You shall be entitled to network non-duplication protection, as defined
by Rule 76.92 of the Federal Communications Commission Rules, as follows:


         a.       The  geographic  zone of  network  non-duplication  protection
                  shall be the Area of Dominant Influence ("ADI") (as defined by
                  Arbitron) in which your station is located, or any lesser zone
                  pursuant  to  any  geographic  restrictions  contained  in the
                  Federal Communications  Commission rules and regulations,  now
                  or as subsequently modified.


         b.       Network  non-duplication  protection  shall  extend to all ABC
                  television  network  programs that you broadcast in accordance
                  with  this   Agreement.   Protection   shall  not   extend  to
                  individually  pre-empted  programs  of  an  otherwise  cleared
                  series.


         c.       Network non-duplication  protection shall begin 48 hours prior
                  to the live time period designated by us for broadcast of that
                  network  program  by your  station,  and  shall  end at  12:00
                  Midnight on the seventh day  following  that  designated  time
                  period.



You are  under no  obligation  to  exercise  in  whole  or in part  the  network
non-duplication rights granted under this Agreement.



<PAGE>

The  information  marked  below with * and [ ] has been  omitted  pursuant  to a
request for  confidential  treatment.  The omitted portions have been separately
filed with the Commission.





                                   SCHEDULE A
                                   ----------

STATION COMPENSATION
--------------------

(a)      We will pay you within a  reasonable  period of time after the close of
         each  four or five  week  accounting  period,  as the case may be,  for
         broadcasting   each  network   sponsored  program  or  portion  thereof
         hereunder,  except those  specified in paragraph  (b) hereof,  which is
         broadcast over your station during the live time period* therefor,  the
         amount resulting from multiplying the following:

                  (i)      Your  network  station  rate of  [*        ]  or such
                           other  rate  applicable  pursuant  to  the  terms  of
                           Section III of the Agreement; by

                  (ii)     the  percentage set forth in the table below opposite
                           such applicable time period or such other  percentage
                           applicable  pursuant  to the terms of Section  III of
                           the Agreement; 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***.

                  *        Live  time  period,  as used  herein,  means the time
                           period or periods as  specified  by us in our initial
                           offer of a network  program for the broadcast of such
                           program over your station.

                  **       Commercial  availability,  as  used  herein,  means a
                           period of time made  available by us during a network
                           sponsored program for one or more network  commercial
                           announcements   or   local   cooperative   commercial
                           announcements.

                  ***      Network  commercial  announcement,  as  used  herein,
                           means a commercial  announcement  broadcast over your
                           station during a commercial availability and paid for
                           by or on  behalf  of  one  or  more  of  our  network
                           advertisers,  not including,  however,  announcements
                           consisting of


<PAGE>



                           billboards,  credits,  public service  announcements,
                           promotional announcements, and announcements required
                           by law.




<PAGE>



For each network sponsored program or portion thereof, except those specified in
paragraph (b) hereof, which is broadcast by your station with our consent during
a time period  other than the live time period  therefor,  we will pay you as if
your 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  your  station  broadcast  such
                           program  or  portion  thereof  is less  than that set
                           forth  opposite  such live time period,  then we will
                           pay you on the basis of the time period  during which
                           your  station   broadcast  such  program  or  portion
                           thereof.

(b)      Payment For Other Programs
         --------------------------
We will establish such compensation  arrangements as we and you shall agree upon
prior  to  the  expiration  of  the  applicable  periods  of  time  for  program
acceptance,  as set forth in Paragraph I(B) of this affiliation  agreement,  for
all network sponsored programs broadcast by your station consisting of:

                  (i)      Sports programs;

                  (ii)     special events programs  (including,  but not limited
                           to,   special   news   programs,   awards   programs,
                           entertainment specials and miniseries);

                  (iii)    programs  for which we  specified a live time period,
                           which time  period  straddles  any of the time period
                           categories in the table in paragraph (a) above; and

                  (iv)     any other  programs  which we may designate from time
                           to time.

(c)      Deductions
         ----------

                  (i)      From  the  amounts  we  are to pay  you  for  station
                           compensation  hereunder, we shall throughout the term
                           of this  affiliation  agreement  deduct  during  each
                           accounting  period  a  sum  equal  to  168%  of  your
                           station's  network  rate,  or such  other  percentage
                           applicable  pursuant  to the terms of Section  III of
                           the Agreement, for each week of said period.

                  (ii)     We will deduct a sum equal to the total of whatever


<PAGE>



                           fees,  if any, may have  mutually been agreed upon by
                           you  and  us  with   respect  to  local   cooperative
                           commercial   announcements   broadcast   during   the
                           applicable  accounting  period for which your station
                           is being compensated.

<PAGE>

                                     TABLE
                                     -----

                                    EASTERN
                                    -------

                             MONDAY through FRIDAY
                             ---------------------
                                                                          
                          Sign-on  to  11:00 AM -  7%                
                          11:00 AM to   1:00 PM - 18.25%             
                           1:00 PM to   4:00 PM -  6%                
                           4:00 PM to   8:00 PM - 10%                
                           8:00 PM to  11:00 PM - 30%                
                          11:00 PM to  Sign-off - 15%                
 


                          
            SATURDAY                                       SUNDAY          
            --------                                       ------          
                                                                           
     Sign-on  to  9:00 AM  -  5%               Sign-on  to 9:00 AM  -  5% 
     9:00 AM to   2:00 PM  -  8%               9:00 AM to  2:00 PM  -  6% 
     2:00 PM to   6:00 PM  - 15%               2:00 PM to  6:00 PM  - 15% 
     6:00 PM to   8:00 PM  - 10%               6:00 PM to  7:00 PM  - 10% 
     8:00 PM to  11:00 PM  - 30%               7:00 PM to 11:00 PM  - 30% 
    11:00 PM to  Sign-off  - 15%              11:00 PM to Sign-off  - 15% 
                                            



     All times in this  paragraph are expressed in terms of your  station's then
     current local time.









<PAGE>



                                   SCHEDULE B
                                   ----------

              COMPENSATION FOR CUT-IN AND LOCAL TAG ANNOUNCEMENT(S)
              -----------------------------------------------------

A.       CUT-IN ANNOUNCEMENTS
         --------------------

         I.       With  respect  to  programs  broadcast  by you during the time
                  period(s)  specified  by us in  our  initial  offer  for  such
                  programs.

                  For each local  cut-in  announcement  you  broadcast  within a
                  program,  which program is broadcast during the time period(s)
                  specified by us in our initial offer for such program, we will
                  pay you the amount  resulting  from  multiplying  your network
                  station rate (set forth in Schedule A of the agreement) by the
                  percentage  for  cut-in   announcement(s)  set  forth  in  the
                  applicable  Table in Section C below opposite such  applicable
                  time period.

         II.      With  respect to  programs  broadcast  by you with our consent
                  during time  period(s)  other than that specified by us in our
                  initial offer of such programs.

                  For each local  cut-in  announcement  you  broadcast  within a
                  program,  which  program is  broadcast by you with our consent
                  during a time period  other than that  specified  by us in our
                  initial  offer of such  program,  we will pay you an amount as
                  set forth in Section A.I. above, except that:

                  (i)      if the percentage  set forth in the applicable  Table
                           in  Section  C  below  for   cut-in   announcement(s)
                           opposite  the time period  during  which your station
                           actually broadcast the program in which you broadcast
                           or  originated  such cut-in  announcement(s)  is less
                           than  that set forth  opposite  the  applicable  time
                           period   specified  in  our  initial  offer  of  such
                           program,  then  we  will  pay  you  for  each  cut-in
                           announcement(s)  on  the  basis  of the  time  period
                           during which your  station  actually  broadcast  such
                           program.

         III.     With  respect to  programs  broadcast  by you in a time period
                  which straddles any of the time period categories set forth in
                  the applicable Table in Section C below.

                  In the event that we offer you a program for broadcast in


<PAGE>



                  a  time  period  which   straddles  any  of  the  time  period
                  categories  set  forth in the  applicable  Table in  Section C
                  below,  and you broadcast  such program  within which you also
                  broadcast or originate one or more cut-in announcement(s),  we
                  will pay you such amounts as we and you shall have agreed upon
                  prior  to  your   broadcast  or  origination  of  such  cut-in
                  announcement(s).




<PAGE>


B.       LOCAL TAG ANNOUNCEMENTS
         -----------------------

         I.       With  respect  to  programs  broadcast  by you during the time
                  period(s)  specified  by us in  our  initial  offer  for  such
                  programs.

                  For  each  local  tag  announcement  you  broadcast  within  a
                  program,  which program is broadcast during the time period(s)
                  specified by us in our initial offer for such program, we will
                  pay you the amount  resulting  from  multiplying  your network
                  station rate (set forth in Schedule A of the agreement) by the
                  percentage  for each local tag  announcement  set forth in the
                  applicable  Table in Section C below opposite such  applicable
                  time period.

         II.      With  respect to  programs  broadcast  by you with our consent
                  during time  period(s)  other than that specified by us in our
                  initial offer of such programs.

                  For  each  local  tag  announcement  you  broadcast  within  a
                  program,  which  program is  broadcast by you with our consent
                  during a time period  other than that  specified  by us in our
                  initial  offer of such  program,  we will pay you an amount as
                  set forth in Section B.I. above, except that:

                  (i)      if the percentage  set forth in the applicable  Table
                           in  Section C below for each  local tag  announcement
                           opposite  the time period  during  which your station
                           actually broadcast the program in which you broadcast
                           such  local  tag  announcement  is less than that set
                           forth opposite the applicable  time period  specified
                           in our initial  offer of such  program,  then we will
                           pay you for each local tag  announcement on the basis
                           of the time period during which your station actually
                           broadcast such program.

         III.     With  respect to  programs  broadcast  by you in a time period
                  which straddles any of the time period categories set forth in
                  the applicable Table in Section C below.

                  In the event that we offer you a program  for  broadcast  in a
                  time period which straddles any of the time period  categories
                  set forth in the applicable  Table in Section C below, and you
                  broadcast  such program within which you also broadcast one or
                  more local tag announcement(s), we will

<PAGE>



                  pay you such  amounts  as we and you shall  have  agreed  upon
                  prior to your broadcast of such local tag announcement(s).

<PAGE>

C. COMPENSATION TABLE FOR CUT-IN OR LOCAL TAG ANNOUNCEMENTS
   --------------------------------------------------------

                                    EASTERN
                                    -------

                              Cut-In Announcements
                              --------------------

Monday through Sunday    -    6:00 PM  to 11:00 PM  -  18.75%
                              All other times       -   7.50%


                             Local Tag Announcement
                             ----------------------

Monday through Sunday    -    6:00 PM  to 11:00 PM  -   9.38%
                              All other times       -   3.75%


All  times in this  paragraph  are  expressed  in terms of your  station's  then
current local time.

Source: OneCLE Business Contracts.