PURCHASE AGREEMENT

                                by and between

                          SINCLAIR COMMUNICATIONS, INC.

                                       and

                            THE ACKERLEY GROUP, INC.

                         Dated as of September 25, 1998

<PAGE>

                                TABLE OF CONTENTS




                                                                                 Page

                                                                                 ----

Article  1.   Sale of Assets; Assumption of Liabilities.............................1

         1.1  Assets to Be Acquired.................................................1
         1.2  Excluded Assets.......................................................3
         1.3  Assumption of Liabilities.............................................3
         1.4  Closing and Closing Date..............................................4
         1.5  Additional Closing Deliveries.........................................4

Article  2.   Purchase Price........................................................5
         2.1  Escrow Deposit........................................................5
         2.2. Purchase Price; Payment...............................................5
         2.3  Post-Closing Adjustment...............................................5
         2.4  Security Escrow.......................................................8
         2.6  Investment of Escrow Amounts..........................................8
         2.7  Allocation of the Purchase Price......................................9

Article  3.   Representations and Warranties Relating to the Company................9
         3.1  Organization and Standing............................................10
         3.2  Binding Agreement....................................................10
         3.3  Absence of Conflicting Agreements or Required Consents...............10
         3.4  Equity Investments...................................................10
         3.5  Financial Statements.................................................11
         3.6  Title to Assets; Related Matters.....................................11
         3.7  Absence of Certain Changes, Events and Conditions....................11
         3.8  Litigation...........................................................12
         3.9  Insurance............................................................12
         3.10 Material Contracts...................................................13
         3.11 Permits and Licenses; Compliance with Law............................13
         3.12 FCC Licenses.........................................................13
         3.13 Environmental Matters................................................14
         3.14 Employee Benefit Matters.............................................14
         3.15 Labor Relations......................................................15
         3.16 Intellectual Property................................................16
         3.17 Taxes................................................................16
         3.18 Commissions..........................................................17
         3.19 Affiliate Transactions...............................................17
         3.20 Accuracy and Completeness of Representations and Warranties..........17


                                      -i-

<PAGE>



                                                                                 Page

                                                                                 ----

Article  4.   Representations and Warranties of Purchaser..........................17
         4.1  Organization and Standing............................................17
         4.2  Binding Agreement....................................................17
         4.3  Absence of Conflicting Agreements or Required Consents...............18
         4.4  Litigation...........................................................18
         4.5  Commissions..........................................................18
         4.6  Financing............................................................18
         4.7  Purchaser's Qualification............................................19
         4.8  Accuracy and Completeness of Representations and Warranties..........19

Article  5.   Covenants and Agreements.............................................19
         5.1  Conduct of the Business Prior to Closing; Access.....................19
         5.2  Post-Closing Covenants and Agreement, and Other Employee Benefit
              Matters..............................................................22
         5.3  Cooperation..........................................................24
         5.4  Confidentiality......................................................26
         5.5  Public Announcements.................................................26
         5.6  No Solicitation......................................................26
         5.7  No Additional Representations........................................26
         5.8. Certain Payments.....................................................27
         5.9  Bulk Sales Laws......................................................27
         5.10 Control of the Stations..............................................27
         5.11 Use of Certain Names.................................................28

Article  6.   Conditions to Obligations of Purchaser...............................28
         6.1  Representations and Warranties.......................................28
         6.2  Performance by the Company...........................................28
         6.3  Certificate..........................................................28
         6.4  Consents; No Objections..............................................28
         6.5  No Proceedings or Litigation.........................................29
         6.6  [Intentionally omitted]..............................................29
         6.7  FCC Consent..........................................................29
         6.8  No Material Adverse Change...........................................29
         6.9  Opinions of Counsel..................................................29
         6.10 Good Standing Certificate............................................29
         6.11 No Transmission Defects..............................................29
         6.12 Closing on the Gannett Purchase Agreement............................29

Article  7.   Conditions to Obligations of the Company.............................29
         7.1  Representations and Warranties.......................................30
         7.2  Performance by Purchaser.............................................30
         7.3  Certificate..........................................................30
         7.4  Consents; No Objections..............................................30
         7.5  No Proceedings or Litigation.........................................30


                                      -ii-

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                                                                                 Page

                                                                                 ----

         7.6  FCC Consent..........................................................30
         7.7  Opinion of Counsel...................................................30
         7.8  Good Standing Certificate............................................30
         7.9. Closing on Gannett Purchase Agreement................................31

Article  8.   Indemnification......................................................31
         8.1  Indemnification by the Company.......................................31
         8.2  Indemnification by Purchaser.........................................31
         8.3  Limitations on Indemnification Claims and Liability; Termination of
              Indemnification......................................................31
         8.4  Computation of Claims and Damages....................................32
         8.5  Notice of Claims.....................................................33
         8.6  Defense of Third Party Claims........................................33
         8.7  Third Party Beneficiaries............................................34

Article  9.   Definitions..........................................................34

Article  10.   Miscellaneous Provisions............................................46
         10.1  Termination Rights..................................................46
         10.2  Litigation Costs....................................................47
         10.3  Expenses............................................................47
         10.4  Notices.............................................................48
         10.5  Benefit and Assignment..............................................49
         10.6  Waiver..............................................................49
         10.7  Severability........................................................49
         10.8  Amendment...........................................................49
         10.9  Effect and Construction of this Agreement...........................49
         10.10 Transfer and Conveyance Taxes.......................................50
         10.11 Specific Performance................................................50
         10.12 Survival of Representations, Warranties and Covenants...............50

Article  11.  No Personal Liability for Representatives, Stockholders, Directors
              or Officers..........................................................50


                                     -iii-

<PAGE>

                                    Exhibits

Exhibit A      Bill of Sale,  Assignment and Assumption  Agreement
Exhibit B      Deposit Escrow Agreement
Exhibit C      Adjustment Escrow Agreement

Exhibit D      Security Escrow Agreement
Exhibit E-1    Opinion of Thomas & Libowitz,  P.A.

Exhibit E-2    Opinion of Fisher, Wayland, Cooper, Leader & Zaragoza L.L.P.

                                      -iv-

<PAGE>

                                    Schedules

Section 1.1(d)         Real Property
Section 1.2.           Excluded Assets

Section 3.3.           Absence of Conflicting Agreements or Required Consents
Section 3.3.1.         Consents Required

                       Consents Required - Employment Agreement
                       Consents Required - Barter Programming

Section 3.5.           Financial Statements
Section 3.6.           Title to Assets; Related Matters

Section 3.7.           Absence of Certain Changes, Events and Conditions
Section 3.8.           Litigation
Section 3.9.           Insurance
Section 3.9.1.         Insurance Policies
Section 3.10.          Material Contracts
Section 3.10.1.        Material Contracts - Broadcasting
Section 3.10.2.        Affiliation Agreement
Section 3.10.3.        Program Licenses
Section 3.10.4.        Employment Agreements
Section 3.10.6.        Collective Bargaining Agreement
Section 3.10.7.A.      Real Property Leases
Section 3.10.7.B.      Equipment Leases and Intellectual Property
Section 3.10.8.        Income Leases
Section 3.10.10.       Loan Agreement
Section 3.11           Permits
Section 3.12           FCC
Section 3.13           Environmental Matters
Section 3.14           Employee Benefits
Section 3.14.1         Non-Corporate Employees (other than division heads)
Section 3.14.2         Severance and Retention Agreements - Division Heads
Section 3.14.3         Employee Benefit Plans/Contracts
Section 3.15           Labor Relations
Section 3.16           Intellectual Property
Section 3.16.1         Call Letters
Section 3.17           Taxes
Section 3.19           Affiliate Transactions
Section 4.3            Absence of Conflicting Agreements or Required Consents
Section 4.4            Litigation
Section 5.1            Covenants and Agreements
Section 5.2            Post-Closing Covenants and Agreements
Section 5.2.1          List of Names of Current Corporate Office Employees
Section 5.2.2          Fiduciary Liability Coverage Summary

                                      -v-

<PAGE>

Section 6.4            Material Consents Required as a Condition of the
                        Purchaser's Obligation to Close

Section 7.4            Material Consents Required as a Condition of Seller's
                        Obligation to Close
Section 9              Closing Statement Differences and Inconsistencies
                        with GAAP

                                      -vi-

<PAGE>

                               PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of this
___ day of  September,  1998,  by and among  SINCLAIR  COMMUNICATIONS,  INC.,  a
Maryland  corporation  (the  "Company"),  THE ACKERLEY  GROUP,  INC., a Delaware
corporation ("Purchaser").

     WHEREAS,  the Company and Guy Gannett  Communications  ("Gannett")  entered
into that certain Asset Purchase Agreement dated September 4, 1998 (the "Gannett
Purchase  Agreement"),   pursuant  to  which  the  Company  agreed  to  purchase
substantially all of the assets of the Gannett Television Stations, one of which
is WOKR-TV, Channel 13, Rochester, New York (the "Station"); and

          WHEREAS, the Company desires to sell, assign and transfer to Purchaser
the assets and business of the Station as described below, and Purchaser desires
to purchase  and acquire the assets and  business of the  Business as  described
below, on the terms and subject to the conditions set forth in this Agreement;

          NOW, THEREFORE,  in consideration of the mutual promises and covenants
contained herein, the parties, intending legally to be bound, agree as follows:

          [A list of defined terms is provided in Article 9 hereof]

          Article 1. Sale of Assets; Assumption of Liabilities.

          1.1  Assets  to Be  Acquired.  Upon  the  terms  and  subject  to  the
satisfaction  of the  conditions set forth herein,  at the Closing,  the Company
shall sell,  convey,  assign,  transfer and deliver to Purchaser,  and Purchaser
shall purchase,  acquire,  accept and pay for, all of the Company's right, title
and interest in and to all of the real,  personal and mixed  properties,  assets
and other rights, both tangible and intangible (other than the Excluded Assets),
owned or leased by, or  licensed  to or used or useful  by,  the  Company on the
Closing  Date in  connection  with the  Business  (collectively,  the  "Assets")
consisting of all of the Assets relating to the Station  acquired by the Company
pursuant to the Gannett Purchase Agreement.

          Without  limiting the  generality of the  foregoing,  the Assets shall
include the following:

          (a) the FCC Licenses;

          (b) the Equipment;

          (c) all  translators,  earth stations and other auxiliary  facilities,
     and  all  applications  therefor,  acquired  by the  Company  from  Gannett
     pursuant to the Gannett  Purchase  Agreement and useful in connection  with
     the Business;

<PAGE>

                                                                               2

          (d) the Real  Property  and  Leased  Property  as set forth in Section
     1.1(d) of the Disclosure Schedule;

          (e) all orders and agreements for the sale of advertising  time on the
     Station for cash, and all trade, barter and similar  agreements,  excluding
     Program  Contracts  (which  are  provided  for  below),  for  the  sale  of
     advertising  time on the Station for any property or services in lieu of or
     in addition to cash,  and any other orders and  agreements  relating to the
     Station  and  entered  into (other  than in  violation  of this  Agreement)
     between the date of the Gannett Purchase Agreement and the Closing Date;

          (f) all film and  program  licenses  and  contracts  under  which  the
     Company or Gannett has the right to  broadcast  film product or programs on
     the Station ("Program Contracts"), including all cash and non-cash (barter)
     program contracts and including,  without limitation, the Program Contracts
     set forth in Section 3.10 of the Disclosure  Schedule and any other Program
     Contracts relating to the Station and entered into (other than in violation
     of this Agreement)  between the date of the Gannett Purchase  Agreement and
     the Closing Date;

          (g) all  other  contracts  and  agreements  related  to the  Business,
     including,   without  limitation,   network  affiliation  agreements,   all
     employment contracts entered into with television talent and other Business
     Employees,  all  collective  bargaining  agreements  with  respect  to  any
     Business Employees, any time brokerage agreements and all national or local
     advertising  representation agreements for the Station, without limitation,
     the contracts and  agreements  set forth in Section 3.10 of the  Disclosure
     Schedule,  and any other such  contracts  and  agreements  relating  to the
     Station  and  entered  into (other  than in  violation  of this  Agreement)
     between the date of the Gannett Purchase Agreement and the Closing Date;

          (h) the Intellectual Property, including, without limitation, the Call
     Letters;

          (i) all programs  and  programming  materials  acquired by the Company
     from  Gannett  pursuant  to the  Gannett  Purchase  Agreement  and  used in
     connection with the Business,  whether  recorded on tape or any other media
     or intended for live  performance,  and whether completed or in production,
     and all related common law and statutory copyrights owned by or licensed to
     the Company or acquired by the Company from Gannett pursuant to the Gannett
     Purchase Agreement and used in connection with the Business;

          (j) all FCC logs and other records that relate to the operation of the
     Station as  acquired by the Company  from  Gannett  pursuant to the Gannett
     Purchase Agreement;

          (k) except as set forth in Section 1.2(a) hereof, all files, books and
     other  records  acquired  by the Company  pursuant to the Gannett  Purchase
     Agreement relating to the Business, including, without limitation,  written
     technical  information,  data,  specifications,  research  and  development
     information,  engineering,  drawings, manuals, computer programs, tapes and
     software relating directly to the Business,  other than duplicate copies of
     account  books of  original  entry and  duplicate  copies of such files and
     records,  if any,  that are  maintained  at the  corporate  offices  of the
     Company or Gannett for tax and

<PAGE>

                                                                               3

     accounting purposes;

          (l) all of the Company's  goodwill in, and "going  concern"  value of,
     the Business;

          (m) all  accounts,  notes  and  accounts  receivable  of the  Business
     relating to or arising out of the  business and  operations  of the Station
     immediately preceding the Closing;

          (n) all deposits, reserves and prepaid expenses of the Business (other
     than those relating to Excluded Assets or Liabilities  that are not Assumed
     Liabilities);

          (o) to the extent  transferable  under applicable law, all franchises,
     approvals,   permits,   licenses,  orders,   registrations,   certificates,
     exemptions,   variances  and  similar  rights  obtained  from  Governmental
     Authorities  (other  than the FCC  License)  in any  jurisdiction  that had
     issued or granted  such items to the Company or the  Company  has  acquired
     from  Gannett  pursuant  to the  Gannett  Purchase  Agreement,  or that the
     Company  otherwise  owns or uses or the Company has  acquired  from Gannett
     pursuant to the Gannett  Purchase  Agreement,  in each case relating to the
     Business, and all pending applications therefor;

          (p)  except as set  forth in  Section  1.2(h)  hereof,  all  insurance
     proceeds claims arising out of or related to damage, destruction or loss of
     any property or asset used or useful in connection with the Business to the
     extent of any damage or  destruction  that  remains  unrepaired,  or to the
     extent any property or asset remains unreplaced, at the Closing Date; and

          (q) to the extent  assignable,  the  Company's  rights to enforce  any
     non-competition provisions relating to the Business, the Business Employees
     or the Station  contained in any other written  agreement  with a Corporate
     Office  Employee,  but only to the extent the Company  acquires such rights
     from Gannett pursuant to the Gannett Purchase Agreement.

     1.2 Excluded Assets.  Notwithstanding  anything to the contrary herein, all
of the  assets  listed  on  Schedule  1.2 or  defined  in the  Gannett  Purchase
Agreement as Excluded  Assets  (collectively,  the "Excluded  Assets")  shall be
excluded from the Assets.

     1.3  Assumption of  Liabilities.  On and after the Closing Date,  Purchaser
will assume and agree to perform and fully discharge when due all Liabilities of
the  Company or  Gannett  (i) solely  related  to or solely  arising  from or in
connection  with  the  Assets  or the  Business  and  (ii)  in the  case  of any
Liabilities  related to or arising partly from or in connection  with the Assets
or the Business and partly from any other assets or business of the Company,  to
the extent such  Liabilities  relate to or arise from or in connection  with the
Assets or the Business (in each case including,  without limitation,  any Claims
and Damages  arising from the  assignment  to Purchaser of any contract or other
agreement  pursuant to the terms of this  Agreement),  whether such  Liabilities
specified in clause (i) or (ii) are incurred or arise prior to, on, or after the
Closing Date,  including,  without limitation,  those obligations of the Company
relating  to the  Business  to be assumed by  Purchaser  pursuant to Section 5.2
hereof (collectively,  the "Assumed  Liabilities").  Except as set forth in this
Section 1.3 and except as otherwise expressly provided

<PAGE>

                                                                               4

in this  Agreement,  Purchaser  will assume no other  Liabilities of any kind of
description  of the  Company or any of the  liabilities  defined in the  Gannett
Purchase Agreement as Retained Liabilities.

     1.4  Closing  and  Closing  Date.  Unless  this  Agreement  shall have been
terminated and the transactions  herein  contemplated shall have been terminated
pursuant to Section 10.1 hereof, the closing (the "Closing") of the transactions
herein  contemplated  shall take place at 10:00 a.m.,  New York City time,  on a
date not  later  than ten days  following  the  satisfaction  or  waiver  of the
conditions set forth in Articles 6 and 7 hereof,  or at such other time and date
as the Company and Purchaser shall agree;  provided,  however,  that the Company
and Purchaser shall take such reasonable actions as may be necessary to hold the
Closing  simultaneously with the Closing of the Gannett Purchase Agreement (such
time and date being referred to herein as the "Closing Date"), at the offices of
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York, or at such
other place as the Company and Purchaser  shall agree.  At the Closing,  each of
the  parties  hereto  shall  take,  or cause to be taken,  all such  actions and
deliver, or cause to be delivered, all such documents, instruments, certificates
and other items as may be required under this  Agreement or otherwise,  in order
to perform or fulfill all covenants  and  agreements on its part to be performed
at or prior to the Closing. The Closing shall be effective as of 12:01 a.m., New
York City time, on the day of the Closing Date.

     1.5 Additional Closing Deliveries. At the Closing:

          (a) The Company shall deliver to Purchaser:

               (i) a duly executed  counterpart of the Bill of Sale,  Assignment
          and  Assumption  Agreement  substantially  in the  form  set  forth in
          Exhibit  A  hereto  (the  "Bill  of Sale,  Assignment  and  Assumption
          Agreement");

               (ii)  instruments  of  assignment  with  respect  to  all  of the
          Company's  rights and  interests in real  property  leases and special
          warranty  deeds (of a type  equivalent  to that known in New York as a
          "bargain and sale deed with covenants against  grantor's  actions") in
          recordable form sufficient to convey to Purchaser all of the Company's
          rights and  interests  or rights  and  interest  in the Real  Property
          acquired by the Company from Gannett  pursuant to the Gannett Purchase
          Agreement;

               (iii)  a  duly  executed  counterpart  of the  Adjustment  Escrow
          Agreement and the Security Escrow Agreement;

               (iv) all other instruments of conveyance and transfer  sufficient
          to convey the Assets to Purchaser; and

               (v) all other documents, instruments and writings consistent with
          the  terms of this  Agreement  and  required  to be  delivered  by the
          Company at or prior to the Closing Date pursuant to this Agreement.

          (b) Purchaser shall deliver to Company:
<PAGE>

                                                                               5

               (i) the Purchase Price in accordance with Section 2.1 hereof;

               (ii) a duly executed counterpart of the Bill of Sale,  Assignment
          and Assumption Agreement; and

               (iii) all other documents,  instruments and writings  required to
          be delivered by Purchaser at or prior to the Closing Date  pursuant to
          this Agreement.

     Article 2. Purchase Price.

     2.1 Escrow Deposit.  For and in partial  consideration of the execution and
delivery of this Agreement and simultaneously with the execution hereof,  Buyers
shall  deposit  with an  escrow  agent  ("Escrow  Agent")  by wire  transfer  in
immediately  available  funds  TWELVE  MILLION  FIVE  HUNDRED  THOUSAND  DOLLARS
($12,500,000.00) (the "Escrow Deposit"), such Escrow Deposit to be dealt with in
accordance  with the  terms  and  provisions  of the  Deposit  Escrow  Agreement
attached hereto as Exhibit B.

     2.2.  Purchase  Price;  Payment.  (a) In  consideration  of the sale of the
Assets and the Business  hereunder,  Purchaser shall (i) pay the Company in cash
the  aggregate  amount of (x)  $125,000,000,  plus (if greater  than or equal to
zero) or minus (if less than  zero),  as the case may be,  (y) the amount of the
Net  Financial  Assets  as of  11:59  p.m.,  New  York  City  time,  on the  day
immediately  preceding  the  Closing  Date,  subject to  adjustment  pursuant to
Section  2.3  hereof  (the  "Purchase   Price")  and  (ii)  assume  the  Assumed
Liabilities.

     (b) On or before  three  Business  Days prior to the  Closing,  the Company
shall deliver to Purchaser (i) a statement setting forth the amount estimated in
good faith by the Company to be the amount of the Net Financial Assets as of the
Closing  Date  (the  "Estimated  Net  Financial   Assets")  and  (ii)  a  notice
designating the accounts or accounts to which the payment to or on behalf of the
Company pursuant to clause (i) of Section 2.2(c) is to be made.

     (c) At the Closing, Purchaser shall deliver

          (i) the sum of (x)  $120,564,800  plus (if the Estimated Net Financial
     Assets is  greater  than or equal to zero) or minus (if the  Estimated  Net
     Financial  Assets is less than zero), as the case may be, (y) the Estimated
     Net Financial  Assets,  by wire transfer in immediately  available funds to
     the  account or  accounts  designated  by the  Company in  accordance  with
     Section 2.2(b);

          (ii)  $1,209,600  (the  "Adjustment   Escrow")  by  wire  transfer  in
     immediately  available funds to the Adjustment Escrow Agent pursuant to the
     Adjustment Escrow Agreement; and

          (iii)  $3,225,600 by wire transfer in immediately  available  funds to
     the Security Escrow Agent pursuant to the Security Escrow Agreement.

     2.3 Post-Closing Adjustment.

<PAGE>

                                                                               6

     (a) The parties agree that no later than 75 days after the Closing (or such
later date on which such  statement  reasonably can be prepared and delivered in
light of the compliance of Purchaser and the Company with their  obligations set
forth in next two succeeding sentences), the Company shall deliver to Purchaser,
in the form  received by the Company  from Gannett (i) a statement of the actual
Net  Financial  Assets  as of  11:59  p.m.,  New  York  City  time,  of the  day
immediately  preceding the Closing Date (the "Closing  Statement")  certified by
PriceWaterhouseCoopers  L.L.P.,  independent  accountants  for  Gannett,  to  be
prepared (except as otherwise  provided in Section 9 of the Disclosure  Schedule
to the  Gannett  Purchase  Agreement)  in  conformity  with  GAAP and on a basis
consistent with the basis used in preparing the Unaudited  Financial  Statements
as of, and for the year ended,  December 27, 1997  referred to in Section 3.5 of
the  Gannett  Purchase   Agreement  and  (ii)  a  determination  (the  "Proposed
Adjustment") of the amount by which the actual Net Financial Assets is less than
or greater than the Estimated Net Financial Assets (the amount of such excess or
shortfall is referred to herein as the  "Adjustment").  Purchaser  shall provide
the Company and Gannett, and Gannett's  independent  accountants,  access at all
reasonable times to the relevant personnel, properties, books and records of the
Business for such purposes and to assist the Company and Gannett,  and Gannett's
independent  accountants,  in  preparing  the  Closing  Statement.   Purchaser's
assistance  shall  include,  without  limitation,  the closing of the Business's
books as of the Closing, the preparation of schedules supporting the amounts set
forth in the general  ledger and other books and  records of the  Business,  and
such  other  assistance  as  the  Company,   Gannett  or  Gannett's  independent
accountants  may  reasonably  request.  During the 25-day  period  following the
delivery by the Company of the Closing  Statement  and the  Proposed  Adjustment
referred to in the first  sentence of this  Section  2.3(a),  Purchaser  and its
independent  accountants  will be  permitted  to review  the  working  papers of
Gannett  and its  independent  accountants  relating to the  preparation  of the
Closing Statement and the Proposed Adjustment to the same extent as such working
papers  have been made  available  to the  Company  by Gannett  pursuant  to the
Gannett Purchase Agreement.  If, within 25 days after delivery by the Company of
the Closing  Statement  and the  Proposed  Adjustment,  Purchaser  notifies  the
Company  that  it  disagrees  with  the  Closing   Statement  and  the  Proposed
Adjustment,  the Company shall attempt to resolve the disagreement with Gannett.
In the event the Company, Gannett and Purchaser cannot agree with respect to the
Closing Statement and the Proposed  Adjustment within five days of the notice of
disagreement  provided by Purchaser to the Company (a "WOKR Dispute"),  then the
Company shall seek an Accounting  Firm  Determination  as defined in the Gannett
Purchase  Agreement.  In the event  that  (whether  expressly  or by  failure of
Purchaser to provide notice of any  disagreement  within the applicable  period)
the Purchaser  agrees to the amount of the  Adjustment  without  submitting  the
matter for an Accounting Firm  Determination  (an "Adjustment  Agreement"),  the
parties shall deliver a joint certificate to the Adjustment Escrow Agent setting
forth the amount of the  Adjustment  Escrow to be paid to each of the  Purchaser
and the Company pursuant to this Section 2.3. In the event of an Accounting Firm
Determination of a WOKR Dispute,  the parties shall deliver a certificate to the
Adjustment  Escrow Agent  setting  forth the amount (if any) by which the Actual
Net Financial  Assets (as defined  below)  exceeds or is less than the Estimated
Net Financial  Assets.  The amount of Net Financial Assets as of 11:59 p.m., New
York  City  time,  on  the  day  immediately  preceding  the  Closing  Date,  as
definitively determined pursuant to this Section 2.3(a) is referred to herein as
the "Actual Net Financial Assets."

     (b) At the Closing, the Company,  Purchaser and such financial  institution
as shall have been agreed by the parties  prior to the  Closing  Date  (together
with any  successor  jointly  appointed  by the Company and the  Purchaser,  the
"Adjustment Escrow Agent")

<PAGE>

                                                                               7

shall  execute and  deliver an escrow  agreement  substantially  in the form set
forth in Exhibit C to the Gannett Purchase Agreement,  with such adjustments and
revisions necessary to reflect the provisions of this Agreement (the "Adjustment
Escrow  Agreement').  From and after the Closing,  the  Adjustment  Escrow Agent
shall act as escrow  agent,  pursuant to the  Adjustment  Escrow  Agreement,  in
effecting the payment of the amounts held in the Adjustment  Escrow as set forth
herein.

     (c) As soon as practicable after the earlier of an Adjustment  Agreement or
an  Accounting  Firm  Determination  (but in any event within two Business  Days
after the Adjustment Agreement or the Accounting Firm Determination):

          (i) if the Actual Net Financial Assets is equal to or greater than the
     Estimated Net Financial Assets, then:

               (A) the Adjustment Escrow Agent shall pay to the Company from the
          Adjustment Escrow the full amount of the Adjustment Escrow, and

               (B)  Purchaser  shall pay to the  Company the amount by which the
          Actual Net Financial Assets exceeds the Estimated Net Financial

          Assets;

          (ii) if the Actual Net Financial Assets is less than the Estimated Net
     Financial  Assets  but the  amount  of such  shortfall  does not  exceed $3
     million, when aggregated with any such shortfall under the Gannett Purchase
     Agreement, then

               (A) the  Adjustment  Escrow Agent shall pay to Purchaser from the
          Adjustment Escrow an amount equal to the amount by which the Estimated
          Net Financial Assets exceeded the Actual Net Financial Assets, and

               (B) the Adjustment Escrow Agent shall pay to the Company from the
          Adjustment Escrow the remaining amount of the Adjustment Escrow (after
          giving effect to clause (A) above); and

          (iii) if the Actual Net  Financial  Assets is less than the  Estimated
     Net Financial  Assets and the amount of such shortfall  exceeds $3 million,
     when  aggregated  with  any  such  shortfall  under  the  Gannett  Purchase
     Agreement, then

               (A) the  Adjustment  Escrow Agent shall pay to Purchaser from the
          Adjustment Escrow the full amount of the Adjustment Escrow, and

               (B) the Security Escrow Agent shall pay to the Purchaser from the
          Security  Escrow  an  amount  equal to the  amount  by  which  (x) the
          Estimated Net Financial Assets exceeds (y) the Actual Net Financial

          Assets plus $1,209,600.

     Each  of  Purchaser  and  the  Company  shall  timely  give  all  necessary
instructions  to the Adjustment  Escrow Agent and the Security Agent so that the
Adjustment  Escrow  and  (if  applicable)  the  Security  Escrow  are  paid  and
distributed in accordance with this

<PAGE>

                                                                               8

Section  2.3(c).  All payments  pursuant to this Section 2.3(c) shall be by wire
transfer in immediately available funds to the account or accounts designated by
the Company  and/or  Purchaser,  as the case may be, no later than two  Business
Days prior to such payment.

     (d) Any interest or other investment  income earned for the period from the
time that any portion of the  Purchaser  Price is  delivered  to the  Adjustment
Escrow Agent pursuant to this Agreement until all amounts held in the Adjustment
Escrow have been distributed in accordance with the Adjustment  Escrow Agreement
while  held by the  Adjustment  Escrow  Agent  shall be paid to the  Company  in
addition  to,  and at the same  time as,  payment  of the  Adjustment  Escrow in
accordance with the terms of this  Agreement;  provided,  however,  that, to the
extent that any portion of the Adjustment  Escrow is paid to Purchaser  pursuant
to  Section  2.3(c)  hereof,  a pro  rata  portion  of such  interest  or  other
investment  income  (determined  on the basis of the  relative  portions  of the
Adjustment  Escrow  to be  paid to  Purchaser  and  the  Company,  respectively,
pursuant to Section 2.3(c) hereof) shall be instead paid to Purchaser.  Any such
interest or other investment income shall be deemed not to constitute Adjustment
Escrow.

     (e) The Company and Purchaser shall each be responsible for one-half of the
fees and expenses of the Adjustment Escrow Agent.

     2.4 Security Escrow.

     (a) At the Closing, the Company,  Purchaser and such financial  institution
as shall have been agreed by the parties  prior to the  Closing  Date  (together
with any successor jointly appointed by the Company and Purchaser, the "Security
Escrow Agent") shall execute and deliver an escrow  agreement  substantially  in
the form set forth in Exhibit D to the  Gannett  Purchase  Agreement,  with such
adjustments  and revisions  necessary to reflect the provision of this Agreement
(the  "Security  Escrow  Agreement").  From and after the Closing,  the Security
Escrow  Agent  shall  act as  escrow  agent,  pursuant  to the  Security  Escrow
Agreement,  in effecting  the payment of the amounts held in the escrow  account
(the "Security Escrow") under the Security Escrow Agreement.

     (b) Any interest or other investment  income earned for the period from the
time that any portion of the Purchase Price is delivered to the Security  Escrow
Agent pursuant to this Agreement  until all amounts held in the Security  Escrow
have been  distributed in accordance  with the Security  Escrow  Agreement while
held by the Security Escrow Agent shall be paid (beginning  after the payment of
any amount  required to be paid out of the Security  Escrow  pursuant to Section
2.3(c)(iii)(B)  hereof)  monthly to the  Company;  provided,  however,  that the
extent that any portion of the Security Escrow is paid to Purchaser  pursuant to
Section  2.3(c)(iii)(B)  hereof,  a pro rata  portion of such  interest or other
investment  income earned  through the date of such payment  (determined  on the
basis of the relative  portions of the  Security  Escrow so paid and that not so
paid) shall be instead  paid to  Purchaser.  Any  interest  or other  investment
income  earned on amounts  held in the  Security  Escrow  shall be deemed not to
constitute Security Escrow.

     (c) The Company and Purchaser shall each be responsible for one-half of the
fees and expenses of the Security Escrow Agent.

     2.5  Investment  of Escrow  Amounts.  The  Adjustment  Escrow Agent and the

<PAGE>

                                                                               9

Security  Escrow  Agent  shall each be  authorized  to invest the portion of the
Purchase Price held by it, on receipt of instructions from the Company, in:

          (i) Commercial paper of any corporation  rated at least A-1 by S&P and
     P-1 by Moody's;

          (ii) Negotiable  certificates of deposit of United States banks having
     (A) a long-term  senior debt rating of at least A by S&P and  Moody's,  (B)
     deposits  in excess  of  $2,000,000,000  and (C)  commercial  paper  rating
     designations of at least A-1 by S&P and P-1 by Moody's;

          (iii)  Repurchase  agreements  with any United  States  bank which are
     fully  collateralized  by  direct  obligations  of  the  United  States  or
     obligations  of  agencies  or  sponsored  agencies  of  the  United  States
     government,  excluding in all cases collateralized  mortgage obligations of
     any kind; and

          (iv)  Money  market  instruments  rated at least A-1 by S&P and P-1 by
     Moody's that are restricted to investments described in clause (iii);

provided that in no event shall any investment of the types  described in clause
(i), (ii) or (iv) exceed ten percent of the net assets of the issuer thereof and
provided further that all investments shall have maturity dates on or before the
anticipated dates of the relevant payments hereunder.

     The  Adjustment  Escrow Agent and the  Security  Escrow Agent shall each be
authorized  to  register  securities  held by it in its name or in the name of a
nominee or in bearer form and may deposit any  securities or other property in a
depository or a clearing corporation.

     2.7  Allocation  of the Purchase  Price.  Pursuant to the Gannett  Purchase
Agreement,  the  Company  shall  engage a  nationally  recognized  appraiser  to
determine  the proper  allocation  of the Purchase  Price  allocated to, and the
Assumed  Liabilities  relating  to the  Assets of the  Station,  in each case in
accordance  with  Section  1060  of  the  Code  and  the  Treasury   Regulations
promulgated thereunder (the "Allocation").  The Allocation shall be binding upon
Purchaser and the Company,  and none of the parties  hereto shall file, or cause
to be filed,  any Tax Return,  Internal Revenue Service Form 8594 or other form,
or take a position with any Tax authority or jurisdiction,  that is inconsistent
with the Allocation  without  obtaining the prior written consent of the Company
or  Purchaser,  as the case may be.  The fees  and  disbursements  of  appraiser
engaged in connection  with the Allocation as to the Assets of the Station shall
be paid by Purchaser.

     Article 3. Representations and Warranties Relating to the Company.

<PAGE>

                                                                              10

     The Company represents and warrants to Purchaser as follows:

     3.1  Organization   and  Standing.   The  Company  is  a  corporation  duly
incorporated, validly existing, and in good standing under the laws of the State
of  Maryland.  The Company  and,  to the  Company's  Knowledge,  Gannett has all
requisite  corporate  power  and  authority  to own,  lease  and  operate  their
respective  properties and assets and to conduct its business as it is now being
conducted.  The  Company is and,  to the  Company's  Knowledge,  Gannett is duly
qualified to do business as a foreign  corporation and is in good standing under
the laws of each state in which the  operation  of its  business or ownership of
its assets makes such  qualification  necessary,  except where the failure to so
qualify  or be in good  standing  would not  reasonably  be  expected  to have a
Material Adverse Effect.

     3.2 Binding  Agreement.  The Company has all requisite  corporate power and
authority to enter into this  Agreement,  to execute and deliver this Agreement,
the  Bill of  Sale,  Assignment  and  Assumption  Agreement,  to  carry  out its
obligations   hereunder  and  thereunder  and  to  consummate  the  transactions
contemplated  hereby and thereby.  The execution and delivery of this Agreement,
the Bill of Sale,  Assignment  and  Assumption  Agreement by the Company and the
consummation  by the Company of its  obligations  hereunder and thereunder  have
been duly and validly  authorized  by all necessary  corporate  and  stockholder
action on the part of the Company.  This  Agreement has been, and on the Closing
Date  the  Bill of Sale,  Assignment  and  Assumption  Agreement  will be,  duly
executed  and  delivered  on  behalf  of  the  Company  and,  assuming  the  due
authorization,  execution and delivery by Purchaser,  constitutes a legal, valid
and binding obligation of the Company  enforceable in accordance with its terms,
subject to  applicable  bankruptcy  and  similar  laws  affecting  the rights of
creditors  generally and to general principles of equity (whether applied at law
or equity).

     3.3 Absence of Conflicting  Agreements or Required Consents.  Except as set
forth in Section 3.3 of the Disclosure  Schedule,  the  execution,  delivery and
performance by the Company of this Agreement,  the Bill of Sale,  Assignment and
Assumption Agreement do not and will not (a) violate, conflict with or result in
the breach or default of any  provision  of the  articles  of  incorporation  or
by-laws of the Company, (b) conflict with or violate in any material respect any
material Law or material  Governmental Order applicable to the Company or any of
its properties or assets,  (c) except for (i) the  notification  requirements of
the HSR Act and  (ii)  such  filings  with,  and  orders  of,  the FCC as may be
required  under the  Communications  Act and the FCC's rules and  regulations in
connection with this Agreement and the transactions contemplated hereby, require
any material  consent,  approval,  authorization  or other order of,  action by,
registration or filing with or declaration or  notification to any  Governmental
Authority,  or  (d)  conflict  with,  result  in any  violation  or  breach  of,
constitute a default (or event which with the giving of notice, or lapse of time
or both,  would become a default)  under,  require any consent under, or give to
others  any  rights  of  termination,   amendment,   acceleration,   suspension,
revocation or  cancellation  of, or result in the creation of any Encumbrance on
any of the Assets,  or result in the imposition or  acceleration of any payment,
time of payment,  vesting or increase in the amount of  compensation  or benefit
payable, pursuant to any Material Contract.

     3.4 Equity Investments.  The Assets do not include any capital stock of any
corporation or any equity interest in any Person.

<PAGE>

                                                                              11

     3.5 Financial Statements. The Company has furnished to Purchaser statements
of operations  for the Station for the year ended December 31, 1997, the six (6)
months ended June 30, 1998,  the seven (7) months ended July 1, 1998, and August
31, 1998, which were supplied to the Company by Gannett.

     3.6 Title to Assets;  Related Matters. To the Company's  Knowledge,  except
for  Permitted  Exceptions  or as  disclosed  in Section  3.6 of the  Disclosure
Schedule (i) Gannett has good,  valid and  marketable  title (as measured in the
context  of their  current  uses) to,  or,  in the case of  leased or  subleased
assets,  valid and subsisting leasehold interests (as measured in the context of
their  current  uses) in, or otherwise  has the right to use, all of the Assets,
free and clear of all  Encumbrances  (except  for any assets  sold or  otherwise
disposed of, or with respect to which the lease,  sublease or other right to use
such  Asset has  expired  or has been  terminated,  in each case  after the date
hereof solely to the extent  permitted under Section 5.1(a)  hereof),  (ii) each
lease or sublease pursuant to which any Leased Property is leased by Gannett is,
to the Company's Knowledge,  legal, valid and binding on Gannett and the Company
(as the case may be) and, to the Company's Knowledge,  the other parties thereto
and grants the  leasehold  interest  it purports  to grant,  including,  without
limitation,  any rights to nondisturbance  and peaceful and quiet enjoyment that
may be contained therein and, to the Company's Knowledge, Gannett and each other
party thereto is in compliance in all material  respects with the  provisions of
such  leases  and  subleases,  (iii) to the  Company's  Knowledge,  the  Assets,
together  with the  Excluded  Assets,  constitute  all the  assets and rights of
Gannett  and its  Affiliates  used in or  necessary  for  the  operation  of the
Business as currently  conducted,  (iv) to the Company's  Knowledge,  except for
Equipment  scheduled to be replaced by Gannett's capital expenditure budget, the
Real Property,  Leased Property and Equipment is, in all material  respects,  in
good operating  condition and repair  (ordinary  wear and tear excepted)  taking
into  account the age  thereof,  (v) to the  Company's  Knowledge,  there are no
contractual or legal  restrictions to which Gannett or the Company is a party or
by which the Real  Property is otherwise  bound that preclude or restrict in any
material respect Gannett's ability to use the Real Property for the purposes for
which it is  currently  being used and (vi) no portion of the Real  Property  or
Leased  Property is the subject of, or affected  by, any  condemnation,  eminent
domain  or  inverse  condemnation  proceeding  currently  instituted  or, to the
Company's  Knowledge,  threatened.  On the Closing Date, the Company shall sell,
convey,  assign,  transfer and deliver to Purchaser all of the Company's  right,
title  and  interest  in  and  to  all of the  Assets,  free  and  clear  of all
Encumbrances other than Permitted Exceptions,  Encumbrances disclosed in Section
3.6 of the Disclosure  Schedule and Encumbrances  arising from Purchaser's acts.
Schedule  1.1(d)  contains a true and correct list of all Real Property owned by
Gannett used in the Business  (other than the Excluded  Assets),  which is to be
acquired by the Company pursuant to the Gannett Purchase Agreement.

     3.7 Absence of Certain  Changes,  Events and  Conditions.  To the Company's
Knowledge,  since June 30, 1998, except as otherwise provided in or contemplated
by this Agreement or as disclosed in Section 3.7 of the Disclosure Schedule:

          (a) other than in the ordinary course of business consistent with past
     practice  neither the Company  nor Gannett has sold,  transferred,  leased,
     subleased,  licensed or otherwise  disposed of any material  assets used in
     the Business, other than the sale of obsolete Equipment;

          (b) (i) neither the Company nor Gannett have granted any increase,  or
     announced

<PAGE>

                                                                              12

     any increase, in the wages, salaries,  compensation,  bonuses,  incentives,
     pension  or  other  benefits  payable  to any of  the  Business  Employees,
     including,  without  limitation,  any  increase  or change  pursuant to any
     Employee  Benefit Plan, or (ii)  established,  increased or accelerated the
     payment or vesting of any  benefits  under any  Employee  Benefit Plan with
     respect to  Business  Employees,  in either  case except (A) as required by
     Law, (B) that involve only increases  consistent with the past practices of
     Gannett or (C) as required under any existing agreement or arrangement;

          (c) neither the Company nor Gannett have made any  material  change in
     any method of accounting  or accounting  practice or policy used by Gannett
     or the Company with respect to the Station,  other than changes required by
     law or under GAAP;

          (d) neither the Company nor Gannett have  suffered  any  extraordinary
     casualty  loss or damage with  respect to any  material  assets used in the
     Business, whether or not covered by insurance;

          (e) there has not been any Material Adverse Effect;

          (f) except in connection with the  transactions  contemplated  hereby,
     the  Business  has been  conducted  in all  material  respects  only in the
     ordinary and usual course consistent with past practice;

          (g) neither the Company nor Gannett have created, incurred, assumed or
     guaranteed any Indebtedness, except for net borrowings under existing lines
     of credit;

          (h) other than in the ordinary course of business, neither the Company
     nor  Gannett  have  compromised,  settled,  granted  any  waiver or release
     relating to, or otherwise adjusted any Action,  material Liabilities or any
     other material claims or material rights of the Business; and

          (i) neither the Company nor Gannett have  entered into any  agreement,
     contract, commitment or arrangement to do any of the foregoing.

     3.8  Litigation.  Except as  disclosed  in  Section  3.8 of the  Disclosure
Schedule,  as of the date hereof,  (i) there are no Actions  against the Company
or, to the Company's  Knowledge,  Gannett relating to the Business or the Assets
pending, or, to the Company's  Knowledge,  threatened to be brought by or before
any  Governmental  Authority,  (ii)  neither the Company  nor, to the  Company's
Knowledge,  Gannett is subject to any  Governmental  Orders (nor,  are there any
such Governmental Orders threatened to be imposed by any Governmental Authority)
relating to the Business or the Assets and (iii) there is no Action  pending or,
to the Company's  Knowledge,  threatened to be brought  before any  Governmental
Authority,  that seeks to  question,  delay or prevent the  consummation  of the
transactions contemplated hereby.

     3.9 Insurance.  Section 3.9 of the Disclosure  Schedule lists all insurance
policies  as of the date  hereof  relating  to the Assets or the  Business  (the
"Insurance Policies"). Except as set forth in either Section 3.9 or Section 3.14
of the  Disclosure  Schedule,  (i) to the  Company's  Knowledge,  all  insurance
policies relating to the Assets or Business to which the Company or Gannett is a
party or under  which the  Assets or the  Business  is covered  (or  replacement
policies

<PAGE>

                                                                              13

therefor)  are in full force and effect and,  to the  Company's  Knowledge,  all
premiums  due have  been  paid  and are not in  default,  (ii) to the  Company's
Knowledge,  no  notice  of  cancellation  or  non-renewal  with  respect  to, or
disallowance of any claim under, any such policy has been received by either the
Company or Gannett and (iii) to the Company's Knowledge, neither the Company nor
Gannett have been refused insurance with respect to the Business or Assets, nor,
to the Company's Knowledge,  has coverage with respect to the Business or Assets
been  previously  canceled  or limited  by an  insurer  to which  Gannett or the
Company  has  applied  for such  insurance  or with which the Company or, to the
Company's Knowledge, Gannett has held insurance within the last three years.

     3.10 Material Contracts. Section 3.10 of the Disclosure Schedule sets forth
all Material Contracts relating to the Station,  including,  without limitation,
all amendments  thereof,  as of the date hereof.  To the extent  received by the
Company  from  Gannett,  complete and  accurate  copies of all written  Material
Contracts  listed  in  Section  3.10 of the  Disclosure  Schedule  and  accurate
summaries  of the  material  terms  of all oral  Material  Contracts  have  been
delivered or made available to Purchaser  (except as otherwise  noted  therein).
Except as set forth in Section 3.10 of the Disclosure Schedule, to the Company's
Knowledge,  (1) each Material Contract and each other contract or agreement that
is material to the  Business is legal,  valid and binding on Gannett and, to the
Company's Knowledge,  the other parties thereto, (2) to the Company's Knowledge,
neither the Company nor  Gannett is in default  under any  Material  Contract or
other  contract or  agreement  that is material to the Business and no event has
occurred  or failed to occur  that,  with or without the giving of notice or the
lapse of time or both,  would result in such a default and (3) to the  Company's
Knowledge,  no other  party  to any  Material  Contract  or  other  contract  or
agreement  that is  material  to the  Business  has  breached  or is in  default
thereunder.

     3.11  Permits and  Licenses;  Compliance  with Law.  Except as disclosed in
Section 3.11 of the Disclosure Schedule, (i) to the Company's Knowledge, Gannett
currently   holds   all  the   material   permits,   licenses,   authorizations,
certificates,  exemptions  and approvals of  Governmental  Authorities  or other
Persons including, without limitation,  Environmental Permits, necessary for the
current  operation  and the  conduct  (as it is  being  conducted  prior  to the
Closing) of the Business, other than the FCC Licenses (which are provided for in
Section 3.12 hereof) (collectively,  "Permits"), and all material Permits are in
full force and effect, (ii) to the Company's Knowledge,  since November 1, 1996,
Gannett has not  received  any written  notice from any  Governmental  Authority
revoking,  canceling,  rescinding,  modifying  or refusing to renew any material
Permit and, (iii) to the Company's Knowledge,  Gannett is in material compliance
with the requirements of all material Permits.

     Except as  disclosed  in Section 3.11 of the  Disclosure  Schedule,  to the
Company's Knowledge,  (i) Gannett is in compliance in all material respects with
all  Laws  and   Governmental   Orders,   other  than  the  FCC  Licenses,   the
Communications  Act and the rules and regulations of the FCC (which are provided
for in Section 3.12 hereof),  applicable to the conduct of the Business as it is
being  conducted  prior to the Closing,  and (ii) Gannett has not been  charged,
since  November 1, 1996, by any  Governmental  Authority with a violation of any
Law or any Governmental Order relating to the Station, which charge has not been
fully resolved and, to the extent required, accounted for.

     3.12 FCC  Licenses.  Except as disclosed in Section 3.12 of the  Disclosure
Schedule,  (i) to the Company's Knowledge,  Gannett holds, and immediately prior
to the Closing

<PAGE>

                                                                              14

the Company will hold, the FCC Licenses listed in Section 3.12 of the Disclosure
Schedule, which FCC Licenses expire on the respective dates set forth in Section
3.12 of the Disclosure Schedule;  (ii) to the Company's Knowledge,  Section 3.12
of the  Disclosure  Schedule  sets forth a true and complete list of any and all
pending applications filed with the FCC by Gannett,  true and complete copies of
which (to the extent  received from Gannett by the Company) have been  delivered
to  Purchaser  or made  available  for  inspection  by  Purchaser;  (iii) to the
Company's  Knowledge,  the FCC Licenses listed in Section 3.12 of the Disclosure
Schedule  constitute all of the licenses and  authorizations  required under the
Communications  Act  and  the  current  rules  and  regulations  of  the  FCC in
connection with the operation of the Station as currently operated;  (iv) to the
Company's  Knowledge,  the FCC Licenses are in full force and effect through the
dates set forth in Section  3.12 of the  Disclosure  Schedule,  and there is not
pending or, to the Company's  Knowledge,  threatened any action by or before the
FCC to  revoke,  suspend,  cancel,  rescind,  modify,  or refuse to renew in the
ordinary  course any of the FCC Licenses;  (v) to the Company's  Knowledge,  the
Station is operating in  compliance  with the FCC Licenses and in  compliance in
all material  respects  with the  Communications  Act and the current  rules and
regulations of the FCC and have been assigned  digital  television  frequencies;
and (vi) to the Company's Knowledge,  there exist no facts, conditions or events
relating to Gannett or the Company  that would  reasonably  be expected to cause
the  revocation  of FCC  Licenses  or denial by the FCC of the  application  for
consent to the  assignment of the FCC Licenses as provided in this  Agreement or
the Gannett Purchase Agreement.  To the Company's  Knowledge,  Gannett has filed
all reports, forms and statements,  including, without limitation,  construction
permit  applications  for digital  television  channels  required to be filed by
Gannett with the FCC and  maintained in its public files in accordance  with the
rules and regulations of the FCC.

     3.13  Environmental  Matters.  Except as  disclosed  in Section 3.13 of the
Disclosure Schedule,  to the Company's  Knowledge,  (i) Hazardous Materials have
not been  Released  on any Real  Property  except in  material  compliance  with
applicable  Law;  (ii) there have been no events  related to the Business or the
Real  Property  that would  reasonably  be expected to give rise to any material
liability under any Environmental Law; (iii) the Business, the Real Property and
the Leased  Property is now,  and for the past five years has been,  in material
compliance  with all  applicable  Environmental  Laws and  there  are no  extant
conditions that would reasonably be expected to constitute an impediment to such
compliance in the future;  (iv) the Business has disposed of all wastes  arising
from or otherwise  relating to its business,  including those wastes  containing
Hazardous  Materials,  in material compliance with all applicable  Environmental
Laws  (including  the filing of any required  reports with respect  thereto) and
Environmental  Permits  and  (v)  there  are no  pending  or,  to the  Company's
Knowledge,  threatened Environmental Claims against Gannett relating to the Real
Property.

     3.14 Employee Benefit Matters.  The Company has made available to Purchaser
copies of all material  Employee Benefit Plans (including,  without  limitation,
all plans governed by ERISA,  providing  pension  benefits or providing  health,
life insurance or disability benefits) relating to the Station), which plans are
set forth in Section 3.14 of the Disclosure Schedule. To the Company's Knowledge
and except as set forth in Section  3.14 of the  Disclosure  Schedule,  all such
Employee  Benefit Plans are in compliance  with the terms of the applicable plan
and the  requirements  prescribed  by  applicable  law  currently in effect with
respect  thereto  (including  Sections  4980B and 5000 of the Code) and,  to the
Company's  Knowledge,  Gannett  has  performed  in  all  material  respects  all
obligations required to be performed by it under, and is not in default under or
in violation of, any of the terms of such Employee Benefit Plans where any

<PAGE>

                                                                              15

such noncompliance,  nonperformance, default or violation would, individually or
in the  aggregate,  be  reasonably  expected to result in liability in excess of
$25,000.  To the Company's  Knowledge,  Gannett has no  post-retirement  welfare
obligations with respect to the Business.  To the Company's  Knowledge,  Gannett
has not incurred,  and, to the Company's  Knowledge,  no event,  transaction  or
condition has occurred or exists which is  reasonably  expected to result in the
occurrence of any liability to the Pension Benefit Guaranty  Corporation  (other
than  contributions  to the plan and  premiums to the Pension  Benefit  Guaranty
Corporation  which,  in either  event,  are not in default)  or any  "withdrawal
liability"  within the meaning of Section 4201 of ERISA,  or any other liability
pursuant  to Title I or IV of  ERISA or the  penalty,  excise  tax or joint  and
several liability  provisions of the Code relating to employee benefit plans, in
any  such  case  relating  to any  Employee  Benefit  Plan or any  pension  plan
maintained by any company that during the last five years was or currently would
be treated as a single employer with the Company or Gannett, as the case may be,
under  Section 4001 of ERISA or Section 414 of the Code (an "ERISA  affiliate"),
where  individually  or in the  aggregate,  in  any of  such  events,  any  such
liability would be in excess of $25,000. To the Company's  Knowledge,  except as
set forth in Section 3.14 of the Disclosure Schedule and except for such matters
that would not,  individually  or in the  aggregate,  reasonably  be expected to
result in liability in excess of $25,000, each Employee Benefit Plan relating to
the Station  intended to be "qualified"  within the meaning of Section 401(a) of
the Code has  received a  favorable  determination  letter  that such plan is so
qualified and the trusts  maintained  thereunder  are exempt from taxation under
Section 501(a) of the Code and, to the Company's Knowledge, is so qualified, and
no such  Employee  Benefit  Plan holds  employer  securities.  To the  Company's
Knowledge  and except as set forth in Section 3.14 of the  Disclosure  Schedule,
neither Gannett nor any ERISA Affiliate has ever made or been obligated to make,
or reimbursed or been obligated to reimburse another employer for, contributions
to any multiemployer  plan (as defined in ERISA Section 3(37)). To the Company's
Knowledge  and except as set forth in Section 3.14 of the  Disclosure  Schedule,
the Employee  Benefit Plans are not presently  under audit or  examination  (and
have  not  received   notice  of  a  potential  audit  or  examination)  by  any
governmental authority, and no matters are pending with respect to the Qualified
Plan under any governmental  compliance  programs.  To the Company's  Knowledge,
with respect to each  Employee  Benefit Plan of the Station,  there have been no
violations  of  Code  Section  4975 or  ERISA  Sections  404 or 406 as to  which
successful claims would,  individually or in the aggregate,  result in liability
in excess of $25,000  for  Gannett,  the  Company or any Person  required  to be
indemnified by either of them. To the Company's  Knowledge,  except as set forth
in Section 3.14 of the Disclosure Schedule,  and except as expressly provided in
this  Agreement,  the  consummation  of the  transactions  contemplated  by this
Agreement will not (i) entitle any current or former  employee or officer of the
Business to severance pay,  unemployment  compensation or other payment, or (ii)
accelerate  the  time  of  payment  or  vesting,   or  increase  the  amount  of
compensation due any such employee or officer. To the Company's Knowledge, there
are no  pending  or  threatened  or  anticipated  claims  by or on behalf of any
Employee  Benefit Plan relating to the Station,  by any employee or  beneficiary
covered  under any such plan,  or otherwise  involving any such plan (other than
routine claims for benefits)  where any such pending,  threatened or anticipated
claims would, individually or in the aggregate, reasonably be expected to result
in  liability  in excess of $25,000.  The $25,000  liability  threshold  in this
Section  3.14 is intended to apply only to this Section  3.14,  and is in no way
intended to be used in defining materiality anywhere in this Agreement.

     3.15 Labor  Relations.  To the  Company's  Knowledge,  Section  3.15 of the
Disclosure Schedule sets forth a list of all labor  organizations  recognized as
representing the

<PAGE>

                                                                              16

employees  of the  Business.  Complete  and  accurate  copies of all  collective
bargaining  agreements and other labor union contracts  relating to employees of
the  Station  and any such labor  organizations  (to the extent  provided to the
Company by Gannett) have been delivered or made  available to Purchaser.  Except
as disclosed in Section 3.15 of the Disclosure Schedule,  (i) the Company is not
and,  to the  Company's  Knowledge,  Gannett  is  not  party  to any  collective
bargaining  agreement or other labor union  contract  applicable to employees of
the Business, (ii) to the Company's Knowledge,  there are no strikes,  slowdowns
or work stoppages  pending or, to the Company's  Knowledge,  threatened  between
Gannett and any employees of the Business,  and Gannett has not  experienced any
such strike, slowdown, or work stoppage within the past two years, in each case,
as of the  date  of the  Gannett  Purchase  Agreement,  (iii)  to the  Company's
Knowledge,  there are no unfair  labor  practice  complaints  pending or, to the
Company's  Knowledge,  threatened  against the Business relating to employees of
the Business before the National Labor Relations Board or any other Governmental
Authority  or, to the  Company's  Knowledge,  any current  union  representation
questions  involving  employees  of the  Business  and  (iv)  to  the  Company's
Knowledge,   Gannett  is  in  compliance  in  all  material  respects  with  its
obligations  under all Laws and  Governmental  Orders  governing its  employment
practices  with  respect  to  employees  of  the  Business,  including,  without
limitation,   provisions   relating  to  wages,  hours  and  equal  opportunity,
employment discrimination,  workers' compensation, family and medical leave, the
Immigration  Reform  and  Control  Act,  and  occupational   safety  and  health
requirements,  (v) to the Company's Knowledge, all Persons classified by Gannett
as  independent  contractors  with  respect  to  the  Business  do  satisfy  the
requirements  of law to be so  classified,  and,  to  the  Company's  Knowledge,
Gannett has fully and accurately  reported their  compensation on IRS Forms 1099
when required to do so, and (vi) to the Company's Knowledge,  there is no charge
or  compliance  proceeding  actually  pending  or, to the  Company's  Knowledge,
threatened  against  the Company or Gannett  with  respect to  employees  of the
Business before the Equal Employment Opportunity Commission or any state, local,
or  foreign  agency  responsible  for  the  prevention  of  unlawful  employment
practices.

     3.16 Intellectual Property. To the Company's Knowledge, Section 3.16 of the
Disclosure  Schedule includes a complete list of all call letters of the Station
(the "Call  Letters").  Except as disclosed  in Section  3.16 of the  Disclosure
Schedule, to the Company's Knowledge, (i) the rights of Gannett, and immediately
prior to the  Closing,  the  Company,  in or to the  Call  Letters  and,  to the
Company's  Knowledge,  the other  Intellectual  Property do not conflict with or
infringe on the rights of any other Person, (ii) the Company has not and, to the
Company's Knowledge, Gannett has not received any claim from any Person that the
rights of Gannett or the  Company in or to the  Intellectual  Property  conflict
with or  infringe  on the  rights  of any other  Person  and,  to the  Company's
Knowledge,  no such  claim  is  threatened,  (iii) to the  Company's  Knowledge,
Gannett  owns  (free  and  clear  of  any  Encumbrances   other  than  Permitted
Exceptions),  is licensed  or  otherwise  has the right to use all  Intellectual
Property  necessary  for the conduct of the Business as  currently  conducted by
Gannett (free and clear of any  Encumbrances  other than Permitted  Exceptions),
except where the failure to have such rights would not reasonably be expected to
impair the  operations  of the Business in any material  respect and (iv) to the
Company's  Knowledge,  no other Person is  infringing  or diluting the rights of
Gannett with respect to the Intellectual Property.

     3.17 Taxes.  Except as disclosed in Section 3.17 of the Disclosure Schedule
and except  relating  exclusively  to the Gannett Maine Media  Business,  to the
Company's Knowledge (a) all material Tax Returns required to be filed by Gannett
(or to the extent required to be filed

<PAGE>

                                                                              17

by the Company) relating to the Business have been timely filed and all such Tax
Returns  are  correct  and  complete  in all  material  respects;  (b) all Taxes
required  to be paid by  Gannett  (or to the extent  required  to be paid by the
Company)  relating  to the  Business,  whether  or not  shown as due on such Tax
Returns,  have been timely paid other than such Taxes,  if any, as are described
in Section  3.17 of the  Disclosure  Schedule  and are being  contested  in good
faith; (c) there is no action, suit, proceeding,  investigation,  audit or claim
pending or, to the  Company's  Knowledge,  threatened  with  respect to Taxes of
Gannett or the  Company  relating  to the  Station  or for which  Gannett or the
Company may be liable,  and no  adjustment  relating to such Taxes of Gannett or
the Company  relating  to the  Station  has been  proposed in writing by any Tax
authority and remains  unresolved;  (d) there are, and immediately  prior to the
Closing there will be, no Tax liens on any of the assets of the Business  (other
than liens for Taxes that are not yet due and  payable);  and (e) all Taxes that
the  Business is required  to  withhold  or collect  have been duly  withheld or
collected  and,  to the  extent  required,  have  been  paid to the  proper  Tax
authority.

     3.18 Commissions.  There is no broker or finder or other Person who has any
valid  claim  against  the  Company,  Purchaser,  or  any  of  their  respective
Affiliates or any of their  respective  assets for a  commission,  finders' fee,
brokerage  fee or other similar fee in connection  with this  Agreement,  or the
transactions contemplated hereby, by virtue of any actions taken by on or behalf
of the Company, its stockholders or the Company's officers, employees or agents.

     3.19  Affiliate  Transactions.  Except as set forth in Section  3.19 of the
Disclosure  Schedule or as  expressly  otherwise  provided or  permitted in this
Agreement, to the Company's Knowledge,  since December 27, 1997, Gannett has not
engaged in any transaction  with any Affiliate  thereof that was material to the
Business,  and,  to the  Company's  Knowledge,  Gannett  is not a  party  to any
material agreements or arrangements  relating to the Station with any Affiliates
that will  continue in effect after the Closing for the  Purchaser  that are not
immediately  terminable  by the  Purchaser  without  payment  of any  penalty or
premium.

     3.20  Accuracy and  Completeness  of  Representations  and  Warranties.  No
representation  or  warranty  made  by the  Company  in this  Article  3, to the
Company's Knowledge, contains any untrue statement of a material fact or omits a
material  fact  necessary  in order to make the  representation  or warranty not
misleading.

     Article 4. Representations and Warranties of Purchaser.

     Purchaser represents and warrants to the Company as follows:

     4.1   Organization   and  Standing.   Purchaser  is  a   corporation   duly
incorporated,  validly  existing,  and in good  standing  under  the laws of its
jurisdiction  of  incorporation  and  has  all  requisite  corporate  power  and
authority to own, lease and operate its properties and assets and to conduct its
business.

     4.2 Binding  Agreement.  Purchaser  has all requisite  corporate  power and
authority to enter into this  Agreement,  to execute and deliver this  Agreement
and the Bill of Sale,  Assignment  and  Assumption  Agreement,  to carry out its
obligations   hereunder  and  thereunder  and  to  consummate  the  transactions
contemplated  hereby and thereby.  The execution and delivery of this  Agreement
and the Bill of Sale, Assignment and Assumption Agreement by

<PAGE>

                                                                              18

Purchaser and the  consummation  by Purchaser of its  obligations  hereunder and
thereunder have been duly and validly authorized by all necessary  corporate and
stockholder action on the part of Purchaser. This Agreement has been and, on the
Closing Date, the Bill of Sale, Assignment and Assumption Agreement will be duly
executed  and   delivered  on  behalf  of  Purchaser   and,   assuming  the  due
authorization, execution and delivery by the Company, constitutes a legal, valid
and binding  obligation of Purchaser  enforceable in accordance  with its terms,
subject to  applicable  bankruptcy  and  similar  laws  affecting  the rights of
creditors  generally and to general principles of equity (whether applied at law
or equity).

     4.3 Absence of Conflicting  Agreements or Required Consents.  Except as set
forth in Section 4.3 of the Disclosure  Schedule,  the  execution,  delivery and
performance by Purchaser of this Agreement and the Bill of Sale,  Assignment and
Assumption Agreement do not and will not (a) violate, conflict with or result in
the  breach or  default of any  provision  of the  certificate  or  articles  of
incorporation  or  by-laws  of  Purchaser,   (b)  materially  conflict  with  or
materially violate any material Law or material Governmental Order applicable to
Purchaser  or  any  of  its  properties  or  assets,  (c)  except  for  (i)  the
notification requirements of the HSR Act, (ii) such filings with, and orders of,
the FCC as may be required under the  Communications Act and the FCC's rules and
regulations in connection with this Agreement and the transactions  contemplated
hereby  and  (iii)  such  matters  that  would not  reasonably  be  expected  to
materially  impair or delay the  consummation of the  transactions  contemplated
hereby, require any consent,  approval,  authorization or other order of, action
by,   registration  or  filing  with  or  declaration  or  notification  to  any
Governmental  Authority  or any other Person or (d) except for such matters that
would not reasonably be expected to materially  impair or delay the consummation
of the transaction  contemplated hereby,  conflict with, result in any violation
or breach of, constitute a default (or event which with the giving of notice, or
lapse of time or both, would become a default) under, require any consent under,
or  give  to  others  any  rights  of  termination,   amendment,   acceleration,
suspension,  revocation  or  cancellation  of, or result in the  creation of any
Encumbrance  on any of the  Purchaser's  assets  pursuant  to,  any note,  bond,
mortgage or indenture,  contract, agreement, lease, sublease, license or permit,
or franchise to which Purchaser is a party or by which its assets are bound.

     4.4  Litigation.  Except as  described  in  Section  4.4 of the  Disclosure
Schedule,  there are no Actions pending or, to Purchaser's knowledge, any Action
threatened  to be  brought  by or before  any  Governmental  Authority,  against
Purchaser or any of its Affiliates that (i) seeks to question,  delay or prevent
the  consummation  of  the  transactions   contemplated  hereby  or  (ii)  would
reasonably  be expected to affect  adversely the ability of Purchaser to fulfill
its obligations hereunder, including without limitation, Purchaser's obligations
under Articles 1 and 2 hereof.

     4.5  Commissions.  There is no broker or finder or other Person who has any
valid claim against the Company,  Purchaser,  any of their respective Affiliates
or any of their respective assets for a commission,  finders' fee, brokerage fee
or other  similar fee in connection  with this  Agreement,  or the  transactions
contemplated  hereby,  by  virtue  of  any  actions  taken  by on or  behalf  of
Purchaser, or its officers, employees or agents.

     4.6 Financing.  Purchaser will at Closing have sufficient  funds to pay the
Purchase  Price  pursuant  to  this  Agreement  and  otherwise  to  satisfy  its
obligations hereunder. <PAGE>

                                                                              19

     4.7  Purchaser's  Qualification.  Except as set forth in Section 4.7 of the
Disclosure  Schedule,  (i) Purchaser  does not know of any fact or  circumstance
that  could  reasonably  be  expected  to result  in a  finding  by the FCC that
Purchaser is not qualified legally,  financially or otherwise to be the licensee
of the Stations as its  operations  are now being  conducted and (ii) except for
the FCC's  Duopoly  Rule,  a waiver of which  will be  requested  by  Purchaser,
Purchaser  does not know of any policy,  rule,  regulation  or ruling of the FCC
that could  reasonably  be expected to be  violated  by the  acquisition  of the
Stations by Purchaser.

     4.8  Accuracy  and  Completeness  of  Representations  and  Warranties.  No
representation  or warranty  made by  Purchaser  in this  Article 4 contains any
untrue  statement of a material fact or omits a material fact necessary in order
to make the representation or warranty not misleading.

     Article 5. Covenants and Agreements.

     5.1 Conduct of the Business Prior to Closing; Access. The Company covenants
as follows:

          (a)  Prior to  Closing,  the  Company  will not  with  respect  to the
     Business:

               (i) create,  assume or subject any of the assets of the  Business
          to any Encumbrance,  other than Permitted  Exceptions and Encumbrances
          that will be released at or prior to the Closing;

               (ii) make any material changes in the operations of the Business;

               (iii)  other  than,  in each  case,  in the  ordinary  course  of
          business  consistent  with  past  practice,  sell,  transfer,   lease,
          sublease,  license or otherwise  dispose of any material assets of the
          Business,  other than the sale of obsolete  Equipment that has been or
          is replaced with Equipment of like kind;

               (iv) (A) grant any  increase,  or announce any  increase,  in the
          wages, salaries,  compensation,  bonuses, incentives, pension or other
          benefits  payable  by  the  Company  to any  of  the  officers  or key
          employees of the Business, including, without limitation, any increase
          or change  pursuant to any Employee  Benefit Plan, or (B) establish or
          increase or promise to increase or  accelerate  the payment or vesting
          of any  benefits  under any  Employee  Benefit  Plan with  respect  to
          officers or  employees of the  Business,  in the case of either (A) or
          (B) except (I) as required by Law,  (II) that involve  only  increases
          consistent  with the past  practices  of the Company or Gannett (or as
          otherwise required or allowed under the Gannett Purchase Agreement, as
          the case may be, but in no event more than 5%, (III) as required under
          any existing  agreement or  arrangement,  (IV) that involve  increases
          related to  promotions  to the  extent  such  increases  result in the
          compensation  and benefits of the relevant  employee being  consistent
          with the  compensation  and  benefits  provided  to the holder of such
          position in the past or

<PAGE>

                                                                              20

          (V)  that  relate  to  the  supplemental  executive  retirement  plans
          identified in Section 3.14 of the Disclosure Schedule;

               (v) make any change in any  method of  accounting  or  accounting
          practice  or policy  used by the  Company or Gannett in respect of the
          Business, other than as required by law or under GAAP;

               (vi)  fail  to  maintain  in full  force  and  effect  all of its
          existing  casualty,  liability  or  other  insurance  relating  to the
          Station  through  the  Closing in  amounts at least  equal to those in
          effect on the date hereof;

               (vii) make any  capital  expenditures  relating to the Station in
          excess of $500,000 in the aggregate that are not  contemplated  in the
          capital improvements budgeted for 1998;

               (viii) (A) amend the  payment  terms of any  Program  Contract to
          provide  that  payments  that  would  otherwise  be made  prior to the
          Closing are made after the Closing or (B) acquire, enter into, modify,
          change or extend the term of (x) any Program  Contract  providing  for
          payments in excess of $10,000 or with a term  greater than one year or
          (y) Program  Contracts not subject to clause (x) that in the aggregate
          provide for payments in excess of $200,000;

               (ix) acquire,  enter into,  modify,  change or extend the term of
          any Material  Contract,  provided that this clause (ix) will not apply
          to the  acquisition or entering into of any new Material  Contract not
          otherwise  subject  to clauses  (i) to (viii) or clauses  (x) to (xvi)
          hereof with respect to which all Liabilities of the Company thereunder
          relating  to the  Station  will be  fully  satisfied,  discharged  and
          performed prior to the Closing with no adverse effect on Purchaser;

               (x) compromise,  settle, grant any waiver or release relating to,
          or otherwise adjust, any material Action,  material Liabilities or any
          other material claims or material rights relating to the Station;

               (xi)  enter  into  any new  agreement,  contract,  commitment  or
          arrangement  with any  Affiliate  of the Company  that will be binding
          upon Purchaser, the Assets or the Station after the Closing;

               (xii)  apply to the FCC for any  construction  permit  that would
          adversely  affect  the  Station's  present  operations,  or  make  any
          material change in the Station's buildings, leasehold improvements, or
          fixtures;

               (xiii)  except with respect to  promotion  during  ratings  sweep
          periods (which shall not be subject to this clause (xiii)), enter into
          any trade, barter or similar agreements (other than Program Contracts)
          for the sale of advertising  time that would be binding on the Station
          after  the  Closing  for any  property  or  services  in lieu of or in
          addition to cash that requires the provision of broadcast  time having
          a value that exceeds $10,000 in any individual agreement or

<PAGE>

                                                                              21

          $200,000 in the aggregate;

               (xiv) take any action,  or refrain  from taking any action,  that
          would constitute a material breach of,  constitute a default (or event
          which  with the  giving  of  notice,  or lapse of time or both,  would
          become a default)  under, or give to others any rights of termination,
          amendment,  acceleration,  suspension,  revocation or cancellation of,
          any Material Contract;

               (xv) enter into or renew any time sales  agreement  except in the
          ordinary course of business for a term not exceeding 12 months; or

               (xvi)  enter  into  any   agreement,   contract,   commitment  or
          arrangement to do any of the foregoing.

          (b) Pending the Closing, the Company shall:

               (1) To the extent  allowed by Gannett under the Gannett  Purchase
          Agreement, give to Purchaser and its representatives reasonable access
          during  normal  business  hours to all of the  employees,  properties,
          books and records of Gannett or the Company that relate to the Station
          and, to the extent  available from, or allowed by, Gannett pursuant to
          the   Gannett   Purchase   Agreement,   furnish   Purchaser   and  its
          representatives  with  such  information  concerning  the  Station  as
          Purchaser  may   reasonably   require,   including   such  access  and
          cooperation   as  may  be  necessary  to  allow   Purchaser   and  its
          representatives  to interview the employees,  to examine the books and
          records of the Station, and to inspect the Real Property and Equipment
          (which  right of access  shall not be exercised in any way which would
          unreasonably  interfere  with  the  normal  operations,   business  or
          activities of the Station);

               (2) To the extent  provided  by Gannett  pursuant  to the Gannett
          Purchase Agreement,  furnish to Purchaser within 20 days after the end
          of each  month  ending  between  the  date of this  Agreement  and the
          Closing an  unaudited  statement  of income and  expense and a balance
          sheet for the Station for the month just ended; and

               (3) To the extent  provided  by Gannett  pursuant  to the Gannett
          Purchase  Agreement,  from time to time,  furnish  to  Purchaser  such
          additional information (financial or otherwise) concerning the Station
          as  Purchaser  may   reasonably   request   (which  right  to  request
          information shall not be exercised in any way which would unreasonably
          interfere  with the normal  operations,  business or activities of the
          Station).

          (c) The Company will deliver to  Purchaser,  within ten Business  Days
     after  delivery  or  receipt,  copies  of  any  reports,   applications  or
     communications to or from the FCC or its staff related to the Station which
     are  delivered  or  received  between  the  date  of the  Gannett  Purchase
     Agreement and the Closing Date.

          5.2 Post-Closing  Covenants and Agreement,  and Other Employee Benefit

<PAGE>

                                                                              22

     Matters.  (a)  Purchaser  shall at all  reasonable  times after  reasonable
     notice to Purchaser  from and after the  Closing,  make  available  without
     cost, for inspection  and/or copying by the Company and any Person that was
     a stockholder of Gannett during any of the tax years (or portions  thereof)
     immediately  preceding the closing under the Gannett Purchase Agreement for
     which the relevant  statute of limitations  (including any waiver  thereof)
     has not expired, or their respective representatives, the books and records
     of the  Business).  Such books and records  shall be preserved by Purchaser
     until the later of the  closing by tax audit of, or the  expiration  of the
     relevant statute of limitations (including any waiver thereof) with respect
     to,  all open tax  periods of Gannett  and such  stockholders  prior to and
     including the time immediately  prior to the Closing.  After the period set
     forth above,  Purchaser may destroy the books and records in its possession
     unless,  before  expiration  of such notice  period the Company  objects in
     writing  to the  destruction  of any or all of such books and  records,  in
     which  case,  such books and records  shall be  delivered  to the  Company.
     Notwithstanding the foregoing, Purchaser shall continue to preserve and, at
     all reasonable times after the Closing, to make available without cost, for
     inspection  and/or  copying  by any  Person  that  was a  trustee  or other
     fiduciary under the Employee Benefit Plans identified in Section 5.2 of the
     Disclosure  Schedule,  the books and records of such Employee  Benefit Plan
     and the books and records of the Business relating thereto.

     (b) Effective as of the Closing,  Purchaser  shall offer  employment to all
then employees of the Business,  on such terms and conditions as Purchaser shall
establish  (except  that base cash  compensation  shall be  comparable  to their
existing  base  cash  compensation),  subject  to the  terms  of any  collective
bargaining   agreement  assumed  by  Purchaser  under  Section  5.2(e)  and  any
employment  agreements  with  specific  Business  Employees,  and  shall  assume
responsibility for all inactive employees of the Business,  subject to the terms
of  this  Section  5.2 and  the  collective  bargaining  agreements  assumed  by
Purchaser  under Section  5.2(e);  provided,  however,  that any employee of the
Business who is not actively employed on the day of the Closing shall be offered
employment  by Purchaser  following the end of any inactive  period  (whether on
account of leave, layoff,  injury or disability) but only to the extent that the
Company would have been obligated to offer active employment to such person upon
the  end  of  such  inactive  period  under  the  Gannett  Purchase   Agreement.
Notwithstanding the foregoing,  Purchaser shall not have any obligation to offer
employment  to  any  employees  of  the  Corporate  Office   ("Corporate  Office
Employees"),  as described in Section 5.2(b) of the Disclosure Schedule. Nothing
in this  Section  5.2(b)  is  intended  to limit the  ability  of  Purchaser  to
terminate the employment of any employee after the Closing.

     (c) Subject to applicable  law and the terms of any  collective  bargaining
agreement assumed pursuant to this Agreement,  if any, Purchaser shall establish
and  maintain  for a period of one year  after the  Closing  Date or the term of
their employment by Purchaser,  whichever is less, for employees of the Business
as of the Closing Date,  benefits that, in the aggregate,  are no less favorable
than the benefits  maintained by the Purchaser for similarly  situated employees
of Purchaser,  provided  that the  foregoing  will not prohibit or in any manner
restrict  Purchaser  from  terminating  or  changing  the  individual  terms  of
employment  of any  Business  Employee  or require  Purchaser  to  maintain  any
specific  benefits or Employee Benefit Plans.  Purchaser shall give employees of
the Business as of the Closing Date and former and inactive  Business  Employees
credit  for  their  service  with  the  Company  and  Gannett  or any  of  their
Subsidiaries  prior to the Closing,  to the same extent that such service  would
have been credited by Purchaser (if they had been employed by Purchaser for such
period of service), for all

<PAGE>

                                                                              23

purposes  under  all  employee  benefit  plans  or  arrangements  maintained  by
Purchaser for current,  former and inactive  Business  Employees  (including any
waiting  periods).  In addition,  Purchaser shall, if applicable,  (i) cause any
pre-existing  condition  limitation  to be  waived  and  (ii)  give  effect,  in
determining  any deductible  and maximum  out-of-pocket  limitations,  to claims
incurred  and amounts  paid by, and amounts  reimbursed  to current,  former and
inactive  Business  Employees  with respect to similar  plans  maintained by the
Company or Gannett prior to the Closing.

     (d)  Purchaser  will assume and  indemnify  and hold  harmless  the Company
Indemnified  Parties against all Liabilities with respect to severance  benefits
arising in connection  with or following the Closing  pursuant to the agreements
set forth in Sections 3.14.1 and 3.14.2 of the Disclosure  Schedule  (subject to
the  right of  recovery  set  forth  in  Section  5.8(a)),  or  pursuant  to any
collective  bargaining  agreement or other  agreements  with Business  Employees
assumed  either  pursuant to this Agreement or by operation of law. With respect
to all current and inactive Business Employees  immediately prior to the Closing
not covered by the agreements  referenced in the immediately preceding sentence,
(x) for a period ending not less than one year after the Closing, Purchaser will
provide such Business  Employees with the same  severance  benefits as Purchaser
provides for similarly  situated  employees of Purchaser (which benefits,  as of
the date hereof, are described in Section 5.2(d) of the Disclosure Schedule) and
(y)  Purchaser   will  assume  and  indemnify  and  hold  harmless  the  Company
Indemnified  Parties against all Liabilities with respect to severance  benefits
arising in connection with or following the Closing.

     (e)  From  and  after  the  Closing,  Purchaser  shall  assume  all  of the
collective bargaining agreements (including, without limitation, pursuant to the
specified  provisions  of the  collective  bargaining  agreements  set  forth in
Section 5.2 of the Disclosure  Schedule) and other labor  contracts with respect
to any Business Employees existing immediately prior to the Closing.

     (f) From and after the Closing,  Purchaser shall assume  sponsorship of the
WOKR-TV  Partners  401(k)  Plan,  and assume  responsibilities  of all  Employee
Benefits  Plans that  provide  post-retirement  life  insurance  or  health,  or
short-term or long-term  disability benefits and be responsible for any benefits
under such Employee  Benefit Plans (i) to which any current,  former or inactive
Business  Employee,  or a  beneficiary  or dependent  of any current,  former or
inactive Business Employee  ("Beneficiary"),  has already become entitled,  (ii)
which  commenced  or (iii) to which any  current,  former or  inactive  Business
Employee has already  become  qualified by reason of age and years of service as
of the Closing,  to the extent such persons are  identified in Section 5.2(f) of
the  Disclosure  Schedule  (which  section shall be updated,  if  necessary,  at
Closing).  From and after the Closing,  Purchaser shall also pay to the Business
Employees  and  Corporate  Office  Employees  listed  in  Section  5.2(f) of the
Disclosure  Schedule the  supplemental  retirement  benefits  provided under the
applicable Gannett supplemental retirement plan.

     (g) From and after the Closing,  Purchaser  shall assume and be responsible
for  any  workers'   compensation  benefits  payable  to  a  Business  Employee,
Beneficiary  or  dependent  of a  Business  Employee  on or after  the  Closing,
including any such benefits that are  attributable to any injury or illness that
occurred  or existed  prior to the  Closing  to the  extent  not  covered by the
Company's workers' compensation insurance policy.

<PAGE>

                                                                              24

     (h)  For a  period  of 90 days  after  the  Closing,  Purchaser  shall  not
implement any employment  terminations,  layoffs or hours reductions or take any
other action which could result in a "plant  closing" or "mass layoff," as those
terms are defined in the Worker  Adjustment and Retraining  Notification  Act of
1988 ("WARN") or similar events under applicable  state law,  affecting in whole
or in part any facility,  site of employment or operating  unit, or any employee
employed by the Business, or which could require either Purchaser or the Company
to give notice or take any other  action  required by WARN or  applicable  state
law.

     (i) From and after the Closing,  Purchaser  shall assume the  Company's and
Gannett's  obligations  and  liabilities  with  respect  to  COBRA  continuation
coverage under Section 4980B of the Code and Section 601 of ERISA ("Continuation
Coverage")  with respect to Business  Employees and shall  provide  Continuation
Coverage to the Business  Employees under  Purchaser's  health and medical plans
(x) with respect to any Business  Employees who remain  employed with either the
Company or Gannett  through the Closing  Date,  for a period of eighteen  months
after the  Closing  or, if  earlier,  until  becoming  eligible  for  comparable
coverage  from another  employer and (y) with respect to any Business  Employees
whose employment  shall have terminated  prior to the Closing,  for remainder of
the period with respect to which Continuation Coverage would otherwise have been
available to them had the Company or Gannett,  as the case may be,  continued to
maintain a group health plan.

     5.3 Cooperation.  Following the execution of this Agreement,  Purchaser and
the Company agree as follows:

          (a) The parties and their  Affiliates  shall each use their reasonable
     efforts,  and shall cooperate  fully with each other in preparing,  filing,
     prosecuting,  and taking any other  actions  with  respect  to, any filings
     (other than  filings  with the FCC,  which are  provided  for in clause (b)
     below), applications, requests, or actions which are or may be necessary to
     obtain  the  consents,  approvals,  authorizations  or other  orders of any
     Governmental Authority which are or may be necessary in order to accomplish
     the transactions  contemplated by this Agreement; and, without limiting the
     generality of the  foregoing,  the parties and their  Affiliates  shall use
     their  respective  reasonable  efforts to prepare  and file as  promptly as
     practicable, but in any event no later than 15 Business Days after the date
     hereof,  all of the information  called for in the  Notification and Report
     Form  required  under the HSR Act and to prepare and file any  supplemental
     information,  also in a timely fashion, which may be required by the United
     States  Department of Justice or the Federal Trade  Commission  pursuant to
     such  Notification  and Report Form  Filings,  and  otherwise  to use their
     respective reasonable efforts to obtain the requisite clearances.

          (b) The parties and their  Affiliates  shall cooperate fully with each
     other in preparing,  filing, prosecuting, and taking any other actions with
     respect to filings with the FCC related to the transactions contemplated by
     this  Agreement,   including,   without   limitation,   preparation  of  an
     application  for the assignment of all of the FCC Licenses to Purchaser and
     any filings by Purchaser requesting temporary waivers for no more than nine
     months of the FCC's  applicable  ownership  rules  necessary  to permit the
     parties to consummate the transactions  contemplated by this Agreement.  As
     promptly  as  practicable,  but in any event not later than  September  25,
     1998, the Company and Purchaser shall jointly file the application with the
     FCC requesting the FCC Consent,

<PAGE>

                                                                              25

     including,  without limitation,  requesting,  consenting to, and taking and
     otherwise seeking any action in connection with a conditional waiver of the
     FCC's Duopoly Rule.  The Company and Purchaser  shall use their  respective
     reasonable  best efforts,  diligently take all necessary and proper actions
     and provide any  additional  information  requested  by the FCC in order to
     obtain promptly the FCC Consent. Notwithstanding the foregoing or any other
     provision of this Agreement,  neither Purchaser nor its officers, directors
     or  Affiliates  shall  request a permanent  waiver of the FCC's  applicable
     ownership  rules or request,  consent to, take or otherwise  seek or pursue
     any action that is inconsistent with the transactions  contemplated by this
     Agreement  or that  reasonably  could be expected to  materially  impede or
     materially  delay  the  FCC  Consent  or  otherwise  materially  impede  or
     materially delay the consummation of the transactions  contemplated by this
     Agreement;  and the receipt of any  permanent  waiver of the  foregoing FCC
     rules shall not be a condition to the obligation of Purchaser to consummate
     the  transactions  contemplated  hereby.  Neither  Purchaser nor any of its
     officers, directors or Affiliates will take any action that would result in
     any  change in the  matters  set forth in  Section  4.7  hereof  that would
     reasonably be expected to materially delay or otherwise  materially  impair
     Purchaser's  ability to consummate the  transactions  contemplated  hereby.
     After  the  date  hereof,  Purchaser  or  its  Affiliates  may  enter  into
     transactions  that  implicate the FCC multiple  ownership  rules so long as
     such transactions  would not reasonably be expected to materially impede or
     materially delay the Closing

          (c) (i) If Purchaser (or its  Affiliates)  or the Company  receives an
     administrative or other order or notification  relating to any violation or
     claimed  violation  of the  rules  and  regulations  of the FCC,  or of any
     Governmental  Authority,  that could affect  Purchaser's  or the  Company's
     ability to consummate the transactions  contemplated hereby, or (ii) should
     Purchaser  (or its  Affiliates)  become  aware of any fact  (including  any
     change in law or regulations  (or any  interpretation  thereof by the FCC))
     relating to the  qualifications of Purchaser (and its controlling  persons)
     that  reasonably  could be expected  to cause the FCC to  withhold  the FCC
     Consent, Purchaser (in the case of clauses (i) and (ii)) or the Company (in
     the case of clause  (i)) shall  promptly  notify the other party or parties
     thereof and shall use its reasonable best efforts to take such steps as may
     be necessary to remove any such impediment to the transactions contemplated
     by  this   Agreement;   and  no  such   notification   shall   affect   the
     representations  or  warranties  of the parties or the  conditions to their
     respective obligations hereunder.

          (d) The parties shall each use their reasonable best efforts to obtain
     as promptly as  reasonably  practical  all consents that may be required in
     connection  with the  assignment  to the  Purchaser  at  Closing of all the
     Company's  right,  title and interest in and to all  Material  Contracts as
     such are acquired by the Company pursuant to the Gannett Purchase Agreement
     and all other  agreements  of the Business to which the Company is a party,
     provided that neither the Company nor  Purchaser  shall be required to make
     any payment to any party to any such Material  Contract or other  agreement
     in order to obtain any such consent.

          (e) To the  extent  that  there  are  third-party  insurance  policies
     maintained  by the Company  covering any Claims or Damages  relating to the
     assets,  business,  operations,  conduct and employees (including,  without
     limitation, former employees) of the Business arising out of or relating to
     occurrences prior to the Closing, the Company shall use all

<PAGE>

                                                                              26

     reasonable  efforts to cause Purchaser to be named as an additional insured
     with respect to such policies.

          (f) Subject to the terms and conditions of this Agreement, each of the
     parties agrees to use its reasonable efforts to take, or cause to be taken,
     all actions and to do, or cause to be done, all things necessary, proper or
     advisable  to  consummate  and make  effective  the  Closing  and the other
     transactions contemplated hereby as soon as practicable.

     5.4 Confidentiality.

     (a) Prior to the Closing. The terms of the Confidentiality Agreement by and
between  Purchaser and Gannett are herewith  incorporated by reference and shall
continue in full force and effect as between  Purchaser  and  Gannett  until the
Closing  and shall  remain  in  effect  as  between  Purchaser  and  Gannett  in
accordance with its terms even if this Agreement is terminated.

     (b) Financial and Tax  Information.  Before and after the Closing,  each of
the  parties  shall  maintain  the  confidentiality  of the  financial  and  tax
information  of the  Persons  other than the  Company in the  possession  of the
Company under terms similar to those set forth in the Confidentiality  Agreement
by and between  Purchaser and Gannett with respect to  "Evaluation  Material" as
though such terms continued after the Closing.

     5.5 Public Announcements.  Except as otherwise required by law or the rules
of any stock exchange, the form and substance of the initial public announcement
of this Agreement and the transactions contemplated hereby, and the time of such
announcement,  shall be approved in advance by the parties and the parties shall
not issue any other  report,  statement or press  release or otherwise  make any
public  announcement  with  respect  to  this  Agreement  and  the  transactions
contemplated  hereby  without  prior  consultation  in good faith with the other
party hereto.

     5.6 No  Solicitation.  The Company shall not, and shall cause its officers,
directors,  representatives,  affiliates  and  associates  not to, (a)  initiate
contact with, solicit, encourage or respond to any inquiries or proposals by, or
(b) enter into any  discussions or negotiations  with, or disclose,  directly or
indirectly,  any information concerning the Business to, or afford any access to
the Company's  properties,  books and records to, any Person in connection  with
any possible  proposal for the acquisition  (directly or indirectly,  whether by
purchase, merger, consolidation or otherwise) of all or substantially all of the
Business.  The Company agrees to terminate  immediately any such  discussions or
negotiations.

     5.7 No Additional  Representations.  Purchaser acknowledges that it and its
representatives  have been  permitted  access to books and records,  facilities,
equipment,  tax  returns,  contracts  and  agreements,  insurance  policies  (or
summaries thereof), and other properties and assets of the Station and that they
and their  representatives have had an opportunity to meet with the officers and
employees  of the Company  and Gannett to discuss the Station and the  Business,
properties and assets.  PURCHASER  ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY
OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY,  EXPRESSED OR IMPLIED,  AS
TO THE ACCURACY OR COMPLETENESS

<PAGE>

                                                                              27

OF ANY  INFORMATION  REGARDING  THE STATION OR THE  BUSINESS  FURNISHED  OR MADE
AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES  EXCEPT AS EXPRESSLY SET FORTH IN

THIS AGREEMENT.

     5.8.  Certain  Payments.  (a) Pursuant to the terms of the Gannett Purchase
Agreement,  the Company has certain rights and  obligations  with respect to the
Severance  Agreements  listed in  Sections  3.14.1 and 3.14.2 of the  Disclosure
Schedule of the Gannett Purchase Agreement,  which Severance  Agreements include
those listed in Sections  3.14.1 and 3.14.2 of the  Disclosure  Schedule  hereto
(the "WOKR Scheduled  Severance  Agreements").  Promptly,  but in no event later
than five  Business  Days  prior to any  payment  due  under the WOKR  Scheduled
Severance  Agreements  to any  employee of the Station  terminated  by Purchaser
prior to 90 days after the Closing  Date under the Gannett  Purchase  Agreement,
Purchaser  shall  notify the Company of the amount to be paid to such  employee,
and the Company shall make the payment to such  terminated  employee as provided
by the  WOKR  Scheduled  Severance  Agreements  (a  "WOKR  Severance  Payment");
provided  that the  maximum  amount  that the  Company  shall be required to pay
pursuant to this Section  5.8(a) shall be $342,720,  in the  aggregate,  for all
Business Employees as defined hereunder. Within five (5) Business Days after the
Company makes a WOKR Severance  Payment,  Purchaser  shall reimburse the Company
for 50% of the amount of such  payment.  In  addition  to any  reimbursement  by
Purchaser under this Section 5.8(a), to the extent provided by Section 5.8(a) of
the Gannett Purchase Agreement, the Company will be entitled to reimbursement as
provided by the Gannett Purchase Agreement, and nothing in this Agreement or the
Gannett  Purchase  Agreement  shall be construed to give  Purchaser any right of
recovery  to  Purchaser  pursuant  to  Section  5.8(a) of the  Gannett  Purchase
Agreement.

     (a) Pursuant to Section 5.8(b) of the Gannett Purchase  Agreement,  Gannett
will cease operations and vacate the Gannett Corporate Offices,  and the Company
has  agreed  that  it  will  pay,  indemnify,  and  hold  harmless  the  Company
Indemnified  Parties from and against 50% of all Claims and Damages  (including,
without  limitation,  all rent or other payments made under the Corporate Office
Lease  arising out of or relating to the  Corporate  Office Lease) to the extent
such Claims and  Damages  arise out of or relate to (x) the  termination  of the
Corporate  Office Lease or (y) the  post-closing  period after the date in which
the Corporate Office Employees cease using the Corporate  Office,  provided that
the maximum amount that Purchaser  shall be liable for under this Section 5.8(b)
is $80,640. Such payments by the Company thereunder shall be made as the related
Claims and Damages are  incurred.  To the extent the Company is required to make
such payment,  Purchaser  shall  reimburse and pay over to the Company 40.32% of
all such payments made by the Company.  Purchaser  acknowledges  and agrees that
the  Company  may  terminate  the  Corporate  Office  Lease on such terms as the
Company shall determine and otherwise take such action as the Company determines
in connection with its vacating the Corporate Office.

     5.9 Bulk  Sales  Laws.  The  parties  agree to  waive  compliance  with the
provisions of the bulk sales law of any jurisdiction. The Company will indemnify
and hold harmless  Purchaser from and against any and all Liabilities  which may
be  asserted  by  third   parties   against   Purchaser  as  a  result  of  such
noncompliance.

     5.10 Control of the Stations.  Prior to the Closing, control of the Station
(including,  without  limitation,  control over their  finances,  personnel  and
programming) shall

<PAGE>

                                                                              28

remain  with  the  Company  or  Gannett,  as the case may be.  The  Company  and
Purchaser acknowledge and agree that neither Purchaser nor any of its employees,
agents or  representatives,  directly or  indirectly,  shall,  or shall have any
right  to,  control,  direct  or  otherwise  supervise  the  Station,  it  being
understood  that  supervision of all programs,  equipment,  operations and other
activities of the Station shall be the sole  responsibility of, and at all times
prior to the Closing  remain under the complete  control and  direction  of, the
Company  or, if prior to the  Closing  under  the  Gannett  Purchase  Agreement,
Gannett.

     5.11 Use of Certain Names. After the Closing,  neither Purchaser nor any of
its  Affiliates   shall  use   "Sinclair,"   "Sinclair   Broadcast,"   "Sinclair
Television," "Sinclair Communications," "Guy Gannett," "Gannett," or any name or
term  confusingly  similar to the  "Sinclair"  names in any corporate name or in
connection with the operation of any business.

     Article 6. Conditions to Obligations of Purchaser.

     The obligations of Purchaser to consummate the transactions contemplated by
this  Agreement  to occur  at the  Closing  are,  at their  option,  subject  to
satisfaction of each of the following conditions:

     6.1 Representations  and Warranties.  The representations and warranties of
the Company  contained herein shall be true and correct at and as of the Closing
Date as though each such representation and warranty were made at and as of such
time,  other  than  such  representations  and  warranties  as are  made as of a
specific  date, in each case except for changes that are expressly  contemplated
by this Agreement and except for such failures to be true and correct that would
not reasonably be expected to have a Material Adverse Effect.

     6.2  Performance by the Company.  All of the covenants and agreements to be
complied  with and  performed by the Company on or before the Closing Date shall
have been complied with or performed, except for such failures to comply with or
perform that would not reasonably be expected to have a Material Adverse Effect.

     6.3   Certificate.   The  Company  shall  have  delivered  to  Purchaser  a
certificate,  dated as of the Closing Date, executed on behalf of the Company by
its duly authorized  officers or  representatives  to the effect of Sections 6.1
and 6.2.

     6.4 Consents;  No Objections.  (i) The applicable waiting periods under the
HSR Act shall have expired or been terminated; and

     (ii) The parties  shall have  received  all the  authorizations,  consents,
orders and  approvals  from  Governmental  Authorities  and consents  from third
parties,  in each case  listed or  described  in Section  6.4 of the  Disclosure
Schedule.

     (iii) The parties shall have received all authorizations,  consents, orders
and approvals from Governmental  Authorities  necessary to transfer the material
Permits  relating to the  operation  of the  Station's  tower,  transmitter  and
television  broadcasting  studio as such  facilities  are  operating on the date
hereof,  except in each case where the failure to receive  such  authorizations,
consents, orders or approvals would not reasonably be expected to materially

<PAGE>

                                                                              29

adversely   affect   the   operations   of  such   facilities,   or  where  such
authorizations, consents, orders or approvals are customarily obtained after the
Closing of a transaction of this nature.

     6.5 No Proceedings or Litigation. No preliminary or permanent injunction or
other order or decree issued by any United States federal or state  Governmental
Authority,  nor any Law  promulgated  or enacted by any United States federal or
state Governmental Authority, that restrains, enjoins or otherwise prohibits the
transactions  contemplated  hereby or limits the ability in any material respect
of the rights of the Company to hold the Assets (excluding the FCC Licenses) and
conduct the Business as it is being conducted as of the Closing Date, or imposes
civil or criminal penalties on any stockholder, director or officer of Purchaser
if such transactions are consummated, shall be in effect.

     6.6 [Intentionally omitted]

     6.7 FCC Consent. The FCC Consent shall have been issued with respect to the
Station  without  any  conditions  that  are  materially  adverse  to  Purchaser
notwithstanding that it may not have yet become a Final Order, provided that, if
one or more  pre-grant  objections  shall have been  filed  with  respect to the
applications  required  by  Section  5.3(b)  hereof,  it  shall  be a  condition
precedent that the FCC Consent shall have become a Final Order.

     6.8 No Material  Adverse Change.  Since the date of this Agreement  through
the Closing Date, there shall not have occurred any Material Adverse Effect.

     6.9 Opinions of Counsel.  Purchaser  shall have  received (a) an opinion of
Thomas & Libowitz,  P.A.,  dated the Closing Date,  substantially in the form of
Exhibit  E-1 hereto,  and (b) an opinion of Fisher,  Wayland,  Cooper,  Leader &
Zaragoza  L.L.P.,  dated the Closing Date,  substantially in the form of Exhibit
E-2 hereto.

     6.10 Good Standing Certificate. Purchaser shall have received a certificate
as to the formation and good standing of the Company  issued by the Secretary of
State of Maryland, dated not more than five days before the Closing Date.

     6.11 No Transmission  Defects.  There shall not exist any loss or damage at
the Station  which has  resulted in the regular  broadcast  transmission  of the
Station  (including  its  effective  radiated  power)  to be  diminished  in any
material  respect;  provided,  that if any such loss or damage does exist,  then
either or both of the Company and Purchaser shall be entitled, by written notice
to the other,  to  postpone  the  Closing  Date for a period of up to 60 days to
resume the Station's broadcast transmission.

     6.12 Closing on the Gannett Purchase Agreement.  The closing, as defined in
the Gannett Purchase Agreement, shall have occurred or occur simultaneously with
the Closing hereunder.

     Article 7. Conditions to Obligations of the Company.
<PAGE>

                                                                              30

     The obligations of the Company to consummate the transactions  contemplated
by this  Agreement  to occur at the  Closing  are,  at its  option,  subject  to
satisfaction of each of the following conditions:

     7.1 Representations  and Warranties.  The representations and warranties of
Purchaser contained herein shall be true and correct in all material respects at
and as of the Closing Date as though each such  representation and warranty were
made at and as of such time, other than such  representations  and warranties as
are made as of a  specific  date,  in each  case  except  for  changes  that are
expressly contemplated by this Agreement.

     7.2  Performance  by Purchaser.  All of the covenants and  agreements to be
complied  with and  performed by Purchaser on or prior to the Closing Date shall
have been complied with or performed, in all material respects,  except for such
failures  to comply  with or  perform  that would  not,  individually  or in the
aggregate, reasonably be expected to be materially adverse to the Company.

     7.3   Certificate.   Purchaser  shall  have  delivered  to  the  Company  a
certificate,  dated as of the Closing  Date,  executed on behalf of Purchaser by
its duly authorized  officers or  representatives  to the effect of Sections 7.1
and 7.2.

     7.4 Consents;  No Objections.  (i) The applicable waiting periods under the
HSR Act shall have expired or been terminated; and

     (ii) The parties  shall have  received  all the  authorizations,  consents,
orders and  approvals  from  Governmental  Authorities  and consents  from third
parties,  in each case  listed or  described  on Section  7.4 to the  Disclosure
Schedule.

     7.5 No Proceedings or Litigation. No preliminary or permanent injunction or
other order or decree issued by any United States federal or state  Governmental
Authority,  nor any Law  promulgated  or enacted by any United States federal or
state Governmental Authority, that restrains, enjoins or otherwise prohibits the
transactions  contemplated hereby, or imposes civil or criminal penalties on any
stockholder,  director  or  officer  of the  Company  if such  transactions  are
consummated, shall be in effect.

     7.6 FCC Consent. The FCC Consent shall have been issued with respect to the
Stations,  notwithstanding  that it may  not  have  yet  become  a Final  Order,
provided  that, if one or more pre-grant  objections  shall have been filed with
respect to the  applications  required by Section 5.3(b)  hereof,  it shall be a
condition precedent that the FCC Consent shall have become a Final Order.

     7.7  Opinion of  Counsel.  The  Company  shall have  received an opinion of
Rubin,  Winston,  Diercks,  Harris & Cooke,  L.L.P.,  dated  the  Closing  Date,
covering  the same matters  covered by the opinions  delivered by the Company to
Gannett  under  the  Gannett  Purchase  Agreement  and  in  form  and  substance
reasonably satisfactory to the Company.

     7.8  Good  Standing   Certificate.   The  Company  shall  have  received  a
certificate  as to the formation  and good  standing of Purchaser  issued by the
Secretary of State of Delaware,

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                                                                              31

dated not more than five days before the Closing Date.

     7.9. Closing on Gannett Purchase Agreement.  The closing, as defined in the
Gannett Purchase Agreement, shall have occurred or occur simultaneously with the
Closing hereunder.

     Article 8. Indemnification.

     8.1  Indemnification  by  the  Company.  Subject  in  all  respects  to the
provisions  of this Article 8, the Company  hereby  agrees to indemnify and hold
harmless on and after the  Closing  Date,  Purchaser  and its  stockholders  and
Affiliates and their respective officers,  directors,  employees and agents, and
their   respective  and  successors  and  permitted   assigns  (the   "Purchaser
Indemnified  Parties") from and against any Claims and Damages  asserted against
or incurred by them, directly or indirectly,  in connection with, arising out of
or relating  to (i) any breach on the part of the Company of any  representation
or  warranty  made by the  Company  in  Article 3 hereof  or in any  certificate
delivered pursuant to Section 6.3 of this Agreement,  and (ii) any breach on the
part of the  Company of any  covenant or  agreement  made by the Company in this
Agreement.

     8.2 Indemnification by Purchaser. Subject in all respects to the provisions
of this Article 8, Purchaser hereby agrees to indemnify and hold harmless on and
after the Closing Date the Company and its stockholders and Affiliates and their
respective  officers,  directors,  employees  and agents,  and their  respective
successors  and  permitted  assigns   (collectively  the  "Company   Indemnified
Parties"),  from and against any Claims and Damages asserted against or incurred
by them, directly or indirectly,  in connection with, arising out of or relating
to (i) any breach on the part of  Purchaser  of any  representation  or warranty
made by Purchaser in Article 4 hereof or in any certificate  delivered  pursuant
to Section 7.3 of this  Agreement,  (ii) any breach on the part of  Purchaser of
any covenant or agreement  made by the Purchaser in this  Agreement or (iii) any
Assumed Liabilities.

     8.3  Limitations on  Indemnification  Claims and Liability;  Termination of
Indemnification.  (a) The  obligations  to indemnify  and hold harmless a Person
pursuant to  Sections  8.1(i) or 8.1(ii)  shall  terminate  when the  applicable
representation,  warranty,  covenant or agreement terminates pursuant to Section
10.12,  and the  obligations to indemnify and hold harmless a Person pursuant to
Section 8.2(iii) shall not terminate;  provided,  however, that as to clause (i)
above the  obligation to indemnify and hold  harmless  shall not terminate  with
respect to any claim as to which the Person to be indemnified shall have, before
the  termination  of  the  applicable  representation,   warranty,  covenant  or
agreement, previously made a claim for indemnification by delivering a notice to
the indemnifying party in accordance with Section 8.5.

     (b) The Company  shall not be obligated  to indemnify or hold  harmless any
Purchaser  Indemnified Party under Sections 8.1(i) or 8.1(ii),  unless and until
all Claims and Damages  when  aggregated  with the Claims and Damages  under the
Gannet Purchase Agreement,  exceed in the aggregate $550,000,  in which case the
Company  will  (subject  to the  other  provisions  of this  Article  8) only be
obligated to indemnify and hold harmless the Purchaser  Indemnified  Parties for
all of such Claims or Damages under Sections  8.1(i) or 8.1(ii) in the aggregate
in excess of $275,000  (or such pro rata  portion of  $275,000 as is  applicable
when the

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                                                                              32

Claims and Damages of the Company under the Gannett Purchase Agreement are taken
into  account),  provided that the  provisions  of this Section  8.3(b) will not
apply to any breach of any Post-Closing Agreements.

     (c)  Notwithstanding  anything to the contrary in this Agreement and except
for fraud, the sole and exclusive recourse, remedy and source of funds available
to satisfy any claims for  indemnification by the Purchaser  Indemnified Parties
pursuant  to  Sections  8.1(i) or 8.1(ii)  shall be the  amount of the  Security
Escrow then held on deposit with the Security  Escrow Agent subject to the terms
and conditions of the Security Escrow Agreement,  and the Purchaser  Indemnified
Parties will have no recourse  against the assets of the Company (other than the
Security  Escrow then held on deposit with the Security Escrow Agent) in respect
of any such  claim.  Without  limiting  the  foregoing,  the  maximum  aggregate
liability of the Company with  respect to all claims for  indemnification  under
Sections  8.1(i) or 8.1(ii) will be limited to the amount of the Security Escrow
held on deposit from time to time with the Security Escrow Agent.

     (d)  Notwithstanding  anything  to the  contrary  in  this  Agreement,  the
indemnifications  in Sections 8.1 and 8.2 hereof will be the sole and  exclusive
remedies   available  to  Purchaser   and  the  Company  and  their   respective
stockholders  and Affiliates and all of their  respective  officers,  directors,
employees,  agents,  successors  and  assigns,  after the Closing for any claims
arising out of or relating to any breaches of any  representations or warranties
or any covenants or agreements  contained in this Agreement,  or any certificate
delivered  pursuant to this  Agreement  or  otherwise  in  connection  with this
Agreement.  Any claim for  indemnification  must be made as provided in Sections
8.5 and 8.6 hereof.

     8.4 Computation of Claims and Damages.  Whenever the Indemnitor is required
to  indemnify  and hold  harmless the  Indemnitee  from and against and hold the
Indemnitee  harmless from, or to reimburse the Indemnitee for, any item of Claim
or Damage, the Indemnitor will, subject to the provisions of this Article 8, pay
the  Indemnitee  the amount of the Claim or Damage (i) reduced by any amounts to
which the  Indemnitee is entitled  from third  parties in  connection  with such
Claim or Damage  ("Reimbursements"),  (ii)  reduced by the Net  Proceeds  of any
insurance  policy payable to the Indemnitee with respect to such Claim or Damage
and (iii)  reduced  appropriately  to take into  account  any Tax Benefit to the
Indemnitee  with respect to such Claim or Damage  through and  including the tax
year in which the  indemnification  payment  is made,  net of all  income  Taxes
resulting or that will result from the indemnification  payment. For purposes of
this Section 8.4, (x) "Net Proceeds" shall mean the insurance  proceeds payable,
less any deductibles,  co-payments,  premium increases,  retroactive premiums or
other  payment  obligations  (including  attorneys'  fees  and  other  costs  of
collection)  that  relates  to or  arises  from  the  making  of the  claim  for
indemnification and (y) "Tax Benefit" shall mean any benefit to be recognized by
the  Indemnitee  in  connection  with the Claim or Damage based upon the highest
blended (federal,  state, local and foreign) marginal income Tax rate applicable
to the  Indemnitee  during the taxable year for which a return was most recently
filed  with the  Internal  Revenue  Service  (based on the date of the claim for
indemnification).  The Indemnitor shall use commercially reasonable efforts (the
expenses of which  shall be  considered  Claims and Damages for  purposes of the
relevant  indemnity  claim) to pursue  Reimbursements  or Net Proceeds  that may
reduce  or  eliminate  Claims  and  Damages.  If  any  Indemnitee  receives  any
Reimbursement,  Tax Benefit or Net Proceeds after an indemnification  payment is
made which relates  thereto or if any Indemnitee  receives a Tax Benefit arising
after the tax year in which an indemnification

<PAGE>

                                                                              33

payment is made which relates  thereto,  the Indemnitee  shall promptly repay to
the  Indemnitor  (or to the  Security  Escrow  if  such  repayment  is made by a
Purchaser  Indemnified  Party prior to the  termination of the Security  Escrow)
such amount of the  indemnification  payment as would not have been paid had the
Reimbursement,  Tax Benefit or Net Proceeds  reduced the  original  payment (any
such  repayment  shall  be  a  credit  against  any  applicable  indemnification
threshold  or  limitation  set forth in Section  8.3(b)  hereof) at such time or
times as and to the extent that such Reimbursement,  Tax Benefit or Net Proceeds
is actually received.

     8.5 Notice of Claims. Upon obtaining knowledge of any Claim or Damage which
has given rise to, or could reasonably give rise to, a claim for indemnification
hereunder,  the Person seeking  indemnification  (the  "Indemnitee")  shall,  as
promptly  as  reasonably  practicable  (but in no  event  later  than  30  days)
following  the date the  Indemnitee  has obtained such  knowledge,  give written
notice  (a  "Notice   of  Claim")  of  such  claim  to  the  other   party  (the
"Indemnitor").  The Indemnitee shall furnish to the Indemnitor in good faith and
in reasonable detail such information as the Indemnitee may have with respect to
such indemnification claim (including copies of any summons,  complaint or other
pleading  which  may have  been  served  on it and any  written  claim,  demand,
invoice, billing or other document evidencing or asserting the same). No failure
or delay by the Indemnitee in the  performance of the foregoing  shall reduce or
otherwise  affect the  obligation  of the  Indemnitor  to indemnify and hold the
Indemnitee harmless,  except to the extent that such failure or delay shall have
adversely affected the Indemnitor's ability to defend against, settle or satisfy
any  liability,  damage,  loss,  claim or demand  for which such  Indemnitee  is
entitled to  indemnification  hereunder.  For  purposes of this  Section  8.5, a
Notice of Claim  given in good faith must  include a good faith  estimate of the
amount of the claim to the extent it is reasonably practicable to determine such
estimate (and, if it is not practicable to determine such estimate and the claim
is made by a Purchaser  Indemnified  Party,  the amount of the  Security  Escrow
proposed in good faith to be reserved with respect to such claim).

     8.6 Defense of Third Party Claims.  If any claim set forth in the Notice of
Claim given by an Indemnitee  pursuant to Section 8.5 hereof is a claim asserted
by a third  party,  the  Indemnitor  shall  have 30 days after the date that the
Notice of Claim is given by the  Indemnitee to notify the  Indemnitee in writing
of the  Indemnitor's  election to defend such third party claim on behalf of the
Indemnitee.  If the  Indemnitor  elects to defend  such third party  claim,  the
Indemnitee   shall  make   available  to  the  Indemnitor  and  its  agents  and
representatives all witnesses,  pertinent records,  materials and information in
the Indemnitee's  possession or under the Indemnitee's  control as is reasonably
required by the  Indemnitor  and shall  otherwise  cooperate with and assist the
Indemnitor  in the  defense  of  such  third  party  claim,  and so  long as the
Indemnitor  is defending  such third party claim in good faith,  the  Indemnitee
shall not pay,  settle or compromise  such third party claim.  If the Indemnitor
elects to defend such third party claim,  the Indemnitee shall have the right to
participate in the defense of such third party claim,  at the  Indemnitee's  own
expense. In the event,  however,  that the Indemnitee reasonably determines that
representation  by  counsel to the  Indemnitor  of both the  Indemnitor  and the
Indemnitee  may present  such  counsel  with a conflict of  interest,  then such
Indemnitee  may employ  separate  counsel to  represent or defend it in any such
action or proceeding and the Indemnitor will,  subject to the provisions of this
Article 8, pay the reasonable  fees and  disbursements  of such counsel.  If the
Indemnitor  does not elect to defend  such third  party claim or does not defend
such third party claim in good faith,  the Indemnitee  shall have the right,  in
addition to any other right or remedy it may have hereunder, at the Indemnitor's
expense, to

<PAGE>

                                                                              34

defend such third party claim; provided, however, that such Indemnitee's defense
of or its  participation  in the defense of any such third party claim shall not
in any way diminish or lessen the indemnification  obligations of the Indemnitor
under this  Article 8. If the  Indemnitor  shall  assume the  defense of a third
party claim, it shall not settle such claim without the prior written consent of
the  Indemnitee (i) unless such  settlement  includes as an  unconditional  term
thereof  the  giving by the  claimant  of a release of the  Indemnitee  from all
Liability  with  respect to such claim or (ii) if such  settlement  involves the
imposition of equitable  remedies or the  imposition of any  obligations on such
Indemnitee  other than financial  obligations  for which such Indemnitee will be
indemnified  hereunder.  If the  Indemnitee  is defending a third party claim it
will not settle such claim  without  prior  written  consent of the  Indemnitor,
which will not be unreasonably withheld or delayed.

     8.7 Third Party Beneficiaries.

     (a) Each of the Purchaser  Indemnified  Parties and the Company Indemnified
Parties  shall be  third  party  beneficiaries,  and  entitled  to  enforce  the
provisions of, this Article 8.

     Article 9. Definitions.

     Unless otherwise stated in this Agreement,  the following capitalized terms
have the following meanings:

          Accounting Firm Determination has the meaning set forth in Section 2.2
     of the Gannett Purchase Agreement.

          Action means any action,  suit, claim,  arbitration,  or proceeding or
     investigation (of which the Company has knowledge)  commenced by or pending
     before any Governmental Authority.

          Actual Net Financial Assets has the meaning set forth in Section 2.3.

          Adjustment has the meaning set forth in Section 2.3 hereof.

          Adjustment Escrow has the meaning set forth in Section 2.2(ii) hereof.

          Adjustment  Escrow  Agent has the  meaning  set forth in  Section  2.3
     hereof.

          Adjustment  Escrow  Agreement has the meaning set forth in Section 2.3
     hereof.

          Adjustment Agreement has the meaning set forth in Section 2.3 hereof.

          Affiliate  means,  with  respect to any  specified  Person,  any other
     Person that  directly,  or indirectly  through one or more  intermediaries,
     controls,  is controlled by, or is under common control with such specified
     Person.

          Agreement or this Agreement means this Purchase  Agreement dated as of
     the date  first  above  written  (including  the  Exhibits  hereto  and the
     Disclosure Schedule) and all

<PAGE>

                                                                              35

     amendments  hereto made in accordance  with the  provisions of Section 10.8
     hereof.

          Allocation has the meaning set forth in Section 2.5 hereof.

          Assets has the meaning set forth in Section 1.1 hereof.

          Assumed Liabilities has the meaning set forth in Section 1.3 hereof.

          Audited Financial  Statements has the meaning set forth in Section 3.5
     hereof.

          Beneficiary has the meaning set forth in Section 5.2 hereof.

          Bill of Sale,  Assignment and Assumption Agreement has the meaning set
     forth in Section 1.7 hereof.

          Business  means  all  of  the  Company's   business,   operations  and
     activities of television broadcast station WOKR-TV,  Channel 13, Rochester,
     New York,  acquired by the  Company  from  Gannett  pursuant to the Gannett
     Purchase Agreement.

          Business Employees means all current, former and inactive employees of
     the Business.  For the avoidance of doubt,  Corporate Office Employees will
     not be considered Business Employees.

          Business  Day means any day that is not a Saturday,  a Sunday or other
     day on which banks are  required or  authorized  by law to be closed in the
     City of New York.

          Call Letters has the meaning set forth in Section 3.16 hereof.

          CERCLA means the Comprehensive  Environmental Response,  Compensation,
     and Liability Act of 1980, as amended.

          Claims  and  Damages  means  any  and  all  losses,  claims,  demands,
     liabilities,  obligations,  actions, suits, orders, statutory or regulatory
     compliance requirements,  or proceedings asserted by any Person (including,
     without  limitation,  Governmental  Authorities),  and all damages,  costs,
     expenses, assessments,  judgments,  recoveries and deficiencies,  including
     interest,  penalties,   investigatory  expenses,   consultants'  fees,  and
     reasonable attorneys' fees and costs (including,  without limitation, costs
     incurred  in  enforcing  the  applicable  indemnity),  of  every  kind  and
     description,  contingent  or  otherwise,  incurred by or awarded  against a
     party,  provided that "Claims and Damages"  shall not include any indirect,
     consequential,  incidental,  exemplary or punitive damages or other special
     damages or lost profits (except to the extent payable to a third party as a
     result of a third party claim).

          Closing has the meaning set forth in Section 1.6 hereof.

          Closing Date has the meaning set forth in Section 1.6 hereof.

          Closing Statement has the meaning set forth in Section 2.2 hereof.

<PAGE>

                                                                              36

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

          Communications Act means the Communications Act of 1934, as amended.

          Company has the meaning  specified  in the  introductory  paragraph to
     this Agreement.

          Company  Indemnified  Parties  shall  have the  meaning  set  forth in
     Section 8.2.

          Continuation Coverage has the meaning set forth in Section 5.2 hereof.

          Control (including the terms "controlled by" and "under common control
     with"),  with  respect  to the  relationship  between  or among two or more
     Persons,  means the  possession,  directly or  indirectly,  of the power to
     direct or to cause the  direction of the affairs or management of a Person,
     whether  through  the  ownership  of  voting  securities,  by  contract  or
     otherwise,  including,  without  limitation,  the  ownership,  directly  or
     indirectly, of securities having the power to elect a majority of the board
     of directors or similar body governing the affairs of such Person.

          Corporate Office Employees has the meaning set forth in Section 5.2.

          Corporate  Office  Lease means the Lease dated as of February 16, 1989
     between the Company  and One City  Center  Associates,  and all addenda and
     amendments thereto and memoranda relating thereto.

          Defined  Contribution  Plan has the  meaning  set forth in Section 5.2
     hereof.

          Disclosure  Schedule  means the Disclosure  Schedule,  dated as of the
     date hereof,  delivered to Purchaser by the Company in connection with this
     Agreement.

          Employee  Benefit Plans means all "employee  benefit plans" within the
     meaning of Section 3(3) of ERISA, all bonus, stock option,  stock purchase,
     incentive,  deferred compensation,  supplemental retirement,  severance and
     other  employee   benefit  plans,   programs,   policies  or  arrangements,
     employment agreements,  severance agreements, severance pay policies, plant
     closing benefits, executive compensation arrangements, sick leave, vacation
     pay, salary continuation for disability,  consulting, or other compensation
     arrangements,  worker's compensation,  hospitalization,  medical insurance,
     life insurance,  tuition  reimbursement or scholarship  programs,  employee
     discounts,  employee loans, employee banking privileges,  any plans subject
     to Section 125 of the Code, and any plans providing benefits or payments in
     the  event  of a change  of  control,  change  in  ownership,  or sale of a
     substantial  portion  (including all or substantially all) of the assets of
     any business or portion  thereof,  in each case with respect to any present
     or former employees, directors, or agents and without regard to whether the
     plan or  arrangement  was previously  terminated (if potential  liabilities
     remain) or  compensation  agreements,  in each case for the  benefit of, or
     relating to, any current employee or former employee of the Business.

          Encumbrance  means  any  security  interest,  pledge,  mortgage,  lien
     (including,

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                                                                              37

     without limitation,  tax liens),  charge,  encumbrance,  easement,  adverse
     claim, preferential arrangement, restriction or defect in title.

          Environmental Claims means any and all actions, suits, demands, demand
     letters,   claims,   liens,   notices  of   non-compliance   or  violation,
     investigations,  proceedings, consent orders or consent agreements relating
     in any way to any Environmental  Law, any Environmental  Permit,  Hazardous
     Materials  or arising  from  alleged  injury or threat of injury to health,
     safety  or  the   environment,   including,   without   limitation  (a)  by
     Governmental  Authorities  for  enforcement,  cleanup,  removal,  response,
     remedial  or other  actions or damages  and (b) by any Person for  damages,
     contributions,  indemnification,  cost recovery, compensation or injunctive
     relief.

          Environmental  Law means any Law relating to the environment,  health,
     safety or Hazardous  Materials,  in force and effect on the date hereof or,
     in the case of the Company's certificate to be delivered in accordance with
     the provisions of Section 6.3 hereof, on the Closing Date (exclusive of any
     amendments or changes to such Law or any regulations promulgated thereunder
     or orders,  decrees or judgments issued pursuant thereto which are enacted,
     promulgated  or  issued  after  the  date  hereof,  or in the  case of such
     certificate,  on or after the Closing  Date),  including but not limited to
     CERCLA;  the Resource  Conservation  and Recovery Act of 1986 and Hazardous
     and Solid Waste  Amendments  of 1984,  42 U.S.C.  ss.ss.6901  et seq.;  the
     Hazardous Materials  Transportation Act, 49 U.S.C.  ss.ss.6901 et seq.; the
     Clean Water Act, 33 U.S.C. ss.ss.1251 et seq.; the Toxic Substances Control
     Act of 1976, 15 U.S.C.  ss.ss.2601  et seq.;  the Clean Air Act of 1966, as
     amended,  42 U.S.C.  ss.ss.7401 et seq.;  the Safe  Drinking  Water Act, 42
     U.S.C.  ss.ss.300f et seq.; the Atomic Energy Act, 42 U.S.C.  ss.ss.2011 et
     seq.;  the Federal  Insecticide,  Fungicide and  Rodenticide  Act, 7 U.S.C.
     ss.ss.136 et seq.; and the Emergency  Planning and Community  Right-to-Know
     Act of 1986, 42 U.S.C. ss.ss.1101 et seq.

          Environmental  Permits  means all permits,  approvals,  identification
     numbers,  licenses and other  authorizations  required under any applicable
     Environmental Law.

          Equipment  means all of the  tangible  personal  property,  machinery,
     equipment,  vehicles,  rolling stock, furniture, and fixtures of every kind
     and  description  in which the Company has an interest or which the Company
     acquires  from  Gannett  pursuant  to the  Gannett  Purchase  Agreement  by
     ownership or lease,  and used or useful in  connection  with the  Business,
     together with any replacements  thereof or additions  thereto,  made in the
     ordinary  course  of  business  between  the date of the  Gannett  Purchase
     Agreement and the Closing Date.

          ERISA means the Employee  Retirement  Income  Security Act of 1974, as
     amended.

          Estimated  Net  Financial  Assets has the meaning set forth in Section
     2.2(b).

          Excluded Assets has the meaning set forth in Section 1.2 hereof.

          Excluded Names has the meaning set forth in Section 5.11 hereof.

<PAGE>

                                                                              38

          FCC means the Federal Communications Commission.

          FCC Consent  means a public  notice of the FCC, or of the Chief,  Mass
     Media Bureau or Video Services Division,  acting under delegated authority,
     consenting to the assignment of the FCC Licenses to Purchaser.

          FCC  Licenses  means all  licenses,  permits and other  authorizations
     issued  by the  FCC to the  Company  used  for or in  connection  with  the
     Station,  and  all  applications  therefor,  together  with  any  renewals,
     extensions or modifications  thereof and additions thereto between the date
     of the Gannett Purchase Agreement and the Closing.

          Final  Order  means the FCC  Consent as to which the time for filing a
     request  for   administrative   or  judicial  review,  or  for  instituting
     administrative  review sua  sponte,  shall have  expired  without  any such
     filing having been made or notice of such review having been issued; or, in
     the event of such filing or review sua  sponte,  as to which such filing or
     review  shall have been  disposed of  favorably to the grantee and the time
     for seeking  further relief with respect thereto shall have expired without
     any request for such further relief having been filed.

          Financial Statements has the meaning set forth in Section 3.5 hereof.

          GAAP means United States generally accepted accounting  principles and
     practices  as  in  effect  from  time  to  time  and  applied  consistently
     throughout the periods involved.

          Gannett Corporate Office means the corporate office of Gannett located
     at One City Center,  Portland,  Maine,  that  provides  certain  support to
     Gannett and its business.

          Gannett  FCC   Licenses   means  all   licenses,   permits  and  other
     authorizations  issued by the FCC to Gannett used for or in connection with
     the Gannett  Television  Stations and all applications  therefor,  together
     with any  renewals,  extensions,  or  modifications  thereof and  additions
     thereto between the date of the Gannett Purchase Agreement and the Closing.

          Gannett Maine Media Business means the newspaper  publishing  business
     which  publishes the Portland Press Herald and Maine Sunday  Telegram,  the
     Kennebec  Journal  and the  Central  Maine  Morning  Sentinel,  and certain
     related businesses in Maine (including,  without limitation, the "New Media
     Development  Group," an Internet-based  media business;  "Voice Information
     Services," a telephone  information  and  marketing  service;  "Guy Gannett
     Direct," a direct marketing operation;  a telephone directory business;  an
     integrated   marketing  group;  and  the  Coastal  Journal,   a  controlled
     circulation weekly), and all assets, liabilities, operations and activities
     of, and all rights of, the  Company in the  operations  of such  businesses
     that  are  to be  contributed  to,  or  assumed  by,  Newco,  all  as  more
     particularly  described  in  the  Contribution  Agreement.  Notwithstanding
     anything to the contrary in this  Agreement,  the Maine Media Business does
     not  include  the  WGME-TV  television  broadcasting  station  licensed  to
     Portland,  Maine ("WGME") or rights to WGME's news and information  content
     provided via online or audiotext  applications of the New Media Development
     Group or Voice

<PAGE>

                                                                              39

     Information Services.

          Gannett  Purchase  Agreement  shall have the  meaning set forth in the
     Recitals.

          Gannett   Television   Stations   means   the   following   television
     broadcasting  station  properties of the Company:  WOKR TV, Rochester,  New
     York; WICS TV, Springfield,  Illinois;  WICD TV, Champaign,  Illinois; WGGB
     TV, Springfield,  Massachusetts;  WGME TV, Portland,  Maine, KGAN TV, Cedar
     Rapids,  Iowa; and WTWC TV, Portland,  Maine; KGAN TV, Cedar Rapids,  Iowa;
     and WTWC TV, Tallahassee, Florida.

          Governmental Authority means any United States federal, state or local
     government  or  any  foreign  government,  any  governmental,   regulatory,
     legislative, executive or administrative authority, agency or commission or
     any court, tribunal, or judicial body.

          Governmental  Order  means  any  order,  writ,  judgment,  injunction,
     decree,  stipulation,  determination  or  award  entered  by  or  with  any
     Governmental Authority. Governmental Orders shall not include Permits.

          Hazardous  Materials  means  wastes,  substances,  materials  (whether
     solids, liquids or gases), petroleum and petroleum products,  byproducts or
     breakdown products, radioactive materials, and any other chemicals that are
     deemed  hazardous,   toxic,  pollutants  or  contaminants,   or  substances
     designated,  classified  or regulated as being  "hazardous"  or "toxic," or
     words of similar import, under any Environmental Law.

          HSR Act  means the  Hart-Scott-Rodino  Antitrust  Improvements  Act of
     1976, as amended, and the rules and regulations promulgated thereunder.

          Indebtedness means obligations with regard to borrowed money and shall
     expressly not include either accounts  payable or accrued  liabilities that
     are  incurred  in the  ordinary  course of business  or  obligations  under
     operating  leases  regardless  of how  such  leases  may be  classified  or
     accounted for on financial statements.

          Indemnitee has the meaning set forth in Section 8.5 hereof.

          Indemnitor has the meaning set forth in Section 8.5 hereof.

          Initial  Transfer  Amount has the  meaning  set forth in  Section  5.2
     hereof.

          Initial Transfer Date has the meaning set forth in Section 5.2 hereof.

          Intellectual  Property  means all  patents,  trademarks,  trade names,
     service  marks,   copyrights  and  other  similar  intangible  assets,  and
     applications,  registrations,  extensions  and  renewals  for  any  of  the
     foregoing,  and other  intellectual  property owned,  leased or used by the
     Company in the  operation  of the Station or  acquired by the Company  from
     Gannett  under the Gannett  Purchase  Agreement  and used in the  Business,
     including,   without  limitation,   Call  Letters,  computer  software  and
     programs,  of the Company  used in the  Business or acquired by the Company
     from Gannett under the Gannett Purchase

<PAGE>

                                                                              40

     Agreement and used in the  Business,  whether owned or used by, or licensed
     to, the Company or acquired by the Company from  Gannett  under the Gannett
     Purchase Agreement.

          Knowledge  with respect to the Company  means the actual  knowledge of
     the officers and employees of the Company regarding information relating to
     the Station  disclosed  by Gannett to the  Company in the Gannett  Purchase
     Agreement or any Schedule, Exhibit or documents delivered to the Company in
     connection therewith.

          Law  means  any  federal,   state,  local  or  foreign  statute,  law,
     ordinance,  regulation,  rule, code, order or other  requirement or rule of
     law including, without limitation zoning laws and housing, building, safety
     or fire ordinances or codes.

          Leased  Property means all real property of every kind and description
     leased by the Company or rights to such leases or leased property  acquired
     by the Company from Gannett pursuant to the Gannett Purchase  Agreement and
     used in connection with the Business, together (to the extent leased by the
     Company  or  obtained  from  Gannett   pursuant  to  the  Gannett  Purchase
     Agreement)  with all  buildings  and other  structures,  towers,  antennae,
     facilities or  improvements  currently or hereafter  located  thereon,  all
     fixtures,  systems, equipment and items of personal property of the Company
     or acquired by the Company  from Gannett  pursuant to the Gannett  Purchase
     Agreement  attached or  appurtenant  thereto and all  easements,  licenses,
     rights and  appurtenances  relating to the  foregoing,  including,  without
     limitation,  the  leased  property  referred  to in  Section  1.1(c) of the
     Disclosure Schedule.

          Liabilities  means  as  to  any  Person  all  debts,  adverse  claims,
     liabilities  and  obligations,   whether  accrued  or  fixed,  absolute  or
     contingent,  matured or  unmatured,  determined or  determinable,  known or
     unknown,  including,  without limitation,  those arising under any federal,
     state, local or foreign statute,  law, ordinance,  regulation,  rule, code,
     order,  writ,  stipulation or other  governmental  requirement  (including,
     without  limitation,  any environmental  law), action,  suit,  arbitration,
     proceeding or investigation or governmental permit, license, authorization,
     certificate  or approval and those arising  under any contract,  agreement,
     arrangement, commitment or undertaking.

          Material Adverse Effect means any  circumstance,  change in, or effect
     on the Company that has a material adverse effect on the business,  results
     of operations  or financial  condition of the Station;  provided,  however,
     that Material  Adverse Effect shall not include adverse  effects  resulting
     from (or,  in the case of effects  that have not yet  occurred,  reasonably
     likely to result  from) (i) general  economic or industry  conditions  that
     have a similar effect on other participants in the industry,  (ii) regional
     economic  or  industry  conditions  that  have a  similar  effect  on other
     participants in the industry in such region, (iii) the failure of Purchaser
     to give any requested consent pursuant to Section 5.1(a) or (iv) any act of
     Purchaser.

          Material  Contracts means the written agreements  (including,  without
     limitation,  amendments thereto),  contracts,  policies,  plans, mortgages,
     understandings,  arrangements or commitments  relating to the Business,  to
     which  Gannett  is a party or by which its  assets  are bound as  described
     below:

<PAGE>

                                                                              41

               (i) any  agreement  or  contract  providing  for  payments to any
          Person in excess of $50,000 per year or $250,000 in the aggregate over
          the five-year period commencing on the date hereof;

               (ii) all time  brokerage  agreements and  affiliation  agreements
          with television networks;

               (iii) any  license  or  contract  pursuant  to which  Gannett  is
          authorized to broadcast film or taped  programming  supplied by others
          in excess of $10,000 or having a term of more than one year;

               (iv) any employment  agreement,  consulting  agreement or similar
          contract providing for payments to any individual in excess of $50,000
          per  year or  $100,000  in the  aggregate  over the  five-year  period
          commencing on the date hereof;

               (v) any retention or severance agreement or contract with respect
          to any  Person  who  is to be  employed  by  Purchaser  following  the
          Closing;

               (vi)  all  collective   bargaining   agreements  or  other  union
          contracts;

               (vii)  (A)  any  lease  of Real  Property  or (B)  any  lease  of
          Equipment or license with respect to Intellectual Property (other than
          licenses granted in connection with the purchase of equipment or other
          assets) by the Company from another  Person  providing for payments to
          another  Person  in  excess  of  $25,000  per year or  $75,000  in the
          aggregate over the five-year period commencing on the date hereof;

               (viii) any lease of  Equipment  or Real  Property or license with
          respect to  Intellectual  Property  (other  than  licenses  granted in
          connection  with the purchase of equipment or other assets) by Gannett
          to  another  Person  providing  for  payments  to Gannett in excess of
          $20,000 per year or $50,000 in the aggregate over the five-year period
          commencing on the date hereof;

               (ix) any joint  venture,  partnership  or  similar  agreement  or
          contract;

               (x) any agreement or contract  under which Gannett has loaned any
          money in excess of  $1,000,000  or issued or received any note,  bond,
          indenture or other evidence of indebtedness in excess of $1,000,000 or
          directly  or  indirectly  guaranteed   indebtedness,   liabilities  or
          obligations of others in an amount in excess of $1,000,000;

               (xi) any  covenant  not to  compete  or  contract  or  agreement,
          understanding,  arrangement or any restriction  whatsoever limiting in
          any  respect  the  ability  of the  Company  to compete in any line of
          business or with any Person

<PAGE>

                                                                              42

          or in any area; and

               (xii) any  agreement  or  contract  between  the  Company and any
          officer,  director,  stockholder or employee of the Business or any of
          their family members providing for payments in excess of $5,000 (other
          than  agreements  covered  in  clause  (iv) (or that  would  have been
          covered in clause  (iv) but for the  monetary  limits  thereunder)  or
          agreements  or contracts  containing  terms  substantially  similar to
          terms available to employees generally).

     Material  Contracts  shall not include any and all (w) contracts,  purchase
     orders,  purchase  commitments,  leases and agreements  entered into in the
     ordinary  course of business and relating to the Company  (other than those
     described  in  clauses  (v),  (vii),  (viii)  or (ix)  above)  that (A) are
     terminable at will without  payment of premium or penalty by the Company or
     (B) are terminable on not more than 60 days' written notice without payment
     of premium or penalty and do not involve the  obligation  of the Company to
     make payments in excess of $10,000  during the 60-day period  commencing on
     the Closing;  (x) contracts with respect to time sales (or other  promotion
     or sponsorship  sales) to advertisers or advertising  agencies  (including,
     without  limitation,  "trade"  or  "barter"  agreements),  sales  agency or
     advertising representation contracts, and barter obligations or commitments
     to suppliers of programming;  and (y) contracts with respect to the sale of
     production time and/or production  services relating to advertising or with
     respect to other services.

          Net Financial  Assets means the result of (i) the aggregate  amount of
     current  assets of the  Business  to be assigned  to  Purchaser  under this
     Agreement,  excluding for purposes of this calculation, the current portion
     of program rights, less (ii) the aggregate amount of current liabilities of
     the Business to be assumed by Purchaser under this Agreement, excluding for
     purposes of this  calculation the current  portion of program  obligations,
     less (iii) the aggregate amount of the Company's liability for supplemental
     retirement  and  deferred  compensation  under the Employee  Benefit  Plans
     relating to the Business Employees set forth in Section 9 of the Disclosure
     Schedule  to the  extent  not  paid by  Gannett  prior to the  Closing  and
     excluding the current portion of such liability, if any, to the extent such
     portion is included as a current  liability in clause (ii), in each case as
     of the relevant date of  calculation  and  calculated  (except as otherwise
     provided in Section 9 of the Disclosure  Schedule) in conformity  with GAAP
     and on a basis  consistent  with the basis used in preparing  the Unaudited
     Financial  Statements  as of, and for the year  ended,  December  27,  1997
     referred to in Section 3.5 of the Gannett Purchase Agreement. Net Financial
     Assets  expressly  shall not include  television  program and film contract
     rights of the Business as either assets or liabilities;  provided, however,
     that  notwithstanding  any prior practice or lack thereof relating thereto,
     the programming downpayments related to certain television programs made in
     advance  of  customary  payment  terms  under  television   program  rights
     contracts  shall be expressly  included in prepaid assets to the extent not
     amortized as of the relevant date of calculation as more fully described in
     the  example  set forth in  Section  9 of the  Disclosure  Schedule  of the
     Gannett  Purchase  Agreement.   Without  limiting  the  generality  of  the
     foregoing and subject to the immediately  preceding sentence,  for purposes
     of  determining  the amount of Net Financial  Assets,  all revenues and all
     expenses  arising from the  operation of the  Station,  including,  without
     limitation,  tower rental, business and license fees, utility charges, real
     and

<PAGE>

                                                                              43

     personal property taxes and assessments levied against the Assets, property
     and  equipment  rentals,  applicable  copyright  or other  fees,  sales and
     service  charges,  Taxes (except for taxes arising from the transfer of the
     Assets  under this  Agreement),  employee  compensation,  including  wages,
     salaries,  commissions, music license fees and similar prepaid and deferred
     items,  shall  be  prorated  as of the  relevant  date  of  calculation  in
     accordance with GAAP.

          Net Proceeds has the meaning set forth in Section 8.4 hereof.

          Notice of Claim has the meaning set forth in Section 8.5 hereof.

          Permits has the meaning set forth in Section 3.11 hereof.

          Permitted Exceptions means each of the following:

               (i) mortgages, security interests or other Encumbrances described
          in Section 4.10 of the Disclosure Schedule;

               (ii) liens for taxes,  assessments  and  governmental  charges or
          levies  not yet due and  payable  or the  validity  of  which is being
          contested in good faith by appropriate proceedings;

               (iii)  Encumbrances   imposed  by  law,  such  as  materialmen's,
          mechanics',  carriers',  workmen's  and  repairmen's  liens  and other
          similar liens, arising in the ordinary course of business;

               (iv)  pledges or deposits to secure  obligations  under  workers'
          compensation  laws or  similar  legislation  or to  secure  public  or
          statutory obligations;

               (v)  survey  exceptions,  rights  of way,  easements,  reciprocal
          easement  agreements and other  Encumbrances on title to real property
          shown in the title  insurance  commitment  dated May 21, 1998 (for the
          property  referred  to as parcels  90 and 91 in Section  1.1(d) of the
          Disclosure Schedule) or that do not, individually or in the aggregate,
          materially adversely affect the use of such property in the conduct of
          the Company's business as it is being conducted prior to the Closing;

               (vi) zoning laws and other land use  restrictions  that do not in
          any  material  respect (a) detract from or impair the value or the use
          of the property  subject  thereto,  or (b) impair the operation of the
          Station as it is being  conducted  prior to the Closing in  accordance
          with the provisions of the Gannett Purchase Agreement;

               (vii) security interests in favor of suppliers of goods for which
          payment  has  not  been  made  in  the  ordinary  course  of  business
          consistent with past practice;

<PAGE>

                                                                              44

               (viii) Encumbrances on the interests of the lessors of properties
          used by the Station in which the Company or Gannett  holds a leasehold
          interest; and

               (ix)  any  and all  other  Encumbrances  that  do not  materially
          detract from or materially impair the value or the use of the property
          subject thereto for the purposes  currently  utilized in the operation
          of the Station.

          Person means any individual,  partnership, firm, corporation,  limited
     liability company, association, trust, unincorporated organization or other
     entity,  as well as any  syndicate  or group  that  would be deemed to be a
     person under Section  13(d)(3) of the  Securities  Exchange Act of 1934, as
     amended.

          Post-Closing  Agreements means those covenants and agreements required
     by this Agreement to be performed after the Closing.

          Program Contracts has the meaning set forth in Section 1.1 hereof.

          Proposed  NFA  Adjustment  has the  meaning  set forth in Section  2.2
     hereof.

          Purchaser has the meaning  specified in the introductory  paragraph to
     this Agreement.

          Purchaser Indemnified Parties has the meaning set forth in Section 8.1
     hereof.

          Purchase Price has the meaning set forth in Section 2.2.

          Purchaser  Savings  Plan has the  meaning  set  forth in  Section  5.2
     hereof.

          Real Property  means all real  property of every kind and  description
     and related  mineral rights owned by the Company or acquired by the Company
     from  Gannett  pursuant  to the  Gannett  Purchase  Agreement  and  used in
     connection  with the  Business,  together  with  all  buildings  and  other
     structures,  towers,  antennae,  facilities  or  improvements  currently or
     hereafter located thereon,  all fixtures,  systems,  equipment and items of
     personal  property of the Company or acquired by the Company  from  Gannett
     pursuant to the Gannett Purchase Agreement attached or appurtenant  thereto
     and all  easements,  licenses,  rights and  appurtenances  relating  to the
     foregoing,  including,  without limitation, the owned property set forth in
     Section 1.1(d) of the Disclosure Schedule.

          Regulations  means  the  Treasury  Regulations   (including  Temporary
     Regulations)  promulgated by the United States  Department of Treasury with

     respect to the Code or other federal tax statutes.

          Reimbursements has the meaning set forth in Section 8.4 hereof.

          Release means disposing,  discharging,  injecting,  spilling, leaking,
     leaching, dumping, emitting,  escaping,  emptying, seeping, placing and the
     like into or upon any land or water or air or otherwise  entering  into the
     environment.

<PAGE>

                                                                              45

          Resolution has the meaning set forth in Section 2.3(a) hereof.

          Security Escrow has the meaning set forth in Section 2.4 hereof.

          Security Escrow Agent has the meaning set forth in Section 2.4 hereof.

          Security  Escrow  Agreement  has the  meaning set forth in Section 2.4
     hereof.

          Station shall have the meaning set forth in the Recitals.

          Subsidiary  of any Person means (i) any  corporation  more than 50% of
     whose stock of any class or classes  having by the terms  thereof  ordinary
     voting power to elect a majority of the  directors of such  corporation  is
     owned by such Person directly or indirectly,  through Subsidiaries and (ii)
     any  partnership,   limited   partnership,   limited   liability   company,
     associates,  joint venture or other entity in which such Person directly or
     indirectly through Subsidiaries has more than a 50% equity interest.

          Survival Date shall have the meaning set forth in Section 10.12.

          Tax or Taxes  means any and all  taxes,  fees,  withholdings,  levies,
     duties, tariffs,  imposts, and other charges of any kind (together with any
     and  all  interest,  penalties,  additions  to tax and  additional  amounts
     imposed  with  respect   thereto)  imposed  by  any  government  or  taxing
     authority, including, without limitation, taxes or other charges on or with
     respect to income,  franchises,  windfall or other profits, gross receipts,
     property, sales, use, capital stock, payroll, employment,  social security,
     workers' compensation,  unemployment  compensation,  or net worth, taxes or
     other  charges in the nature of excise,  withholding,  ad  valorem,  stamp,
     transfer,   value  added  or  gains  taxes,   license,   registration   and
     documentation fees, and customs duties, tariffs and similar charges.

          Tax Benefit has the meaning set forth in Section 8.4 hereof.

          Tax Return means any report,  return,  document,  declaration or other
     information  or filing  required  to be supplied  to any Tax  authority  or
     jurisdiction  (foreign  or  domestic)  with  respect  to Taxes,  including,
     without limitation,  information  returns, any documents with respect to or
     accompanying   payments  of  estimated   Taxes,   or  with  respect  to  or
     accompanying  requests for the  extension of time in which to file any such
     report, return, document, declaration or other information.

          Termination Date has the meaning set forth in Section 10.1 hereof.

          True-Up Amount has the meaning set forth in Section 5.2 hereof.

          True-Up Date has the meaning set forth in Section 5.2 hereof.

          Trust has the meaning set forth in Section 5.2 hereof.

          Unaudited  Financial  Statements  has the meaning set forth in Section
     3.5 hereof.

<PAGE>

                                                                              46

          WOKR Dispute has the meaning set forth in Section 2.3(a).

          WOKR Severance Payment has the meaning set forth in Section 5.8(a).

          WOKR  Scheduled  Severance  Agreement  has the  meaning  set  forth in
     Section 5.8(a).

          Article 10. Miscellaneous Provisions.

          10.1 Termination  Rights. (a) Grounds for Termination.  This Agreement
     may be terminated:

               (i) by mutual consent of the parties;

               (ii) by either the Company or  Purchaser,  provided such party is
          not then in material  default  hereunder,  upon written  notice to the
          other party,  if the Closing  hereunder  has not occurred on or before
          September 4, 1999 (the "Termination  Date"),  provided that if the FCC
          Consent is obtained during the 15 days prior to September 4, 1999, the
          Termination  Date will not occur  until the 15th day after  receipt of
          the  FCC  Consent,  provided  further  that if  either  or both of the
          Company and Purchaser  shall have  postponed the Closing Date pursuant
          to Section 6.11  hereof,  the  Termination  Date will occur no earlier
          than the end of the period of such postponement,  and provided further
          that if the Closing  hereunder has not occurred on or before September
          4, 1999 due to a  publicly  announced  federal  governmental  shutdown
          affecting, or any other publicly announced freeze on the processing of
          applications to transfer station licenses by, the FCC (collectively, a
          "FCC Shutdown"),  the Termination Date will be extended by a period of
          time equal to the duration of the FCC Shutdown,  but in no event shall
          the Termination  Date be extended to a date any later than the earlier
          of (x) 60 days after the end of the FCC  Shutdown  or (y)  December 4,
          1999.

               (iii) by either the Company or Purchaser,  upon written notice to
          the other party,  if any  Governmental  Authority  shall have issued a
          statute,  rule,  regulation,  order, decree or injunction or taken any
          other   action   permanently   restraining,   enjoining  or  otherwise
          prohibiting  the Closing  hereunder  or the closing  under the Gannett
          Purchase Agreement and such statute, rule,  regulation,  order, decree
          or   injunction   or  other   action   shall  have  become  final  and
          nonappealable,  provided that this clause (iii) will not be applicable
          to actions of the FCC subject to clause (iv) below;

               (iv) by either the Company or Purchaser,  upon written  notice to
          the other  party,  if (i) the FCC, or the Chief,  Mass Media Bureau of
          the FCC,  acting  under  delegated  authority,  shall have  denied the
          application for assignment of the Gannett FCC Licenses to the Company,
          (ii) the FCC, or the Chief, Mass Media Bureau of the FCC, acting under
          delegated authority,  shall have denied the application for assignment
          of the FCC  Licenses  to  Purchaser,  (iii) the  parties'  request for
          administrative or judicial review, or the FCC's administrative  review
          sua sponte, shall not have been disposed of favorably

<PAGE>

                                                                              47

          to the parties and (iv) the parties have no further  relief  available
          to them;

               (v) by Purchaser,  by written notice to the Company, if there has
          been a material breach by the Company of any representation, warranty,
          covenant  or  agreement  set  forth in this  Agreement  such  that the
          condition  precedent  set forth in Section 6.1 or 6.2 hereof would not
          be satisfied,  which breach has not been cured within 20 Business Days
          following  receipt by the  breaching  party of written  notice of such
          breach; or

               (vi) by the Company by written  notice to  Purchaser if there has
          been a material breach by Purchaser of any  representation,  warranty,
          covenant  or  agreement  set  forth in this  Agreement  such  that the
          condition  precedent  set forth in Section 7.1 or 7.2 hereof would not
          be satisfied,  which breach has not been cured within 20 Business Days
          following  receipt by the  breaching  party of written  notice of such
          breach;

               (vii) by Purchaser by written  notice to the Company,  if the FCC
          has revoked the Company's or Gannett's FCC License for the Station; or

               (viii)  automatically  without further action by the parties upon
          the termination of the Gannett  Purchase  Agreement in accordance with
          its terms.

     (b) Post-Termination Liability. If this Agreement is terminated pursuant to
Subsection 10.1(a)(i), (ii), (iii), (iv), (v), (vii) or (viii) hereof, Purchaser
shall receive the immediate  return of the Escrow  Deposit,  and this  Agreement
shall thereupon become void and of no further effect whatsoever, and the parties
shall be released and discharged of all obligations under this Agreement, except
(i) to the extent of a party's  liability for willful material  breaches of this
Agreement  prior to the time of such  termination,  and (ii) the  obligations of
each party for its own expenses  incurred in  connection  with the  transactions
contemplated by this Agreement as provided herein.

     (c) If this  Agreement is  terminated  pursuant to  Subsection  10.1(a)(vi)
hereof, the Company's sole and exclusive remedy under this Agreement shall be to
receive, and the Purchaser shall pay to the Company, the Escrow Deposit (without
setoff deduction or counterclaim) as liquidated damages,  and upon such payment,
Purchaser shall be discharged from all further liability under this Agreement.

     10.2 Litigation Costs. If any litigation with respect to the obligations of
the parties under this  Agreement  results in a final  nonappealable  order of a
court of  competent  jurisdiction  that results in a final  disposition  of such
litigation,  the  prevailing  party,  as determined  by the court  ordering such
disposition,  shall  be  entitled  to  reasonable  attorneys'  fees as  shall be
determined  by  such  court.   Contingent  or  other   percentage   compensation
arrangements shall not be considered reasonable attorneys' fees.

     10.3 Expenses. Except as otherwise specifically provided in this Agreement,
all costs and expenses, including, without limitation, fees and disbursements of
counsel,  financial  advisors and accountants,  incurred in connection with this
Agreement and the  transactions  contemplated  hereby shall be paid by the party
incurring  such  costs and  expenses,  whether  or not the  Closing  shall  have
occurred,  provided that the Company and Purchaser shall each be responsible and
pay 50% of the HSR Act filing fee and the filing fees payable to the FCC in

<PAGE>

                                                                              48

connection  with  the  filing  of the  application  for  assignment  of the  FCC
Licenses.

     10.4  Notices.  Any  notice,  demand,  claim,  notice of claim,  request or
communication  required or  permitted to be given under the  provisions  of this
Agreement  shall be in  writing  and shall be deemed to have been duly given (i)
upon  delivery if delivered in person,  (ii) on the next  Business Day after the
date of mailing if mailed by registered or certified  mail,  postage prepaid and
return  receipt  requested,  (iii) on the next  Business  Day  after the date of
delivery to a national  overnight courier service,  or (iv) upon transmission by
facsimile  (if such  transmission  is confirmed by the  addressee)  if delivered
through such  services to the following  addresses,  or to such other address as
any party may request by notifying  in writing all of the other  parties to this
Agreement in accordance with this Section 10.4.

     If to Purchaser:

                 The Ackerley Group, Inc.
                 1301 Fifth Avenue, Suite 4000
                 Seattle, Washington 98101
                 Attn:  Denis M. Curley,

                        Co-President and CFO
                 Fax:   (206) 623-7853

     with a copy to:

                 Rubin, Winston, Diercks, Harris & Cooke, L.L.P.
                 1333 New Hampshire Avenue, N.W., 10th Floor

                 Washington, D.C. 20036
                 Attn:  Eric M. Rubin, Esquire
                 Fax:   (202) 429-0657

     If to Company:

                  Sinclair Communications, Inc.
                  2000 West 41st Street
                  Baltimore, Maryland  21211-1420
                  Attn:  President
                  Fax:   (410) 467-5043

     with copy to:

                  Sinclair Communications, Inc.
                  2000 West 41st Street
                  Baltimore, Maryland  21211-1420
                  Attn:  General Counsel
                  Fax:   (410) 662-4707

     and

<PAGE>

                                                                              49

                  Thomas & Libowitz, P.A.
                  100 Light Street, Suite 1100
                  Baltimore, Maryland  21202-1053
                  Attn:  Steven A. Thomas, Esquire
                  Fax:  (410) 752-2046

     Any such  notice  shall be  deemed  to have  been  received  on the date of
personal delivery,  the date set forth on the Postal Service return receipt,  or
the  date  of  delivery  shown  on the  records  of the  overnight  courier,  as
applicable.

     10.5 Benefit and Assignment.  This Agreement will be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
permitted  assigns.  Except  as  provided  in  Section  8.7,  there  shall be no
assignment  of any  interest  under  this  Agreement  by any party  except  that
Purchaser  may assign its rights  hereunder  to any wholly owned  subsidiary  of
Purchaser; provided, however, that no such assignment shall relieve the assignor
of its obligations under this Agreement.  Except as expressly otherwise provided
in Article 8 hereof, nothing herein, express or implied, is intended to or shall
confer upon any other Person any legal or equitable right,  benefit or remedy of
any nature whatsoever under or by reason of this Agreement.

     10.6 Waiver.  Any party to this  Agreement  may (a) extend the time for the
performance  of any of the  obligations  or other acts of any other  party,  (b)
waive any inaccuracies in the  representations and warranties of any other party
contained herein or in any document delivered by any other party pursuant hereto
or (c) waive  compliance  with any of the  agreements or conditions of any other
party contained herein.  Any such extension or waiver shall be valid only if set
forth in an instrument in writing signed by the party to be bound  thereby.  Any
waiver  of any term or  condition  shall  not be  construed  as a waiver  of any
subsequent  breach or a subsequent  waiver of the same term or  condition,  or a
waiver of any other term or  condition,  of this  Agreement.  The failure of any
party to assert any of its rights hereunder shall not constitute a waiver of any
such rights.

     10.7  Severability.  If any term or other  provision  of this  Agreement is
invalid, illegal or incapable of being enforced by any Law or public policy, all
other terms and provisions of this Agreement shall  nevertheless  remain in full
force and effect so long as the economic or legal substance of the  transactions
contemplated  hereby is not  affected  in any manner  materially  adverse to any
party.  Upon such  determination  that any term or other  provision  is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner in order  that the
transactions  contemplated hereby are consummated as originally  contemplated to
the greatest extent possible.

     10.8 Amendment. This Agreement may not be amended or modified except (a) by
an instrument  in writing  signed by, or on behalf of, the Company and Purchaser
or (b) by a waiver in accordance with Section 10.6 hereof.

     10.9 Effect and Construction of this Agreement. This Agreement embodies the
entire  agreement and  understanding  of the parties with respect to the subject
matter hereof and

<PAGE>

                                                                              50

supersedes  any and  all  prior  agreements,  arrangements  and  understandings,
whether written or oral,  relating to matters provided for herein.  The language
used in this Agreement  shall be deemed to be the language chosen by the parties
hereto to express their mutual agreement, and this Agreement shall not be deemed
to have been prepared by any single party hereto. Disclosure of any fact or item
in the Disclosure  Schedule  referenced by a particular  paragraph or section in
this Agreement  shall,  should the existence of the fact or item or its contents
be relevant to any other  paragraph or section,  be deemed to be disclosed  with
respect  to that other  paragraph  or  section  whether or not a specific  cross
reference appears,  if the disclosure in respect of the one paragraph or section
is reasonably  sufficient to inform the reader of the information required to be
disclosed in respect such other paragraph or section.  Disclosure of any fact or
item in the  Disclosure  Schedule shall not  necessarily  mean that such item or
fact, individually or in the aggregate, is material to the business,  results of
operations or financial  condition of the Station.  Time shall be of the essence
in  enforcing  and  applying  the  covenants  and  conditions  set forth in this
Agreement.  The headings of the sections and  subsections  of this Agreement are
inserted as a matter of  convenience  and for reference  purposes only and in no
respect  define,  limit or describe the scope of this Agreement or the intent of
any  section  or  subsection.  This  Agreement  may be  executed  in one or more
counterparts and by the different parties hereto in separate counterparts,  each
of which when executed  shall be deemed to be an original but all of which taken
together  shall  constitute one and the same  agreement.  This Agreement and the
rights and duties of the parties  hereunder  shall be governed by, and construed
in accordance with, the laws of the State of New York.

     10.10 Transfer and Conveyance  Taxes.  Purchaser and the Company shall each
be  liable  for and  shall  pay  one-half  of all  applicable  sales,  transfer,
recording, deed, stamp and other similar non-income taxes, imposed in connection
with transfers and conveyances of the Assets, including, without limitation, any
real property transfer or gains taxes (if any),  resulting from the consummation
of the transactions contemplated by this Agreement.

     10.11 Specific  Performance.  Each of the parties hereto  acknowledges  and
agrees  that in the event of any breach of this  Agreement,  each  non-breaching
party would be irreparably and immediately harmed and could not be made whole by
monetary damages. It is accordingly agreed that the parties hereto (i) waive, in
any action for specific performance,  the defense of adequacy of a remedy at law
and (ii) shall be entitled, in addition to any other remedy to which they may be
entitled at law or in equity,  to compel specific  performance of this Agreement
in any action  instituted  in any state or  federal  court  having  jurisdiction
thereover.

     10.12 Survival of Representations, Warranties and Covenants. The respective
representations  and warranties of the Company and Purchaser contained herein or
in any  certificate  and any and all covenants and agreements  herein or therein
(other than those  covenants  and  agreements  required by this  Agreement to be
performed   after  the  Closing)  shall  expire  with,  and  be  terminated  and
extinguished one (1) calendar year after the Closing Date (the "Survival Date");
; provided, however, that unless Purchaser shall notify the Company of any Claim
or Damages ten (10) days prior to the Survival  Date,  the Company shall have no
obligation to indemnify Purchaser hereunder.

     Article  11.  No  Personal  Liability  for  Representatives,  Stockholders,
Directors or Officers.  Purchaser understands,  acknowledges and agrees that the
directors  and  officers  and

<PAGE>

                                                                              51

consultants  of the  Company and Gannett  and the  trustees  under the  Employee
Benefit Plans have performed, or may perform, certain acts required or permitted
under this  Agreement  on behalf of the  Company or  Gannett to  facilitate  the
transactions   among  the  parties  to  this  Agreement   contemplated   herein.
Notwithstanding  anything to the  contrary  contained  herein,  no  stockholder,
director or officer of the Company, any such consultant, or any such trustee (or
any Affiliate of the foregoing) shall,  under any  circumstances,  have, and the
Purchaser  hereby absolves all such Persons from, any personal  liability to the
Purchaser (and each of their its  Affiliates) for such acts to the extent deemed
to be actions by or on behalf of the Company.

                     [REST OF PAGE LEFT INTENTIONALLY BLANK]

<PAGE>

                                                                              52

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

                                          SINCLAIR COMMUNICATIONS, INC.

                                          By:_______________________________
                                             Name:__________________________
                                             Title:_________________________

                                          THE ACKERLEY GROUP, INC.

                                          By:_______________________________
                                             Name:__________________________
                                             Title:_________________________

<PAGE>

                                                                    Exhibit A to
                                                              Purchase Agreement

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

                BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

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

     THIS BILL OF SALE,  ASSIGNMENT AND ASSUMPTION  AGREEMENT (this "Agreement")
made as of  _______________,  1998, by and between THE ACKERLEY  GROUP,  INC., a
Delaware  corporation (the "Purchaser"),  and SINCLAIR  COMMUNICATIONS,  INC., a
Maryland corporation ("the Company").

     WHEREAS,  the  Company  and  Purchaser  are  parties  to an Asset  Purchase
Agreement, dated as of September 25, 1998 (the "Purchase Agreement");

     WHEREAS,  pursuant  to the  Purchase  Agreement,  the Company has agreed to
sell,  assign,  transfer and deliver to Purchaser  all of the  Company's  right,
title and  interest  in and to all of the real,  personal  or mixed  properties,
assets and other rights,  both tangible and intangible  (other than the Excluded
Assets as defined in the Purchase Agreement), owned or leased by, or licensed to
or used or useful  by,  the  Company  on the  Closing  Date (as  defined  in the
Purchase  Agreement)  in  connection  with the  Company's  broadcast  television
station WOKR-TV, Channel 13, Rochester, New York (the "Station"),  including all
business,  operations  and activities of the Station (as defined in the Purchase
Agreement) (collectively,  the "Assets" and the "Business,"  respectively),  and
Purchaser  has agreed to  purchase,  acquire,  accept and pay for the Assets and
assume and agree to perform and fully  discharge  when due all  Liabilities  (as
defined in the Purchase  Agreement) and obligations of the Company related to or
arising  from or in  connection  with the  Assets or the  Business,  other  than
Retained Liabilities (as defined in the Purchase Agreement)  (collectively,  the
"Assumed Liabilities");

     WHEREAS,  the parties  wish to effect the sale,  assignment,  transfer  and
delivery of the Assets and  assumption  of the Assumed  Liabilities  by entering
into this Agreement.

     NOW,  THEREFORE,  IN  CONSIDERATION  OF the  premises  and  of  the  mutual
covenants contained herein, the parties hereto agree as follows:

     Capitalized terms used herein and not otherwise defined are used as defined
in the Purchase Agreement.

     1.  ASSIGNMENT  OF ASSETS.  The Company  hereby  sells,  conveys,  assigns,
transfers and delivers to Purchaser, its successors and assigns, forever, all of
the  Company's  right,  title and interest in and to all of the Assets.  Without
limiting the generality of the foregoing, the Company is not selling, conveying,
assigning, transferring or delivering any of the Excluded Assets.

<PAGE>

     2. ACCEPTANCE OF ASSIGNMENT; ASSUMPTION OF LIABILITIES.

          (a) Purchaser hereby  purchases,  acquires,  accepts and agrees to pay
     for all of the  Assets,  and  assumes  and  agrees  to  perform  and  fully
     discharge when due all Assumed Liabilities.

          (b) Purchaser is not assuming,  nor shall  Purchaser be deemed to have
     assumed,  any  Liability  or  obligation  whatsoever,  except as  expressly
     provided for in this Agreement and the Purchase Agreement.

     3. PURCHASE AGREEMENT.  The provisions of this Agreement are subject to the
provisions of the Purchase Agreement. To the extent that such provisions and the
provisions of this Agreement are  inconsistent  with one another or in conflict,
the provisions of the Purchase  Agreement shall take precedence.  This Agreement
shall in no event enlarge, reduce or otherwise affect the rights,  warranties or
covenants  of the parties as set forth in the Purchase  Agreement.  The Purchase
Agreement shall survive the execution and delivery of this Agreement.

     4. COOPERATION. The parties shall, from time to time, execute, acknowledge,
deliver  and  perform,  or cause to be  executed,  acknowledged,  delivered  and
performed,   all  such  further  instruments,   acts,  assignments,   transfers,
conveyances,  powers of attorney  and  assurances  as Purchaser  may  reasonably
request to more effectively convey,  transfer and vest in Purchaser,  and to put
Purchaser in possession and operating  control of the Assets and the Business in
accordance with the Purchase Agreement.

     5. BENEFIT AND ASSIGNMENT. This Agreement will be binding upon and inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns.

     6.  CONSTRUCTION  OF THIS  AGREEMENT.  The headings of the sections of this
Agreement are inserted as a matter of  convenience  and for  reference  purposes
only and in no respect define,  limit or describe the scope of this Agreement or
the intent of any section or  subsection.  This Agreement may be executed in one
or  more   counterparts  and  by  the  different   parties  hereto  in  separate
counterparts,  each of which when executed shall be deemed to be an original but
all of which taken together shall  constitute one and the same  agreement.  This
Agreement and the rights and duties of the parties  hereunder  shall be governed
by, and construed in accordance with, the laws of the State of Maryland.

     7.  AMENDMENT.  This Agreement may not be amended or modified  except by an
instrument in writing signed by, or on behalf of, the Company and Purchaser.

                     [REST OF PAGE LEFT INTENTIONALLY BLANK]

                                       2

<PAGE>

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

                            THE ACKERLY GROUP, INC.

                   By:      ___________________________________
                            Name:

                            Title:

                            SINCLAIR COMMUNICATIONS, INC.

                   By:      ___________________________________
                            Name:

                            Title:

                                       3

<PAGE>

                                                                    Exhibit B to
                                                              Purchase Agreement

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

                            DEPOSIT ESCROW AGREEMENT

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

     This Deposit Escrow Agreement (this "Deposit Agreement") is dated September
25, 1998, by and between Sinclair  Communications,  Inc., a Maryland corporation
("Seller"), The Ackerley Group, Inc., a Delaware corporation ("Purchaser"),  and
First Union National Bank, a national banking association ("Escrow Agent").

                                    RECITALS:

                                    --------

     WHEREAS,  Purchaser  has  entered  into an Asset  Purchase  Agreement  (the
"Purchase Agreement") dated as of September 25, 1998 with the Seller to purchase
substantially  all of the  Assets  (as  defined in the  Purchase  Agreement)  of
television broadcast station WOKR-TV, Channel 13, Rochester, New York; and

     WHEREAS,  pursuant to Section  2.4 of the  Purchase  Agreement,  Seller and
Purchaser  wish to  establish  an escrow  account with a portion of the Purchase
Price to secure the obligations of the Purchaser  under the Purchase  Agreement;
and

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which are hereby  acknowledged,  and intending to be legally bound,  the parties
hereto do hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                                   -----------

     1.1. TERMS. Unless otherwise defined herein, capitalized terms used in this
Deposit Agreement have the definitions set forth in the Purchase Agreement.

<PAGE>

                                   ARTICLE II
                                    THE FUND

                                    --------

     2.1. DELIVERY.  Simultaneously  with the execution hereof, the Purchaser is
depositing by wire transfer of immediately  available  funds Twelve Million Five
Hundred Thousand Dollars ($12,500,000.00) with the Escrow Agent which represents
the  deposit  in  accordance  with  Section  2.4  of  the  Agreement.  The  said
$12,500,000.00  is to be held by the Escrow Agent  pursuant to the terms of this
Deposit Agreement.

     2.2.   RECEIPT.   The  Escrow   Agent   hereby   acknowledges   receipt  of
$12,500,000.00  from the  Purchaser  and agrees to hold and disburse said amount
(the "Fund") and any interest and other income  thereon  (collectively  with the
Fund, the "Escrowed  Funds") in accordance with the terms and conditions of this
Deposit  Agreement and for the uses and purposes  stated  herein.  If the Escrow
Agent does not receive a Purchaser's  Notice  pursuant to Section 3.2(b) hereof,
or a Seller's  Notice  pursuant to Section 3.2(a)  hereof,  it shall deliver the
Escrowed Funds at the Closing to be dealt with in accordance with Section 3.1 of
this Agreement.

     2.3.  INVESTMENT.  Escrow  Agent  shall,  pending the  disbursement  of the
Escrowed Funds pursuant to this Deposit Agreement,  invest the Escrowed Funds in
accordance with the Purchaser's instructions from time to time in:

          (a)  certificates of deposit or interest bearing savings accounts (the
     terms of which  have no  restrictions  as to the date of  withdrawal)  in a
     federally  insured  banking  or  thrift  institution  (including,   without
     limitation,  Escrow  Agent or any  affiliate),  but only if, at the time of
     Escrow Agent's investment therein,  either (i) the commercial paper of such
     institution is rated A-1

                                       2

<PAGE>

     or A-1+ by Standard & Poor's or P-1 by Moody's;  or (ii) such  deposits are
     fully insured by the FDIC;

          (b) commercial paper having, at the time of Escrow Agent's investment,
     a rating of A-1 or A-1+ by Standard & Poor's or P-1 by Moody's;

          (c) any money  market  fund which is both (i) issued by an  investment
     company registered under the Investment Company Act of 1940, and (ii) rated
     not lower than the highest rating category by Standard & Poor's or Moody's;
     and/or

          (d) securities issued or insured by the United States Government or an
     agency or  instrumentality  thereof with a remaining term to maturity of no
     more than one year.

                                   ARTICLE III
                     PROCEDURES FOR DISBURSEMENT OF THE FUND

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

     The  following  procedures  shall govern the  distribution  of the Escrowed
Funds by the Escrow  Agent,  and Escrow Agent shall  release the Escrowed  Funds
only in accordance with this Article III.

     3.1. PAYMENT OF ESCROWED FUNDS TO SELLERS AT CLOSING.  At the Closing,  and
simultaneously  with the performance of Purchaser and Seller of their respective
obligations under the Purchase Agreement, Purchaser and Seller shall send to the
Escrow Agent  telecopied  joint written  instructions  executed by Purchaser and
Seller  authorizing  the Escrow Agent to deliver the Escrowed Funds, or any part
thereof,  to Seller as a credit  against the Purchase  Price  payable  under the
Purchase  Agreement  by Purchaser in  accordance  with Section 2.5 thereof.  The
Escrow Agent shall promptly comply with such joint instructions.

                                       3

<PAGE>

     3.2.  FAILURE TO CLOSE.  At any time prior to the  Closing,  the  following
procedure  shall apply:

          (a) Seller may deliver  written notice to the Purchaser and the Escrow
     Agent  that the  Seller is  entitled  to the Fund (the  "Seller's  Notice")
     pursuant to the terms and conditions of the Agreement.  The Seller's Notice
     shall  specify the basis upon which the Seller  claims  entitlement  to the
     Fund.  If the  Purchaser  does not deliver to Seller and the Escrow Agent a
     written  objection  to the  Seller's  claim  to  entitlement  to  the  Fund
     specifying  the basis upon which it objects to the Seller's  entitlement to
     the Fund  within five (5)  Business  Days after  delivery  of the  Seller's
     Notice, then the Escrow Agent shall deliver the Fund to Seller on the sixth
     Business Day after delivery of the Seller's Notice as liquidated damages as
     a consequence of Purchaser's  default (which  liquidated  damages shall not
     constitute a penalty).  If the Purchaser  delivers to Seller and the Escrow
     Agent a written  objection  to Seller's  claim to  entitlement  to the Fund
     within five (5) Business Days after delivery of the Seller's  Notice,  then
     the matter  shall be resolved  as  provided in Section 3.3 hereof,  and the
     Escrow Agent shall  continue to hold the  Escrowed  Funds until it receives
     (i) a  nonappealable  court  order from a court of  competent  jurisdiction
     directing disposition of such property,  (ii) a signed arbitration award in
     accordance with Section 3.3(c), or (iii) appropriate  written  instructions
     signed by both Seller and Purchaser.

          (b) The Purchaser may deliver  written notice to Seller and the Escrow
     Agent that the  Purchaser is entitled to the Escrowed  Funds or any portion
     thereof pursuant to the terms and conditions of the Purchase Agreement (the
     "Purchaser's  Notice"). The Purchaser's Notice shall specify the basis upon
     which the Purchaser  claims  entitlement to the Escrowed  Funds.  If Seller
     does not deliver to the Purchaser and the Escrow Agent a written  objection
     to the

                                       4

<PAGE>

     Purchaser's claim to entitlement to the Escrowed Funds specifying the basis
     upon  which  the  Seller  objects  to the  Purchaser's  entitlement  to the
     Escrowed  Funds  within  five  (5)  Business  Days  after  delivery  of the
     Purchaser's  Notice, then the Escrow Agent shall deliver the Escrowed Funds
     to  the  Purchaser  on  the  sixth  Business  Day  after  delivery  of  the
     Purchaser's  Notice.  If Seller  delivers to the  Purchaser  and the Escrow
     Agent a written  objection to the  Purchaser's  claim to entitlement to the
     Escrowed  Funds  within  five  (5)  Business  Days  after  delivery  of the
     Purchaser's  Notice,  then the matter  shall be  resolved  as  provided  in
     Section  3.3  hereof,  and the  Escrow  Agent  shall  continue  to hold the
     Escrowed  Funds until it receives  (i) a  nonappealable  court order from a
     court of competent  jurisdiction  directing  disposition  of such property,
     (ii) a signed arbitration award in accordance with Section 3.3(c), or (iii)
     appropriate written instructions signed by both Seller and Purchaser.

          (c) In the event that the Escrow Agent receives both a Seller's Notice
     and a  Purchaser's  Notice prior to the first date that the Escrow Agent is
     obligated  hereunder to deliver the Escrowed  Funds to the Purchaser or the
     Fund to Seller pursuant to Section 3.2(a) or 3.2(b) hereof, then the Escrow
     Agent shall  continue to hold the  Escrowed  Funds until it receives  (i) a
     nonappealable court order from a court of competent  jurisdiction directing
     disposition of such property, (ii) a signed arbitration award in accordance
     with Section 3.3(c), or, (iii) appropriate  written  instructions signed by
     both Seller and Purchaser.

     3.3. ARBITRATION OF DISPUTES.

          (a) Any dispute  between the parties  relating  hereto  shall first be
     negotiated by the parties, and if a mutually acceptable resolution does not
     result,  shall  be  resolved  by  means  of an  arbitration  to be  held in
     Baltimore, Maryland, in accordance with the Commercial Arbitration

                                       5

<PAGE>

     Rules  of  the  American  Arbitration   Association  then  in  effect  (the
     "Arbitration Rules"). In order to commence an arbitration, Purchaser or the
     Seller's Agents shall deliver to the Seller's  Agents or Purchaser,  as the
     case may be, a request for  arbitration.  Any such request  shall include a
     reasonably  detailed  description  of the facts  forming  the basis of such
     request and shall list the provisions of the Purchase  Agreements  that the
     party sending such request reasonably believes are implicated by such facts
     and the relief or remedy sought.

          (b) Any  such  arbitration  shall  be held  before  a panel  of  three
     arbitrators who shall be chosen by the American Arbitration  Association in
     accordance with the Arbitration Rules.

          (c) The  arbitrators  shall make their award (which in all cases shall
     include a statement  of the bases and reasons for such award) with  respect
     to any particular  request for arbitration within thirty (30) days from the
     date of closing of the oral hearings or, if oral hearings have been waived,
     within thirty (30) days from the date the final  statements  and proofs are
     transmitted to the arbitrators with respect to such request. Any such award
     shall be final and binding upon the parties and the Escrow Agent shall rely
     thereon.

          (d) The party or parties  against whom the  arbitration  award is made
     shall bear all fees and expenses of the arbitrators.  If the award does not
     favor one party in its entirety,  the arbitrators  shall have the authority
     to charge such costs  against the parties in such  proportions  as they may
     determine.  If no such  determination  is made,  such costs  shall be borne
     one-half  by  Purchaser  and  one-half by the  Seller.  All other  expenses
     incurred by any party shall be borne by such party.

     3.4.  TIME OF ESSENCE.  The parties  agree that time is of the essence with
respect to all deliveries referred to in this Article III.

                                       6

<PAGE>

                                   ARTICLE IV
                                  ESCROW AGENT

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

     4.1.  APPOINTMENT.  The Purchaser and Seller hereby appoint Escrow Agent to
serve hereunder and the Escrow Agent hereby accepts such  appointment and agrees
to perform all duties which are expressly set forth in this Deposit Agreement.

     4.2.  COMPENSATION.  Escrow Agent shall be entitled to compensation for its
services hereunder in accordance with Schedule A attached hereto, the payment of
which shall be split equally by Seller and Purchaser.

     4.3.  RESIGNATION.  The Escrow Agent may resign at any time upon giving the
other parties hereto thirty (30) days' prior written notice.  In such event, the
Escrow Agent shall deliver the Escrowed Funds and any and all documents relating
thereto then in its possession to a successor Escrow Agent; the successor Escrow
Agent shall be such person, firm or corporation as shall be mutually agreed upon
by the Purchaser and Seller.  Such  resignation  shall not be effective  until a
successor agrees to act hereunder;  provided,  however,  that if no successor is
appointed  and acting  hereunder  within  thirty  (30) days after such notice is
given,  Escrow  Agent may pay and  deliver  the  Escrowed  Funds into a court of
competent jurisdiction and shall have no further responsibility hereunder.

                                    ARTICLE V
                 LIABILITIES AND INDEMNIFICATION OF ESCROW AGENT

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

     5.1. LIMITATIONS. Escrow Agent shall not be liable for any damages, or have
any  obligations  other than the duties  prescribed  herein in  carrying  out or
executing the purposes and intent of this Escrow Agreement;  provided,  however,
that nothing herein contained shall relieve

                                       7

<PAGE>

Escrow Agent from liability  arising out of its own willful  misconduct or gross
negligence.  Escrow Agent's duties and obligations  under this Escrow  Agreement
shall be entirely  administrative and not discretionary.  Escrow Agent shall not
be liable to any party hereto or to any third party as a result of any action or
omission taken or made by Escrow Agent in good faith. The parties to this Escrow
Agreement  shall at their joint  expense  (one-half by Purchaser and one-half by
Seller) indemnify Escrow Agent, hold Escrow Agent harmless, and reimburse Escrow
Agent from,  against and for, any and all liabilities,  costs, fees and expenses
(including  reasonable  attorneys'  fees)  Escrow  Agent may  suffer or incur by
reason of its execution and performance of this Escrow  Agreement.  In the event
any legal  questions  arise  concerning  Escrow Agent's  duties and  obligations
hereunder,  Escrow Agent may consult its counsel and rely without liability upon
written opinions given to it by such counsel.

     Escrow Agent shall be protected in acting upon any written notice, request,
waiver, consent, authorizations,  or other paper or document which Escrow Agent,
in good faith, believes to be genuine and what it purports to be.

     5.2. COLLATERAL AGREEMENTS.  The Escrow Agent shall not be bound in any way
by any contract or agreement between the other parties hereto, whether or not it
has knowledge of any such contract or agreement or of its terms or conditions.

                                   ARTICLE VI

                                   TERMINATION

                                   -----------

     6.1. This Deposit  Agreement  shall be terminated (i) upon  disbursement or
release of the Escrowed  Funds by the Escrow Agent in accordance  with the terms
hereof,  (ii) by written mutual consent signed by Purchaser and Seller, or (iii)
payment of the Escrowed Funds into a court of

                                       8

<PAGE>

competent  jurisdiction  in  accordance  with  Section 4.3 hereof.  This Deposit
Agreement shall not be otherwise terminated.

                                   ARTICLE VII
                                OTHER PROVISIONS

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

     7.1. NOTICES. All notices, requests, consents, payments, demands, and other
communications required or contemplated under this Deposit Agreement shall be in
writing and (a) personally delivered or sent via telecopy (receipt confirmed and
followed  promptly by delivery of the original),  or (b) sent by Federal Express
or other reputable  overnight delivery service (for next Business Day delivery),
shipping prepaid, as follows:

                       (a) If to Seller to:

                           Mr. David D. Smith
                           President
                           Sinclair Communications, Inc.
                           2000 W. 41st Street
                           Baltimore, Maryland 21211-1420
                           Fax:             (410) 467-5043
                           Telephone:       (410) 467-4545

                           with a copy to:

                           Sinclair Communications, Inc.
                           2000 W. 41st Street
                           Baltimore, Maryland 21211-1420
                           Attn:  General Counsel
                           Fax:             (410) 662-4707
                           Telephone:       (410) 467-4545

                                       9

<PAGE>

                           and to:

                           Thomas & Libowitz, P.A.
                           100 Light Street, Suite 1100
                           Baltimore, Maryland 21202
                           Attn:  Steven A. Thomas, Esquire
                           Fax:             (410) 752-2046
                           Telephone:       (410) 752-4545

                       (b) If to Purchaser:

                           The Ackerley Group, Inc.
                           1301 Fifth Avenue, Suite 4000
                           Seattle, Washington 98101
                           Attn:  Denis Curley
                           Fax:             (206) 623-7853
                           Telephone:       (206) 624-2888

                           with a copy to:

                           Rubin, Winston, Diercks, Harris & Cooke
                           1333 New Hampshire Avenue, N.W., 10th Floor
                           Washington, D.C. 20036
                           Attn:  Eric Rubin, Esquire
                           Fax:             (202) 429-0657
                           Telephone:       (202) 861-0870

                  (c)      If to Escrow Agent:

                           First Union National Bank
                           800 East Main Street, Lower Mezzanine
                           Richmond, Virginia  23219
                           Attn:    Gregory N. Jordan
                           Fax:             (804) 343-6699
                           Telephone:       (804) 343-6058

To be effective  hereunder,  all notices to Escrow Agent from  Purchaser must be
accompanied  by evidence  that such notice has been  delivered to Seller and all
notices to Escrow Agent from Seller

                                       10

<PAGE>

must be accompanied by evidence that such notice has been delivered to Purchaser
and its counsel.

     7.2. BENEFIT AND ASSIGNMENT. The rights and obligations of each party under
this Deposit  Agreement may not be assigned without the prior written consent of
all parties,  except to the same extent assignment of the rights and obligations
of the parties under the Purchase Agreement are permitted without consent of the
other  parties.  This Deposit  Agreement  shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

     7.3. ENTIRE AGREEMENT;  AMENDMENT.  This Deposit Agreement contains all the
terms agreed upon by the parties with respect to the subject matter hereof. This
Deposit Agreement may be amended or modified only by written agreement, executed
by the Seller and the  Purchaser  and, if the  amendment  in any way affects the
compensation,  duties and/or  responsibilities  of the Escrow  Agent,  by a duly
authorized representative of the Escrow Agent. No waiver of any provision hereof
or rights  hereunder shall be binding upon a party unless evidenced by a writing
signed by such party.

     7.4. HEADINGS. The headings of the sections and subsections of this Deposit
Agreement are for ease of reference  only and do not evidence the  intentions of
the parties.

     7.5.  GOVERNING  LAW.  This  Deposit  Agreement  shall be governed  by, and
construed according to, the laws of the State of Maryland.

     7.6.  COUNTERPARTS.  This Deposit  Agreement may be executed in two or more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall be deemed to be one and the same instrument.

                                       11

<PAGE>

     7.7. EARNINGS.  All income and earnings upon the Fund or the Escrowed Funds
shall be paid to the  Purchaser.  All income and  earnings  upon the Fund or the
Escrowed  Funds not  distributed  as of the end of any taxable  period  shall be
deemed for tax reporting purposes to have accrued for the account of Purchaser.

                           [SIGNATURES ON NEXT PAGE--

                     REST OF PAGE LEFT INTENTIONALLY BLANK]

                                       12

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of _______________, 1998.

 WITNESS/ATTEST:                            SELLER

                                            SINCLAIR COMMUNICATIONS, INC.

_____________________________               By:_________________________________
                                            Title:   ___________________________

                                            PURCHASER

                                            THE ACKERLEY GROUP, INC.

_____________________________               By:      ___________________________
                                            Title:   ___________________________


                                            ESCROW AGENT

                                            FIRST UNION NATIONAL BANK

_____________________________               By:      ___________________________
                                            Title:   ___________________________




                                       13

<PAGE>

                                                                    Exhibit C to
                                                              Purchase Agreement

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

                           ADJUSTMENT ESCROW AGREEMENT

     This   ADJUSTMENT   ESCROW   AGREEMENT  (this   "Agreement")   made  as  of
____________________,  1998,  by and  among  SINCLAIR  COMMUNICATIONS,  INC.,  a
Maryland  corporation  (the  "Company"),  THE ACKERLEY  GROUP,  INC., a Delaware
corporation ("Purchaser"), and ____________________,  a __________________ bank,
as Adjustment Escrow Agent (the "Adjustment Escrow Agent").

     WHEREAS,  the Company  and  Purchaser  are parties to a Purchase  Agreement
dated as of September 25, 1998 (the "Purchase Agreement");

     WHEREAS,  pursuant  to the  Purchase  Agreement,  the  Company  shall sell,
assign,  transfer  and  deliver to  Purchaser  the assets  and  business  of the
Business (as defined in the Purchase  Agreement),  and Purchaser  shall purchase
and acquire such assets and business;

     WHEREAS,   pursuant  to  Section  2.2(c)(ii)  of  the  Purchase  Agreement,
Purchaser  shall deliver to the Adjustment  Escrow Agent on the Closing Date (as
defined  in the  Purchase  Agreement),  the sum of (x)  $1,209,600  plus (y) the
Proposed  Earnings  Adjustment (as defined in the Purchase  Agreement),  if any,
(the "Adjustment Escrow Amount");

     WHEREAS, as contemplated by the Purchase  Agreement,  the Adjustment Escrow
Agent shall hold the  Adjustment  Escrow  Amount in escrow  until the Actual Net
Financial  Assets and the  Earnings  Adjustment  (in each case as defined in the
Purchase Agreement) are determined, following which the Adjustment Escrow Amount
is to be  distributed  in  accordance  with the Section  2.3(c) of the  Purchase
Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants contained herein, the parties hereto agree as follows:

     Capitalized terms used herein and not otherwise defined are used as defined
in the Purchase Agreement.

     1. Appointment of Adjustment Escrow Agent. The Company and Purchaser hereby
appoint  ___________________ [Bank] to act as Adjustment Escrow Agent hereunder,
and ___________________ [Bank] hereby accepts such appointment and agrees to act
as Adjustment Escrow Agent on the terms and conditions set forth hereinafter.

     2.  Adjustment  Escrow  Amount.  (a) On the Closing Date,  Purchaser  shall
deliver to the Adjustment Escrow Agent by wire transfer of immediately available
funds (to account number  [______________]  of the Adjustment  Escrow Agent (the
"Adjustment  Escrow  Account"))  the Adjustment  Escrow  Amount,  accompanied by
written  notice  from  Purchaser  identifying  such  amount as an  amount  being
delivered for deposit into the Adjustment Escrow Account.  The Adjustment Escrow
Agent shall acknowledge to Purchaser the Adjustment Escrow

<PAGE>

Agent's receipt of said amount.

     (b) The  Adjustment  Escrow  Amount,  not  including the interest and other
investment income earned thereon,  shall only serve to pay the amounts set forth
in Section 4 hereof.

     (c) The  Adjustment  Escrow Agent shall hold the balance of the  Adjustment
Escrow Amount (the "Adjustment Escrowed Funds") in escrow and shall not withdraw
the  Adjustment  Escrowed  Funds from the  Adjustment  Escrow Account or use the
Adjustment  Escrowed  Funds for any other  purpose,  except as  provided in this
Agreement.

     3.  Investments of Adjustment  Escrowed  Funds.  (a) The Adjustment  Escrow
Agent shall invest and reinvest the Adjustment Escrowed Funds from time to time,
upon receipt of the written  instructions  thereto  issued by the Company or the
Fund Holder (as defined in Section 6 hereof), as the case may be, in:

          (i) Commercial paper of any corporation  rated at least A-1 by S&P and
     P-1 by Moody's;

          (ii) Negotiable  certificates of deposit of United States banks having
     (A) a long-term  senior debt rating of at least A by S&P and  Moody's,  (B)
     deposits  in excess  of  $2,000,000,000  and (C)  commercial  paper  rating
     designations of at least A-1 by S&P and P-1 by Moody's;

          (iii)  Repurchase  agreements  with any United  States  bank which are
     fully  collateralized  by  direct  obligations  of  the  United  States  or
     obligations  of  agencies  or  sponsored  agencies  of  the  United  States
     government,  excluding in all cases collateralized  mortgage obligations of
     any kind; and

          (iv)  Money  market  instruments  rated at least A-1 by S&P and P-1 by
     Moody's that are restricted to investments described in clause (iii);

provided that in no event shall any investment of the types  described in clause
(i), (ii) or (iv) exceed ten percent of the net assets of the issuer thereof and
provided further that all investments shall have maturity dates on or before the
anticipated dates of the relevant payments hereunder.

     (b) To the extent the  Adjustment  Escrow  Agent  invests  any funds in the
manner  provided  for in this  Section  3 and in  accordance  with  the  written
instructions  from the Company or the Fund Holder,  as the case may be, no party
hereto  shall be liable for any loss which may be incurred by reason of any such
investment. No investment shall exceed the term of this Agreement.

     (c) The  Adjustment  Escrow  Agent shall have the power to reduce,  sell or
liquidate the foregoing investments whenever it shall be required to release all
or any portion of the Adjustment Escrowed Funds pursuant to Section 4 hereof.

                                       2

<PAGE>

     (d) The Adjustment  Escrow Agent is authorized to register  securities held
by it in its name or in the name of a nominee or in bearer  form and may deposit
any securities or other property in a depository or a clearing corporation.

     (e) Any interest or other investment  income earned for the period from the
time that any  portion of the  Purchase  Price is  delivered  to the  Adjustment
Escrow Agent  pursuant to the Purchase  Agreement  until all amounts held in the
Adjustment  Escrow Account have been  distributed  in accordance  with Section 4
hereof shall be paid to the Company or the Fund  Holder,  as the case may be, in
addition to, and at the same time as, payment of the Adjustment  Escrowed Funds;
provided,  however,  that,  to the extent  that any  portion  of the  Adjustment
Escrowed Funds is paid to Purchaser  pursuant to of Section 4 hereof, a pro rata
portion of such interest or other investment income  (determined on the basis of
the relative  portions of the Adjustment  Escrowed Funds to be paid to Purchaser
and the Company or the Fund Holder, as the case may be,  respectively)  shall be
instead paid to Purchaser. Any such interest or other investment income shall be
deemed not to constitute Adjustment Escrowed Funds.

     4. Adjustment  Escrowed Funds. (a) As soon as practicable after the earlier
of an Adjustment Agreement or an Accounting Firm Determination (but in any event
within two Business Days after the Adjustment  Agreement or the Accounting  Firm
Determination),  (x)  Purchaser  and (y) the Company or the Fund Holder,  as the
case may be, shall give the Adjustment  Escrow Agent joint written  instructions
(an "Instruction") to distribute amounts from the Adjustment  Escrowed Funds and
the  interest  and other  investment  income  earned to the  Company or the Fund
Holder,  as the case may be,  and (if  applicable)  Purchaser  respectively,  in
accordance with Sections 2.3(c) and 2.3(d) of the Purchase Agreement.

     (b) Each Instruction given by Purchaser and the Company or the Fund Holder,
as the case may be,  to the  Adjustment  Escrow  Agent  shall  be  signed  by an
authorized  representative  of Purchaser and the Company or the Fund Holder,  as
the case may be.

     (c) Promptly upon receipt of the Instruction from (x) Purchaser and (y) the
Company or the Fund  Holder,  as the case may be, the  Adjustment  Escrow  Agent
shall  distribute  the  Adjustment  Escrowed  Funds and the  interest  and other
investment income earned in accordance with the Instruction.

     (d) The  Adjustment  Escrow  Agent  shall make no payment  or  delivery  to
Purchaser  and/or the  Company or the Fund  Holder,  as the case may be,  except
pursuant to (i) an Instruction signed by the authorized  representatives of both
Purchaser and the Company or the Fund Holder, as the case may be or (ii) a final
nonappealable  order,  judgment,  writ,  decree of any Federal or State court of
competent jurisdiction.

     (e) All  payments to be made  pursuant  to this  Section 4 shall be made by
wire transfer in immediately  available funds to the Person or Persons  entitled
thereto.

     5. Purchase Agreement.  The provisions of this Agreement are subject to the
provisions of the Purchase Agreement,  including, without limitation,  Article 2
thereof. To the extent that such provisions and the provisions of this Agreement
are inconsistent with one

                                       3

<PAGE>

another or in conflict,  the  provisions  of the Purchase  Agreement  shall take
precedence.

     6. Fund Holder.  The parties hereto expressly  acknowledge that the Company
may assign all of its rights and obligations  under this Agreement and to and in
the  Adjustment  Escrowed  Funds to the  stockholders  of the  Company or to any
person or entity or any persons or entities  acting  directly or  indirectly  on
behalf of the Company or such  stockholders.  Upon such  assignment and upon the
Company's delivery to the parties hereto of a notice thereof,  the Company shall
be released from all of its obligations  under this  Agreement.  As used herein,
the term "Fund Holder" means the person, persons, entity and/or entities to whom
the Company's rights and obligations hereunder have been assigned.

     7. Settlement of Disputes. Any dispute which may arise under this Agreement
with respect to the delivery  and/or  ownership  or right of  possession  of the
Adjustment  Escrowed Funds (or other funds held by the  Adjustment  Escrow Agent
pursuant  hereto) or any part thereof,  or the duties of the  Adjustment  Escrow
Agent  hereunder,  shall be settled either by mutual agreement of the Company or
the Fund Holder,  as the case may be, and Purchaser  (evidenced  by  appropriate
instructions in writing to the Adjustment Escrow Agent,  signed by such parties)
or, failing such agreement,  either the Company or the Fund Holder,  as the case
may be, or  Purchaser  shall have the right to submit the dispute to any federal
or state court located in Portland, Maine. Each party waives any objection which
it may now or hereafter have to the laying of venue of any such proceeding,  and
irrevocably  submits to the jurisdiction of such courts in any such suit, action
or proceeding.  The Adjustment Escrow Agent shall be under no duty whatsoever to
institute or defend any such  proceedings.  Prior to the  settlement of any such
dispute, the Adjustment Escrow Agent is authorized and directed to retain in its
possession, without liability to anyone, that portion of the Adjustment Escrowed
Funds and the interest and other  investment  income earned thereon which is the
subject of such dispute.

     8. Concerning the Adjustment  Escrow Agent. (a) The Adjustment Escrow Agent
shall  have no duties  or  responsibilities  except  those  expressly  set forth
herein.  The Adjustment  Escrow Agent may consult with counsel and shall have no
liability  hereunder  except for its own bad faith,  gross negligence or willful
misconduct.  It may rely on any  notice,  instruction,  certificate,  statement,
request,  consent,   confirmation,   agreement  or  other  instrument  which  it
reasonably  believes  to be genuine and to have been  signed or  presented  by a
proper Person or Persons.

     (b) The  Adjustment  Escrow  Agent shall have no duties with respect to any
agreement or agreements  with respect to any or all of the  Adjustment  Escrowed
Funds and the interest and other investment  income earned thereon other than as
provided in this Agreement. In the event that any of the terms and provisions of
any other  agreement  between any of the parties hereto (other than the Purchase
Agreement)  conflict or is inconsistent  with any of the terms and provisions of
this  Agreement,  the terms and  provisions of this  Agreement  shall govern and
control in all respects. Notwithstanding any provision to the contrary contained
in any other agreement  (including without limitation,  the Purchase Agreement),
the Adjustment  Escrow Agent shall have no interest in the  Adjustment  Escrowed
Funds or the interest  and other  investment  income  earned  thereon  except as
provided in this Agreement.

                                       4

<PAGE>

     (c) So long as the Adjustment Escrow Agent shall have any obligation to pay
any  amount  to the  Company  or the Fund  Holder,  as the  case may be,  and/or
Purchaser from the Adjustment  Escrowed Funds hereunder,  the Adjustment  Escrow
Agent shall keep proper books of record and  account,  in which full and correct
entries shall be made of all receipts,  disbursements and investment activity in
the Adjustment Escrow Account.

     (d) The  Adjustment  Escrow Agent shall  furnish to the Company or the Fund
Holder,  as the case may be, and  Purchaser  monthly  statements of account with
respect to the  Adjustment  Escrowed  Funds showing the dates and amounts of all
deposits,  disbursements,  interest and other investment  income and the balance
remaining on deposit.

     (e) The Adjustment  Escrow Agent shall not be bound by any  modification of
this Agreement  affecting the rights,  duties and  obligations of the Adjustment
Escrow  Agent,  unless such  modification  shall be in writing and signed by the
other parties hereto, and the Adjustment Escrow Agent shall have given its prior
or  contemporaneous  written consent thereto.  The Adjustment Escrow Agent shall
not be bound by any other  modification of this Agreement  unless the Adjustment
Escrow Agent shall have received written notice thereof.

     (f) The  Adjustment  Escrow Agent may resign as escrow agent at any time by
giving 60 days written  notice by registered or certified mail to the Company or
the Fund Holder,  as the case may be, and Purchaser,  and such resignation shall
take  effect  at the  end of such 60  days  or  upon  earlier  appointment  of a
successor  Adjustment  Escrow Agent. The Company or the Fund Holder, as the case
may be, and  Purchaser may remove the  Adjustment  Escrow Agent at any time upon
written  notice by the Company and Purchaser  jointly to the  Adjustment  Escrow
Agent with immediate  effect.  The resignation or removal shall not be effective
unless and until a successor Adjustment Escrow Agent is appointed by the Company
or the Fund Holder,  as the case may be, and Purchaser.  The Company or the Fund
Holder,  as the case may be, and Purchaser shall undertake to utilize their best
efforts to arrange for the appointment of a successor  Adjustment  Escrow Agent.
If any instrument of acceptance by a successor Adjustment Escrow Agent shall not
have been  delivered  to the  Adjustment  Escrow  Agent within 60 days after the
delivery of its notice of  resignation  by the  Adjustment  Escrow  Agent or its
receipt of the notice of removal,  the  resigning or removed  Adjustment  Escrow
Agent may, at the expense of the Company or the Fund Holder, as the case may be,
and Purchaser,  petition any court of competent jurisdiction for the appointment
of a successor Adjustment Escrow Agent.

     (g) If at any time hereafter the Adjustment Escrow Agent shall be dissolved
or otherwise become incapable of acting,  or the bank or trust company acting as
the  Adjustment  Escrow  Agent shall be taken over by any  government  official,
agency,  department  or board,  or the position of the  Adjustment  Escrow Agent
shall become  vacant for any of the  foregoing  reasons or for any other reason,
the Company or the Fund Holder,  as the case may be, and Purchaser shall jointly
appoint a successor Adjustment Escrow Agent to fill such vacancy.

     (h) Every  successor  Adjustment  Escrow Agent  appointed  hereunder  shall
execute,  acknowledge and deliver to its predecessor, and also to the Company or
the Fund  Holder,  as the case may be, and  Purchaser an  instrument  in writing
accepting such appointment  hereunder,  and thereupon such successor  Adjustment
Escrow Agent, without any further act,

                                       5

<PAGE>

shall become fully vested with all the rights,  immunities  and powers and shall
be subject to all of the duties and obligations,  of its predecessor  Adjustment
Escrow Agent as if originally  named herein;  and every  predecessor  Adjustment
Escrow Agent shall deliver to its successor,  all property and moneys held by it
hereunder and all  information  required to properly  perform the obligations of
the Adjustment Escrow Agent set forth in this Agreement.

     (i) The Adjustment Escrow Agent's fees shall be in the amounts set forth on
Exhibit A hereto.  In addition,  the Adjustment Escrow Agent shall be reimbursed
for its reasonable  out of pocket costs  incurred in performing its  obligations
under this Agreement upon presentation of any invoices thereof.

     (j) The Company and Purchaser shall each be responsible for one-half of the
fees and expenses of the Adjustment Escrow Agent.

     (k) The Company or the Fund Holder, as the case may be, and Purchaser shall
jointly  but not  severally  indemnify  and hold  the  Adjustment  Escrow  Agent
harmless from and against any and all expenses (including  reasonable attorneys'
fees), liabilities, claims, damages, actions, suits or other charges incurred by
or assessed against the Adjustment  Escrow Agent for anything done or omitted by
the Adjustment  Escrow Agent in the performance of the Adjustment Escrow Agent's
duties  hereunder,  except such which result from the Adjustment  Escrow Agent's
bad faith, gross negligence or willful misconduct.

     (1) Insofar as  required  by any  Governmental  Authority,  the  Adjustment
Escrow  Agent shall  provide all  information  and file all forms or returns and
withhold  all Taxes  required to be withheld  with regard to the  payments  made
pursuant to this Agreement, including, without limitation, information and forms
and returns relating to income Taxes.

     9.  Termination of the Adjustment  Escrow  Agreement.  This Agreement shall
terminate upon the distribution of all of the Adjustment  Escrowed Funds and the
interest and other  investment  income earned thereon by the  Adjustment  Escrow
Agent, or its successor, if any.

     10.  Miscellaneous.  (a) This  Agreement  and the  rights and duties of the
parties  hereunder  shall be governed by, and construed in accordance  with, the
laws of the State of New York.

     (b) This Agreement  shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.

     (c) This Agreement may be executed in one or more  counterparts  and by the
different parties hereto in separate  counterparts,  each of which when executed
shall  be  deemed  to be an  original  but all of  which  taken  together  shall
constitute one and the same agreement.

     (d) Section  headings  contained  herein have been  inserted for  reference
purposes only and shall not be construed as part of this Agreement.

                                       6

<PAGE>

     (e) This Agreement may be modified or amended only by a written  instrument
duly executed by all parties hereto or their respective successors or assigns.

     (f) Any notice,  demand,  claim, notice of claim,  request or communication
required or permitted to be given under the provisions of this  Agreement  shall
be in writing  and shall be deemed to have been duly given (i) upon  delivery if
delivered in person,  (ii) on the next Business Day after the date of mailing if
mailed by  registered  or certified  mail,  postage  prepaid and return  receipt
requested,  (iii) on the next  Business  Day  after  the date of  delivery  to a
national  overnight courier service,  or (iv) upon transmission by facsimile (if
such  transmission  is confirmed  by the  addressee)  if delivered  through such
services to the following  addresses,  or to such other address as any party may
request by  notifying in writing all of the other  parties to this  Agreement in
accordance with this Section l0(f):

                           If to the Company:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attn:  President
                                    Fax:   (410) 467-5043

                  with copy to:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attn:  General Counsel
                                    Fax:   (410) 662-4707

                  and

                                    Thomas & Libowitz, P.A.
                                    100 Light Street, Suite 1100
                                    Baltimore, Maryland  21202-1053
                                    Attn:  Steven A. Thomas, Esquire
                                    Fax:   (410) 752-2046

                  If to Purchaser:

                                    The Ackerley Group, Inc.
                                    1301 Fifth Avenue, Suite 4000
                                    Seattle, Washington 98101
                                    Attn:  Denis M. Curley,

                                           Co-President and CFO
                                    Fax:   (206) 623-7853

                                        7

<PAGE>

                  with a copy to:

                                   Rubin, Winston, Diercks, Harris & Cooke,

                                     L.L.P.

                                   10th Floor
                                   1333 New Hampshire Avenue, NW
                                   Washington, DC 20036
                                   Attn:  Eric M. Rubin, Esquire
                                   Fax:   (202) 429-0657

     Any such  notice  shall be  deemed  to have  been  received  on the date of
personal delivery,  the date set forth on the Postal Service return receipt,  or
the  date  of  delivery  shown  on the  records  of the  overnight  courier,  as
applicable.

     (g) The Adjustment Escrow Agent shall not be liable to pay any Tax, if any,
on any interest or other  investment  income earned on the  Adjustment  Escrowed
Funds, it being the  understanding of the parties that any such Tax shall be the
responsibility  of the party or  parties  entitled  to  receive  the  Adjustment
Escrowed  Funds and any such  interest  or other  investment  income,  allocated
between parties on the basis of the relative  portions of the Adjustment  Escrow
Account to be paid to Purchaser and the Company or the Fund Holder,  as the case
may be, respectively, pursuant to Section 4(a) hereof

     (h) If any party hereto  refuses to comply with, or at any time violates or
attempts  to  violate,  any  term,  covenant  or  agreement  contained  in  this
Agreement,  any other  party  hereto  may,  by  injunctive  action,  compel  the
defaulting party to comply with, or refrain from violating,  such term, covenant
or agreement,  and may, by injunctive action, compel specific performance of the
obligations of the defaulting party.

     (i) Except as provided  herein,  the rights and  obligations of the parties
under this  Agreement  shall not be assigned to any Person,  without the written
consent of the other parties.  This  Agreement  shall not confer any benefits on
any Persons other than the parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

                            SIGNATURE PAGE TO FOLLOW]

                                       8

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered on the date first above written.

                  ------------------------------------
                  [BANK],

                  as Adjustment Escrow Agent

                       By: ___________________________________
                     Name: ___________________________________

                    Title: ___________________________________

                  SINCLAIR COMMUNICATIONS, INC.

                       By: ___________________________________
                     Name: ___________________________________

                    Title: ___________________________________

                  THE ACKERLEY GROUP, INC.

                       By: ___________________________________
                     Name: ___________________________________

                    Title: ___________________________________

                                       9

<PAGE>

                                                                    Exhibit A to
                                                     Adjustment Escrow Agreement

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



                         ADJUSTMENT ESCROW AGENT'S FEES

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







                                       10

<PAGE>

                                                                    Exhibit D to
                                                              Purchase Agreement

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

                            SECURITY ESCROW AGREEMENT

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

     This   SECURITY   ESCROW   AGREEMENT   (this   "Agreement")   made   as  of
______________________,  1998,  by and among  SINCLAIR  COMMUNICATIONS,  INC., a
Maryland  corporation  (the  "Company"),  THE ACKERLEY  GROUP,  INC., a Delaware
Corporation (the "Purchaser"),  and  _____________________,  a _________________
[Bank], as Security Escrow Agent (the "Security Escrow Agent").

     WHEREAS,  the Company  and  Purchaser  are parties to a Purchase  Agreement
dated as of September 25, 1998 (the "Purchase Agreement");

     WHEREAS,  pursuant  to the  Purchase  Agreement,  the  Company  shall sell,
assign,  transfer  and  deliver to  Purchaser  the assets  and  business  of the
Business (as defined in the Purchase  Agreement),  and Purchaser  shall purchase
and acquire such assets and business;

     WHEREAS,  pursuant  to  Section  2.2(c)(iii)  of  the  Purchase  Agreement,
Purchaser  shall  deliver  on the  Closing  Date  (as  defined  in the  Purchase
Agreement)  an amount of  $3,225,600  of the  Purchase  Price (as defined in the
Purchase  Agreement) to the Security Escrow Agent as security for the payment of
certain amounts (i) as to which Purchaser may become entitled to indemnification
pursuant to Article 8 of the Purchase Agreement,  (ii) as to which Purchaser may
become  entitled to pursuant to Section  5.8(a) of the  Purchase  Agreement  and
(iii) that may be payable to Purchaser pursuant to Section 2.3(c)(iii)(B) of the
Purchase Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants contained herein, the parties hereto agree as follows:

     Capitalized terms used herein and not otherwise defined are used as defined
in the Purchase Agreement.

     1.  Appointment of Security Escrow Agent.  The Company and Purchaser hereby
appoint  _________________ [Bank] to act as Security Escrow Agent hereunder, and
____________________ [Bank] hereby accepts such appointment and agrees to act as
Security Escrow Agent on the terms and conditions set forth hereinafter.

     2. Security Escrow Amount. (a) On the Closing Date, Purchaser shall deliver
to the Security Escrow Agent by wire transfer of immediately available funds (to
account number  ____________________ of the Security Escrow Agent (the "Security
Escrow  Account"))  the amount of $3,225,600  (the  "Security  Escrow  Amount"),
accompanied  by written  notice  from  Purchaser  identifying  such amount as an
amount  being  delivered  for deposit  into the  Security  Escrow  Account.  The
Security Escrow Agent shall acknowledge to Purchaser the Security Escrow Agent's
receipt of said amount.

     (b) The  Security  Escrow  Amount,  not  including  the  interest and other
investment

<PAGE>

income earned  thereon,  shall only serve to secure the  performance  of (i) the
indemnification  obligations  of the  Company  as set forth in  Article 8 of the
Purchase Agreement,  (ii) the obligations of the Company as set forth in Section
5.8(a) of the Purchase  Agreement and (iii) certain of the obligations set forth
in Section 2.3(c)(iii)(B) of the Purchase Agreement.

     (c) The Security Escrow Agent shall hold the balance of the Security Escrow
Amount (the  "Security  Escrowed  Funds") in escrow and shall not  withdraw  the
Security  Escrowed  Funds from the Security  Escrow  Account or use the Security
Escrowed Funds for any other purpose, except as provided in this Agreement.

     3.  Investments of Security  Escrowed Funds.  (a) The Security Escrow Agent
shall invest and reinvest the Security  Escrowed  Funds from time to time,  upon
receipt of the written  instructions  thereto  issued by the Company or the Fund
Holder (as defined in Section 7 hereof), in:

          (i) Commercial paper of any corporation  rated at least A-1 by S&P and
     P-1 by Moody's;

          (ii) Negotiable  certificates of deposit of United States banks having
     (A) a long-term  senior debt rating of at least A by S&P and  Moody's,  (B)
     deposits  in excess  of  $2,000,000,000  and (C)  commercial  paper  rating
     designations of at least A-1 by S&P and P-1 by Moody's;

          (iii)  Repurchase  agreements  with any United  States  bank which are
     fully  collateralized  by  direct  obligations  of  the  United  States  or
     obligations  of  agencies  or  sponsored  agencies  of  the  United  States
     government,  excluding in all cases collateralized  mortgage obligations of
     any kind; and

          (iv)  Money  market  instruments  rated at least A-1 by S&P and P-1 by
     Moody's that are restricted to investments described in clause (iii);

provided that in no event shall any investment of the types  described in clause
(i), (ii) or (iv) exceed ten percent of the net assets of the issuer thereof and
provided further that all investments shall have maturity dates on or before the
anticipated dates of the relevant payments hereunder.

     (b) To the extent the Security Escrow Agent invests any funds in the manner
provided for in this Section 3 and in accordance  with the written  instructions
from the Company or the Fund  Holder,  as the case may be, no party hereto shall
be liable for any loss which may be incurred by reason of any such investment.

No investment shall exceed the term of this Agreement.

     (c) The  Security  Escrow  Agent  shall have the power to  reduce,  sell or
liquidate the foregoing investments whenever it shall be required to release all
or any portion of the Security Escrowed Funds pursuant to Section 4 or 5 hereof.

     (d) The Security Escrow Agent is authorized to register  securities held by
it in its

                                       2

<PAGE>

name or in the  name  of a  nominee  or in  bearer  form  and  may  deposit  any
securities or other property in a depository or a clearing corporation.

     (e) Any interest or other investment  income earned for the period from the
time that the Security  Escrow Amount is delivered to the Security  Escrow Agent
until all the Security  Escrowed Funds have been  distributed in accordance with
Section 5 hereof,  shall be paid monthly to the Company or the Fund  Holder,  as
the case may be,  provided  that no such  payments  shall  be made  until  (i) a
determination of whether any payment out of the Security Escrow Account pursuant
to Section  2.3(c)(iii)(B) of the Purchase  Agreement is required and (ii) if so
required,  such payment has been made; provided further, that to the extent that
any portion of the  Security  Escrowed  Funds is paid to  Purchaser  pursuant to
Section  2.3(c)(iii)(B)  of the Purchase  Agreement,  a pro rata portion of such
interest or other  investment  income  earned  through the date of such  payment
(determined on the basis of the relative portions of the Security Escrowed Funds
so paid and that not so paid)  shall be instead  paid to  Purchaser  at the time
such portion of the Security  Escrowed Funds is paid to Purchaser;  and provided
further that the  Security  Escrow  Agent shall  retain  interest or  investment
income to the extent  necessary to replenish  previous losses incurred by reason
of any  investment  under  Section  3(a) that  resulted  in a  reduction  in the
principal  amount of the  Security  Escrow  Amount.  Any such  interest or other
investment income shall be deemed not to constitute Security Escrowed Funds.

     4. Claim  Notices.  (a) During the period from the  Closing  Date until the
Scheduled  Escrow  Expiration Date (as defined in Section 10 hereof),  Purchaser
acting on its own or, in the event set forth under (i) hereof,  on behalf of any
other Purchaser  Indemnified Party (together for the purposes of this Section 4,
"Purchaser")  shall be entitled to give the Security Escrow Agent written notice
(a "Claim  Notice") of (i) any Claims and Damages  incurred by it or a Purchaser
Indemnified  Party for which  Purchaser  claims that the Company is obligated to
indemnify Purchaser pursuant to Article 8 of the Purchase Agreement, (ii) 50% of
any payment made by Purchaser to any Business  Employee pursuant to the terms of
the Severance  Agreements listed in Sections 3.14.1 and 3.14.2 of the Disclosure
Schedule  to the  Purchase  Agreement,  which  Purchaser  is entitled to recover
pursuant to Section 5.8(a) of the Purchase Agreement or (iii) the amount that is
to be delivered to Purchaser pursuant to Section  2.3(c)(iii)(B) of the Purchase
Agreement.

     (b) Each Claim Notice given by Purchaser to the Security Escrow Agent shall
be signed by an authorized representative of Purchaser and (i) shall include the
information required under Section 8.5 of the Purchase Agreement, including, for
as far as its  concerns a Claim  Notice for Claims and  Damages,  the nature and
details of such  Claims and  Damages,  the  section  of the  Purchase  Agreement
pursuant to which the Claim Notice is made, the amount of Claims and Damages, if
reasonably ascertainable by Purchaser (or a statement that the amount thereof is
not then reasonably ascertainable by Purchaser and the basis for such statement)
and whether or not such Claims and Damages arise from the assertion of liability
by a third party or (ii) set forth  Purchaser's claim pursuant to Section 5.8(a)
or 2.3(c)(iii)(B) of the Purchase Agreement.

     (c) Promptly  upon receipt of the Claim Notice,  the Security  Escrow Agent
shall give notice thereof to the Company or the Fund Holder, as the case may be,
by  transmitting  a copy of such Claim Notice to the Company or the Fund Holder,
as the case may be, in the

                                       3

<PAGE>

manner and to the address specified in Section 1l(f) hereof.

     (d) The  Security  Escrow  Agent  shall  make no  payment  or  delivery  to
Purchaser or any Purchaser  Indemnified  Party for which a Claim Notice has been
given to the Security  Escrow Agent pursuant to this Section 4, or for the first
payment of interest or other investment  income pursuant to Section 3(e), except
pursuant to (i) written  instructions to the Security Escrow Agent signed by the
authorized  representatives  of Purchaser and of the Company or the Fund Holder,
as the case may be (the "Joint  Order"),  or (ii) a final  nonappealable  order,
judgment,  writ, decree of any Federal or State court of competent  jurisdiction
(the "Court Order").  Claims and Damages, or such portion of Claims and Damages,
that have not been paid to Purchaser or otherwise resolved by a Joint Order or a
Court Order, together with all unresolved claims with respect to Sections 5.8(a)
and 2.3(c)(iii)(B), are herein referred to collectively as "Pending Claims".

     5.  Distribution  of the  Security  Escrowed  Funds.  All cash  held in the
Security  Escrow  Account  on the  Scheduled  Escrow  Expiration  Date  shall be
distributed as follows:

     (a) The  Security  Escrow  Agent  shall  deliver to the Company or the Fund
Holder, as the case may be, by wire transfer to a bank account designated by the
Company or the Fund Holder,  as the case may be, the amount by which the balance
in the  Security  Escrow  Account as of the  Scheduled  Escrow  Expiration  Date
exceeds the aggregate amount for all  indemnification  or other payments claimed
under Pending  Claims  described in all Claim Notices with respect  thereto (the
"Reserves") as of the Scheduled Escrow Expiration Date.

     (b) An amount equal to the aggregate  amount of the Reserves shall continue
to be held by the Security  Escrow Agent as Security  Escrowed Funds as long as,
and to the extent that,  such Pending  Claims have not been  resolved by a Joint
Order or a Court Order.

     (c)  Whenever  any  Pending  Claim is  resolved by a Joint Order or a Court
Order,  the amount of such Pending Claim shall be disposed of in accordance with
such Joint Order or Court Order.

     (d) Upon a Joint Order or a Court Order,  money may be  distributed  at any
time to  Purchaser  and the Company or the Fund  Holder,  as the case may be, or
both of them.

     6. Purchase Agreement.  The provisions of this Agreement are subject to the
provisions of the Purchase Agreement,  including,  without limitation,  Sections
2.3(c),  2.4,  2.5 and 5.8(a) and  Article 8  thereof.  To the extent  that such
provisions  and the  provisions  of this  Agreement  are  inconsistent  with one
another or in conflict,  the  provisions  of the Purchase  Agreement  shall take
precedence.

     7. Fund Holder.  The parties hereto expressly  acknowledge that the Company
may assign all of its rights and obligations  under this Agreement and to and in
the Security  Escrowed Funds to the stockholders of the Company or to any person
or entity or any persons or entities  acting directly or indirectly on behalf of
the Company or such  stockholders.  Upon such  assignment and upon the Company's
delivery to the parties hereto of a notice thereof, the

                                       4

<PAGE>

Company shall be released from all of its obligations  under this Agreement.  As
used herein,  the term "Fund  Holder" means the person,  persons,  entity and/or
entities  to whom the  Company's  rights  and  obligations  hereunder  have been
assigned.

     8. Settlement of Disputes. Any dispute which may arise under this Agreement
with respect to the delivery  and/or  ownership  or right of  possession  of the
Security  Escrowed  Funds or any part  thereof,  or the  duties of the  Security
Escrow  Agent  hereunder,  shall be settled  either by mutual  agreement  of the
Company or the Fund  Holder,  as the case may be, and  Purchaser  (evidenced  by
appropriate instructions in writing to the Security Escrow Agent, signed by such
parties) or, failing such agreement,  either the Company or the Fund Holder,  as
the case may be, or Purchaser  shall have the right to submit the dispute to any
federal  or state  court  located in  Portland,  Maine.  Each  party  waives any
objection  which it may now or hereafter have to the laying of venue of any such
proceeding,  and irrevocably  submits to the  jurisdiction of such courts in any
such suit,  action or  proceeding.  The Security  Escrow Agent shall be under no
duty  whatsoever  to  institute  or defend  any such  proceedings.  Prior to the
settlement of any such  dispute,  the Security  Escrow Agent is  authorized  and
directed to retain in its possession,  without liability to anyone, that portion
of the Security  Escrowed  Funds and the interest  and other  investment  income
earned thereon which is the subject of such dispute.

     9.  Concerning  the Security  Escrow Agent.  (a) The Security  Escrow Agent
shall  have no duties  or  responsibilities  except  those  expressly  set forth
herein.  The  Security  Escrow  Agent may consult with counsel and shall have no
liability  hereunder  except for its own bad faith,  gross negligence or willful
misconduct.  It may rely on any  notice,  instruction,  certificate,  statement,
request,  consent,   confirmation,   agreement  or  other  instrument  which  it
reasonably  believes  to be genuine and to have been  signed or  presented  by a
proper Person or Persons.

     (b) The  Security  Escrow  Agent shall have no duties  with  respect to any
agreement or  agreements  with  respect to any or all of the  Security  Escrowed
Funds and the  interest  and  investment  income  earned  thereon  other than as
provided in this Agreement. In the event that any of the terms and provisions of
any other  agreement  between any of the parties hereto (other than the Purchase
Agreement)  conflict or is inconsistent  with any of the terms and provisions of
this  Agreement,  the terms and  provisions of this  Agreement  shall govern and
control in all respects. Notwithstanding any provision to the contrary contained
in any other agreement (including,  without limitation, the Purchase Agreement),
the Security Escrow Agent shall have no interest in the Security  Escrowed Funds
or the interest and other investment income earned thereon except as provided in
this Agreement.

     (c) So long as the Security  Escrow Agent shall have any  obligation to pay
any  amount  to the  Company  or the Fund  Holder,  as the  case may be,  and/or
Purchaser from the Security Escrowed Funds hereunder,  the Security Escrow Agent
shall keep proper books of record and account, in which full and correct entries
shall be made of all  receipts,  disbursements  and  investment  activity in the
Security Escrow Account.

     (d) The  Security  Escrow  Agent  shall  finish to the  Company or the Fund
Holder,  as the case may be, and  Purchaser  monthly  statements of account with
respect to the  Security  Escrowed  Funds  showing  the dates and amounts of all
deposits, disbursements, interest and other

                                       5

<PAGE>

investment income and the balance remaining on deposit.

     (e) The  Security  Escrow Agent shall not be bound by any  modification  of
this  Agreement  affecting the rights,  duties and  obligations  of the Security
Escrow  Agent,  unless such  modification  shall be in writing and signed by the
other parties  hereto,  and the Security Escrow Agent shall have given its prior
or contemporaneous  written consent thereto. The Security Escrow Agent shall not
be bound by any other  modification of this Agreement unless the Security Escrow
Agent shall have received written notice thereof.

     (f) The  Security  Escrow  Agent may resign as escrow  agent at any time by
giving 60 days written  notice by registered or certified mail to the Company or
the Fund Holder,  as the case may be, and Purchaser,  and such resignation shall
take  effect  at the  end of such 60  days  or  upon  earlier  appointment  of a
successor Security Escrow Agent. The Company or the Fund Holder, as the case may
be, and Purchaser may remove the Security  Escrow Agent at any time upon written
notice by the  Company or the Fund  Holder,  as the case may be,  and  Purchaser
jointly to the Security Escrow Agent with immediate  effect.  The resignation or
removal  shall not be  effective  unless and until a successor  Security  Escrow
Agent is appointed  by the Company or the Fund  Holder,  as the case may be, and
Purchaser.  The Company or the Fund  Holder,  as the case may be, and  Purchaser
shall  undertake to utilize their best efforts to arrange for the appointment of
a  successor  Security  Escrow  Agent.  If any  instrument  of  acceptance  by a
successor  Security  Escrow Agent shall not have been  delivered to the Security
Escrow Agent within 60 days after the delivery of its notice of  resignation  by
the Security Escrow Agent or its receipt of the notice of removal, the resigning
or removed  Security Escrow Agent may, at the expense of the Company or the Fund
Holder,  as the case may be,  and  Purchaser,  petition  any court of  competent
jurisdiction for the appointment of a successor Security Escrow Agent.

     (g) If at any time  hereafter the Security  Escrow Agent shall be dissolved
or otherwise become incapable of acting,  or the bank or trust company acting as
the  Security  Escrow  Agent  shall be taken  over by any  government  official,
agency,  department or board, or the position of the Security Escrow Agent shall
become  vacant for any of the  foregoing  reasons or for any other  reason,  the
Company or the Fund  Holder,  as the case may be, and  Purchaser  shall  jointly
appoint a successor Security Escrow Agent to fill such vacancy.

     (h)  Every  successor  Security  Escrow  Agent  appointed  hereunder  shall
execute,  acknowledge and deliver to its predecessor, and also to the Company or
the Fund  Holder,  as the case may be, and  Purchaser an  instrument  in writing
accepting such  appointment  hereunder,  and thereupon  such successor  Security
Escrow  Agent,  without any further act,  shall become fully vested with all the
rights,  immunities  and  powers  and shall be  subject to all of the duties and
obligations,  of its predecessor  Security  Escrow Agent as if originally  named
herein;  and every  predecessor  Security  Escrow  Agent  shall  deliver  to its
successor,  all  property and moneys held by it  hereunder  and all  information
required to properly  perform the  obligations of the Security  Escrow Agent set
forth in this Agreement.

     (i) The Security  Escrow  Agent's fees shall be in the amounts set forth on
Exhibit A hereto. In addition,  the Security Escrow Agent shall be reimbursed on
demand  for its  reasonable  out of pocket  costs  incurred  in  performing  its
obligations under this Agreement upon

                                       6

<PAGE>

its presentation of any invoices thereof.

     (j) The Company and Purchaser  shall each be responsible for payment of one
half of the fees and  expenses  of the  Security  Escrow  Agent,  including  the
expenses set forth in Section 9(i) hereof

     (k) The Company or the Fund Holder, as the case may be, and Purchaser shall
indemnify and hold the Security  Escrow Agent  harmless from and against any and
all  expenses  (including  reasonable  attorneys'  fees),  liabilities,  claims,
damages,  actions,  suits or other charges  incurred by or assessed  against the
Security  Escrow Agent for anything done or omitted by the Security Escrow Agent
in the performance of the Security Escrow Agent's duties hereunder,  except such
which result from the Security  Escrow  Agent's bad faith,  gross  negligence or
willful misconduct.

     (1)  Insofar as  required  by any  governmental  agency or  authority,  the
Security  Escrow  Agent  shall  provide  all  information  and file all forms or
returns  and  withhold  all Taxes  required  to be  withheld  with regard to the
payments  made  pursuant  to  this  Agreement,  including,  without  limitation,
information and forms and returns relating to income Taxes.

     10.  Termination of the Security  Escrow  Agreement.  This Agreement  shall
terminate upon the earlier to occur of: (i) the first anniversary of the Closing
Date (the "Scheduled  Escrow  Expiration Date") and (ii) the distribution of all
of the Security  Escrowed  Funds and the interest  and other  investment  income
earned  thereon  by the  Security  Escrow  Agent  pursuant  to  this  Agreement;
provided,  however,  that if there are any  unresolved  or unsettled  Claims and
Damages outstanding on the Scheduled Escrow Expiration Date, this Agreement will
not  terminate  until the  resolution  of all such  Claims and  Damages  and the
distribution of all of the Security Escrowed Funds pursuant to Section 5 hereof.

     11.  Miscellaneous.  (a) This  Agreement  and the  rights and duties of the
parties  hereunder  shall be governed by, and construed in accordance  with, the
laws of the State of New York.

     (b) This Agreement  shall be binding upon and shall inure to the benefit of
the parties hereto and their representative successors and assigns.

     (c) This Agreement may be executed in one or more  counterparts  and by the
different parties hereto in separate  counterparts,  each of which when executed
shall  be  deemed  to be an  original  but all of  which  taken  together  shall
constitute one and the same agreement.

     (d) Section  headings  contained  herein have been  inserted for  reference
purposes only and shall not be construed as part of this Agreement.

     (e) This Agreement may be modified or amended only by a written  instrument
duly executed by all parties hereto or their respective successors or assigns.

     (f) Any notice, demand, claim, notice of claim, request or communication

                                       7

<PAGE>

required or permitted to be given under the provisions of this  Agreement  shall
be in writing  and shall be deemed to have been duly given (i) upon  delivery if
delivered in person,  (ii) on the next Business Day after the date of mailing if
mailed by  registered  or certified  mail,  postage  prepaid and return  receipt
requested,  (iii) on the next  Business  Day  after  the date of  delivery  to a
national  overnight courier service,  or (iv) upon transmission by facsimile (if
such  transmission  is confirmed  by the  addressee)  if delivered  through such
services to the following  addresses,  or to such other address as any party may
request by  notifying in writing all of the other  parties to this  Agreement in
accordance with this Section l1(f):

                           If to the Company:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attn:  President
                                    Fax:    (410) 467-5043

                  with copy to:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attn:  General Counsel
                                    Fax:    (410) 662-4707

                  and

                                    Thomas & Libowitz, P.A.
                                    100 Light Street, Suite 1100
                                    Baltimore, Maryland  21202-1053
                                    Attn:  Steven A. Thomas, Esquire
                                    Fax:   (410) 752-2046

                  If to Purchaser:

                                    The Ackerley Group, Inc.
                                    1301 Fifth Avenue, Suite 4000
                                    Seattle, Washington 98101
                                    Attn:  Denis M. Curley,

                                            Co-President and CFO
                                    Fax:    (206) 623-7853

                                       8

<PAGE>

                  with a copy to:

                                    Rubin, Winston, Diercks, Harris & Cooke,

                                     L.L.P.

                                    10th Floor
                                    1333 New Hampshire Avenue, NW
                                    Washington, DC 20036
                                    Attn:  Eric M. Rubin, Esquire
                                    Fax:    (202) 429-0657

     Any such  notice  shall be  deemed  to have  been  received  on the date of
personal delivery,  the date set forth on the Postal Service return receipt,  or
the  date  of  delivery  shown  on the  records  of the  overnight  courier,  as
applicable.

     (g) The  Security  Escrow Agent shall not be liable to pay any Tax, if any,
on any  interest or other  investment  income  earned on the  Security  Escrowed
Funds, it being the  understanding of the parties that any such Tax shall be the
responsibility of the Company or the Fund Holder, as the case may be.

     (h) If any party hereto  refuses to comply with, or at any time violates or
attempts  to  violate,  any  term,  covenant  or  agreement  contained  in  this
Agreement,  any other  party  hereto  may,  by  injunctive  action,  compel  the
defaulting party to comply with, or refrain from violating,  such term, covenant
or agreement,  and may, by injunctive action, compel specific performance of the
obligations of the defaulting party.

     (i) Except as provided  herein,  the rights and  obligations of the parties
under this  Agreement  shall not be assigned to any Person,  without the written
consent of the other parties.  This  Agreement  shall not confer any benefits on
any Persons other than the parties hereto and the Fund Holder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

                            SIGNATURE PAGE TO FOLLOW]

                                       9

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered on the date first above written.

                   __________________________________ [BANK],

                   as Adjustment Escrow Agent

                        By: ___________________________________
                      Name: ___________________________________

                     Title: ___________________________________

                   SINCLAIR COMMUNICATIONS, INC.

                        By: ___________________________________
                      Name: ___________________________________

                     Title: ___________________________________

                   THE ACKERLEY GROUP, INC.

                        By: ___________________________________
                      Name: ___________________________________

                     Title: ___________________________________

                                       10

<PAGE>

                                                                    Exhibit A to
                                                       Security Escrow Agreement

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


                          SECURITY ESCROW AGENT'S FEES

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





<PAGE>

                                                                  Exhibit E-1 to
                                                              Purchase Agreement

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




                                [Date of Closing]

The Ackerley Group
Suite 4000
1301 Fifth Avenue

Seattle, Washington  98101

Attention:  Denis Curley

---------

         RE:      ASSET PURCHASE AGREEMENT, ENTERED INTO ON SEPTEMBER ____, 1998
                  BY AND BETWEEN THE ACKERLEY GROUP ("ACKERLEY")
                  AND SINCLAIR COMMUNICATIONS, INC. (THE "PURCHASE AGREEMENT")

Ladies and Gentlemen:

     We have acted as  counsel  to  Sinclair  Communications,  Inc.,  a Maryland
corporation  ("SCI") in connection  with the  transactions  contemplated  by the
Purchase  Agreement.  This opinion is being delivered to you pursuant to Section
10.2.6 of the  Purchase  Agreement.  All  capitalized  terms used herein but not
otherwise  defined in this opinion shall have the meanings  ascribed  thereto in
the Purchase Agreement.

     We have reviewed the Purchase Agreement and such other corporate records of
SCI, certificates of public officials, certificates of officers of SCI and other
documents  and have made  such  examinations  of law and fact as we have  deemed
necessary  or relevant in  connection  with the  opinions  set forth  below.  In
rendering the following opinions, we have assumed,  without  investigation,  the
authenticity of any document or other instrument submitted to us as an original,
the conformity of the originals of any document or other  instruments  submitted
to us as a copy, the legal capacity of natural  persons,  and the genuineness of
all signatures on such originals or copies.  We have also assumed,  but have not
independently  verified,  that all  documents  executed  by a party  other  than
officers and agents of SCI, were duly and validly executed and delivered by such
party and are legal,  valid and binding  obligations  of such party  enforceable
against the party in accordance with their respective terms.

     With  respect to questions of fact,  we have  relied,  without  independent
inquiry  or  verification  by  us,  solely  upon  (a)  the  representations  and
warranties  set  forth  in  the  Purchase   Agreement,   (b)  written  and  oral
representations  of officers of SCI, and (c)  certificates of public  officials,
and we do not opine in any respect as to the accuracy of any such facts. We have
conducted no independent investigation whatsoever of any factual matter. Certain
of the opinions given herein are qualified by

<PAGE>

The Ackerley Group
______________ ___, 1998

Page 2 of 3

the  phrases  "best of our  knowledge,"  "to our  knowledge,"  "known  to us" or
similar  phrases.  In each such case,  such knowledge  refers only to the actual
existing  knowledge of attorneys in our firm involved in representing SCI in the
preparation  of this opinion  with only such  investigation  as is  specifically
referred to in this opinion,  without any further investigation or inquiry. Such
terms do not include any  knowledge  of other  attorneys  within our firm or any
constructive  or imputed notice of any matters or items of  information.  When a
statement in this opinion is made "to our  knowledge," it means that none of the
attorneys in our firm involved in  representing  SCI in the  preparation of this
opinion has actual  existing  knowledge that the statement is false; it does not
mean that any of such attorneys  necessarily  has actual  existing  knowledge of
facts that would suggest the statement as true.

     This  opinion  is  limited  to the laws of the  State of  Maryland  and the
federal law of the United States of America  (collectively,  "Applicable  Law"),
except that  Applicable  Law includes  only laws and  regulations  that a lawyer
exercising customary  professional diligence would reasonably recognize as being
directly applicable to the transactions  contemplated by the Purchase Agreement.
We note that the Purchase  Agreement is governed by the laws of the State of New
York.  We are not  admitted to  practice  in the State of New York,  and we have
assumed with your consent, without independent investigation,  that the relevant
laws of the State of New York are  identical  in all respects to the laws of the
State of Maryland. We express no opinion as to choice of law or conflicts of law
rules or the laws of any states or jurisdictions other than as specified above.

     Statements in this opinion as to the legality, validity, binding effect and
enforceability of the Purchase  Agreement are subject to limitations  imposed by
bankruptcy, insolvency,  reorganization,  moratorium or similar laws and related
court  decisions of general  applicability  relating to or affecting  creditors'
rights generally and to the application of general equitable principles.

     In addition,  without  limitation  of any of the  foregoing,  we express no
opinion  herein as to (i) any provision of the Purchase  Agreement that provides
for  indemnification  to the extent such  provision may be limited by Applicable
Law, (ii) any consents of third parties that may be required in connection  with
the transfer and  assignment  of any of the Assets or the effects of the failure
to have obtained any such consents that may be required,  (iii) federal or state
securities  or "Blue Sky" laws,  (iv) bulk  transfer or sales laws,  (v) matters
arising under the  Communications  Act of 1934, as amended,  or the laws, rules,
regulations  or  policies  of the  Federal  Communications  Commission,  or (vi)
antitrust laws.

     Based upon the  foregoing,  subject  to the  assumptions,  limitations  and
exceptions contained herein, we are of the opinion that:

     1.   SCI is a  corporation  duly  organized,  validly  existing and in good
          standing under the laws of the State of Maryland.

<PAGE>

The Ackerley Group
______________ ___, 1998

Page 3 of 3

     2.   SCI has the  requisite  corporate  power  and  authority  to  execute,
          deliver and perform its obligations  under the Purchase  Agreement and
          the Amendment.

     3.   The Purchase Agreement has been duly executed and delivered by SCI and
          constitutes  the  valid and  binding  obligation  of SCI,  enforceable
          against SCI in accordance with its respective terms.

     4.   The  execution,  delivery  and  performance  by SCI  of  the  Purchase
          Agreement and the consummation by SCI of the transactions contemplated
          thereby  do not and will not  conflict  with or  result in a breach of
          SCI's certificate or articles of incorporation or its bylaws,  each as
          in effect immediately prior to the Closing.

     We  express no  opinion  as to the  effect of the  violation  of any law or
regulation  that may be  applicable  to SCI as a result  of the  involvement  of
parties  other  than  SCI  in the  transactions  contemplated  by  the  Purchase
Agreement  because of the legal or  regulatory  status of such other  parties or
because of any other facts specifically pertaining to any of them.

     The  information  set forth herein is as of the date  hereof.  We assume no
obligation  to advise  you of  changes  that may  thereafter  be  brought to our
attention. Our opinions are based on statutory provisions and judicial decisions
in  effect at the date  hereof,  and we do not opine  with  respect  to any law,
regulation, rule or governmental policy that may be enacted or adopted after the
date hereof nor assume any responsibility to advise you of future changes in our
opinions.

     This  letter  is  solely  for  your  information  in  connection  with  the
consummation of the transactions  contemplated by the Purchase  Agreement and is
not to be reproduced,  quoted, in whole or in part, or otherwise  referred to in
any of your financial statements or public releases,  nor is it to be filed with
any  governmental  agency or relied upon by any other person or for any purposes
whatsoever without the prior written consent of a member of this firm.

                                            Very truly yours,

                                            THOMAS & LIBOWITZ, P.A.

<PAGE>

                                                                     Exhibit E-2

                               FORM OF FCC OPINION

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

     1.  The  FCC  has  issued  to  the  Company  the   licenses,   permits  and
authorizations  specified on Attachment I hereto (the "FCC  Licenses").  The FCC
Licenses  are in full force and effect in that they are held by the  Company and
are in effect in accordance with their terms.

     2. The FCC Consent  has been  granted to permit the  assignment  of the FCC
Licenses  by the  Company  to  Purchaser  and has  not  been  reversed,  stayed,
enjoined,  set aside, annulled or suspended;  [provided,  however, that the time
under applicable FCC rules within which any formal request for  reconsideration,
review or other  regulatory  or  judicial  action has not  lapsed,  but,  to our
knowledge,  no action or petition  for such  reconsideration  or review has been
filed or is pending.]

     3. There is no FCC order, judgment, decree, notice of apparent liability or
order of  forfeiture  outstanding,  and to our  knowledge,  no  action,  suit of
apparent  liability,  order of  forfeiture,  investigation  or other  proceeding
pending,  by or before  the FCC  against  the  Company  that  might  result in a
revocation,   cancellation,   suspension,  non-renewal,  short-term  renewal  or
materially  adverse  modification  of the FCC Licenses,  except FCC  proceedings
generally  affecting the television  industry  (including but not limited to the
proceedings  which will  require  modification  of all  television  licenses  to
accommodate the transition to digital television).

<PAGE>

                            THE ACKERLEY GROUP, INC.
                               PURCHASE AGREEMENT
                               DISCLOSURE SCHEDULE

                         SECTION 1.1(D) (REAL PROPERTY)

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



            See attached Section 1.1(d) of the Disclosure Schedule.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                               PURCHASE AGREEMENT
                               DISCLOSURE SCHEDULE

                         SECTION 1.1(D) (REAL PROPERTY)

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





------------------------------------------------------------------------------------------------------------------------------------
                        IDENTIFIER/

                     TITLE COMMITMENT                                           DOCUMENTATION OF                         
 OWNED/LEASED            PARCEL #                                                  OWNERSHIP                             ENTITY ID

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       
OWNED              4225 W. Henrietta Road                             BARGAIN  AND SALE  DEED  from  WOKR-TV  Partners,   WOKR-TV
                   Rochester, NY                                      G.P.  to Guy Gannett  Communications,  dated July  
                   (90, 91)                                           10,  1998  and  recorded  in  the  Monroe  County  

                                                                      Clerk's Office at Book 9036, page 71               

                   WOKR-TV  Channel 13 studio and  office,  Inc.,  and  Pinnacle
                   Hill, State Route 31 (Brighton) transmitter and tower site

------------------------------------------------------------------------------------------------------------------------------------
LEASED             One Chase Square                                   LEASE   between   Lincoln   First  Bank,  NA  and  
                   Chase Manhattan Bank                               WOKR-Inc., dated 01/10/80; also;                   
                   Rochester, NY                                                                                         
                   (92-L)                                             Extension Agreement between Chase                  

                                                                      Lincoln First Bank, NA and WOKR                    

                   Tower and receiver site                            Partners, dated 09/12/89;                          

                                                                      and;                                               

                                                                      Second  Extension  Agreement  between  The  Chase  
                                                                      Manhattan   Bank   and   WOKR   Partners,   dated  
                                                                      11/14/94, through 12/31/99;                        

                                                                      NOTE:  Collier ABT, Inc. is now  responsible  for  
                                                                      this  lease   administration   for   billing  and  
                                                                      collections                                        

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


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                          SECTION 1.2 - EXCLUDED ASSETS

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

     The Excluded Assets include all of the Excluded Assets as listed in Section
1.2(a)-(j)  of the  Asset  Purchase  Agreement  dated  September  4, 1998 by and
between Guy Gannett Communications and Sinclair Communications, Inc.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

      SECTION 3.3 (ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS)

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

3.3(a):           None.

3.3(b):           None.

3.3(c):           None.

3.3(d):

1.                See  Section  3.3.1  of the  Disclosure  Schedule  for list of
                  contracts that require consent to the transactions.

2.                Gannett's  Revolving Loan Agreement with BankBoston and others
                  and Note Purchase Agreement with its noteholders  prohibit the
                  transfer of the Assets without the lenders'  consent.  Gannett
                  expects to repay these obligations at or prior to Closing.

3.                See Section 3.14 of the Disclosure Schedule concerning certain
                  retention  and  severance  agreements  with various  employees
                  requiring certain payments to be accelerated at Closing.

4.                See Section 3.14 of the Disclosure Schedule concerning certain
                  agreements  with  various   retired   employees  that  may  be
                  accelerated upon Closing.

5.                The annual management  bonuses for WOKR-TV will be accelerated
                  at  Closing.  If the  Closing is before  the end of 1998,  the
                  portion of the

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

      SECTION 3.3 (ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS)

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



                  payment  relating to the period from the Closing  Date through
                  year end will be accounted for as a prepaid expense.

6.                Pursuant  to  the  terms  of  Gannett's   Directors'  Deferred
                  Compensation  Plan,  deferred  directors fees are payable upon
                  the sale of  substantially  all of the assets of Gannett,  and
                  will be due upon Closing.

7.                Most,  if not all, of  Gannett's  insurance  policies  are not
                  assignable.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                        SECTION 3.3.1 (CONSENTS REQUIRED)

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






------------------------------------------------------------------------------------------------------------------------------------
       DIVISION             COMPANY NAME                DOCUMENT                PURPOSE                     CONTRACT     EFFECTIVE
                                                         NUMBER                                               DATE         DATE

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                
Corp.             U.S. Fleet Leasing                       100090.00  Master Lease Vehicle Leases            07/19/91

------------------------------------------------------------------------------------------------------------------------------------
Corp.             various credit card providers            100900.00  Divisions' Credit Card Agreements
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Collier ABR, Inc.                       1681100.00  Roof Lease                             11/14/94    01/01/95
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           GMAC                                    1680600.00  1997 Cadillac Lease (Alhart)                       01/01/97
                  d/b/a The Valley Cadillac Corp.
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           GMAC                                    1681010.00  Buick Park Avenue Lease 1997           08/01/94    01/14/97
                  d/b/a Vincent Buick, Inc.
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Volvo Car Finance (Best Motors)         1681020.00  1996 Volvo Lease                                   04/18/96
                                                                      (Neilsen)
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Toshiba/Rochester Copier                1681050.00  Office Equipment Lease                             02/19/98
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           SportsTicker                            1670110.00  Sports Information Service             05/15/98    05/15/98
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Associated Press                        1670120.00  NewsPower & GraphicsBank Services      07/27/94    07/01/94
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           FirstCom/Music House                    1670290.00  Music Library License                              11/30/97
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Rochester Copier                        1670690.00  Main Office Fax Maintenance            12/23/97    01/15/98
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Rochester Copier, Inc.                  1670693.00  GM Fax Maintenance                     01/28/98    02/01/98
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Dun & Bradstreet                        1670760.00  Business Information Services          05/06/98
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Associated Press                        1670830.00  Radio Simulcast Services                           09/15/97
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Weatherline Inc.                        1670970.00  Weather Service                                    05/11/95
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Frontier Communications                 1671000.00  Long Distance/T-1/Cellular             08/06/97    10/31/97
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           WSI Corp.                               1670130.00  Weather Services SWL & Subscription                04/01/94
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Peter Storer & Assoc., Inc.             1670250.00  S.W.L. Program & Accounting Manager    06/09/94    07/01/97
                                                                      Software
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Data Center Management, Inc.            1670750.00  Software License & Support                         01/01/98
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           Columbine JDS Systems, Inc.             1670800.00  License - DP System                    11/13/97    11/13/97
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           ABC Inc. Capital Cities                 1670010.00  Affiliation Agreement                  01/24/91    01/02/95
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           ABC Inc. Capital Cities                 1670020.00  NewOne Service                         07/08/88    09/14/88
------------------------------------------------------------------------------------------------------------------------------------
WOKR-TV           ABC Television Network                  1670030.00  Satellite Earth Station                            07/31/87
------------------------------------------------------------------------------------------------------------------------------------


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                        SECTION 3.3.1 (CONSENTS REQUIRED

                        --------------------------------
                              EMPLOYMENT AGREEMENT)

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






---------------------------------------------------------------------------------------------------------------------------
DIVISION      EMPLOYEE NAME            TITLE                               CONTRACT         EFFECTIVE       EXPIRATION
                                                                           DATE             DATE            DATE

---------------------------------------------------------------------------------------------------------------------------
                                                                                            
WOKR-TV       Alhart, Donald W.        Anchor/Assoc. News Director         08/01/98         08/01/98        07/31/01

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Armentrout,              Reporter/Anchor                     12/30/96         01/01/97        12/31/98

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Becker, Richard          Sports Anchor/Reporter              12/30/96         01/01/97        12/31/98

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Bilone, Patrick J.       Staff Meteorologist                 12/11/96         08/26/96        11/30/98

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Catalana, Michael        Sports Director                     06/29/98         07/01/98        06/30/01

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Curran, Virginia         Anchor/Reporter                     06/01/94         06/01/94        12/31/98

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Emblidge, Douglas N.     Anchor/Reporter                     10/27/94         01/01/95        12/31/99

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Johnson, Glenn           Staff Meteorologist                 06/26/95         07/01/95        06/30/99

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Lepkowski, Kathy         Anchor/Reporter                     09/15/95         09/15/95        10/05/99

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       McCombs, Mary            Anchor/Reporter                     12/08/94         12/08/94        08/31/98

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       O'Connor, Meaghan        News Producer                       10/31/96         09/15/96        04/26/00

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Peterson, William        Weathercaster/Chief Meteorologist   12/22/94         01/01/95        12/31/00

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Reed, Jennifer Lee       Producer                            11/03/97         12/01/97        11/30/99

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Samuels, Chuck           News Director                       12/17/96         10/14/96        10/13/98

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Simentkosky-Rocktasch    Producer                            10/21/97         10/27/97        10/26/99

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Smith, Pamela            Producer                            07/11/97         07/08/97        07/07/99

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Synesael, Steven         Sports Producer                     03/22/94         03/22/94        12/31/98

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Tachco, Bradley          Producer                            11/13/97         01/01/98        12/31/99

---------------------------------------------------------------------------------------------------------------------------
WOKR-TV       Washington, Brian        Reporter                            11/06/97         12/10/97        12/09/99

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


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                        SECTION 3.3.1 (CONSENTS REQUIRED

                        --------------------------
                               BARTER PROGRAMMING)

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






------------------------------------------ --------------------------------------- -------------------------------------------------
                                                                                                    CONTRACT TERM                  

               DISTRIBUTOR                                PACKAGE                      START                                END    

------------------------------------------ --------------------------------------- -------------------------------------------------
                                                                                                                       
Buena Vista Television                     Bill Nye the Science Guy                Sept. 1997                             Sept. 2000
------------------------------------------ --------------------------------------- -------------------------------------------------
Hearst Entertainment, Inc.                 Popular Mechanics: For Kids             Sept. 1997                             Sept. 1999
------------------------------------------ --------------------------------------- -------------------------------------------------
New World/Genesis                          Access: Hollywood                       Sept. 1996                             Sept. 1998
------------------------------------------ --------------------------------------- -------------------------------------------------
Paramount                                  Hard Copy 98                            Sept. 1998                             Sept. 1999
------------------------------------------ --------------------------------------- -------------------------------------------------
Paramount                                  Maury Povich                            Sept. 1997                             Sept. 1998
------------------------------------------ --------------------------------------- -------------------------------------------------
Paramount                                  Wild Things                             Sept. 1997                             Sept. 1998
------------------------------------------ --------------------------------------- -------------------------------------------------
Worldvision Enterprises                    Pictionary                              Sept. 1997                             Sept. 1998
------------------------------------------ --------------------------------------- -------------------------------------------------
New York State Lottery                     Lottery Drawings                        May 1998                               April 2001
------------------------------------------ --------------------------------------- -------------------------------------------------
Dr. Bob Lanier                             60 Second Housecall -                                         OPEN
                                           News Insert
------------------------------------------ --------------------------------------- -------------------------------------------------
WRMM DJs                                   Family Weekend -                                              OPEN                      
                                           News Insert

------------------------------------------ --------------------------------------- -------------------------------------------------
Triple Seven Concepts, Inc.                Assorted 1/2 hour programs              June 1998                              June 1999
a subsidiary of Grey Advertising
------------------------------------------ --------------------------------------- -------------------------------------------------





------------------------------------------- -----------------------------
                                            WRITTEN                      
                                            CONSENT                      

               DISTRIBUTOR                  REQUIRED TO                  
                                            ASSOGM                       

------------------------------------------  -----------------------------
                                                                   
Buena Vista Television                                  YES              

------------------------------------------  -----------------------------
Hearst Entertainment, Inc.                              YES              

------------------------------------------  -----------------------------
New World/Genesis                                       YES              

------------------------------------------  -----------------------------
Paramount                                               YES              

------------------------------------------  -----------------------------
Paramount                                               YES              

------------------------------------------  -----------------------------
Paramount                                               YES              

------------------------------------------  -----------------------------
Worldvision Enterprises                                 YES              

------------------------------------------  -----------------------------
New York State Lottery                                  YES              

------------------------------------------  -----------------------------
Dr. Bob Lanier                                                           

------------------------------------------  -----------------------------
WRMM DJs                                                 NL              

------------------------------------------  -----------------------------
Triple Seven Concepts, Inc.                             YES              
a subsidiary of Grey Advertising                                         

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


NL - No specific assignment language in agreement.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                       SECTION 3.5 (FINANCIAL STATEMENTS)

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

3.5(a):           None.

3.5(b) & (c):

1.                The Unaudited Financial Statements as defined in the Gannett
                  Purchase   Agreement  (the  "Gannett   Unaudited   Financial
                  Statements") do not include all financial  statements (e.g.,
                  cash flow),  financial elements (e.g.,  income taxes and net
                  income) or  footnotes  required  under GAAP.  Net  Financial
                  Assets will not include any accruals for any  severance  for
                  employees   terminated   after  the  Closing.   The  Gannett
                  Unaudited Financial  Statements were prepared on a pro forma
                  basis to reflect  Gannett's  expectations  as to how certain
                  accounting  matters  related to the sales of Gannett and the
                  Maine Media  Business  would be handled,  including  without
                  limitation:  estimates  of how  post-retirement  liabilities
                  would be allocated  between Newco (as defined in Section 3.7
                  of  the   Disclosure   Schedule  to  the  Gannett   Purchase
                  Agreement)  and  Gannett;  none of the prepaid  pension cost
                  included in "other  assets" in the  corporate  balance sheet
                  was allocated to Newco;  certain  long-term  incentive plans
                  and supplemental  retirement  benefits were not reflected on
                  the balance sheet because it is  anticipated  that they will
                  be paid prior to Closing.  Some monthly financial statements
                  may not include all accrued vacation benefits. The treatment
                  of  downpayments  on program  rights as described in Section
                  9.1 is not  consistent  with prior  periods or in accordance
                  with GAAP.  The  consolidated  statement  of  operations  is
                  intended to display  EBITDA and EBIT rather than net income.
                  The Guy  Gannett  Broadcast  Group  balance  sheet  shows no
                  allocation or apportionment of the post-retirement liability
                  or of the  prepaid  pension  (except  that the June 30, 1998
                  balance sheet does show the post-retirement  liability).  As
                  described above, the Gannett Unaudited Financial  Statements
                  are not in  conformance  with  GAAP nor are they  consistent
                  with prior periods.                                        





<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                       SECTION 3.5 (FINANCIAL STATEMENTS)

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

2.                The Gannett Unaudited Financial  Statements do not include any
                  assets or liabilities that may result from a settlement in the
                  future  with ASCAP  regarding  the  dispute  with the TV Music
                  License Committee on new fees and the license agreement.

3.5(c):

3.                There are certain liabilities related to the sale of Gannett
                  and its  properties  that are not recorded and have not been
                  incurred in the ordinary course including but not limited to
                  (a) fees for: attorneys,  investment  bankers,  accountants,
                  consultants, etc.; (b) certain agreements with key employees
                  for severance,  retention and closing  benefits,  and former
                  employees   for   supplemental   retirement   and   deferred
                  compensation benefits.                                      




<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                 SECTION 3.6 (TITLE TO ASSETS; RELATED MATTERS)

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

3.6(i):

1.                Gannett has  possession  of various  assets owned by others,
                  including but not limited to personal items of employees and
                  officers.  Gannett also has possession of records,  but does
                  not have any ownership  interest in, the following groups or
                  organizations:  Guy  P.  Gannett  Foundation,  The  Portland
                  Newspapers Bruce Roberts Fund; Guy Gannett  Employees Credit
                  Union;  the Anne M.  Gannett  Trust and the  Gannett  Family
                  Forum.                                                      


2.                The New York State Department of  Transportation  ("NYSDOT")
                  has taken, by eminent domain,:  (1) a fee simple interest in
                  a 0.136 acre  parcel  located at 4225 West  Henrietta  Road,
                  Rochester,  New  York,  along  the  property  fronting  West
                  Henrietta  Road and  crossing the  driveway  accessing  that
                  property,  and (2) a permanent  easement for traffic control
                  devices  on the  driveway  where  the  driveway  meets  West
                  Henrietta Road. In return, NYSDOT has paid Gannett $12,400. 


3.                See Section 3.16 of the Disclosure  Schedule for  Intellectual
                  Property matters.

3.6(i) and (iii):

4.                See Section 3.7 of the  Disclosure  Schedule for detail with
                  respect to sharing of certain  assets  between the broadcast
                  and Maine Media Business  divisions pursuant to the terms of
                  an Amended and Restated Contribution  Agreement dated August
                  14, 1998. In addition,  upon consummation of the sale of the
                  Maine Media  Business,  Gannett  will lose access to certain
                  expertise in areas such as marketing  and research  provided
                  by  personnel  of  the  Maine  Media  Business,   and  other
                  relationships with these divisions will be terminated.      

3.6(iv):          None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                 SECTION 3.6 (TITLE TO ASSETS; RELATED MATTERS)

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

3.6(v):           None.

3.6(vi):          None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

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

3.7(a):

1.                The  Contribution  Agreement also provides that Gannett will
                  allocate the pension plan assets in its defined benefit plan
                  between  Gannett  and  Newco  as  further  described  in the
                  Contribution  Agreement.  The assets and  liabilities of the
                  Guy Gannett  Retirement Plan that relate to employees of the
                  Maine Media Business shall be transferred,  post-closing, to
                  a trust  that will be  established  to hold  assets of a new
                  plan to be established for the Maine Media Business         

3.7(b):           None.

2.                Gannett has entered into a new  employment  agreement with Don
                  Alhart. See Section 3.10.4 for date of agreement.

3.                Gannett has agreed to  accelerate  at Closing  WOKR-TV  annual
                  management  bonuses.  If the Closing is before  year end,  the
                  portion of the payment relating to the period from the Closing
                  Date  through  the end of  1998  will  be  accounted  for as a
                  prepaid expense.

4.                Gannett has increased  its  Directors  and Officers  insurance
                  coverage (other than the employment  practices coverage) to $5
                  million, and has increased its fiduciary insurance coverage to
                  $25 million prior to Closing.

3.7(c):           None.

3.7(d):           None

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

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

3.7(e):           Gannett may be below budget for 1998 by as much as  $1,469,000
                  for  all  of  the  television  stations  other  than  WOKR-TV.
                  Assuming  a cash flow  reduction  of  $1,469,000,  EBITDA  for
                  fiscal year 1998 would be $12,700,000.

3.7(f):           None.

3.7(g):           None.

3.7(h):           None.

3.7(i):           None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                            SECTION 3.8 (LITIGATION)

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

3.8(i):

1.                An on-air  reporter has  threatened  to sue WOKR in connection
                  with  her  recent  discharge  for  reasons  relating  to  work
                  performance, insubordination and violations of station policy.
                  No suit has been filed to date. This matter is insured.

3.8(ii):          None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                             SECTION 3.9 (INSURANCE)

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

     See  Section  3.9.1  of the  Disclosure  Schedule  for a list of  insurance
policies relating to Gannett as a whole.

3.9(i):           None.

3.9(ii):          None.

3.9(iii):         None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                               PURCHASE AGREEMENT
                               DISCLOSURE SCHEDULE

                       SCHEDULE 3.9.1 (INSURANCE POLICIES)

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





--------------------------------- ---------------------------------- ---------------------- ----------------------
            TYPE                               INSURER                  LIABILITY LIMIT         POLICY PERIOD

--------------------------------- ---------------------------------- ---------------------- ----------------------
                                                                                    
Package                           Commercial Union                              19,491,552    05/01/98 - 05/01/99
--------------------------------- ---------------------------------- ---------------------- ----------------------
Comm'l. Gen'l. Liability          Commercial Union                               2,000,000    05/01/98 - 05/01/99
                                     [incl. w/Package Policy]
--------------------------------- ---------------------------------- ---------------------- ----------------------
Communication Eqpt.               Commercial Union                              58,615,300    05/01/98 - 05/01/99
--------------------------------- ---------------------------------- ---------------------- ----------------------
Broadcasting Loss of Income       Commercial Union                              13,487,696    05/01/98 - 05/01/99
                                     [incl. w/Comm. Eqpt. Policy]
--------------------------------- ---------------------------------- ---------------------- ----------------------
Automobile                        Commercial Union                               1,000,000    05/01/98 - 05/01/99
--------------------------------- ---------------------------------- ---------------------- ----------------------
Energy Systems                    Federal Insurance Co.                         25,000,000    05/01/98 - 05/01/99
--------------------------------- ---------------------------------- ---------------------- ----------------------
Libel/Slander                     Employers Reinsurance                         15,000,000    10/09/97 - 10/09/98
--------------------------------- ---------------------------------- ---------------------- ----------------------
Umbrella                          Federal Insurance Co.                         25,000,000    05/01/98 - 05/01/99
--------------------------------- ---------------------------------- ---------------------- ----------------------
Non-Owned Aircraft                National Union Fire                           20,000,000    10/24/97 - 10/24/98
--------------------------------- ---------------------------------- ---------------------- ----------------------
Crime Bond                        Federal Insurance Co.                          1,000,000    05/01/98 - 05/01/99
--------------------------------- ---------------------------------- ---------------------- ----------------------
Fiduciary Responsibility          Federal Insurance Co.                         25,000,000    11/10/97 - 11/10/98
--------------------------------- ---------------------------------- ---------------------- ----------------------
Directors & Officers              Federal Insurance Co.                          5,000,000    02/06/98 - 02/06/99
Includes:
   Outside Directors                                                             5,000,000    02/06/98 - 02/06/99
   Employment Practices                                                          5,000,000    02/06/98 - 02/06/99
              Liability

--------------------------------- ---------------------------------- ---------------------- ----------------------
Workers Compensation                                                               100,000    12/31/97 - 12/31/98
     Maine                        MEMIC                                                    
     Illinois     Iowa            Commercial Union
     Florida                      Commercial Union
     Massachusetts                Commercial Union
     New York                     Commercial Union
--------------------------------- ---------------------------------- ---------------------- ----------------------
Travel/Accident                   Reliance Standard Life                            10,000    10/01/97 - 10/01/98
--------------------------------- ---------------------------------- ---------------------- ----------------------
Foreign Policy                    CIGNA Ins. Co.                                 1,000,000    05/20/98 - 05/20/99
--------------------------------- ---------------------------------- ---------------------- ----------------------
Special (K&R)                     Aetna Life & Casualty                          3,000,000    09/12/95 - 09/12/98
--------------------------------- ---------------------------------- ---------------------- ----------------------
Maine Turnpike Bond               Travelers Casualty & Surety                        5,000    09/16/97 - 09/16/98
--------------------------------- ---------------------------------- ---------------------- ----------------------


<PAGE>

                            THE ACKERLEY GROUP, INC.
                               PURCHASE AGREEMENT
                               DISCLOSURE SCHEDULE

                        SECTION 3.10 (MATERIAL CONTRACTS)

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

1.   See Section 3.10.1 of the  Disclosure  Schedule for agreements or contracts
     relating to the Station and providing for payments in excess of $50,000 per
     year or $250,000 over the five-year period commencing on the date hereof.

     Please note that detail on various insurance  policies and employee benefit
     plans insurance coverage has not been provided.

2.   See  Section  3.10.2  of the  Disclosure  Schedule  for all time  brokerage
     agreements and affiliation agreements with television networks which relate
     to the Station.

3.   See Section 3.10.3 of the  Disclosure  Schedule for any license or contract
     pursuant  to  which  Gannett  is  authorized  to  broadcast  film or  taped
     programming on the Station supplied by others in excess of $10,000 per year
     or having a term of more than one year .

4.   See Section 3.10.4 of the Disclosure Schedule for any employment agreement,
     consulting  agreement  or similar  contract  relating  to the  Station  and
     providing  for  payments  to any  Person in excess of  $50,000  per year or
     $100,000 in the aggregate over the five-year period  commencing on the date
     hereof.

5.   See Section 3.14 of the Disclosure  Schedule for any retention or severance
     agreement  or contract  relating  to the  Station  and with  respect to any
     Person who is to be employed post-sale.

6.   See Section 3.10.6 of the Disclosure Schedule for all collective bargaining
     agreements or other union contracts relating to the Station.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                               PURCHASE AGREEMENT
                               DISCLOSURE SCHEDULE

                        SECTION 3.10 (MATERIAL CONTRACTS)

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

7.   See Section  3.10.7 of the  Disclosure  Schedule  for (a) any lease of real
     property  or (b)  any  lease  of  equipment  or  license  with  respect  to
     Intellectual  Property (other than licenses  granted in connection with the
     purchase  of  equipment  or other  assets)  by  Gannett  to  another  party
     providing  for  payments  to any  Person in excess of  $25,000  per year or
     $75,000 in the aggregate over the five-year  period  commencing on the date
     hereof and relating to the Station.

8.   See Section 3.10.8 of the Disclosure Schedule for any lease of equipment or
     real property or license with respect to Intellectual  Property (other than
     licenses  granted in  connection  with the  purchase of  equipment or other
     assets) by Gannett to another  party  providing  for payments to Gannett in
     excess of $20,000 per year or $50,000 in the  aggregate  over the five-year
     period commencing on the date hereof and which relate to the Station.

9. Any joint venture, partnership or similar agreement or contract. NONE.

10.  See Section  3.10.10 for any agreement or contract  under,  with respect to
     the  Station,  which  Gannett has borrowed or loaned any money in excess of
     $1,000,000  or  issued  or  received  any note,  bond,  indenture  or other
     evidence of  indebtedness in excess of $1,000,000 or directly or indirectly
     guaranteed indebtedness,  liabilities or obligations of others in an amount
     in excess of $1,000,000.

11.  Any  covenant  not to  compete or  contract  or  agreement,  understanding,
     arrangement  or any  restriction  whatsoever  limiting  in any  respect the
     ability of Gannett to compete in any line of business or with any Person in
     the Station's DMA. NONE.

*Executed copies of certain contracts may not be available.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

               SECTION 3.10.1 (MATERIAL CONTRACTS - BROADCASTING)

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



----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
DIVISION    DOCUMENT        COMPANY NAME               PURPOSE                         CONTRACT   EFFECTIVE      COPY
            NUMBER                                                                     DATE       DATE           IMPERFECTIONS
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
                                                                                              
Corp.           100400.00  BMI                        Group Television Blanket          04/17/97       04/03/97
                                                      License

----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
Corp.           100500.00  Katz & Seltel              Master Representation Agreement   04/27/98       01/01/98  original
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
Corp.           100500.01  Katz & Seltel              Interpretive Letter               08/17/98
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
Corp.           100500.02  Katz & Seltel              Amendment to Master               08/28/98
                                                      Representation Letter
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
Corp.           109999.99  Employee Benefit Plans     (See Section 3.14.3)
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
WOKR           1670080.00  A.C. Nielsen Company       Index Service                     04/04/91       06/01/98  not fully executed
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
WOKR           1670140.00  Audience Research &        News Consulting/Audience                         01/01/98
                           Development C.             Research
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
WOKR           1670260.00  ASCAP                      Music License                                    04/01/98  under negotiation
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
WOKR           1670770.00  Lee Curtis & Assoc. Inc.   Customized Newspaper Production                  04/17/96
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------
WOKR           1671000.00  Frontier Communications    Long Distance/T-1/Cellular        08/06/97       10/31/97
----------- -------------- -------------------------- -------------------------------- ---------- -------------- -------------------


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                     SECTION 3.10.2 (AFFILIATION AGREEMENT)

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



--------- ------------ ------------------------ ----------------------------- ---------- ----------------  -----------------------
DIVISION  DOCUMENT      COMPANY NAME             PURPOSE                      CONTRACT     EFFECTIVE       COPY
          NUMBER                                                              DATE         DATE            IMPERFECTIONS

--------- ------------ ------------------------ ----------------------------- ---------- ----------------  -----------------------
                                                                                                         
WOKR       1670010.00  ABC Inc. Capital Cities  Affiliation Agreement          01/24/91          01/02/95  

--------- ------------ ------------------------ ----------------------------- ---------- ----------------- -----------------------
WOKR       1670010.01  ABC Inc. Capital Cities  Consent to Assignment to GGC   04/20/98          04/26/98
--------- ------------ ------------------------ ----------------------------- ---------- ----------------- -----------------------
WOKR       1670020.00  ABC Inc. Capital Cities  NewOne Service                 07/08/88          09/14/88
--------- ------------ ------------------------ ----------------------------- ---------- ----------------- -----------------------


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                     SECTION 3.10.4 (EMPLOYMENT AGREEMENTS)

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





----------   ------------------   ----------------------------------------   --------------   -----------------
DIVISION     EMPLOYEE NAME        TITLE                                      CONTRACT DATE    EFFECTIVE DATE

----------   ------------------   ----------------------------------------   --------------   -----------------
                                                                                 
WOKR         Alhart, Donald W.    Anchor/Assoc. News Director                08/01/98         08/01/98

----------   ------------------   ----------------------------------------   --------------   -----------------
WOKR         Catalana, Michael    Sports Director                            06/29/98         07/01/98

----------   ------------------   ----------------------------------------   --------------   -----------------
WOKR         Curran, Virginia     Anchor/Reporter                            06/01/94         06/01/94

----------   ------------------   ----------------------------------------   --------------   -----------------
WOKR         Emblidge, Douglas    Anchor/Reporter                            10/27/94         01/01/95

----------   ------------------   ----------------------------------------   --------------   -----------------
WOKR         Johnson, Glenn       Staff Meteorologist/Weathercaster/Chief    06/26/95         07/01/95

----------   ------------------   ----------------------------------------   --------------   -----------------
WOKR         Peterson, William    Meteorologist                              12/22/94         01/01/95

----------   ------------------   ----------------------------------------   --------------   -----------------
WOKR         Samuels, Chuck       News Director                              12/17/96         10/14/96

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


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                SECTION 3.10.6 (COLLECTIVE BARGAINING AGREEMENT)

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




          DIVISION                         COLLECTIVE BARGAINING UNIT                         EFFECTIVE DATES

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

            WOKR               International Brotherhood of Teamsters Local #791            06/15/97 - 06/14/00


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                    SECTION 3.10.7.A. (REAL PROPERTY LEASES)

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




--------- ---------------- --------------------- --------------------------- -------------- -------------- -----------------------
DIVISION  DOCUMENT NUMBER  COMPANY NAME          PURPOSE                     CONTRACT DATE  EFFECTIVE DATE COPY IMPERFECTIONS

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

--------- ---------------- --------------------- --------------------------- -------------- -------------- -----------------------
WOKR      1681100.00       Collier ABR, Inc.     Roof Lease                  11/14/94       01/01/95
--------- ---------------- --------------------- --------------------------- -------------- -------------- -----------------------
WOKR      1681130.00       Intermedia            Video Service/Tower Lease   03/26/98       03/26/98
                           (EMI Communications)

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


         See also Section 1.1(d) of the Disclosure Schedules.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

         SECTION 3.10.7.B. (EQUIPMENT LEASES AND INTELLECTUAL PROPERTY)

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




--------- ---------------- ---------------------------- ---------------------------- ------------- -------------- ------------------
DIVISION  DOCUMENT NUMBER     COMPANY NAME              PURPOSE                      CONTRACT DATE EFFECTIVE DATE COPY IMPERFECTIONS
--------- ---------------- ---------------------------- ---------------------------- ------------- -------------- ------------------
                                                                                                  
--------- ---------------- ---------------------------- ---------------------------- ------------- -------------- ------------------

--------- ---------------- ---------------------------- ---------------------------- ------------- -------------- ------------------
Corp.           100090.00  U.S. Fleet Leasing           Master Lease Vehicle Leases  07/19/91
--------- ---------------- ---------------------------- ---------------------------- ------------- -------------- ------------------
WORK           1670800.00  Columbine JDS Systems, Inc.  License - DP System          11/13/97      11/13/97
--------- ---------------- ---------------------------- ---------------------------- ------------- -------------- ------------------


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                         SECTION 3.10.8 (INCOME LEASES)

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





-------- --------------- ------------------------------- ------------------------ ---------------- -------------- ------------------
DIVISION DOCUMENT NUMBER COMPANY NAME                    PURPOSE                  CONTRACT DATE    EFFECTIVE DATE COPY IMPERFECTIONS
-------- --------------- ------------------------------- ------------------------ ---------------- -------------- ------------------
                                                                                                              
-------- --------------- ------------------------------- ------------------------ ---------------- -------------- ------------------

-------- --------------- ------------------------------- ------------------------ ---------------- -------------- ------------------
WOKR     1681090.00      WXXI -  Rochester  Area Ed. TV  Brighton Lane Lease      10/23/79         10/24/79
                         Assoc.
-------- --------------- ------------------------------- ------------------------ ---------------- -------------- ------------------
WOKR     1681090.01      WXXI -  Rochester  Area Ed. TV  First Amendment of Lease 04/14/89
                         Assoc.

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


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                        SECTION 3.10.10 (LOAN AGREEMENT)

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




-------- --------------- --------------------------------------- ------------------ ------------- -------------- -------------------
DIVISION DOCUMENT NUMBER COMPANY NAME                            PURPOSE            CONTRACT DATE EFFECTIVE DATE COPY IMPERFECTIONS

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

-------- --------------- --------------------------------------- ------------------ ------------- -------------- -------------------
Corp.    100020.00       Northwestern Mutual Life Insurance      Senior Notes             N/A           N/A               N/A
-------- --------------- --------------------------------------- ------------------ ------------- -------------- -------------------
Corp.    100021.00       UNUM Life Insurance Company             Senior Notes             N/A           N/A               N/A
-------- --------------- --------------------------------------- ------------------ ------------- -------------- -------------------
Corp.    100022.00       Massachusetts Mutual Life Ins. Co.      Senior Notes             N/A           N/A               N/A
-------- --------------- --------------------------------------- ------------------ ------------- -------------- -------------------
Corp.    100025.00       First National Bank of Boston (primary) Revolving Credit      08/18/81       08/18/81            N/A
                                                                 Agreement
-------- --------------- --------------------------------------- ------------------ ------------- -------------- -------------------
Corp.    100026.00       Bank of New York (participating)        Revolving Credit      08/18/81       08/18/81            N/A
                                                                 Agreement
-------- --------------- --------------------------------------- ------------------ ------------- -------------- -------------------
Corp.    100027.00       Fleet Bank (participating)              Revolving Credit      08/18/81       08/18/81            N/A
                                                                 Agreement
-------- --------------- --------------------------------------- ------------------ ------------- -------------- -------------------
Corp.    100028.00       Key Bank (participating)                Revolving Credit      08/18/81       08/18/81            N/A
                                                                 Agreement
-------- --------------- --------------------------------------- ------------------ ------------- -------------- -------------------


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                        SECTION 3.10.3 (PROGRAM LICENSES)




------------------ --------------------------------- ------------------------- --------------------------
DISTRIBUTOR           PACKAGE                              CONTRACT TERM             WRITTEN CONSENT
                                                       START            END          REQUIRED TO ASSIGN

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

Paramount          Entertainment Tonight             Sept. 1997    Aug. 1999                YES
                   Entertainment Tonight Amendment                        
                   letter dated 05/07/97
------------------ --------------------------------- ------------------------- --------------------------
Paramount          Hard Copy                         Sept. 1997    Aug. 1998                YES
                   Hard Copy Amendment letter dated                      
                   08/06/96

------------------ --------------------------------- ------------------------- --------------------------
Paramount          Montel Williams                   Sept. 1997    Aug. 1999                YES
                   Montel Williams Amendment letter                      
                   dated 10/15/97
------------------ --------------------------------- ------------------------- --------------------------
Warner Bros.       Family Matters                    Sept. 1994    Feb. 1998                YES
------------------ --------------------------------- ------------------------- --------------------------
Warner Bros.       Murphy Brown                      Sept. 1992    Feb. 1999                YES
                   Murphy Brown Extension(s)                             
------------------ --------------------------------- ------------------------- --------------------------
Warner Bros.       Step By Step                      Sept. 1995    Feb. 2001                YES
------------------ --------------------------------- ------------------------- --------------------------
Warner Bros.       Friends                           Sept. 1998    Feb. 2004                YES
------------------ --------------------------------- ------------------------- --------------------------
Warner Bros.       Jenny Jones                       Sept. 1997    Sept. 1998               YES
------------------ --------------------------------- ------------------------ ---------------------------
Studios USA        Maury Povich                      Sept. 1998    Sept. 2000               YES
------------------ --------------------------------- ------------------------- --------------------------
Columbia/Tristar   Mad About You                     Jan. 1997     Sept. 2002               YES
                   Mad About You Extension(s)                             
------------------ --------------------------------- ------------------------- --------------------------
King World         Roseanne (talk)                   Sept. 1998    Aug. 2000                YES
                   Roseanne (talk) - Extension(s)                        
------------------ --------------------------------- ------------------------- --------------------------
Viacom             Roseanne                          Sept. 1993    Aug. 1998                YES
------------------ --------------------------------- ------------------------- --------------------------
WKBW-TV            Buffalo Bills - Pre-season games  Aug. 1998     Aug. 1998                NO
------------------ --------------------------------- ------------------------- --------------------------
CNN Newsource      Headline News Schedule            Feb. 1998     Jan. 2000                YES
------------------ --------------------------------- ------------------------- --------------------------
Columbia           Movie Package                     July 1992     Aug. 2003                YES
------------------ --------------------------------- ------------------------- --------------------------
Columbia           Movie Package                     July 1992     Dec. 2001                YES
------------------ --------------------------------- ------------------------- --------------------------
20th Television    Movie Package                     Mar. 1994     Feb. 2004                YES
------------------ --------------------------------- ------------------------- --------------------------


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                             SECTION 3.11 (PERMITS)

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

PERMITS:

     (i):         None.

     (ii):        None.

     (iii):       None.

COMPLIANCE WITH LAW:

     (i):

     1.           See  Section  3.13  of  the  Disclosure   Schedule  concerning
                  environmental matters.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

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

         3.12(i):




                                                                                           EXPIRATION    

               CALL SIGN                                      TYPE                         -----------   
               ---------                                      ----                            DATE       

                                                                                              ----       
                                                                                    
        WOKR-TV, Rochester, NY                                                            
        ----------------------                                                                06/0l/99

                KR-9992                                    TV Pickup                          06/0l/99
                KR-7729                                    TV Pickup                          06/01/99
                KN-2237                                    TV Pickup                          06/01/99
                KP-2134                                    TV Pickup                          06/01/99
                WGI-226                                TV Intercity Relay                     06/01/99
                WEF-58                                       TV STL                           06/01/99
                KGO-958                              R/P Base Mobile System                   06/01/99
                KRG-613                              R/P Base Mobile System                   06/01/99
               BLP-00293                         Low Power Broadcast Auxiliary                06/01/99
                 E6537                             Receive Only Earth Station                 12/09/03

                E860485                            Receive Only Earth Station                 05/16/06
               KNBL-873                                  Weather Radar                        02/13/01



                         ANTENNA STRUCTURE REGISTRATIONS




-------------------------- ---------------------- ---------------------------------------- ----------------------
MAIN STATION               LOCATION               TOWER OWNER                              REGISTRATION NO.

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

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

-------------------------- ---------------------- ---------------------------------------- ----------------------
WOKR-TV                    Rochester, NY          Guy Gannett Communications               1011757
-------------------------- ---------------------- ---------------------------------------- ----------------------


     3.12(ii):    None.

     3.12(iii):   None.

     3.12(iv):    None.

     3.12(v):     None.

     3.12(vi):    None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                      SECTION 3.13 (ENVIRONMENTAL MATTERS)

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

WOKR-TV

-------

          1.   4225 West Henrietta Road, Rochester,  New York. Various potential
               environmental   matters  as  described  in  the  entire  Phase  I
               Environmental Site Assessment-WOKR-TV  Studio-4225 West Henrietta
               Road, Rochester, New York (Dames & Moore, 5/28/98-ESA No. 20).

          2.   Pinnacle  Hill-State  Route  31),  Brighton,  New  York.  Various
               potential  environmental matters as described in the entire Phase
               I   Environmental    Site   Assessment-    WOKR-TV    Transmitter
               Site-Pinnacle Hill ( Dames & Moore, 5/28/98-ESA No. 21.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                        SECTION 3.14 (EMPLOYEE BENEFITS)

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

1.   Gannett has entered  into  certain  agreements  with key  employees  of the
     Station for severance,  retention and other closing  benefits which include
     new  benefits,  as well  as  acceleration  of  certain  existing  benefits.
     Pursuant to these agreements, employees will be paid agreed amounts in lieu
     of existing  obligations  under short-term  incentive plans,  individual TV
     managers'  long-term  incentive  plans, and Gannett's  1997-2000  Long-Term
     Incentive Plan, thereby fixing and accelerating existing  obligations.  The
     agreements  also  require  payment of certain  base  retention  bonuses and
     severance  payments  for  selected  employees.  See  Section  3.14.1 of the
     Disclosure  Schedule for a list of division agreements (other than division
     heads) and Section 3.14.2 of the Disclosure Schedule for a list of division
     head agreements relating to employees of the Station.

2.   Certain  agreements with various retired  employees may be accelerated upon
     Closing: John DiMatteo, John Hooper, Robert Morehead and Gilbert Lefkovich.

3.   Gannett has entered into several severance  agreements in the normal course
     of  business  which  include  periodic  severance  payments  and payment of
     medical and dental COBRA premiums.

4.   Gannett has an  arrangement  to pay a former  employee a monthly sum, until
     May 1999, outside the terms of any supplemental retirement plan.

5.   Gannett is in the process of amending certain summary plan descriptions for
     its  qualified  plans and welfare  benefit  plans.  Amendments to qualified
     plans need to be written  and filed  prior to  12/31/99  to comply with Tax
     Reform Act of 1997 and the Small Business Job Protection Act of 1996.

6.   The Guy Gannett Voluntary Investment Plan (401(k)) has recently had several
     small  operational   matters  which  have  been  corrected  and  documented
     according to the provisions of the IRS self-correction  program referred to
     as "APRSC."

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                        SECTION 3.14 (EMPLOYEE BENEFITS)

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

7.   The Guy Gannett Voluntary Investment Plan is currently involved in a random
     5500  audit by the IRS for the 1995 plan  year.  The  results of that audit
     cannot be predicted at this time.

8.   Gannett  has  agreed,  under the terms of a  severance  agreement  with one
     former  employee,  to pay to him  75% of an  individual  medical  insurance
     premium until March 2003.

9.   See Section 3.14.3 for list of employee  benefit plans,  Section 3.10.4 for
     list of material  employment,  consulting and similar  agreements,  Section
     3.10.6 for collective  bargaining agreements and Section 3.14.1, 3.14.2 and
     3.3 for agreements providing for payments upon a change of control.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

      SECTION 3.14.1 (NON-CORPORATE EMPLOYEES (OTHER THAN DIVISION HEADS))

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





-----------------------------------------------------------------------------------------------------------------------------------
                                                    DATE OF

DIVISION             PERSON                         AGREEMENT            RETENTION             SEVERANCE            COMMENTS

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                      
WOKR                 Vince Trippi                   04/28/98                 X                     X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 Kent Beckwith                  04/28/98                 X                     X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 Carol Nolan                    04/28/98                 X                     X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 Shelli Black                   05/18/98                 X                     X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 Chuck Samuels                  04/28/98                 X                     X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 John Gubiotti                  04/29/98                                       X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 Don Loy                        04/29/98                                       X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 Chris Potwin                   04/29/98                                       X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 Karen Feigel                   04/29/98                                       X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 Craig Heslor                   04/29/98                                       X

-----------------------------------------------------------------------------------------------------------------------------------
WOKR                 Charlotte Clark                04/29/98                                       X

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


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

      SECTION 3.14.2 (SEVERANCE AND RETENTION AGREEMENTS - DIVISION HEADS)

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





-----------------------------------------------------------------------------------------------------------------------------------
                                                           DATE OF

DIVISION             PERSON                                AGREEMENT           RETENTION             SEVERANCE           COMMENTS

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

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                           
WOKR                 Gary Neilsen                          06/19/98                 X                     X

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


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                               DISCLOSURE SCHEDULE

                SECTION 3.14.3 (EMPLOYEE BENEFIT PLANS/CONTRACTS)

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





-----------------------------------------------------------------------------------------------------------------------------------
                                             PLAN TYPE        FUNDING   CONTRACT TYPE      ERISA PLAN YEAR             RENEWAL DATE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
WOKR - TV Partners 401(k) Profit Sharing         401(k)         trust                      Jan. 1 - Dec. 31
-----------------------------------------------------------------------------------------------------------------------------------
              and Savings Plan - Plan #

-----------------------------------------------------------------------------------------------------------------------------------
                             Chase Bank                                 full service plan

-----------------------------------------------------------------------------------------------------------------------------------
                                                                          administration

-----------------------------------------------------------------------------------------------------------------------------------
         WOKR - TV Benefits Plan (#502)         welfare                                    Jan. 1 - Dec. 31
-----------------------------------------------------------------------------------------------------------------------------------
       Fingerlakes BlueCross BlueShield                      insurance  medical and dental                                    Jan. 1
-----------------------------------------------------------------------------------------------------------------------------------
                         Preferred Care                      insurance  medical                                               Jan. 1

-----------------------------------------------------------------------------------------------------------------------------------
                               Sun Life                      insurance  life/ad&d and LTD                                     Jul. 1
-----------------------------------------------------------------------------------------------------------------------------------
                                 Zurich                      insurance  STD (New York DBL)                                    Jan. 1
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
   WOKR - TV Pretax Premium Plan (#504)   Section 125 Plan                                 Jan. 1 - Dec. 31
-----------------------------------------------------------------------------------------------------------------------------------
          Empire Professional Services                            TPA   FSA administration                                    Jan. 1
-----------------------------------------------------------------------------------------------------------------------------------

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

------------------------------------------------------------------------------------------------------------------------------------
      WORKERS COMPENSATION - WOKR

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

------------------------------------------------------------------------------------------------------------------------------------
                          CARRIER                             FUNDING                         COVERED

                                                                                           PROPERTIES

------------------------------------------------------------------------------------------------------------------------------------
                 Commercial Union                             Insured                            KGAN                        (IA)

------------------------------------------------------------------------------------------------------------------------------------
                                                                                           WICS, WICD                        (IL)

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 WGGB                        (MA)

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 WTWC                        (FL)

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 WOKR                        (NY)

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

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


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                         SECTION 3.15 (LABOR RELATIONS)

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



     See Section 3.10.6 for list of labor organizations representing employees.

     3.15(i): None.

     3.15(ii): None.

     3.15(iii): None.

     3.15(iv): None.

     3.15(v) None.

     3.15(vi) None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                      SECTION 3.16 (INTELLECTUAL PROPERTY)

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


     See Section 3.16.1 for a list of call letters for the Station.

     3.16(i): None.

     3.16(ii):

     1.   The  tradename  for  "Newssource  13"  used by WOKR  has not yet  been
          transferred of record in the U.S. Patent & Trademark Office.

     3.16(iii): None.

     3.16(iv): None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                          SECTION 3.16.1 (CALL LETTERS)

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


     WOKR - TV             Rochester, New York

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                              SECTION 3.17 (TAXES)

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

                                      None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                      SECTION 3.19 (AFFILIATE TRANSACTIONS)

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


     See Section 3.7 of the  Disclosure  Schedule  concerning  the  Contribution
Agreement  with  respect to  Gannett's  transfer of the Maine Media  Business to
Newco.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

      SECTION 4.3 (ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS)

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


                                      None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                            SECTION 4.4 (LITIGATION)

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


                                      None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

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


     5.1(a)(i):   None.

     5.1(a)(ii):

     1.           Gannett  has the  right,  under a  contract  with KOZ inc,  to
                  provide on-line community publishing services in all of its TV
                  markets.  Gannett (as part of Maine Media Business)  presently
                  provides this service only in Maine.

     2.           Some combined  activities  between and among Gannett and Newco
                  may be suspended at or after the date of the sale of the Maine
                  Media Business.

     3.           Gannett will modify the Guy Gannett Group Life and Health Plan
                  (#501) to vest those Business  Employees and Corporate  Office
                  Employees  (1) who are  currently  retired  and covered by the
                  plan ("Current  Retirees") and (2) who are currently  employed
                  and  who   meet   the  age  and   service   requirements   for
                  post-retirement  coverage as of the Closing  Date  ("Qualified
                  Employees",  with the Current Retirees and Qualified Employees
                  sometimes   collectively   referred  to  as   "Retirees")   in
                  post-retirement  benefits  substantially  equivalent  to those
                  offered  by the plan as of the  Closing  Date.  The  Corporate
                  Office  Employees  eligible or deemed to be eligible for these
                  post-retirement  benefits are listed on Schedule 5.1.1 and the
                  Business Employees eligible for these post-retirement benefits
                  are listed on Schedule 5.1.2.

                  The percentage of premium paid by Current Retirees will remain
                  the same as the  percentage  that  they pay as of the  Closing
                  Date. Current Retirees and Qualified  Employees shall pay 100%
                  of  the  premium  for  post-retirement  medical  coverage  and
                  Gannett shall pay 100% of the life insurance  premium for such
                  Current Retirees and Qualified Employees.

                  Subject to the  provisions  of the existing  plans  concerning
                  premium sharing,  the cost of such insurance coverages will be
                  deemed to be the same as the cost for active  employees for so
                  long as the same benefit  options are available to both active
                  employees and Retirees. At any time

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

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


                  that active employees and Retirees are not covered by the same
                  health plan options, the cost to Retirees will be deemed to be
                  the  community  rate  for the  same  or  similar  coverage  as
                  determined  by the  insurance  provider  covering  the largest
                  number  of lives in the State of  Maine.  The Group  Companion
                  Plan  coverage  will at all  times be based  upon the  current
                  coverage  option and at rates  determined from time to time by
                  Blue Cross Blue Shield of Maine or its  successor and approved
                  by the State of Maine,  although the actual insurance  carrier
                  may change.

                  See  Section  3.7  of  the  Disclosure   Schedule   concerning
                  allocation of pension plan assets in Gannett's defined benefit
                  plan  between  Gannett and Newco,  and the transfer of certain
                  plan  assets  related to the Maine  Media  Business to Newco's
                  plan.

     4.           Under  a  contract  with  Cigna   (G-R200),   Cigna   provides
                  guaranteed   payments  to  retirees   under  the  Guy  Gannett
                  Retirement  Plan  with  respect  to  benefits   accrued  until
                  January, 1970. Gannett plans to cause the Cigna contract to be
                  modified to provide for the  transfer to the New Pension  Plan
                  that portion of the guaranteed payments that relate to current
                  and former Business Employees.

     5.1(a)(iii): None.

     5.           Gannett plans to donate  certain items relating to the Gannett
                  family to non-profit organizations.

     6.           See Section 3.7 of the  Disclosure  Schedule for a description
                  of the  contribution of the Maine Media Business to Newco, and
                  the related agreement  concerning certain shared assets, which
                  Gannett expects to enter into prior to Closing.

     5.1(a)(iv): 

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

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


     7.           Trustees  under  the  Guy  Gannett  Retirement  Plan  and  the
                  Voluntary  Investment  Plan and Trusts will resign and will be
                  replaced by an institutional trustee.

     8.           Gannett  expects to grant a premium  holiday,  and/or  provide
                  employees a lump sum refund relating to prior year overpayment
                  of health care premiums.

     5.1(a)(v):   None.

     5.1(a)(vi):  None.

     5.1(a)(vii): None.

     5.1(a)(viii):No consent of the Purchaser will be required for modification,
                  change,   renewal  or  extension  of  the  following  Material
                  Contracts,  on terms  consistent  with past  practices  of the
                  Business:

                  o    New Personal Service Contract with Pat Bilone (WOKR)

     5.1(a)(ix):  None.

     5.1(a)(x):   None.

     5.1(a)(xi):  None.

     5.1(a)(xii): None.

     5.1(a)(xiii): None.

     5.1(a)(xiv): None.

     5.1(a)(xv):  None.

     5.1(a)(xvi): None.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

               SECTION 5.2 (POST-CLOSING COVENANTS AND AGREEMENTS)

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

     5.2(a):      Employee Benefit Plans,  books and records to be available for
                  inspection without limit as to time relate to:

                  o        Guy Gannett Retirement Plan and Trust
                  o        WOKR-TV 401(k) Profit Sharing and Savings Plan

     5.2(b):      Corporate  Office  Employees are those  individuals  listed on
                  Section 5.2.1 of the  Disclosure  Schedule or any persons who,
                  at or  prior  to  Closing,  have  replaced  any of the  listed
                  individuals in their positions.

     5.2(d):      See Section 5.2.3 of the Disclosure Schedule.

     5.2(e):      Bargaining  agreement between Guy Gannett  Communications (the
                  "Company") and the Teamsters Local Union #791, affiliated with
                  the International Brotherhood of Teamsters (the "Union").

     5.2(f):      Don Alhart  (WOKR) has a  supplemental  retirement  plan.  The
                  accrued  liability  therefor  will  be  included  in  the  Net
                  Financial Assets calculation.

     5.2(i)       See Section 5.2.2 of the Disclosure Schedule.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

       SECTION 5.2.1 - LIST OF NAMES OF CURRENT CORPORATE OFFICE EMPLOYEES

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





--------------------------------------------------------------------------------------
NAME                          TITLE

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

Agler, Nancy                  Assistant to the CEO

--------------------------------------------------------------------------------------
Andrews, Tina                 Corporate Accounting Manager

--------------------------------------------------------------------------------------
Arnold, LuAnn                 Accounting Assistant (Corporate Payroll)

--------------------------------------------------------------------------------------
Baker, James                  CFO

--------------------------------------------------------------------------------------
Begert, Jane                  VP Human Resources

--------------------------------------------------------------------------------------
Bock, Michael                 VP Television

--------------------------------------------------------------------------------------
Bois, Suzette                 Corporate Accounting Manager

--------------------------------------------------------------------------------------
Buckley, Barbara              Receptionist

--------------------------------------------------------------------------------------
Burfeind, David               VP Planning and Development

--------------------------------------------------------------------------------------
Clark, Carolyn                Benefits Director

--------------------------------------------------------------------------------------
Corson, Madeleine             Chairman of the Board

--------------------------------------------------------------------------------------
Foster, Karen                 Benefits Assistant

--------------------------------------------------------------------------------------
Flaherty, Patricia            Assistant to CFO

--------------------------------------------------------------------------------------
Gannett, John                 Vice President

--------------------------------------------------------------------------------------
Gray, Andrea                  Assistant to VP Television/VP Planning and Development

--------------------------------------------------------------------------------------
Jabine, William               Corporate Accountant

--------------------------------------------------------------------------------------
Kelly, Maryann                Director of Labor Relations

--------------------------------------------------------------------------------------
Logan, Joyce                  Assistant  to  VP  Human   Resources/Director  of  Labor
                              Relations/Communications Director

--------------------------------------------------------------------------------------
Lee, Janet                    Assistant to CTO (resigned 09/04/98)

--------------------------------------------------------------------------------------
Mahoney, Deborah              Benefits Manager

--------------------------------------------------------------------------------------
Normantas, Vitas              Directors of Health and Safety

--------------------------------------------------------------------------------------
O'Meara, Edward               Communications Director

--------------------------------------------------------------------------------------
Rand, Cynthia                 Benefits Assistant

--------------------------------------------------------------------------------------
Reardon, Gene                 Corporate Controller

--------------------------------------------------------------------------------------
Reighley, Bridget             Assistant to Heath and Safety Director

--------------------------------------------------------------------------------------
Shaffer, James                CEO

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


<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

             SECTION 6.4 (MATERIAL CONSENTS REQUIRED AS A CONDITION

             ------------------------------------------------------
                     OF THE PURCHASER'S OBLIGATION TO CLOSE)

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

     1.   The Affiliation  Agreements listed on Section 3.10.1 of the Disclosure
          Schedule.

     2.   Obtaining of the following  consent will not be a condition of Closing
          if Gannett has  obtained,  prior to Closing,  alternatives  reasonably
          acceptable  to  Purchaser  and on  terms  not  materially  adverse  to
          Purchaser as reasonably determined by Purchaser:

          A.   Intermedia   (EMI   Communications)   dated  03/26/98  for  video
               service/tower lease for WOKR.

     None of the leases  described in this  Section 3 are for main studio,  main
     tower or main transmission sites.

<PAGE>

                            THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

             SECTION 7.4 (MATERIAL CONSENTS REQUIRED AS A CONDITION

             ------------------------------------------------------
                        OF SELLER'S OBLIGATION TO CLOSE)

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

                                      None.

<PAGE>

                           THE ACKERLEY GROUP, INC.
                            ASSET PURCHASE AGREEMENT

                              DISCLOSURE SCHEDULE

                                    SECTION 9

                                    ---------
          (CLOSING STATEMENT DIFFERENCES AND INCONSISTENCIES WITH GAAP)

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

     1.   The Closing  Statement may not include any assets or liabilities  that
          may result from a settlement  in the future with ASCAP  regarding  the
          dispute  with  the TV  Music  License  Committee  on new  fees and the
          license agreement.

     2.   The Closing  Statement  will not be in accordance  with GAAP and/or be
          consistent  with the basis used in  preparing  the  Gannett  Unaudited
          Financial Statements as of, and for the year ended,  December 27, 1997
          in the following ways.

          (a)  The Closing  Statement will not include any financial  statements
               or footnotes required under GAAP.

          (b)  The Closing Statement will not include any accruals for severance
               for employees terminated after the Closing.

          (c)  See  Section  3.5  of the  Disclosure  Schedule  of  the  Gannett
               Purchase  Agreement  for  other  non-conformities  with  GAAP and
               inconsistencies with prior practices.

Source: OneCLE Business Contracts.