TABLE OF CONTENTS
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SECTION 1.       CERTAIN DEFINITIONS...........................................1
            1.1  Terms Defined in this Section.................................1
            1.2  Terms Defined Elsewhere in this Agreement.....................7
            1.3  Rules of Construction.........................................8

SECTION 2.       PURCHASE AND SALE OF ASSETS; ASSET VALUE......................8
            2.1  Purchase and Sale.............................................8
            2.2  Excluded Assets...............................................9
            2.3  Purchase Price Deposit and Escrow Agreement..................10
            2.4  Purchase Price; Allocation...................................11
            2.5  Prorations and Adjustments...................................11
            2.6  Payment of Purchase Price and Prorations and
                           Adjustments........................................14
            2.7  Assumption of Liabilities and Obligations....................15

SECTION 3.       REPRESENTATIONS AND WARRANTIES OF SELLER.....................16
            3.1  Organization and Authority of Seller.........................16
            3.2  Authorization and Binding Obligation.........................17
            3.3  Absence of Conflicting Agreements; Consents..................17
            3.4  Governmental Licenses........................................18
            3.5  Real Property................................................18
            3.6  Tangible Personal Property...................................21
            3.7  Assumed Contracts............................................21
            3.8  Intangibles..................................................22
            3.9  Financial Information........................................23
            3.10 Taxes and Tax Returns........................................23
            3.11 Insurance....................................................23
            3.12 Reports......................................................23
            3.13 Personnel....................................................24
            3.14 Claims and Legal Actions.....................................24
            3.15 Compliance with Laws.........................................25
            3.16 Conduct of Business in Ordinary Course.......................25
            3.17 Environmental................................................25
            3.18 Brokers......................................................26
            3.19 Transactions With Affiliates.................................26
            3.20 Assets.......................................................27
            3.21 Employee Benefits............................................27

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            3.22 Disclosure...................................................27
            3.23 Knowledge....................................................28

SECTION 4.       REPRESENTATIONS AND WARRANTIES OF BUYER......................28
            4.1  Organization, Standing and Authority.........................28
            4.2  Authorization and Binding Obligation.........................28
            4.3  Absence of Conflicting Agreements and Required
                           Consents...........................................28
            4.4  Buyer Qualifications.........................................29
            4.5  Brokers......................................................29
            4.6  Disclosure...................................................29

SECTION 5.       OPERATIONS OF THE STATION PRIOR TO CLOSING...................29
            5.1  Contracts....................................................29
            5.2  Dispositions.................................................30
            5.3  Encumbrances.................................................30
            5.4  Access to Information........................................31
            5.5  Insurance....................................................31
            5.6  Compensation.................................................31
            5.7  Financial Information........................................31
            5.8  Transactions with Affiliates.................................32
            5.9  Collective Bargaining........................................32
            5.10 Maintenance of Assets........................................32
            5.11 Operating Budget.............................................32
            5.12 Incurrence of Additional Indebtedness........................32

SECTION 6.       SPECIAL COVENANTS AND AGREEMENTS.............................32
            6.1  FCC Consent..................................................32
            6.2  HSR Act Filing...............................................33
            6.3  Confidentiality..............................................34
            6.4  Cooperation..................................................35
            6.5  Control of the Station.......................................35
            6.6  Accounts Receivable..........................................36
            6.7  Access to Books and Records..................................38
            6.8  Employee Matters.............................................38
            6.9  Cure.........................................................40
            6.10 Other Acquisitions...........................................40
            6.11 Interruption of Broadcast Transmission.......................41
            6.12 Ownership Interests in Seller................................42
            6.13 Estoppel Certificate.........................................42
            6.14 FCC Applications.............................................42
          
          


                                     - ii -

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            6.15 Executed Copies of the Assumed Contracts.....................42
            6.16 Representation Agreement.....................................42


SECTION 7.       CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER
                 .............................................................44
            7.1  Conditions to Obligations of Buyer...........................44
            7.2  Conditions to Obligations of Seller..........................45

SECTION 8.       CLOSING AND CLOSING DELIVERIES...............................46
            8.1  Closing......................................................46
            8.2  Deliveries by Seller.........................................47
            8.3  Deliveries by Buyer..........................................49

SECTION 9.       TERMINATION..................................................50
            9.1  Termination of Agreement.....................................50
            9.2  Procedure and Effect of Termination..........................50
            9.3  Attorneys' Fees..............................................53

SECTION 10.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                 INDEMNIFICATION; CERTAIN REMEDIES............................53
            10.1 Survival.....................................................53
            10.2 Indemnification by Seller....................................54
            10.3 Indemnification by Buyer.....................................57
            10.4 Procedure for Indemnification................................58
            10.5 Investigation................................................60

SECTION 11.      MISCELLANEOUS................................................60
            11.1 Fees and Expenses............................................60
            11.2 Notices......................................................60
            11.3 Benefit and Binding Effect...................................61
            11.4 Further Assurances...........................................62
            11.5 GOVERNING LAW................................................62
            11.6 Entire Agreement.............................................62
            11.7 Waiver of Compliance; Consents...............................63
            11.8 Counterparts.................................................63
            11.9 Severability.................................................63


                                    - iii -
<PAGE>


                                    Exhibits
                                    --------

Exhibit 1.1             Indemnification Fund Agreement
Exhibit 2.3(b)          Escrow Agreement
Exhibit 8.2(f)          Opinion of Counsel to Seller
Exhibit 8.2(i)          Assignment and Assumption Agreement
Exhibit 8.2(k)          Non-Competition Agreement
Exhibit 8.3(e)          Opinion of Counsel to Buyer



                                    Schedules
                                    ---------

Schedule 1.1            Definition of Broadcast Cash Flow
Schedule 2.2(g)         Excluded Contracts
Schedule 2.2(j)         Additional Excluded Assets
Schedule 3.3            Absence of Conflicting Agreements; Consents
Schedule 3.4            Governmental Licenses
Schedule 3.5            Real Property
Schedule 3.6            Tangible Personal Property
Schedule 3.7            Contracts
Schedule 3.7A           Certain Agreements
Schedule 3.8            Intangibles
Schedule 3.9            Financial Statements
Schedule 3.10           Taxes and Tax Returns
Schedule 3.11           Insurance
Schedule 3.13           Personnel
Schedule 3.14           Claims and Legal Actions
Schedule 3.16           Conduct of Business in Ordinary Course
Schedule 3.17           Environmental
Schedule 3.19           Transactions with Affiliates
Schedule 3.21           Employee Benefits
Schedule 4.3            Absence of Conflicting Agreements; Consents
Schedule 5.6            Employee Raises
Schedule 8.2(k)         Persons executing Non-Competition Agreements

                                     - iv -
<PAGE>



                            ASSET PURCHASE AGREEMENT


         This Asset  Purchase  Agreement is dated as of January 31, 1997, by and
between  Channel 21, L.P., a Nevada limited  partnership  ("Seller"),  and KUPN,
Inc., a Maryland corporation("Buyer").

                                R E C I T A L S:
                                ----------------

         A. Seller owns and  operates  Television  Station  KUPN-TV,  Las Vegas,
Nevada (the "Station").

         B. Seller desires to sell, and Buyer desires to purchase, substantially
all of the assets of the Station,  on the terms and conditions  hereinafter  set
forth.

                              A G R E E M E N T S:
                              --------------------

         In consideration of the above recitals and of the mutual agreements and
covenants contained in this Agreement, the parties to this Agreement,  intending
to be bound legally, agree as follows:

SECTION 1.       CERTAIN DEFINITIONS

         1.1    Terms Defined in this Section.  The following  terms, as used in
this Agreement, have the meanings set forth in this Section:

         "Accounts Receivable" means the rights of Seller as of the Closing Date
to payment for the sale of advertising  time and other goods and services by the
Station prior to the Closing Date.

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

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                                      - 2 -


         "Assets" means the assets to be  transferred  or otherwise  conveyed by
Seller to Buyer under this Agreement, as specified in Section .

         "Assumed  Contracts"  means (a) all Contracts  listed in Schedules 3.5,
3.7 and 3.7A and all  Contracts  of the type  described  in Sections 3.5 and 3.7
that are not required to be listed thereon  pursuant to the exceptions set forth
in such Sections;  (b) contracts  entered into with  advertisers for the sale of
advertising  time or  production  services  for cash in the  ordinary  course of
business;  (c) any  Contracts  entered  into by Seller  between the date of this
Agreement  and the Closing Date that Buyer agrees in writing to assume;  and (d)
other  contracts  entered into by Seller  between the date of this Agreement and
the Closing Date in compliance with Section 5.2; provided that Assumed Contracts
shall in no event include Excluded Contracts.

         "Broadcast Cash Flow" has the meaning set forth in Schedule 1.1.

         "Business  Day" means any day other than a  Saturday,  Sunday,  federal
holiday or day on which banking  institutions in New York City are authorized or
obligated by law or executive order to be closed.

         "Closing"  means the  consummation  of the sale and  acquisition of the
Assets, and assumption of the Assumed Liabilities, pursuant to this Agreement in
accordance with the provisions of Section .

         "Closing  Date"  means  the  date  on  which  the  Closing  occurs,  as
determined pursuant to Section .

         "Closing Date Estimated  Accounts  Receivable" means an amount equal to
the Seller's good faith estimate of Accounts  Receivable as of the Closing Date,
which  have been  outstanding  for no more  than 120  days,  as set forth in the
certificate of Seller delivered to Buyer five (5) days before the Closing Date.

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

<PAGE>
                                      - 3 -

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

         "Consents"  means the  consents,  permits,  or approvals of  government
authorities and other third parties  necessary to lawfully and validly  transfer
the Assets to Buyer, to maintain the validity and effectiveness (and prevent any
default  or  violation  of the terms  thereof)  of the  Contracts  and  Licenses
(including, without limitation, the FCC Licenses) to be transferred to Buyer, or
otherwise to consummate the transactions contemplated by this Agreement.

         "Contracts" means all contracts, leases,  non-governmental licenses and
other agreements  (including leases for personal or real property and employment
agreements),  written or oral (including any amendments and other  modifications
thereto) of Seller or to which Seller is a party or that are binding upon Seller
and that  relate to or affect the Assets or the  business or  operations  of the
Station,  and (a) that are in effect on the date of this  Agreement  or (b) that
are entered into by Seller  between the date of this  Agreement  and the Closing
Date,  but  excluding  any  Contracts  that  terminate  between the date of this
Agreement and the Closing Date.

         "Effective  Time"  means  12:01 a.m.  Las Vegas,  Nevada  time,  on the
Closing Date.

         "Employee Plan" means any retirement,  severance,  medical, disability,
life insurance or any other employee  benefit plan as defined in Section 3(3) of
ERISA to which either of the Seller or any entity  related to Seller  (under the
terms  of  Sections  414  (b) or (c) of the  Code)  contributes  (or  previously
contributed  and with  respect  to which  Seller  could  still  have  direct  or
contingent  liability)  or which  either of the Seller or any entity  related to
Seller  (under  the terms of  Sections  414 (b) or (c)of the Code)  sponsors  or
maintains  (or  previously  sponsored  or  maintained  and with respect to which
Seller could still have direct or contingent liability).

<PAGE>
                                      - 4 -


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

         "ERISA  Affiliate"  means any Person that,  together  with Seller,  is,
would be, or was at any time treated as a single  employer  under Section 414 of
the Code or Section 4001 of ERISA.

         "Escrow Agent" means First Union National Bank of North Carolina.

         "Escrow Amount" means the sum of the Subsequent  Escrow  Deposits,  and
all interest and earnings accrued thereon.

         "FCC" means the Federal Communications Commission.

         "FCC  Consent"  means  actions by the FCC  granting  its consent to the
assignment  of the FCC Licenses by the Seller to Buyer or, if the Buyer  assigns
its rights as assignee of the FCC Licenses to the License  Assignee  pursuant to
Section 11.3 of this  Agreement,  the License  Assignee as  contemplated by this
Agreement.

         "FCC Licenses" means those licenses,  permits and authorizations issued
by the FCC to the Seller in connection  with the business and  operations of the
Station  (together  with any renewals,  extensions,  modifications  or additions
thereto between the date of this Agreement and the Closing Date).

         "Final Order" means an action or order by the FCC (a) that has not been
reversed,  stayed,  enjoined,  set aside,  annulled or  suspended,  and (b) with
respect to which (i) no requests have been filed for  administrative or judicial
review,  reconsideration,  appeal or stay and the FCC has not initiated a review
of such action or order on its own motion and the periods provided by statute or
FCC  regulations  for filing any such  requests and for the FCC to set aside the
action  on its  own  motion  have  expired,  or  (ii) in the  event  of  review,
reconsideration or appeal, the period provided by statute or FCC regulations for
further review, reconsideration or appeal has expired.

<PAGE>
                                      -5-

         "HSR Act" means the  Hart-Scott-Rodino  Antitrust  Improvements  Act of
1976, as amended.

         "Indemnification  Amount" means the sum of the current  Indemnification
Deposit and all interest or earnings accrued thereon.

         "Indemnification  Deposit" means the Initial Deposit and the Additional
Indemnification Amount Deposit.

         "Indemnification   Fund  Agreement"  means  the  Indemnification   Fund
Agreement  among Buyer,  Seller and First Union  National Bank of North Carolina
("Indemnification  Escrow Agent"),  substantially in the form attached hereto as
Exhibit  1.1,  in  accordance  with which the  Indemnification  Deposit  will be
deposited with the  Indemnification  Escrow Agent in order to provide a fund for
the (a) payment of any claims for which Buyer may be entitled to indemnification
as  provided  in Section 10 hereof or (b)  payment of any  amounts  pursuant  to
Section 2.6(b)(2) hereof, if any.

         "Initial  Deposit"  means Three Million  Dollars  ($3,000,000)  less an
amount  equal to the lesser of (a) One Million  Five  Hundred  Thousand  Dollars
($1,500,000) or (b) the Closing Date Estimated Accounts Receivable.

         "Intangibles" means all copyrights,  trademarks,  trade names,  service
marks,  service  names,  licenses,   patents,  permits,   jingles,   proprietary
information,  technical  information  and data, and other similar  intangible or
intellectual property rights and interests (and any goodwill associated with the
Station or any of the foregoing)  applied for,  issued to, or owned by Seller or
under which Seller is licensed or franchised or in which Seller has any interest
and that are used or useful  in the  business  and  operations  of the  Station,
together with any additions  thereto  between the date of this Agreement and the
Closing Date.

         "Lease" means the lease dated 1993 between  Private Trust 204 and Frank
E. Scott, Trustee, and Lambert Television, Inc. and any amendments thereto.

<PAGE>
                                      -6-

         "License Assignee" means KUPN Licensee,  Inc., a Maryland  corporation,
which will be a wholly owned subsidiary of Buyer.

         "Licenses" means all licenses, permits,  construction permits and other
authorizations  issued  by the  FCC  (including,  without  limitation,  the  FCC
Licenses), the Federal Aviation  Administration,  or any other federal, state or
local  governmental  authorities  to Seller,  currently in effect or pending and
used or useful in  connection  with the conduct of the business or operations of
the  Station,  together  with any  additions  thereto  between  the date of this
Agreement and the Closing Date.

         "Management  Arrangement"  means any time  brokerage  agreement,  local
marketing  agreement  or  other  arrangement  providing  for  the  provision  of
management services,  television  programming or assets related to the provision
of television  broadcasting  in exchange for payments and/or the right to charge
others for the  provision  of  advertising  or other  services or products  with
respect to any broadcast  television  station,  the  Designated  Market Area (as
defined by Nielsen Media Research("DMA")) of which is the same as the DMA of the
Station.

         "Operating Budget" means the operating budget of the Station for fiscal
year 1997 previously furnished by Seller to Buyer.

         "Option" means option to purchase the assets of or ownership  interests
in any Person  owning a broadcast  television  station,  the DMA of which is the
same as the DMA of the Station.

         "Permitted  Liens"  means (a) liens for taxes not yet due and  payable;
(b) landlord's liens; (c) liens for property taxes not delinquent; (d) statutory
liens that were created in the ordinary course of business;  (e) restrictions or
rights required to be granted to governmental  authorities or otherwise  imposed
by  governmental  authorities  under  applicable law; (f) zoning,  building,  or
similar  restrictions  relating  to or  affecting  property;  (g) all matters of
record as of the date hereof, and, including,  without limitation, those matters
disclosed in Schedule 3.5 as "continuing" and including  leasehold  interests in
real  property  owned by others and operating  leases for personal 

<PAGE>
                                       -7-

property  and leased  interests  in property  leased to others;  (h)(1) liens or
encumbrances on the Real Property, currently of record as of the date hereof and
(2) other liens or encumbrances on the Real Property, in either case that do not
materially  affect the current use and enjoyment thereof in the operation of the
Assets;   and  (i)   the   Assumed   Liabilities   (as   hereinafter   defined).
Notwithstanding  the  foregoing,  "Permitted  Liens" shall not include  Liens on
Assets that secure  amounts owed by Seller or its partners to its  creditors for
indebtedness for borrowed money which shall be discharged at or before Closing.

         "Person" means an individual,  corporation,  association,  partnership,
joint venture,  trust,  estate,  limited  liability  company,  limited liability
partnership, or other entity or organization.

         "Purchase  Price  Deposit"  means  the  amount  paid by Buyer to Seller
pursuant to Section 2.3(a) of this Agreement,  plus interest thereon, accrued on
such  amount at a rate of  interest  equal to 7% per annum from the date of each
deposit of such amounts pursuant to Section 2.3 hereof until the Closing Date or
until the date of return of such amounts to Buyer,  as the case may be; provided
that from and after the date of  termination  of this  Agreement  as a result of
which Buyer  becomes  entitled to a return of the Purchase  Price  Deposit,  the
interest  accruing  thereon  shall equal nine percent  (9%) per annum;  provided
further  however,  that Seller shall have the right by  delivering  the Purchase
Price Deposit (plus  interest  accrued  thereon to the date of delivery) into an
escrow to be established pursuant to an escrow agreement  substantially  similar
to the Escrow  Agreement  attached  hereto as  Exhibit  2.3(b),  in which  event
interest on the Purchase Price Deposit at the rates  specified above shall cease
to accrue  and the  amount in  escrow  (principal  and  interest)  shall  accrue
interest in accordance  with the terms and  provisions of such escrow  agreement
and will be paid in accordance  with the terms of this Agreement and such escrow
agreement; and provided,  further, that Seller and Buyer shall negotiate in good
faith to establish any  subsequent  escrow  agreement  and,  failing  agreement,

<PAGE>
                                      -8-


Seller  shall have the right to deposit  such amount  with a court of  competent
jurisdiction  and interest on the Purchase  Price  Deposit shall cease upon such
deposit.

         "Real  Property"  means (a) all fee estates in real  property,  and all
buildings and other improvements thereon, owned, leased or held by Seller or its
General  Partner  that are used or useful in the business or  operations  of the
Station;  and (b) leases of any real property  under which Seller or its General
Partner is the lessor,  together with any additions  thereto between the date of
this Agreement and the Closing Date.

         "Required  Consents" means such Consents as listed in Schedule 3.3 that
are designated with a double asterisk.

         "Tangible  Personal  Property" means all machinery,  equipment,  tools,
vehicles,  furniture,  office equipment, plant, inventory, spare parts and other
tangible personal property owned or held by Seller that is used or useful in the
conduct  of the  business  or  operations  of the  Station,  together  with  any
additions thereto between the date of this Agreement and the Closing Date.

         "Tax"  means  any  federal,  state,  local  or  foreign  income,  gross
receipts,  windfall  profits,  severance,   property,  production,  sales,  use,
license, excise, franchise, capital, transfer, employment,  withholding or other
tax or  governmental  assessment,  together  with  any  interest,  additions  or
penalties with respect  thereto and any interest in respect of such additions or
penalties.

         "Tax Return" means any tax return,  declaration  of estimated  tax, tax
report or other  tax  statement,  or any other  similar  filing  required  to be
submitted by Seller relating to the Station to any  governmental  authority with
respect to any Tax.

         1.2    Terms  Defined  Elsewhere  in this  Agreement.  For  purposes of
this Agreement,  the following terms have the meanings set forth in the sections
indicated:

<PAGE>
                                      -9-

Term                                Section
----                                -------

Additional Indemnification
 Amount Deposit                     Section 6.6  (b)
Ancillary Documents                 Section 8.3
Assumed Employees                   Section 6.8  (a)
Assumed Liabilities                 Section 2.7
Buyer                               Preamble
Claimant                            Section 10.4 (a)
Collection Period                   Section 6.6  (a)
DOJ                                 Section 6.2
Employees                           Section 3.13 (a)
Escrow Agreement                    Section 2.3  (b)
Estimated Purchase Price            Section 2.4
Environmental Laws                  Section 3.17
Excluded Assets                     Section 2.2
Excluded Contracts                  Section 2.2 (g)
Financial Statements                Section 3.9
FTC                                 Section 6.2
General Partner                     Section 3.1(b)
Hazardous Substance                 Section 3.17
Indemnification Escrow Agent        Section 1.1
Indemnifying Party                  Section 10.4 (a)
Liens                               Section 2.1
Purchase Price                      Section 2.4
Seller                              Preamble
Settled Claim                       Section 10.4 (b)
Station                             Recitals
Subsequent Escrow Deposits          Section 2.3 (b) (1)

         1.3  Rules of Construction.  Except as specifically  otherwise provided
in this Agreement in a particular instance,  a reference to a Section,  Schedule
or  Exhibit  is a  reference  to a Section of this  Agreement  or a Schedule  or
Exhibit hereto, and the terms "hereof,"  "herein," and other like terms refer to
this  Agreement  as a  whole,  including  the  Schedules  and  Exhibits  to this
Agreement,  and  not  solely  to any  particular  part of  this  Agreement.  The
descriptive headings in this Agreement are inserted for convenience of reference
only  and  are  not  intended 

<PAGE>
                                      -10-

to be part of or to affect the meaning or interpretation of this Agreement.

SECTION 2.       PURCHASE AND SALE OF ASSETS; ASSET VALUE

         2.1  Purchase and Sale.  Subject to the terms and  conditions set forth
in this Agreement,  Seller hereby agrees to transfer, convey, assign and deliver
to Buyer on the  Closing  Date,  and Buyer  agrees to  acquire,  all of Seller's
right,  title and interest in the tangible and intangible  assets used or useful
in  connection  with the conduct of the business or  operations  of the Station,
together with any additions  thereto  between the date of this Agreement and the
Closing  Date,  but  excluding  assets  disposed  of  between  the  date of this
Agreement and the Closing Date in the ordinary  course of business in accordance
with the provisions of this  Agreement and the assets  described in Section 2.2,
free and clear of any claims, liabilities, security interests, mortgages, liens,
pledges,   conditions,   charges,  or  encumbrances  of  any  nature  whatsoever
(collectively,   "Liens")  (except  for  Permitted  Liens),  including,  without
limitation, the following:

           (a) the Tangible Personal Property;

           (b) the Real Property;

           (c) the Licenses  (subject to Buyer's  right to have the FCC Licenses
assigned directly to the License Assignee);

           (d) the Assumed Contracts;

           (e) the Intangibles;

           (f) all of Seller's proprietary  information,  technical  information
and data,  maps,  computer  discs and tapes,  plans,  diagrams,  blueprints  and
schematics,  including  filings  with  the FCC,  relating  to the  business  and
operations of the Station;

           (g) all books and records of Seller  relating  solely to the business
or operations of the Station, including executed

<PAGE>
                                      -11-

copies of the Assumed Contracts,  and all records required by the FCC to be kept
by the Station,  other than account  books of original  entry and such files and
records that are maintained at the corporate offices of Seller's general partner
for tax and accounting purposes;

           (h) all deposits and prepaid expenses of Seller with respect to items
that are prorated in favor of Seller pursuant to Section 2.5 below; and

           (i) all other assets of Seller not constituting Excluded Assets.

     2.2   Excluded Assets.  Notwithstanding  anything  in this Agreement to the
contrary,  the  Assets  shall  not  include  the  following  (collectively,  the
"Excluded Assets"):

           (a) all cash, cash equivalents and cash items of any kind whatsoever,
certificates of deposit, money market instruments,  bank balances, and rights in
and to bank  accounts,  Treasury  bills  and  marketable  securities  and  other
securities of Seller;

           (b) any  contracts of insurance  and  insurance  plans and the assets
thereof,  promissory notes, amounts currently due from employees, bonds, letters
of  credit,  certificates  of  deposit,  or other  similar  items,  and any cash
surrender value in regard thereto;

           (c)  except as  otherwise  provided  in  Section  6.8,  any  pension,
profit-sharing,  retirement,  bonus,  stock purchase,  savings plans and trusts,
401(k) plans,  health  insurance  plans  (including  any insurance  contracts or
policies related  thereto),  and the assets thereof and any rights thereto,  and
all other plans,  agreements or  understandings  to provide employee benefits of
any kind for employees of Seller;

           (d)  Accounts  Receivable  and any other  receivables  of any  nature
whatsoever due to Seller; 
<PAGE>
                                      -12-

           (e)  tangible  personal  property  disposed  of or  consumed  in  the
ordinary  course of operation of the Station by Seller  between the date of this
Agreement and the Closing Date;

           (f) claims of Seller with respect to transactions attributable to the
operations  of  the  Station  prior  to the  Closing  Date,  including,  without
limitation,  rights and interests of Seller in and to any claims for tax refunds
(including,  but not limited to, federal,  state or local  franchise,  income or
other taxes) and causes of action and claims of Seller under  contracts and with
respect to other  transactions  with  respect to events  occurring  prior to the
Closing  Date and all claims for other  refunds or return of monies  relating to
the operations of the Station prior to the Closing Date;

           (g) Contracts that are not Assumed Contracts,  including those listed
in Schedule 2.2(g) (the "Excluded Contracts");

           (h)  Seller's  partnership  records and other books and records  that
pertain to internal  partnership matters of Seller and Seller's account books of
original  entry  with  respect to the  Station,  and any other  Assets,  and all
original accounts,  checks,  payment records,  tax records  (including  payroll,
unemployment,  real  estate  and other tax  records)  and other  similar  books,
records and information of Seller relating to Seller's operation of the business
of the Station and any other Assets prior to Closing;

           (i) the deposits  and prepaid  expenses of Seller with respect to the
items  that are not  subject to  adjustment  under  Section  2.5 hereof and with
respect to which Seller  remains  solely liable  pursuant to Section 2.5 hereof;
and

           (j) Seller's interests in the assets described in

Schedule 2.2(j).


         Notwithstanding  anything to the contrary set forth in this  Agreement,
no  representations,  warranties  or  covenants  are made  with  respect  to the
Excluded Assets.
<PAGE>
                                      -13-

         2.3  Purchase Price Deposit and Escrow Agreement.
              -------------------------------------------

           (a)  Concurrently  with the execution and delivery of this Agreement,
Buyer shall pay to Seller Five Million Dollars ($5,000,000) (the "Purchase Price
Deposit") by federal wire transfer of same-day  funds  pursuant to wire transfer
instructions  which instructions have been delivered by Seller to Buyer prior to
the date hereof. The Purchase Price Deposit shall be credited against the amount
to be paid by Buyer to Seller at Closing as set forth in Section 2.6 hereof.

           (b)  Pursuant to the terms and  conditions  of the Escrow  Agreement,
substantially  in the  form of  Exhibit  2.3(b)  attached  hereto  (the  "Escrow
Agreement"),   executed  by  and  among  Buyer,  Seller  and  the  Escrow  Agent
concurrently with the execution and delivery of this Agreement:

               (1) On the  expiration  of each full 45 day period after the date
of this Agreement, subject to Section 2.3(c) below, Buyer shall deposit with the
Escrow  Agent by federal  wire  transfer of same-day  funds Two Million  Dollars
($2,000,000) (collectively, the "Subsequent Escrow Deposits"); and

               (2) At the Closing, Buyer and Seller shall cause the Escrow Agent
to pay the Escrow  Amount  over to Seller as a credit  against  the amount to be
paid by Buyer to Seller at the Closing as set forth in Section 2.6 hereof.

           (c) Notwithstanding  anything in this Agreement to the contrary,  the
aggregate  of all  amounts  required  to be paid or  deposited  pursuant to this
Section 2.3 shall not exceed Fifteen Million Dollars ($15,000,000). In the event
of a termination  of this  Agreement,  the Purchase Price Deposit and the Escrow
Amount shall be paid in accordance with Section 9.2 hereof.

         2.4   Purchase Price;  Allocation.   The  purchase price for the Assets
shall be Eighty-seven  Million Dollars  ($87,000,000)  (the "Estimated  Purchase
Price"),  which sum shall be subject to upward or  downward  adjustment,  as the
case may be, on and after the

<PAGE>
                                      -14-

Closing Date pursuant to Section 2.5(a) below (the  Estimated  Purchase Price as
so adjusted, the "Purchase Price").

         2.5  Prorations and Adjustments.
              --------------------------

           (a) Prorations and Adjustments. The Estimated Purchase Price shall be
increased or decreased as required to  effectuate  the proration of revenues and
expenses as provided for herein.  All revenues and all expenses arising from the
operation of the Station,  including  tower  rental,  business and license fees,
utility charges, real and 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,  accrued  vacation  pay,  commissions,  music license fees and similar
prepaid  and  deferred  items,  shall be  prorated  between  Buyer and Seller in
accordance  with the principle  that Seller shall receive all revenues and shall
be  responsible  for  all  expenses,  costs  and  liabilities  allocable  to the
operations  of the Station in  accordance  with  generally  accepted  accounting
principles  consistently applied for the period prior to the Effective Time, and
Buyer shall  receive all revenues  and shall be  responsible  for all  expenses,
costs and obligations  allocable to the operations of the Station for the period
after the  Effective  Time in  accordance  with  generally  accepted  accounting
principles consistently applied, subject to the following:

               (1) There shall be no  adjustment  for,  and Seller  shall remain
solely liable with respect to, any Excluded  Contracts and any other  obligation
or liability not being assumed by Buyer in accordance with Section 2.7.

               (2) No adjustment  or proration  shall be made in favor of Seller
or Buyer for the amount,  if any, by which the value of the goods or services to
be  received  by the  Station  under its trade or  barter  agreements  as of the
Effective  Time  exceeds,  or is less than,  the value of any  advertising  time
remaining to be run by the Station as of the Effective Time; provided,  however,
that there shall be a decrease in the

<PAGE>
                                      -15-

Estimated  Purchase Price if and to the extent that the aggregate  value of such
advertising  time  exceeds  the  value of such  goods or  services  by more than
$25,000.

               (3) There shall also be no  adjustment  or proration  for program
barter.  There shall be no adjustment or proration of the payments due under the
film or programming  license  agreements  except as expressly  specified in this
Section 2.5(a)(3). Except as set forth herein for the month in which the Closing
occurs,  Seller  shall  be  responsible  for  filing  and  paying  all  film  or
programming license fees due and payable as of the Effective Time; provided that
for the month in which the Closing occurs, such obligations for such month shall
be  allocated  on a  pro-rata  basis  based on the day of the month in which the
Closing  occurs.  Deposits for film and  programming  agreements  shall be fully
credited to the Seller; provided, however, that on the Closing Date, such credit
will be reduced on a  pro-rated  basis  based on the length of the term that the
film or program was  available  to be aired on the Station  prior to Closing and
the total length of the term that the film or program is available to air on the
Station.

               (4) There shall be no  adjustment or proration for sick days with
respect to which no cash  payment is or may be due to any  employee or severance
pay relating to any employee of Seller.

           (b) Manner of Determining  Prorations and  Adjustments.  The Purchase
Price,  taking into account the adjustments and prorations pursuant to Section ,
will be determined in accordance with the following procedures:

               (1) Seller shall prepare and deliver to Buyer not later than five
(5) Business  Days before the Closing Date a  preliminary  settlement  statement
which shall set forth  Seller's  good faith  estimate of the Purchase  Price and
adjustments or prorations to the Estimated Purchase Price under Section 2.5 (a).
The preliminary  settlement  statement shall contain all information  reasonably
necessary to determine the  adjustments or prorations to the Estimated  Purchase
Price under Section 2.5 (a),

<PAGE>
                                      -16-

including appropriate supporting  documentation,  to the extent such adjustments
or prorations  can be determined or estimated as of the date of the  preliminary
settlement  statement.  The adjustments and prorations to the Estimated Purchase
Price to be made at  Closing  shall be based  upon such  preliminary  settlement
statement.

               (2) Not later than ninety days after the Closing Date, Buyer will
deliver  to  Seller a  statement  setting  forth  Buyer's  determination  of the
Purchase  Price  and  any  changes  to the  adjustments  and  prorations  to the
Estimated  Purchase Price made at Closing  pursuant to Section  2.5(a).  Buyer's
statement (A) shall contain all  information  reasonably  necessary to determine
the adjustments  and prorations to the Estimated  Purchase Price under Section ,
including appropriate  supporting  documentation,  and such other information as
may be reasonably  requested by Seller, and (B) shall be certified by an officer
of Buyer (after due inquiry by, but without personal liability to, such officer)
to be true and  complete to Buyer's  knowledge.  Seller  shall have the right to
visit the  Station  to verify  and  review  such  documentation  upon  providing
reasonable  notice to Buyer.  If Seller  disputes the adjustments and prorations
determined  by Buyer,  it shall  deliver  to Buyer  within  sixty days after its
receipt of Buyer's  statement a statement setting forth its determination of the
Purchase Price and the adjustments  and prorations.  If Seller notifies Buyer of
its acceptance of Buyer's statement, or if Seller fails to deliver its statement
within  the  sixty-day  period  specified  in the  preceding  sentence,  Buyer's
determination  of the Purchase Price and the adjustments and prorations shall be
conclusive  and  binding  on the  parties  as of the last  day of the  sixty-day
period.

               (3) Buyer and Seller shall use good faith  efforts to resolve any
dispute  involving the  determination  of the Purchase Price and the adjustments
and  prorations to the  Estimated  Purchase  Price made in  connection  with the
Closing.  If the parties are unable to resolve any dispute  related to financial
or accounting  matters  within  fifteen days  following the delivery of Seller's
preliminary settlement statement pursuant to

<PAGE>
                                      -17-

Section 2.5 (b) (2) , Buyer and Seller shall  jointly  designate an  independent
certified public  accountant,  who shall not have performed  services for either
Buyer  or  Seller  within  the  prior  two (2)  year  period  and who  shall  be
knowledgeable  and  experienced  in the  operation  of  television  broadcasting
stations,  to resolve  such  dispute.  If the parties are unable to agree on the
designation of an independent certified public accountant,  the selection of the
accountant  to  resolve  such  dispute  shall be  submitted  to  arbitration  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association.  The  accountant's  resolution  of such dispute  shall be final and
binding on the parties,  and a judgment  may be entered  thereon in any court of
competent  jurisdiction.  Any fees of this  accountant  and, if  necessary,  for
arbitration to pick such accountant  shall be split equally between the parties.
To the extent that any dispute  involving the Purchase Price and the adjustments
and  prorations  made to the Estimated  Purchase  Price in  connection  with the
Closing relates to matters of construction or  interpretation  of this Agreement
or is  otherwise  not related to  financial  or  accounting  matters  within the
competence  of  the  accountant,  such  dispute  shall  not be  resolved  by the
accountant, but shall be resolved by mutual agreement of the parties or pursuant
to the order of a court of competent jurisdiction.

         2.6    Payment of Purchase Price and Prorations and Adjustments.    The
Purchase Price shall be paid by Buyer to Seller as follows:

           (a)  Payments At Closing.  At the  Closing,  the  Estimated  Purchase
Price,  as adjusted  pursuant to Section  2.5(b)(1) (the  "Preliminary  Purchase
Price"), shall be paid as follows:

               (1) Buyer shall pay or cause to be paid to Seller an amount equal
to the  Preliminary  Purchase  Price  less  the  sum of (A) the  Purchase  Price
Deposit, (B) the Escrow Amount and (C) the Initial Deposit;

<PAGE>

                                      -18-

               (2) Buyer  shall  pay or cause to be paid to the  Indemnification
Escrow Agent the Initial Deposit to be held pursuant to the Indemnification Fund
Agreement; and

               (3) At the Closing, Buyer and Seller shall cause the Escrow Agent
to pay the Escrow  Amount  over to Seller as a credit  against  the  Preliminary
Purchase Price.

Each of the foregoing amounts shall be paid by federal wire transfer of same-day
funds  pursuant  to wire  transfer  instructions  which  instructions  shall  be
delivered by Buyer, Seller and the Indemnification Escrow Agent, as appropriate,
to the other  parties  hereto at least two  Business  Days prior to the  Closing
Date.

           (b) Payments to Reflect Prorations and Adjustments.
               ----------------------------------------------

               (1) If the  Purchase  Price as  finally  determined  pursuant  to
Section 2.5(b)(2) (the "Final Purchase Price") exceeds the Preliminary  Purchase
Price,  Buyer shall pay to Seller,  by federal wire  transfer of same-day  funds
within five  Business Days after the date on which the Final  Purchase  Price is
determined  pursuant  to Section  2.5(b)(2),  the  difference  between the Final
Purchase Price and the Preliminary Purchase Price.

               (2) If the  Final  Purchase  Price is less  than the  Preliminary
Purchase Price,  Seller shall pay to Buyer, by federal wire transfer of same-day
funds,  within five (5) Business Days after the date on which the Final Purchase
Price is determined  pursuant to Section  2.5(b)(2),  the difference between the
Preliminary Purchase Price and the Purchase Price.

         2.7     Assumption of Liabilities  and  Obligations.  As of the Closing
Date,  Buyer shall assume and  undertake to pay,  discharge and perform only the
following obligations,  duties and liabilities:  (a) any obligation or liability
of Seller  arising  out of or  related to the  ownership  and  operation  of the
Station and the  Assets(including the Licenses and the Assumed Contracts) to the
extent that either (1) the obligations and liabilities relate to the period from
and after the Effective Time or (2) the

<PAGE>
                                      -19-

Purchase  Price  was  reduced  pursuant  to  Section  2.5 (a) as a result of the
proration or adjustment of such obligations and  liabilities;  (b) any liability
or  obligation  to any  former  employee  of Seller who has been hired by Buyer,
attributable  to any period of time on or after the Closing  Date or as provided
in Section 6.8; (c) any liability or obligation  arising out of any  litigation,
proceeding  or claim  by any  person  or  entity  relating  to the  business  or
operations  of the  Station or any of the Assets  with  respect to any events or
circumstances  that are attributable to the period on or after the Closing Date;
(d) any  severance  or other  liability  arising out of the  termination  of any
employee's  employment  with or by Buyer on or after the Closing  Date;  (e) any
duty,  obligation or liability relating to any pension,  401(k) or other similar
plan,  agreement  or  arrangement  provided  by Buyer to any  employee or former
employee  of Seller on or after the  Closing  Date;  and (f) all state and local
sales or use taxes (or their  equivalent)  and transfer  taxes or recording fees
payable as a  consequence  of the sale of the Assets  hereunder,  but subject to
Seller's  obligations under Section 11.1 hereof (all of the foregoing,  together
with other  liabilities or  obligations  expressly  assumed by Buyer  hereunder,
including,  without  limitation,  the Assumed Contracts,  are referred to herein
collectively  as the  "Assumed  Liabilities").  Buyer  shall not be  required to
assume  any of the  following:  (i) any  obligations  or  liabilities  under any
Excluded  Contract,  (ii) any  obligations  or  liabilities  under  the  Assumed
Contracts  relating to the period prior to the Effective Time, except insofar as
a proration  or  adjustment  therefor is made in favor of Buyer under  Section ,
(iii)  liabilities  relating to indebtedness of Seller for borrowed money,  (iv)
liabilities  for claims or litigation  involving the Station  relating to events
occurring  prior to the  Effective  Time or (v) except as otherwise  provided in
this   Agreement,   obligations  or   liabilities   relating  to  employees  not
specifically assumed hereunder.

<PAGE>


                                      -20-

SECTION 3.       REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer as follows:

         3.1   Organization and Authority of Seller.
               ------------------------------------

           (a) Seller is a limited partnership duly formed, validly existing and
in good standing  under the laws of the State of Nevada.  Seller is qualified to
conduct business and is in good standing in each  jurisdiction  where the nature
of its business or  ownership of its  properties  requires  such  qualification,
except where the failure to be so qualified or in good standing would not have a
material adverse effect on the business or operations of the Station. Seller has
the  requisite  partnership  power and  authority  to own and operate the Assets
owned and  operated  by it, to carry on the  business  of the  Station now being
conducted  by it, and to execute,  deliver and perform  this  Agreement  and the
Ancillary Documents according to their respective terms.

           (b) The  general  partner  of Seller  (the  "General  Partner")  is a
corporation, duly incorporated,  validly existing and in good standing under the
laws of the State of  Nevada.  The  General  Partner  is  qualified  to  conduct
business  and in good  standing  in each  jurisdiction  where the  nature of its
business or ownership of its  properties  requires  such  qualification,  except
where  the  failure  to be so  qualified  or in good  standing  would not have a
material  adverse  effect on the  business or  operations  of the  Station.  The
General Partner has the requisite corporate power to serve as general partner of
Seller and to execute and deliver this Agreement and the Ancillary  Documents on
behalf of Seller.

         3.2   Authorization and Binding Obligation.
               -------------------------------------

           (a) The execution, delivery and performance of this Agreement and the
Ancillary  Documents,  and the  consummation  of the  transactions  contemplated
hereby and  thereby,  by Seller  have been duly and  validly  authorized  by all
necessary  partnership  action on the part of  Seller.  This  Agreement  and the
Ancillary 
<PAGE>
                                     - 21 -

Documents executed by Seller have been duly executed and delivered by Seller and
constitute its legal, valid and binding  obligations,  enforceable against it in
accordance with their respective  terms,  except as the  enforceability  of this
Agreement and the Ancillary Documents may be affected by bankruptcy, insolvency,
or similar laws affecting creditors' rights generally and by judicial discretion
in the enforcement of equitable remedies.

           (b) The  execution  and delivery of this  Agreement and the Ancillary
Documents by the General  Partner have been duly and validly  authorized  by all
necessary corporate action on the part of the General Partner.

         3.3      Absence of Conflicting Agreements; Consents. The execution and
delivery of this Agreement by the General  Partner on behalf of Seller,  and the
performance of the transactions  contemplated herein by Seller, will not require
any  consent,  approval,  authorization  or other  action by, or filing  with or
notification to, any Person or governmental  authority,  except as follows:  (a)
filings,  waivers and approvals required under the HSR Act, (b) the FCC Consent,
(c) filings with respect to real estate, sales and other transfer taxes, and (d)
certain of the Assumed  Contracts may be assigned only with the consent of third
parties,  as specified in Schedule 3.3.  Subject to obtaining the Consents,  the
execution  and delivery of this  Agreement  and the  Ancillary  Documents by the
General  Partner on behalf of Seller and performance by Seller of this Agreement
and the Ancillary  Documents (with or without the giving of notice, the lapse of
time,  or both):  (a) do not require the consent of any third party;  (b) do not
conflict with, violate or result in a breach of any provision of the Articles of
Incorporation  and Bylaws of the  General  Partner or the  Agreement  of Limited
Partnership  of Seller,  as the case may be; (c) do not conflict in any material
respect with,  result in a material breach of, or constitute a material  default
under,  any  applicable  law,  ordinance,  rule or regulation  applicable to the
General Partner or Seller or any Assumed Contract;  or (d) do not conflict with,
result  in a breach  of or  constitute  a default  under  any  judgment,  order,
injunction 

<PAGE>
                                     - 22 -

or decree of any court or governmental authority applicable  specifically to the
General Partner, Seller or the Station.

         3.4   Governmental Licenses.  Schedule 3.4 is a complete list as of the
date of this  Agreement of all FCC Licenses  and all  material  other  Licenses,
which  constitute all FCC  authorizations  and all material  other  governmental
authorizations  which are  required or necessary  for the lawful  conduct of the
business and operations of the Station as currently conducted. Schedule 3.4 also
includes a complete  list of all  applications  for FCC Licenses with respect to
the business  and  operations  of the Station  pending at the FCC as of the date
hereof (the "FCC  Applications").  Each License is in effect,  and the Seller is
the legal holder  thereof.  Except as set forth in Schedule  3.4, the conduct of
the business and operations of the Station is in accordance with the Licenses in
all material respects. Except as set forth in Schedule 3.4, and except for those
conditions  or  restrictions  appearing on the face of the FCC Licenses or other
Licenses,  none  of the  FCC  Licenses  or  other  Licenses  is  subject  to any
restriction  or  condition  which  would limit the  operation  of the Station as
currently  operated.  Except as set forth on Schedule 3.7, Seller is not a party
to any agreement with any community group, governmental authority or other third
party  restricting  programming,  employment  practices or other  aspects of the
business or  operations  of the  Station.  Seller has  delivered  to Buyer true,
correct and  complete  copies of the  Licenses  and FCC  Applications  listed in
Schedule 3.4 (including any and all amendments and other modifications thereto).
The FCC  Licenses  listed in Schedule  3.4 are  currently  in effect and are not
subject  to  any  Liens,   other  than  Permitted   Liens.  No  license  renewal
applications are pending with respect to any of the FCC Licenses. As of the date
hereof,  Seller  has no reason to  believe  that the FCC would not renew the FCC
Licenses in the  ordinary  course for a full  license  term  without any adverse
conditions,  upon the timely filing of appropriate  applications  and payment of
the required filing fees. As of the date hereof, Seller has no reason to believe
that the FCC would not grant the FCC Applications in the ordinary course without
any  adverse  conditions,   except  for  conditions   pertaining  to  the  FCC's
implementation of digital television.

<PAGE>
                                      -23-


         3.5   Real Property.
               -------------

           (a) Schedule 3.5 contains an accurate  description  as of the date of
this Agreement of all Real Property.

           (b)  Except  as  described  in  Schedule  3.5,  Seller  has  good and
marketable  fee simple title (to the knowledge of Seller,  insurable at standard
rates by a reputable  national title insurer) to all fee estates included in the
Real Property and good title to all other Real  Property,  in each case free and
clear of all Liens,  except for Permitted Liens.  The Real Property  constitutes
all real property  interests of any nature whatsoever used in the conduct of the
business and operations of the Station as now conducted. Seller has delivered to
Buyer true,  correct and complete copies (to the extent  possessed by Seller) of
all deeds, by which Seller or its General Partner has received a fee interest in
any of the Real Property; leases, by which Seller is the lessee or lessor of any
of the Real Property;  title insurance policies,  which Seller has received with
respect to any of the Real  Property;  surveys,  which Seller has received  with
respect to any of the Real Property; and inspection reports or other instruments
or reports, including, without limitation, any phase I or phase II environmental
reports or other similar environmental  reports,  surveys or assessments,  which
Seller has  contracted  for or received with respect to any of the Real Property
(including any and all amendments and other  modifications of such instruments).
All of the Real Property  owned in fee has full  practical  and insurable  legal
access to public  roads or streets and has all zoning,  utilities  and  services
necessary for the proper and lawful  conduct and operation of the Station as now
conducted,  except where the absence  thereof would not have a material  adverse
effect on the  business  or  operations  of the  Station  or  impose a  material
monetary liability on Buyer to correct.  To the knowledge of Seller, all towers,
earth receiving dishes and facilities,  and other  installations,  equipment and
facilities  utilized  in  connection  with the  Station  (including  any related
buildings and guy anchors) are maintained, placed and located in accordance with
the provisions of all applicable laws,  rules,  regulations, 

<PAGE>
                                     - 24 -

deeds,   easements,   restrictions,   leases,  licenses  and  permits  or  other
arrangements  and are located  entirely on the Real Property  owned or leased by
Seller or its  General  Partner,  except to the  extent  that any  failure to so
maintain,  place or locate  such  equipment  would not have a  material  adverse
effect on the  business  or  operations  of the  Station  or  impose a  material
monetary liability on Buyer to correct.

           (c) Seller or its  General  Partner,  as the case may be, has a valid
leasehold  interest in all leasehold Real Property listed as leased by Seller in
Schedule 3.5.  Schedule 3.5 lists all leases and subleases pursuant to which any
of the leasehold Real Property included in the Assets is leased by Seller or its
General  Partner,  as the case may be. To the  knowledge  of Seller,  so long as
Seller or its General  Partner,  as the case may be,  fulfills  its  obligations
under the lease therefor, Seller or its General Partner, as the case may be, has
enforceable rights to nondisturbance and peaceful and quiet enjoyment. Except as
set forth in Schedule 3.5, Seller or its General Partner, as the case may be, is
in compliance in all material respects with all of the provisions of such leases
and subleases and is not in default  thereunder in any material respect,  and to
the  knowledge  of Seller,  no other  party to any such lease or  sublease is in
default thereunder in any material respect. Each such leasehold interests (i) is
valid,  subsisting and in full force and effect;  and (ii) is not subject to any
Liens,  except for Permitted  Liens.  The rental set forth in each of the leases
and subleases  listed in Schedule 3.5 is the actual rental  currently being paid
by Seller,  there are no separate  agreements or understandings  with respect to
same and Seller is current on such rental obligations.  Seller currently has the
full right to exercise any renewal options contained in any of the leases listed
in Schedule 3.5 that are being conveyed pursuant to this Agreement, on the terms
and  conditions  contained  therein and, upon due exercise,  currently  would be
entitled  to enjoy the use of each leased Real  Property  premises  for the full
term of such  renewal  options.  To the  knowledge  of Seller,  the leased  Real
Property premises are occupied under a valid and current occupancy permit or the
like to the extent  required by law and  assuming  all  requisite  consents  are
received; there are no facts known to Seller which would

<PAGE>
                                     - 25 -

prevent any leased Real Property  premises from being occupied after the Closing
in substantially the same manner as before.

           (d) Except as set forth in Schedule  3.5, all Real Property (i) is in
good  condition  and repair in  accordance  with normal and  customary  industry
practices (ordinary wear and tear excepted), (ii) is available for immediate use
in the conduct of the business or operations of the Station,  and (iii) complies
with  all  applicable  building  or  zoning  codes  and the  regulations  of any
governmental  authority having  jurisdiction,  except where such  non-compliance
would not have a material adverse effect upon the operations of the Station.  As
of the date hereof,  there are no  condemnation  proceedings  or eminent  domain
proceedings,  lawsuits  or legal  proceedings  of any kind  pending  or,  to the
knowledge of Seller,  threatened, in connection with any Real Property. The Real
Property and the present use and condition thereof do not violate any applicable
deed restrictions or other covenants,  restrictions,  agreements,  existing site
plan approvals,  or any zoning or subdivision regulations or urban redevelopment
plans  applicable to the Real Property as modified by any duly issued  variances
where such  violation  would have a material  adverse  affect on the business or
operations of the Station, and no permits,  licenses or certificates  pertaining
to the ownership or operation of the Real  Property,  other than those which are
transferable  with the Real Property,  are required by any  governmental  agency
having  jurisdiction over the Real Property or their operation,  other than such
permits, licenses or certificates, the failure of which to obtain would not have
a material  adverse  affect on the business or  operations  of the Station.  All
improvements  made by or constructed for Seller and, to Seller's  knowledge with
respect to improvements used by Seller but not made by it or constructed for it,
on the Real  Property,  were  constructed  in  compliance  with  all  applicable
Federal, state or other statutes, laws, ordinances,  regulations,  rules, codes,
orders or requirements (including,  but not limited to, any building,  zoning or
environmental   laws  or  codes)   affecting  such  premises,   except  for  any
noncompliance  which would not have a material adverse affect on the business or
operations of the Station. Seller has paid, or shall have paid prior to Closing,
all amounts  owning by Seller to any  architect,  contractor, 

<PAGE>
                                     - 26 -

subcontractor  or  materialman  for labor or  materials  performed,  rendered or
supplied  to or in  connection  with any Real  Property  if such  amounts  would
otherwise  constitute a materialman's,  mechanics or other similar lien upon the
property.  Schedule 3.5 sets forth a true and complete list of all construction,
architect,  engineering and other  agreements,  if any,  relating to uncompleted
construction  projects  entered  into by  Seller  in  connection  with  any Real
Property.  Seller has heretofore  delivered to Buyer true,  correct and complete
copies of such construction agreements.

         3.6    Tangible Personal Property.   Schedule 3.6  lists as of the date
hereof all items of Tangible  Personal  Property included in the Assets owned by
Seller and having a fair market  value in excess of $5,000.  Except as described
in  Schedule  3.6,  Seller  owns and has good  title  to the  Tangible  Personal
Property listed thereon and none of the Tangible  Personal  Property included in
the Assets is subject to any Liens,  except for Permitted  Liens.  Except as set
forth in Schedule 3.6, the material items of Tangible  Personal  Property are in
good operating  condition and repair (given the age of such property and the use
to which such property is put and ordinary wear and tear excepted).

         3.7    Assumed Contracts.    Schedules 3.5, and 3.7  include a complete
list as of the  date of this  Agreement  of all  Assumed  Contracts  except  (a)
contracts with advertisers for production or the sale of advertising time on the
Station for cash that may be  canceled  by Seller on not more than ninety  days'
notice, (b) trade or barter advertising  agreements entered into in the ordinary
course  of  business,   (c) employment   contracts   terminable  at  will,   (d)
miscellaneous  service  contracts  terminable on not more than thirty (30) days'
notice, and (e) other  Contracts entered into in the ordinary course of business
with not more than 12 months remaining on their terms, not involving liabilities
exceeding Ten Thousand  Dollars  ($10,000) per year per Contract and One Hundred
Thousand  Dollars  ($100,000) per year in the aggregate for all such  Contracts.
Seller has delivered or made  available to Buyer true and correct  copies of all
written  Assumed  Contracts  and  accurate  descriptions  of  all  oral  Assumed
Contracts listed in Schedules 3.5, and 3.7 (including any and all

<PAGE>
                                     - 27 -

amendments  and other  modifications  thereto).  As of the date hereof,  without
material  exception,  each of the Assumed Contracts listed in Schedules 3.5, and
3.7, is in full force and effect and constitutes the legal,  valid,  binding and
legally  enforceable  obligation of the Seller (and, to the knowledge of Seller,
of the other parties  thereto).  Except as set forth in Schedule  3.7,  there is
not, under any of the Assumed Contracts,  any existing default, event of default
or other event which, with or without due notice or lapse of time or both, would
constitute  a default  or event of default  by Seller  or, to the  knowledge  of
Seller,  any  other  party  thereto.  Schedule  3.7  describes  all  outstanding
commitments or proposals by Seller to make capital  expenditures  related to the
Station  (whether or not yet begun or in progress),  which have been approved by
Seller or the  management  of the  Station  and which  will or are  expected  to
require  payments  to  third  parties.  Schedule  3.7A  describes  all  types of
Contracts  which,  if in  existence  on the Closing  Date,  Buyer shall have the
right,  by written notice  delivered  prior to Closing (or, if this Agreement is
terminated  as a result of the willful and  intentional  breach by Seller of its
obligations hereunder, promptly following such termination), to have assigned to
it (or its assigns)  either on the Closing Date (or, in the event of termination
in the  circumstances  referred  to in  the  preceding  parenthetical,  promptly
following such  termination),  subject to Buyer complying with the provisions of
Section 6.17 hereof.

         3.8   Intangibles.  Schedule 3.8 is  a  complete list as of the date of
this  Agreement of all material  Intangibles  (exclusive  of Licenses  listed in
Schedule  3.4).  Seller has  provided or made  available  to Buyer copies of all
documents  establishing  or evidencing the  Intangibles  listed in Schedule 3.8.
Except as disclosed in Schedule  3.8,  Seller owns and has good title to all the
Intangibles  listed therein and none of the Intangibles is subject to any Liens,
except for Permitted  Liens.  Except as disclosed in Schedule 3.8, Seller is not
obligated  pursuant to any  Contract to make any  payments by way of  royalties,
fees or  otherwise  with  respect  to any of the  Intangibles.  Other  than with
respect to matters generally affecting the television  broadcasting industry and
not  particular to Seller,  except as set forth in Schedule 3.8,  Seller has not
received any notice or

<PAGE>
                                     - 28 -

demand alleging that Seller is infringing any trademarks,  trade names,  service
marks, service names,  copyrights or similar intellectual  property rights owned
by any other Person.

         3.9   Financial Information
               ---------------------

           (a) Seller has furnished  Buyer with true and complete  copies of the
financial statements described in Schedule 3.9 (collectively,  together with the
1996 Audited Financials, as defined in Section 5.4, the "Financial Statements").
Except as set forth in Schedule 3.9, the Financial Statements have been prepared
in  accordance  with  generally  accepted  accounting  principles   consistently
applied,  and present fairly in all material respects the financial condition of
Seller  as at their  respective  dates and the  results  of  operations  for the
periods  then  ended,  except that the  unaudited  financial  statements  do not
include footnotes or customary year-end adjustments.

           (b)  Broadcast  Cash Flow for the twelve month period ended  December
31, 1996 was in excess of Four Million Dollars ($4,000,000).

         3.10  Taxes and Tax Returns.  Except as set forth  in Schedule 3.10 and
except  where the failure to file,  pay or accrue any Taxes does not result in a
lien on the Assets or in the  imposition  of  transferee  or other  liability on
Buyer for the  payment of Taxes,  (a) all Tax  Returns  have been filed with the
appropriate governmental agencies in all jurisdictions in which such Tax Returns
are required to be filed,  and (b) all Taxes shown on such Tax Returns have been
properly accrued or paid to the extent such Taxes have become due. Seller is not
a party to any Tax  allocation  or sharing  agreement.  Seller has not  received
written  notice of any dispute or claim  concerning  any Tax liability of Seller
from  any  governmental  authority.   Seller  has  not  waived  any  statute  of
limitations  in respect of income Taxes or agreed to any  extension of time with
respect to an income Tax assessment or deficiency.

         3.11  Insurance.   Schedule 3.11  is  a  true  and complete list of all
insurance  policies of Seller. All policies of insurance

<PAGE>
                                     - 29 -

listed in  Schedule  3.11 are in full  force  and  effect as of the date of this
Agreement and Seller is not in default in any material respect thereunder.

         3.12  Reports.  All  material  returns, reports and statements that the
Station is currently  required to file with the FCC or any  governmental  agency
have  been  filed,  and  all  reporting   requirements  of  the  FCC  and  other
governmental  authorities having jurisdiction thereof have been complied with by
Seller in all material respects. All of such reports, returns and statements are
complete and correct in all material  respects as filed. All material  documents
required  by the FCC to be  deposited  by Seller  in  Seller's  public  file (as
defined in the rules and  regulations of the FCC) during the period of operation
of the Station by Seller have been deposited therein.

         3.13  Personnel.
               ---------

           (a) Schedule 3.13 contains a true and complete list as of the date of
this Agreement of all employees of Seller engaged in the business and operations
of the Station  (collectively,  the "Employees"),  and Seller has provided Buyer
with a description of all compensation  arrangements  affecting them. Except (a)
for oral  employment  contracts  terminable  at  will,  or (b) as  described  in
Schedule 3.13,  Seller has no written or oral  contracts of employment  with any
employee of the Station.  Except as set forth in Schedule 3.13,  Seller is not a
party to or subject to any collective  bargaining agreements with respect to the
Station,  and no labor union or other collective  bargaining unit represents or,
to Seller's knowledge of Seller, claims to represent any of the employees of the
Station. Seller has made available to Buyer copies of all employee handbooks and
employee rules and regulations, if any.

           (b)  Except as set forth in  Schedule  3.13,  as of the date  hereof,
Seller  is not a party to any  collective  bargaining  agreement.  Seller  is in
compliance  with respect to the  operations  of the Station with all  applicable
laws,  rules and  regulations  relating to the  employment  of labor  including,
without  limitation,  those  related  to wages,  hours,  collective 

<PAGE>
                                     - 30 -

bargaining,  occupational  safety,  discrimination  and the  payment  of  social
security and other payroll-related taxes, except for any noncompliance by Seller
that would not have a material  adverse  effect on the business or operations of
the Station.  Except as set forth in Schedule  3.13,  as of the date hereof,  to
Sellers knowledge,  there are no organizing  campaigns,  strikes,  unfair labor
practice charges, arbitrations,  lawsuits or other labor disputes,  disturbances
or other controversies or proceedings pending or threatened, involving Seller or
the employees of the Station or any labor union or other  collective  bargaining
unit  claiming to  represent  any of the  employees of the Station or seeking to
organize the employees of the Station.

         3.14  Claims and Legal Actions.    Except as disclosed in Schedule 3.14
and  for any FCC  rulemaking  proceedings  generally  affecting  the  television
broadcasting industry and not particular to Seller, as of the date hereof, there
is no claim,  legal action,  counterclaim,  suit,  arbitration,  or other legal,
administrative,  or tax  proceeding,  nor any order,  decree,  or  judgment,  in
progress or pending, or, to the knowledge of Seller, threatened, against Seller,
the Assets,  or the business or operations of the Station which seeks to enjoin,
prohibit or  otherwise  question the validity of any action taken or to be taken
by Seller  pursuant to or in  connection  with this  Agreement or which would be
reasonably  expected,  in any material respect, to adversely affect the business
or  operations of the Station.  Except as set forth in Schedule  3.14, as of the
date hereof,  neither Seller nor the Station nor any of the Assets is subject to
any judgment, writ, order, injunction,  award or decree by any court, arbitrator
or governmental authority, including any administrative agency.

         3.15  Compliance with Laws.  Seller is in compliance  with the Licenses
and all  federal,  state and  local  laws,  rules,  regulations  and  ordinances
applicable or relating to the ownership and operation of the Station, except for
any noncompliance by Seller that would not have a material adverse effect on the
business or operations of the Station.


<PAGE>
                                     - 31 -

         3.16  Conduct  of  Business in Ordinary Course.  Except as set forth in
Schedule 3.16, from the date of the most recent financial  statements  described
in Schedule 3.9 through the date of this  Agreement,  Seller has  conducted  the
business and operations of the Station in the ordinary  course  consistent  with
past  practice  in all  material  respects  and has not (a)  made  any  material
increase in compensation payable or to become payable to any of the Employees of
Seller other than in the ordinary course of business,  or any material change in
personnel  policies,  insurance  benefits  or  other  compensation  arrangements
affecting the Employees of Seller, (b) made any sale, assignment, lease or other
transfer of any of Seller's  properties,  other than  obsolete  assets no longer
usable in the  operation of the Station,  or other assets sold or disposed of in
the  normal  course  of  business  with  suitable  replacements  being  obtained
therefor,  (c)  incurred  material  loss of, or  material  injury to, any of the
Assets as the result of any fire, explosion, flood, windstorm, earthquake, labor
trouble,  riot,  accident,  act of God or public enemy or armed forces, or other
casualty,  (d)  mortgaged,  pledged or  subjected to any lien any of its Assets,
other  than  Permitted  Liens,  (e) made any  material  change in any  method of
accounting  or accounting  practice,  (f) incurred any material  obligations  or
liabilities,  except in the ordinary course of business,  (g) waived or released
any right of value or modified in any material respect any material  Contract or
(h) entered into any agreement to do any of the foregoing.

         3.17  Environmental.  Except  as  stated in Schedule 3.17 or where such
matters would not have a material  adverse  effect on the business or operations
of the Station, Seller is not subject to any (a) "Superfund" evaluation;  or (b)
any investigation or proceeding of any governmental authority evaluating whether
any  remedial  action is  necessary  to respond  to  release  of any  chemicals,
materials,  substances or wastes that are now or hereafter become defined as, or
included in the  definition  of,  "hazardous  wastes,"  "hazardous  substances,"
"extremely  hazardous  substances,"  "toxic  substances,"  "toxic" or "hazardous
pollutants," "hazardous" or "toxic materials," "contaminants,"  "pollutants," or
words of similar  import  under the  Resource  Conservation  and Recovery Act of
1980, as amended, the

<PAGE>
                                     - 32 -

Comprehensive Environmental Response,  Compensation,  and Liability Act of 1980,
as amended,  the Hazardous Materials  Transportation Act, as amended,  the Clean
Air Act, as amended,  the Clean  Water Act,  as  amended,  the Toxic  Substances
Control  Act,  as amended,  the Safe  Drinking  Water Act,  as amended,  the Oil
Pollution Act, as amended, and their state or local counterparts or equivalents;
or (c)  requirement to remove  asbestos  material or  polychlorinated  biphenyls
based on Seller's  present use of the applicable  property.  To the knowledge of
Seller,  none of the Real  Property  used by  Seller  in the  operations  of the
Station  contains any  underground  or  aboveground  tanks.  Except as stated in
Schedule 3.17,  Seller is in compliance with all applicable  federal,  state and
local environmental laws and regulations, except for any noncompliance by Seller
which would not have a material  adverse effect on the business or operations of
the Station.  Except as stated in Schedule  3.17 or where such matters would not
have a material adverse effect on the business or operations of the Station, the
Real Property  owned by Seller in fee simple  contains no condition or substance
which under the aforesaid  environmental  laws and  regulations  thereunder,  as
interpreted  as of this  date by  judicial  and  regulatory  authorities,  could
reasonably be expected to result in recovery by any person of material  remedial
or removal costs, expenses or damages, or expenditures by Buyer for abatement or
remedial actions.

         3.18  Brokers. Except for the fees payable to Merrill Lynch, which fees
shall be paid by Seller,  neither  Seller nor any person or entity acting on its
behalf  has  incurred  any  liability  for  any  finders'  or  brokers'  fees or
commissions in connection with the transactions contemplated by this Agreement.

         3.19  Transactions With Affiliates.   Except  as  set forth in Schedule
3.19,  Seller  is not now,  and since  January  1,  1996,  has not been a party,
directly or indirectly, to any contract, lease, arrangement or transaction which
is  material to the  business  or  operations  of the  Station,  whether for the
purchase, lease or sale of property, for the rendition of services or otherwise,
with any affiliate of Seller, or any officer,  director,  employee,  proprietor,
partner or shareholder of Seller and no such person has any interest in or right
to any of the Assets.  The terms and

<PAGE>
                                     - 33 -

conditions  of the  transactions  involving  Seller and any  affiliate of Seller
which are identified in Schedule 3.19 are described briefly therein.

         3.20  Assets. Except for the Excluded Assets, the Assets include all of
the assets or property  necessary for the lawful  conduct of the business of the
Station as currently operated.

         3.21  Employee Benefits.    Schedule 3.21 lists all Employee Plans, and
copies of such Employee Plans,  together with any trusts related  thereto,  have
previously been provided to Buyer. All Employee Plans are in material compliance
with  their  terms  and with all  applicable  provisions  of ERISA and the Code.
Neither  Seller  nor  any  ERISA  Affiliate  maintains,  contributes  to,  or is
obligated  to  contribute  to,  nor has  Seller  nor any  ERISA  Affiliate  ever
maintained,  contributed  to, been obligated to contribute to or had any direct,
indirect or  contingent  liability  with respect to, any  employee  benefit plan
subject to Title IV of ERISA  (including  any  multiemployer  plan as defined in
Section  4001(a)(3)  of the Code) or  Section  412 of the Code.  Seller  has not
engaged in any  non-exempt  prohibited  transaction  (as defined in Code Section
4975 or ERISA  Section  406)  involving  any Employee  Plan which would  subject
Seller to any material  penalty or tax imposed  under Code Section 4975 or ERISA
Section 502(i). Seller has not made a complete or partial withdrawal, within the
meaning of ERISA Section 4201,  from any  multiemployer  plan which has resulted
in, or is reasonably expected to result in, any material  withdrawal  liability.
Seller has not engaged in any transaction described in ERISA Section 4069 within
the past five years.  Seller is not aware of the  existence of any  governmental
audit or  examination  of any  Employee  Plan or of any facts  which  would lead
Seller to believe that any such audit or  examination  is pending or threatened.
There exists no action,  suit or claim (other than routine  claims for benefits)
with  respect to any  Employee  Plan  pending  or, to the  knowledge  of Seller,
threatened,  against any Employee Plan. Except as required by ERISA Sections 601
et seq. and Code Section 4980B, Seller does not sponsor,  maintain or contribute
to any Employee Plan which provides medical coverage to retirees or other former
employees of Seller. Neither Seller nor any ERISA Affiliate nor any fiduciary of
any Employee Plan

<PAGE>
                                     - 34 -


has engaged in any  transaction  or conduct that could,  directly or indirectly,
result in any material  liability of Seller  pursuant to Sections 408, 502(c) or
502(i) of ERISA or Sections 4975, 4976 or 4980B of the Code.

         3.22  Disclosure.     No representation or warranty of Seller contained
herein  contains  any untrue  statement  of a material  fact or omits to state a
material fact necessary in order to make such representations and warranties, in
light of the circumstances under which they were made, not misleading.

         3.23  Knowledge.      Where the term "to Sellers knowledge" (or similar
term) is used herein,  it shall mean  Seller's  knowledge  based upon inquiry of
appropriate Station personnel.

SECTION 4      REPRESENTATIONS AND WARRANTIES OF BUYER
               ---------------------------------------

         Buyer represents and warrants to Seller as follows:

         4.1     Organization, Standing  and  Authority.   Buyer is (and License
Assignee will be upon assignment hereunder a corporation duly organized, validly
existing and in good  standing  under the laws of the State of Maryland  and, on
the  Closing  Date,  will  be  duly  qualified  to  conduct   business  in  each
jurisdiction  in which  such  qualification  is  necessary  for Buyer to own the
Assets and operate the Station.  Buyer has (and License  Assignee will have upon
assignment  hereunder)  the  requisite  corporate  power  and  authority  to (a)
execute,  deliver and perform  this  Agreement  and the  documents  contemplated
hereby according to their respective terms, and (b) own the Assets.

         4.2      Authorization and Binding Obligation.  The execution, delivery
and  performance  of  this  Agreement  and  the  Ancillary  Documents,  and  the
consummation of the transactions  contemplated hereby and thereby, by Buyer have
been  (and will be by  License  Assignee  upon  assignment  hereunder)  duly and
validly  authorized by all necessary  corporate  action on the part of Buyer and
License Assignee.  This Agreement and the Ancillary  Documents executed by Buyer
have been (and will be by  License  Assignee  upon  assignment  hereunder)  duly
executed and  delivered  by Buyer and 

<PAGE>
                                     - 35 -

constitute its legal, valid and binding  obligations,  enforceable against Buyer
in accordance with their respective terms,  except as the enforceability of this
Agreement and the Ancillary Documents may be affected by bankruptcy,  insolvency
or similar laws affecting creditors' rights generally and by judicial discretion
in the enforcement of equitable remedies.

         4.3    Absence of Conflicting Agreements and Required Consents.  Except
as set forth in Schedule  4.3, for  applicable  requirements  of the HSR Act and
subject  to  the  receipt  of the  FCC  Consent,  the  execution,  delivery  and
performance  by  Buyer  (and/or  License  Assignee)  of this  Agreement  and the
documents  contemplated  hereby (with or without the giving of notice, the lapse
of time, or both):  (a) do not require the consent of any third party;  (b) will
not  conflict  with the  Articles of  Incorporation  or Bylaws of Buyer  (and/or
License  Assignee);  and (c) will not  conflict in any  material  respect  with,
result in a material  breach of, or  constitute a material  default  under,  any
applicable  law,  judgment,   order,   ordinance,   injunction,   decree,  rule,
regulation, or ruling of any court or governmental authority applicable to Buyer
(and/or License  Assignee) or any material  contract or agreement to which Buyer
(and/or License Assignee) is a party or by which Buyer may be bound.

         4.4     Buyer Qualifications.   Buyer is (and License Assignee will be)
legally, financially and otherwise qualified to be the licensee of, acquire, own
and operate the Station under the Communications Act, and the rules, regulations
and policies of the FCC.  Buyer knows of no fact that would,  under existing law
and the existing  rules,  regulations,  policies and  procedures  of the FCC (a)
disqualify  Buyer or the License  Assignee as an assignee of the FCC Licenses or
as the owner and operator of the Station or (b) cause the FCC to fail to approve
in a timely fashion the  application  for the FCC Consent.  No waiver of any FCC
rule or policy is necessary to be obtained for the grant of the applications for
the  assignment of the FCC Licenses to Buyer or the License  Assignee,  nor will
processing  pursuant  to any  exception  or rule  of  general  applicability  be
requested or required in connection with the  consummation  of the  transactions
contemplated by this Agreement.

<PAGE>
                                     - 36 -

         4.5     Brokers.    Neither Buyer, License  Assignee  nor any person or
entity  acting on its behalf has  incurred  any  liability  for any  finders' or
brokers' fees or commissions in connection with the transactions contemplated by
this Agreement.

         4.6     Disclosure.  No representation or warranty of Buyer (or License
Assignee)  contained  in this  Agreement  contains  any  untrue  statement  of a
material fact or omits to state a material fact  necessary in order to make such
representations  and warranties,  in light of the circumstances under which they
were made, not misleading.


SECTION 5.      OPERATIONS OF THE STATION PRIOR TO CLOSING

           Between the date of this Agreement and the Closing Date, Seller shall
operate the Station in the  ordinary  course of business  and, to the extent not
inconsistent  therewith,  consistent with past practice (in either case,  except
where such conduct would conflict with the following  covenants or with Seller's
other obligations under this Agreement).  Notwithstanding the foregoing, without
the prior written consent of Buyer:

         5.1    Contracts.  Seller shall not enter into or renew any contract or
commitment  relating to the Station or the Assets,  or incur any obligation that
will be  binding  on Buyer  after  Closing,  except  in the  ordinary  course of
business;  provided  that  (i)  except  for  time  sales  contracts  for cash at
prevailing  rates for a term not  exceeding  six months,  Seller shall not enter
into time sales  agreements  that will be binding on Buyer after  Closing;  (ii)
subject  to the  provisions  of  Section  6.17  hereof,  Seller  may enter  into
Contracts  of the type  referred to therein;  and (iii)  Seller  shall not enter
into,  modify,  amend,  renew or change any Contract with respect to programming
for the Station for any period after the Closing Date without the prior approval
of Buyer,  which approval  shall be deemed given if Buyer does not  specifically
advise Seller of its  disapproval  thereof  within two Business Days of Sellers
request for any such approval;

<PAGE>
                                     - 37 -

provided, however, that, without Buyer's consent, Seller shall have the right to
enter into,  modify,  amend,  renew or change Contracts  relating to programming
that do not involve  expenditures  in the  aggregate  of more than  $150,000 and
shall have the right to renew agreements for sports programming on substantially
the same terms of such  agreements  as  presently in  existence  and,  provided,
further,  if Buyer does not provide the approval  described above,  Seller shall
have the right to enter into,  modify,  amend, renew or change any Contract with
respect to programming  for the Station as long as Seller shall pay the Buyer at
Closing (by set-off against Buyer's payment of the amount due Seller pursuant to
Section 2.6(a)(1)), the difference, if any, between (a) the present value, using
a discount rate of eight percent (8%) per annum (the  "Present  Value"),  of the
payments  required  to be made on behalf  of the  Station  pursuant  to any such
Contract  after the Closing  Date,  minus (b) the Present  Value of the payments
which  would  have  been  made on behalf  of the  Station  pursuant  to any such
Contract  after the  Closing  Date if Buyer had been the owner of the Station at
the time such Contract was entered into, modified,  amended, renewed or changed,
as  estimated  in good faith by Buyer and  evidenced  in a  certificate  to such
effect executed by two (2) officers of Buyer and delivered to Seller at Closing.

         5.2    Dispositions.  Seller shall not sell, assign, lease or otherwise
transfer  or dispose  of any of the  Assets,  except at fair  market  value,  in
connection with the  acquisition of replacement  property of equivalent kind and
use. Notwithstanding the foregoing or anything else contained in this Agreement,
the  expiration  by their terms of contracts  prior to the Closing  shall not be
deemed to be a violation of this Agreement.

         5.3   Encumbrances.  Seller shall not create, assume or permit to exist
any Liens upon the  Assets,  except for  Permitted  Liens and liens that will be
discharged prior to or on the Closing Date.

         5.4   Access to Information.  Seller shall give Buyer and its employees
and other  authorized  representatives  during  normal  business  hours and with
reasonable  prior notice,  access to the

<PAGE>
                                     - 38 -

Assets and to all other books,  records and documents of Seller  relating to the
Station for the purpose of audit and inspection,  including, without limitation,
conducting  of any  surveys  and  environmental  assessments  of  Real  Property
included in the Assets,  and will  furnish or cause to be  furnished to Buyer or
its authorized  representatives,  upon reasonable  notice,  all information with
respect to the business and  operation of the Station that Buyer may  reasonably
request;  provided,  that the foregoing do not unreasonably disrupt the business
of the Seller.  Not later than March 15, 1997, Seller shall deliver to Buyer its
final,  audited  financial  statements for calendar year 1996 (the "1996 Audited
Financials")  and will  provide  Buyer with a copy within one Business Day after
Seller's  receipt  of the final 1996  Audited  Financials.  Seller  will use its
commercially  reasonable efforts to obtain the consent of its auditors to permit
inclusion of the 1996 Audited  Financials  in applicable  securities  filings of
Sinclair Broadcast Group, Inc. ("SBGI"), provided that any expenses of obtaining
such consent shall be borne by Buyer. If Buyer requests, and at Buyer's expense,
it shall have the immediate right,  without causing  unreasonable  disruption to
the  business  of the  Station,  to have the  access  provided  for in the first
sentence hereof to conduct an audit of the Station's financial information, and,
subject  to the  foregoing,  Seller  shall  cooperate  with  Buyer's  reasonable
requests in connection with such audit,  including,  without limitation,  giving
all  reasonable  consents  thereto as long as any expenses  thereof are borne by
Buyer.

         5.5   Insurance.  Seller shall maintain the existing insurance policies
on the Assets or other policies providing substantially similar coverages.

         5.6   Compensation.  Except  as  set forth in Schedule 5.6, Seller will
not permit any  increases  in the  compensation  of any of the  employees of the
Station,  except in the ordinary course of business (involving  increases of not
more  than  five  percent  (5%) per  annum) or as  required  by law or  existing
contract or agreement,  in which case any such contracts and agreements shall be
assumed  by Buyer  and  treated  as  Assumed  Liabilities  hereunder;  provided,
however,  that Seller may pay bonuses to any of its

<PAGE>
                                     - 39 -

employees,  consistent  with  past  practice  or,  if not  consistent  with past
practice,  only so long as such bonuses do not create a binding  obligation upon
Buyer after the Closing Date.

         5.7    Financial Information.  Seller shall furnish Buyer within thirty
days after the end of each month ending  between the date of this  Agreement and
the Closing Date an unaudited statement of income and expense for such month and
such other  financial  information  prepared by Seller,  as Buyer may reasonably
request,  prepared in accordance with generally accepted  accounting  principles
(except for the absence of footnotes) consistently applied.

         5.8     Transactions with Affiliates.   Seller shall not enter into any
transaction  with any  Affiliate of Seller that will be binding upon Buyer,  the
Assets or the Station following the Closing Date.

         5.9     Collective Bargaining.   Except  as required by applicable law,
Seller shall not enter into any  collective  bargaining  agreement  covering any
employees,  through  negotiations or otherwise,  or make any commitment or incur
any liability to any labor organization with respect to any employees.

         5.10    Maintenance of  Assets.   Seller  shall  use  all  commercially
reasonable  efforts  to  maintain  the  Assets or  replacements  thereof in good
operating  condition  and adequate  repair (given the age of such Assets and the
use to which such Assets are put and ordinary wear and tear excepted).

         5.11       Operating Budget.       Seller shall, in connection with the
operation of the  Station,  make  expenditures  materially  consistent  with the
estimates of expenses set forth in the Operating Budget to the extent reasonably
within the control of Seller and,  including,  without  limitation,  that Seller
shall make  expenditures in respect of promotional,  programming and engineering
activities  for  the  Station  (and  employee   expenditures   related  to  such
activities) for any period covered by the Operating Budget equal to at least 95%
of the amounts therefor set forth therein.

<PAGE>
                                     - 40 -

         5.12  Incurrence of Additional Indebtedness.  Seller shall not increase
its principal amount of indebtedness for borrowed money (which shall not include
any amounts owed to the former  owners of the Station under  non-competition  or
consulting agreements) above $7,000,000.

SECTION 6.          SPECIAL COVENANTS AND AGREEMENTS

         6.1   FCC Consent.
               -----------

           (a) The  purchase  and sale of the  Assets  as  contemplated  by this
Agreement is subject to the FCC Consent.

           (b) Seller and Buyer shall  prepare  and,  within ten (10) days after
the date of this Agreement,  file with the FCC appropriate  applications for the
FCC Consent.  The parties  shall  thereafter  prosecute  each  application  with
commercially   reasonable   diligence  and  otherwise  use  their   commercially
reasonable  efforts to obtain the grants of the applications as expeditiously as
practicable.  Each party will promptly  provide to the other party a copy of any
pleading,  order or other  document  served on it relating to such  applications
(but  no  party  shall  have  any  obligation  to  take  any  steps  to  satisfy
complainants,  if any, which steps would substantially impair or diminish rights
under the FCC Licenses or otherwise  impose an unreasonable  burden on a party).
Buyer is and will be (and License  Assignee upon  assignment  hereunder will be)
legally, financially and otherwise qualified to be the licensee of, acquire, own
and operate the Station under the Communications Act, and the rules, regulations
and  policies of the FCC,  and Buyer shall take or cause to be taken all actions
necessary  or  appropriate  to be taken by Buyer (or its  Affiliates,  including
License  Assignee)  to  permit  the  FCC to  approve  in a  timely  fashion  the
assignment  to Buyer of the FCC Licenses  for the Station.  Each party agrees to
comply with any condition imposed on it by the FCC Consent, except that no party
shall be required to comply with a condition if  compliance  with the  condition
would have a material  adverse effect upon it. Buyer and Seller shall oppose any
petitions to deny or other objections filed with

<PAGE>
                                     - 41 -

respect  to  the   applications  for  any  FCC  Consent  and  any  requests  for
reconsideration or review of any FCC Consent.

           (c) If the Closing  shall not have occurred for any reason within the
original  effective  period of the FCC  Consent,  and  neither  party shall have
terminated this Agreement under Section 9,  the parties shall jointly request an
extension  of the  effective  period of such FCC  Consent.  No  extension of the
effective  period of the FCC Consent shall limit the exercise by either party of
its right to terminate the Agreement under Section 9.

         6.2        HSR Act Filing.  Seller and Buyer agree to (a) file or cause
to be filed  with the U.S.  Department  of Justice  ("DOJ")  and  Federal  Trade
Commission  ("FTC")  within ten (10) Business Days of the date of this Agreement
all filings,  if any,  that are  required in  connection  with the  transactions
contemplated  hereby under the HSR Act; (b) submit to the other party,  prior to
filing,  their  respective  HSR Act filings to be made  hereunder and to discuss
with the other any comments the reviewing  party may have;  (c)  cooperate  with
each other in  connection  with such HSR Act filings,  which  cooperation  shall
include  furnishing  the other with any  information  or  documents  that may be
reasonably  required in connection with such filings;  (d) promptly file,  after
any request by the FTC or DOJ and after appropriate  negotiation with the FTC or
DOJ of the scope of such request,  any information or documents requested by the
FTC or DOJ; and (e) furnish each other with any  correspondence  from or to, and
notify each other of any other  communications with, the FTC or DOJ that relates
to the transactions  contemplated  hereunder and, to the extent practicable,  to
permit each other to participate in any conferences with the FTC or DOJ.

         6.3        Confidentiality.
                    ---------------

           (a) Each party will not use or disclose to third  parties  (except as
may be necessary for the consummation of the transactions  contemplated  hereby,
or as required by law, including,  without limitation,  in connection with legal
proceedings relating to this Agreement and the transactions

<PAGE>
                                     - 41 -

contemplated  hereby,  or  otherwise  pursuant  to  subpoena or the request of a
governmental  authority,  and then only with prior  notice to the other  parties
hereto,  including delivery of a copy of the subpoena or request, if applicable)
this Agreement or any  information  (including,  without  limitation,  financial
information and information  regarding  program  contracts and revenue) received
from the other  parties  hereto or their agents in the course of  investigating,
negotiating  and performing the  transactions  contemplated  by this  Agreement;
provided, however, that each party may disclose such information to such party's
officers, directors, employees, lenders, advisors, attorneys and accountants who
need to know  such  information  in  connection  with  the  consummation  of the
transactions  contemplated  by this Agreement and who are informed by such party
of the confidential  nature of such  information.  Nothing shall be deemed to be
confidential  information  to a party  that:  (1) is  already  in  such  party's
possession,  provided  that such  information  is not known by such  party to be
subject to another confidentiality agreement with or other obligation of secrecy
to, the other party hereto or another party, or (2) becomes generally  available
to the  public  other  than as a result  of a  disclosure  by such  party or its
officers, directors,  employees, lenders, advisors, attorneys or accountants, or
(3) becomes available to such party on a non-  confidential  basis from a source
other than the other party hereto or its advisors,  provided that such source is
not known by such party to be bound by a confidentiality agreement with or other
obligation of secrecy to the other party hereto or another  party.  In the event
this  Agreement is  terminated  and the purchase  and sale  contemplated  hereby
abandoned,  Buyer will return to Seller all copies of documents, work papers and
other written  confidential  material  obtained by Buyer in connection  with the
transactions  contemplated  hereby. If this Agreement is terminated,  each party
will return to the other party all  information  (including all documents,  work
papers and other written confidential  material) obtained by such party from any
other party in connection with the transactions contemplated by this Agreement.

           (b) No party shall publish any press release or make any other public
announcement  concerning  this  Agreement  and the 

<PAGE>
                                     - 43 -

Ancillary  Documents or the transactions  contemplated hereby or thereby without
the prior  written  consent of each other  party,  which  shall not be  withheld
unreasonably;  provided, however, that nothing contained in this Agreement shall
prevent  any party,  after  notification  to each other  party,  from taking any
action required by law or from making any filings with governmental  authorities
that,  in its  judgment,  may be required or  advisable in  connection  with the
execution  and  delivery of this  Agreement  or the  Ancillary  Documents or the
consummation of the transactions contemplated hereby or thereby.

         6.4        Cooperation.    Buyer  and Seller shall cooperate fully with
each other and their  respective  counsel and accountants in connection with any
actions required to be taken as part of their respective  obligations under this
Agreement,  and Buyer and Seller shall  execute  such other  documents as may be
necessary or desirable to the  implementation and consummation of this Agreement
necessary  or  desirable  to  obtain  the  Consents,  and  otherwise  use  their
commercially  reasonable  efforts to consummate  the  transactions  contemplated
hereby and to fulfill their obligations  under this Agreement.  Buyer and Seller
shall  each  diligently  make  and  cooperate  with  the  other  in  making  all
commercially  reasonable  efforts to obtain or cause to be obtained prior to the
Closing  Date all  Consents.  Buyer  agrees to use all  commercially  reasonable
efforts  to  assist  Seller  in  obtaining  such  Consents,   and  to  take  all
commercially  reasonable actions necessary or desirable to obtain such Consents,
including,  without limitation,  executing such assumption instruments and other
documents  as may  reasonably  be  required in  connection  with  obtaining  the
Consents; provided, however, that Buyer shall not be required to accept or honor
changes, modifications or additions to Contracts required by the party from whom
consent is sought if such changes,  modifications  or additions  would make such
contract  materially  more onerous upon or materially  more  burdensome to Buyer
than the existing terms of such Contract; and provided further, without imposing
any  obligations  on Seller,  if Seller  provides  Buyer with a payment that, as
reasonably  agreed  to in good  faith by Buyer  and  Seller,  would  cover  such
changes,   modifications   or  additions,   Buyer  shall  accept  such  changes,
modifications or additions.

<PAGE>
                                     - 44 -

         6.5        Control of the Station.   Prior to Closing, Buyer shall not,
directly or  indirectly,  control,  supervise or direct,  or attempt to control,
supervise or direct, the operations of the Station; those operations,  including
complete control and supervision of all of the Station's programs, employees and
policies, shall be the sole responsibility of Seller.

         6.6        Accounts Receivable.
                    -------------------
              
           (a) At the Closing,  Seller will designate  Buyer as its agent solely
for the purposes of collecting the Accounts  Receivable.  Buyer will collect the
Accounts  Receivable  during the period beginning on the Closing Date and ending
on the 180th day after the Closing Date (the "Collection  Period") with the same
care and diligence  Buyer uses with respect to its own accounts  receivable  and
hold all such Accounts Receivable in trust for Seller until remitted by Buyer to
the  Indemnification  Escrow Agent or the Collections  Account  pursuant hereto.
Buyer  shall  not  make  any  referral  or  compromise  of any  of the  Accounts
Receivable  to a  collection  agency or attorney  for  collection  and shall not
settle or  adjust  the  amount of any of the  Accounts  Receivable  without  the
written  approval of Seller.  If, during the Collection  Period,  Buyer receives
monies from an account  debtor of Buyer that is also an account debtor of Seller
with respect to any Accounts Receivable, Buyer shall credit the sums received to
the oldest  account  due,  except  where an account is  disputed  by the account
debtor as properly due, and the account debtor has so notified Buyer in writing,
in which case, payments received shall be applied in accordance with the account
debtor's  instructions;  provided  that upon  resolution  of such dispute if any
amounts in dispute are received by Buyer,  Buyer shall remit such amounts to the
Indemnification  Escrow  Agent  in  accordance  with  the  Indemnification  Fund
Agreement up to the amount of the Additional Indemnification Amount Deposit and,
thereafter, to the Collections Account.

           (b) On the  ninetieth  (90th)  day after the  Closing  Date and on or
before the fifth Business Day after the end of each full fifteen (15) day period
thereafter during the Collection

<PAGE>
                                     - 45 -

Period,  Buyer shall deliver to Seller a list of the amounts  collected by Buyer
before the end of such period with  respect to the  Accounts  Receivable.  On or
before the fifth  Business  Day after the end of the  Collection  Period,  Buyer
shall  deliver to Seller a list of all of the  Accounts  Receivable  that remain
uncollected.

           (c) Seller shall establish and maintain during the Collection  Period
(and for as long after the Collection Period as Seller deems appropriate) a bank
account (the "Collections  Account") at a commercial bank in Las Vegas,  Nevada,
as notified in writing by Seller to Buyer for the deposit of  collections of the
Accounts  Receivable in accordance with this Section 6.6. Seller shall have sole
disbursement authority over the Collections Account. On the ninetieth (90th) day
after  the  Closing  Date (or if such  day is not a  Business  Day,  on the next
succeeding  Business  Day),  Buyer  shall (i) deposit  with the  Indemnification
Escrow  Agent  pursuant  to  the  Indemnification  Fund  Agreement  all  amounts
collected with respect to any Accounts  Receivable,  not to exceed the lesser of
(A) One Million Five Hundred Thousand Dollars  ($1,500,000) or (B) the amount of
the Closing Date Estimated Accounts Receivable (the  Additional  Indemnification
Amount  Deposit) and (ii) deposit in the Collections  Account any other Accounts
Receivable  collected  by Seller  as of such  date.  On and after the  ninetieth
(90th)  day after the  Closing  Date  until the  expiration  of the  Collections
Period,  within five (5) Business  Days of the end of each full fifteen (15) day
period,  Buyer shall deposit all amounts  collected with respect to the Accounts
Receivable with the Indemnification Escrow Agent pursuant to the Indemnification
Fund Agreement until the total of all amounts deposited pursuant to the previous
sentence and this sentence equals the Additional  Indemnification Amount Deposit
and, thereafter, in the Collections Account. Seller shall be entitled to dispose
of all amounts  deposited  in the  Collections  Account  from time to time as it
chooses, in its sole discretion,  and Buyer and the Indemnification Escrow Agent
shall have no rights therein.

           (d) After the expiration of the Collection  Period,  Buyer shall have
no further  obligation  hereunder other than (1)

<PAGE>
                                     - 46 -

so long as Seller continues to maintain the Collections  Account,  to deposit in
such account any payments  with respect to any of the Accounts  Receivable  that
Buyer subsequently receives, and (2) thereafter, to remit directly to Seller any
payments with respect to any of the Accounts  Receivable that Buyer subsequently
receives.

           (e) Any Accounts Receivable remaining  uncollected 180 days after the
Closing Date shall be transferred to Seller,  together with all files concerning
the  collection or attempt to collect such Accounts  Receivable  hereunder,  and
Buyer shall thereafter have no further responsibility with respect thereto.

           (f) Buyer shall have no right to set-off any  amounts  collected  for
Accounts  Receivable against any amounts owed to Buyer by Seller;  provided that
this  Section  6.6(f)  shall  not be  deemed to limit the right of Buyer to make
claims against the  Indemnification  Amount in accordance  with, and subject to,
the terms and conditions of this Agreement.

         6.7        Access  to  Books  and Records.   Seller shall provide Buyer
access and the right to copy for a period of seven years from the  Closing  Date
any books and  records  relating  to the Assets but not  included in the Assets.
Buyer shall  provide  Seller  access and the right to copy for a period of seven
years after the Closing  Date any books and records  relating to the Assets that
are included in the Assets.

         6.8        Employee  Matters.   The  following  provisions  shall apply
exclusively  for the sole benefit of the parties to this  Agreement  and not for
the benefit of any other Person, including any employee of Seller:

           (a) Effective as of the Closing Date, Buyer shall offer employment to
each employee of Seller who is employed at the Station  immediately prior to the
Closing  Date  (collectively,  the  "Assumed  Employees").  Except as  otherwise
provided in this Section 6.8,  the Buyer shall offer  employment  to the Assumed
Employees  on  terms  and  conditions  that  are  substantially  similar  in the
aggregate to the terms and conditions of employment of



<PAGE>

                                     - 47 -

employees of SBGI and its affiliates as of the Closing Date. Seller acknowledges
that Buyer is not assuming any  employment  agreements to which Seller or any of
its Affiliates is a party.  To the fullest extent  permitted by applicable  law,
each Assumed Employee shall receive credit for past service with Seller,  to the
extent  credited by the Seller as of the Closing  Date,  for all purposes  under
Buyer's benefits plans;  provided,  however, that Buyer shall not be required to
provide  any  Assumed  Employee  with  credit  for  service  with the Seller for
purposes of benefit  accrual under any defined benefit pension plan sponsored or
maintained  by  Buyer.   Notwithstanding  the  foregoing,   subject  to  Buyer's
liabilities and obligations pursuant to any of the Assumed Contracts, nothing in
this Section 6.8 is intended to guarantee  employment for any Assumed  Employees
for any minimum period of time after the Closing Date.

           (b)  Buyer   shall   offer  and   provide   and  shall   assume  full
responsibility and liability for offering and providing  "Continuation Coverage"
to any "Qualified Beneficiary" who is covered by a "Group Health Plan" sponsored
or  contributed  to by Seller or any entity  required to be combined with Seller
(within  the  meaning  of  Sections  414(b)  or (c) of the  Code)  and  who  has
experienced a "Qualifying Event" or is receiving  "Continuation  Coverage" on or
prior to the Closing Date.  Buyer shall offer and provide such coverage  without
regard to any  limitation  on Seller's  obligation  to provide such  coverage by
reason of Seller's  termination of any Group Health Plan on or after the Closing
Date. "Continuation  Coverage," "Qualified Beneficiary,"  "Qualifying Event" and
"Group  Health Plan" all shall have the meanings  given such terms under Section
4980B of the Code and Section 601 et seq. of ERISA.

           (c) Buyer shall offer health plan  coverage to all Assumed  Employees
under  the  terms  and  conditions   generally  applicable  to  Buyer's  or  its
Affiliates'  employees as of the Closing  Date.  For purposes of providing  such
coverage,  Buyer  shall  waive all  preexisting  condition  limitations  for all
Assumed  Employees  covered by Seller's group health plan as of the Closing Date
(to the extent permitted under Buyer's group health plan) and shall provide such
health care coverage effective as of the

<PAGE>
                                     - 48 -

Closing Date without the application of any eligibility period for coverage.  In
addition,  Buyer  shall  credit all  employee  payments  toward  deductible  and
co-payment obligations limits under Seller's health care plans for the plan year
which  includes the Closing  Date as if such  payments had been made for similar
purposes under Buyer's health care plans during the plan year which includes the
Closing Date, with respect to the Assumed Employees.

           (d) Buyer shall grant Assumed  Employees  credit for and shall assume
and be responsible for any liabilities with respect to accrued sick and personal
leave and  earned  vacation  time  (which  vacation  time  shall be  subject  to
proration and adjustment as provided for in Section 2.5(a) above) by any Assumed
Employees as of the Closing Date.

           (e) Buyer agrees that Seller may inform its employees  that Buyer has
agreed that the Assumed  Employees will be offered  employment and the terms and
conditions  relating  to  such  employment  as  provided  in this  Section  6.8;
provided,  however,  that  Buyer  shall have the right to  approve  any  written
statement to be made by Seller in connection therewith prior to the rendering or
transmittal of any such statement.

           (f) Seller shall be responsible for and shall pay all amounts owed to
(i) any  employees  who have not become  Assumed  Employees and (ii) any Assumed
Employees  for services  performed  prior to the  Closing,  except in respect of
Assumed  Employees  for accrued  sick leave and for accrued  vacation  pay (with
respect  to  which  no  cash  payment  is  or  may  be  due  to  any  employee).
Notwithstanding the foregoing, however, after the Closing, Buyer shall be solely
responsible for wages, benefits and any employment related claims brought by any
Assumed  Employee against Buyer or Seller by reason of Buyer's acts or omissions
in connection with such employment or the termination thereof, to the extent any
such  liability  or  claims is  attributable  to a period  commencing  after the
Closing Date.

           (g) At Buyer's request,  Seller shall use all commercially reasonable
efforts to obtain the  assignment  to Buyer

<PAGE>
                                     - 49 -

of the  Employment  Agreement  dated December 21, 1993, by and between Las Vegas
Channel 21, Inc. and Martin S. Sokoler (the  "Employment  Agreement") and all of
the assigning party's rights and obligations  thereunder to the extent permitted
by the terms  thereof,  and Buyer shall accept such  assignment  and assume such
obligations.  Notwithstanding  the foregoing,  Seller shall, and shall cause its
general partner to, at Buyer's request and in consultation  with Buyer,  use all
commercially  reasonable  efforts to obtain  from Mr.  Sokoler,  pursuant to the
Employment Agreement, an executed non-competition agreement, to be substantially
on the same terms as the form of  non-competition  agreement  attached hereto as
Exhibit 8.2(k),  provided that the term of such non- competition agreement shall
not be longer  than six months  from the date of Mr.  Sokoler's  termination  of
employment,  if any.  Seller  shall,  and shall  cause its  general  partner to,
cooperate  with Buyer,  if  requested  by Buyer,  in  attempting  to enforce the
applicable   provisions   of  the   Employment   Agreement   relating   to  such
non-competition  agreement;  provided  that  such  enforcement  shall  be at the
expense of Buyer.

         6.9        Cure.   For all purposes under this Agreement, the existence
or occurrence of any events or circumstances that constitutes or causes a breach
of  a  representation  or  warranty  of  Buyer  or  Seller  (including,  without
limitation, under the information disclosed in the Schedules hereto) on the date
such  representation  or  warranty is made shall be deemed not to  constitute  a
breach of such representation or warranty if such event or circumstance is cured
in all material  respects on or prior to the Closing Date.  Without limiting the
foregoing,  Buyer or Seller shall promptly  notify the other party hereto of the
existence or occurrence of any events or  circumstances  that would cause any of
the conditions to the notifying  party's  obligations  at Closing  hereunder set
forth in Section 7.1 or 7.2, as the case may be  (collectively,  the "Conditions
Precedent"),  to not be  fulfilled  and such other party shall have the right to
cure such event or circumstance on or prior to the Closing Date.

         6.10       Other Acquisitions.   Without  limiting any other provisions
of this  Agreement,  prior to the Closing,  without the prior written consent of
Seller,  neither SBGI, Buyer nor any of

<PAGE>
                                     - 50 -
their respective Affiliates or any party acting,  directly or indirectly,  by or
on behalf of any of them (the "Buyer  Parties")  shall  acquire or enter into an
agreement to acquire a  television  station in the Las Vegas DMA or enter into a
Management  Arrangement or Option. Buyer shall promptly notify Seller in writing
of any violation of this Section 6.10.

         6.11       Interruption of Broadcast Transmission.
                    --------------------------------------

           (a) In the event of any loss,  damage or impairment,  confiscation or
condemnation  of any of the Assets prior to the  completion  of the Closing that
interferes with the normal  operation of the Station,  Seller shall notify Buyer
of same in writing  immediately,  specifying with particularity the loss, damage
or impairment,  confiscation or  condemnation  incurred,  the cause thereof,  if
known or  reasonably  ascertainable,  and the insurance  coverage.  Seller shall
apply the  proceeds of any  insurance  policy,  judgment  or award with  respect
thereto and take such other commercially  reasonable  actions,  as determined in
its sole discretion,  as are necessary to repair, replace or restore such Assets
to their  prior  condition  as soon as  possible  after  such  loss,  damages or
impairment, confiscation or condemnation.

           (b) If before the Closing Date,  due to damage or  destruction of the
Assets the regular broadcast transmission of the Station in the normal and usual
manner is interrupted for a period of 12 continuous hours or more,  Seller shall
give prompt  written  notice  thereof to Buyer.  If on the Closing Date,  due to
damages or destruction of the Assets the regular  broadcast  transmission of the
Station in the  normal and usual  manner is  interrupted  such that the  regular
broadcast  signal of such Station  (including its effective  radiated  power) is
diminished  in any  material  respect,  then (i) Seller shall  immediately  give
written notice thereof to Buyer;  and (ii) either,  and both of, Seller or Buyer
shall have the right,  by giving prompt written notice to the other, to postpone
the Closing Date for a period of up to 90 days.

           (c) In the event the Station's normal and usual  transmission has not
been  resumed by the Closing  Date as 

<PAGE>
                                     - 51 -

postponed pursuant to section (b) above,  either Buyer or Seller may pursuant to
Section  9.1(e),  terminate this Agreement by written notice to the other party.
Notwithstanding  the foregoing,  however,  Buyer may, at its option,  proceed to
close this Agreement and complete the restoration and replacement of any damaged
Assets after the Closing  Date, in which event Seller shall deliver or assign to
Buyer all insurance or other  proceeds  received in connection  therewith to the
extent such proceeds are received by or payable to Seller and have not therefore
been used in or committed to the  restoration or replacement of the Assets,  but
Seller  shall  have no other  liability  or  obligation  to Buyer in  connection
therewith.

           (d) If before the Closing Date,  due to damage or  destruction of the
Assets the regular broadcast transmission of the Station in the normal and usual
manner is interrupted for a period of seven (7) continuous days or more,  Seller
shall give prompt written notice thereof (the  "Interruption  Notice") to Buyer.
Upon receipt of the Interruption Notice, Buyer shall have the right, in its sole
and absolute  discretion,  by giving  prompt  written  notice  thereof to Seller
within  two  (2)  Business  Days  of the  date of the  Interruption  Notice,  to
terminate this Agreement with the effect specified in Section 9.2(b)(1) hereof.

           (e) Until  the  Closing  Date,  Seller  will  maintain  the  existing
insurance policies listed in Schedule 3.11 on the Station and the Assets.

         6.12       Ownership Interests in Seller. Buyer acknowledges and agrees
that the limited  partners  (collectively,  the "Limited  Partners") and General
Partner of Seller shall have the right to transfer their respective  limited and
general  partnership  interests  in Seller,  and that the  equity  owners of the
Limited  Partners and the General Partner shall have the right to transfer their
respective equity ownership interests therein,  to charitable  remainder trusts;
provided,  however, that as a result of any such transfers,  the consummation of
the transactions 

<PAGE>
                                     - 52 -

contemplated  by this  Agreement is not adversely  affected,  the parties hereto
specifically  acknowledging  and  agreeing  that  an  immaterial  delay  to  the
consummation of the transactions  contemplated by this Agreement  resulting from
amendments to the parties'  applications  for the FCC Consent as a result of any
such transfers shall not be deemed a violation or breach of this Section 6.12.

         6.13       Estoppel Certificate.   Seller  shall use reasonable efforts
to deliver to Buyer at the Closing an  estoppel  certificate  from the  landlord
under the  Lease,  certifying  a copy of the Lease and  stating  that all rental
payments  due  thereunder  are current and, to the  knowledge of such  landlord,
there are no defaults under such Lease.

         6.14       FCC Applications. Between the date of this Agreement and the
Closing Date,  Seller shall use commercially  reasonable  diligence to prosecute
each of the FCC Applications.

         6.15       Executed Copies of the Assumed Contracts.  Seller  shall use
its  reasonable  efforts to obtain fully  executed  counterparts  of each of the
Assumed  Contracts of which it does not have a fully  executed  counterpart,  as
requested by Buyer,  and,  upon the request of Buyer,  promptly  deliver  copies
thereof to Buyer.

         6.16       Representation Agreement.  Within three (3) days of the date
on which Seller  receives a written  request (the  "Termination  Request")  from
Buyer to give a Termination  Notice,  as defined in that certain  Representation
Agreement dated June 27, 1994 by and between  Seltel,  Inc. and Channel 21, L.P.
(the  "Seltel  Agreement"),  Seller  shall give such  Termination  Notice.  Such
Termination Request shall not be given by Buyer earlier than the eleventh (11th)
day after the date of this Agreement. Notwithstanding anything in this Agreement
to the  contrary,  if the  termination  pursuant to such  Termination  Notice is
effective  on or before the Closing  Date or if the Closing  hereunder  does not
occur for any reason, Seller shall use commercially  reasonable efforts to enter
into a  representation  agreement  with  respect to the  Station(the  "Successor
Representation   Agreement")   with  a   representation   firm  (the  "Successor
Representation  Firm"),  such  Agreement  to be subject to the consent of Buyer,
such  consent not to be  unreasonably  withheld,  and Buyer shall pay to

<PAGE>
                                     - 53 -

Seller,  promptly  upon  request  therefor,  an amount  equal to the  difference
between (A) the payments due by Seller pursuant to Section  5.2(a)(ii) and (iii)
of the Seltel  Agreement,  minus (B) the amounts,  if any,  which the  Successor
Representation   Firm  undertakes  to  pay  in  connection  with  the  Successor
Representation  Agreement.  Notwithstanding  the  foregoing and anything in this
Agreement  to the  contrary,  if the  termination  pursuant to such  Termination
Notice is effective  after the Closing  Date,  any  payments  due under  Section
5.2(a)(ii)  or (iii) of the  Seltel  Agreement  shall be paid by Buyer and Buyer
shall have no claim against Seller for such payments.  Notwithstanding  anything
to the  contrary  contained  in  this  Agreement,  payments  due  under  Section
5.1(a)(i) of the Seltel  Agreement  shall be prorated  between  Seller and Buyer
based upon their respective  period of ownership before the Termination Date and
Calculation  Date (as  defined  in the  Seltel  Agreement)  such that  Seller is
responsible for National Spot  Advertising (as defined in the Seltel  Agreement)
broadcast on the Station  before the Closing Date and Buyer shall be responsible
for National Spot Advertising  broadcast on the Station on and after the Closing
Date.

         6.17       Certain Contracts.  Neither Seller nor any of its Affiliates
nor any party  acting,  directly or  indirectly,  by or on behalf of any of them
(the "Seller  Parties")  will enter into any  Contract of the type  specified on
Schedule  3.7A unless such  Contract  provides for the  assignment,  transfer or
conveyance thereof to Buyer (or its assigns) upon the Closing or the termination
of this Agreement as a result of a willful and  intentional  breach by Seller of
its obligations hereunder. Promptly upon any of the Seller Parties entering into
any Contract of the type specified on Schedule  3.7A,  Seller will provide Buyer
with written notice thereof. Following any written request of Buyer delivered in
accordance  with  Section  3.7A,   either  at  Closing  or  promptly   following
termination of this Agreement as a result of a willful and intentional breach by
Seller  of its  obligations  hereunder,  Seller  will  assign,  or  cause  to be
assigned,  to Buyer (or its  assigns) all rights and  obligations  of the Seller
Parties  arising  in  connection  with any  Contract  of the type  specified  in
Schedule 3.7A; provided that pursuant to documentation  reasonably  satisfactory
to the Seller 

<PAGE>
                                     - 54 -

Parties:  (i) SBGI will (or will cause its assigns to)  reimburse  the assigning
party for its  out-of-pocket  disbursements  in connection  with such  Contract,
including all amounts paid by any Seller Party to any party with whom it entered
into such Contract in  consideration  for entering into such Contract;  and (ii)
SBGI will (or will cause its assigns to) indemnify and hold harmless each Seller
Party and any party with whom any Seller Party  entered into such  Contract,  in
respect of the  failure or alleged  failure of Buyer (or its  assigns) to comply
with its obligations under any such Contract  following  assignment to Buyer (or
its assigns).

SECTION 7.          CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER
                    ---------------------------------------------

         7.1        Conditions to Obligations of Buyer. All obligations of Buyer
at the Closing  hereunder are subject,  at Buyer's  option,  to the  fulfillment
prior to or at the Closing Date of each of the following conditions:

           (a) Representations  and Warranties.  Each of the representations and
warranties of Seller  contained in this  Agreement  shall be true and correct at
and as of the Closing Date as though made at and as of that time,  except (1) to
the extent any such  representation or warranty is expressly stated only as of a
specified earlier date or dates, in which case such  representation and warranty
shall be true, as of such earlier  specified  date or dates (subject to clause 3
below),  (2) for changes  which are permitted or  contemplated  pursuant to this
Agreement  or (3) to the  extent  that the  failure of the  representations  and
warranties of Seller  contained in this  Agreement to be true and correct at and
as of the Closing  Date as though made at and as of that time,  or, with respect
to representations  and warranties stated only as of a specified earlier date or
dates, to be true and correct as of such earlier specified date or dates,  would
in either case not result in losses,  liabilities  or damages to Buyer in excess
of $1,500,000.

           (b)  Covenants  and  Conditions.  Seller  shall  have  performed  and
complied in all material respects with all covenants,  agreements and conditions
required by this Agreement

<PAGE>
                                     - 55 -

to be performed or complied with by it prior to or on the Closing Date.

           (c) Required Consents. All Required Consents shall have been obtained
and delivered to Buyer.

           (d) FCC  Consent.  The FCC Consent  shall have been granted and shall
have become a Final Order.

           (e) HSR Act. The waiting  period under the HSR Act shall have expired
or terminated  without  adverse  action by DOJ or the FTC to prevent the Closing
and there shall not be pending any action or request for information  instituted
by the FTC or the DOJ under the HSR Act.

           (f) Legal Proceedings. No injunction,  restraining order or decree of
any nature of any court or  governmental  authority  of  competent  jurisdiction
shall be in effect  which  restrains or prohibits  Buyer from  consummating  the
transactions contemplated by this Agreement.

           (g)  Deliveries.  Seller shall have made or stand willing to make all
the deliveries to Buyer described in Section 8.2.

         7.2   Conditions to Obligations of Seller. All obligations of Seller at
the Closing hereunder are subject,  at Seller's option, to the fulfillment prior
to or at the Closing Date of each of the following conditions:

           (a)   Representations   and  Warranties.   The   representations  and
warranties of Buyer  contained in this  Agreement,  considered in the aggregate,
shall be true and correct in all material respects at and as of the Closing Date
as  though  made at and as of that  time,  except  (1) to the  extent  any  such
representation  or warranty is expressly  stated only as of a specified  earlier
date or dates, in which case such  representation and warranty shall be true and
accurate in all material  respects as of such earlier specified date or dates or


<PAGE>
                                     - 56 -

(2) for changes are permitted or contemplated pursuant to this Agreement.

           (b) Covenants and Conditions. Buyer shall have performed and complied
in all material respects with all covenants,  agreements and conditions required
by this  Agreement  to be  performed  or complied  with by it prior to or on the
Closing Date.

           (c)  Required  Consents.   All  Required  Consents  shall  have  been
obtained.

           (d) FCC Consent. The FCC Consent shall have been granted.

           (e) HSR Act. The waiting  period under the HSR Act shall have expired
or terminated  without  adverse  action by DOJ or the FTC to prevent the Closing
and there shall not be pending any action or request for information  instituted
by the FTC or the DOJ under the HSR Act.

           (f) Legal Proceedings. No injunction,  restraining order or decree of
any nature of any court or  governmental  authority  of  competent  jurisdiction
shall be in effect which  restrains or prohibits  Seller from  consummating  the
transactions contemplated by this Agreement.

           (g)  Deliveries.  Buyer shall have made or stand  willing to make all
the deliveries described in Section 8.3.

SECTION 8.          CLOSING AND CLOSING DELIVERIES

         8.1        Closing.
                    -------

           (a) Closing Date.

               (1) Subject to (i) the satisfaction or, to the extent permissible
by law, waiver (by the party for whose benefit the closing condition is imposed)
on the date scheduled for Closing of the closing conditions described in Article
7 hereof

<PAGE>
                                     - 57 -

and (ii) the  provisions  of  Article  9 hereof,  the  parties  hereto  shall be
obligated to consummate the transactions  contemplated  hereby at the Closing of
this Agreement,  which shall take place at 10:00 a.m., Washington,  D.C. time on
the date specified by Seller to Buyer,  which is not less than ten (10) nor more
than fifteen (15) days following the date the FCC Consent becomes a Final Order;
provided, however, if the date the FCC Consent becomes a Final Order is prior to
June 30, 1997,  Buyer may elect that the Closing be postponed until July 1, 1997
by written  notice  given to Seller  within 10 days of the date the FCC  Consent
becomes a Final Order.  If any date  specified for the Closing is not a Business
Day, the Closing shall take place on the next Business Day.

               (2)  Notwithstanding  the  foregoing,  if on the  date  otherwise
scheduled for the Closing  pursuant to the preceding  paragraph,  the conditions
precedent set forth in Sections 7.1(c), 7.1(e), 7.1(f), 7.2(c), 7.2(e) or 7.2(f)
hereof have not been satisfied, the party for whose benefit such conditions have
been imposed may elect to postpone the Closing, and the Closing shall thereafter
take place on a date  specified by prior written  notice from such party,  which
date shall be not less than ten (10) days nor more than  fifteen (15) days after
the satisfaction or waiver of such conditions precedent.  The parties shall seek
extensions of any FCC Consent that may be required for any such  postponement of
the Closing.

               (3)  Notwithstanding  the  foregoing,  if, on the date  otherwise
scheduled for Closing  pursuant to Section  8.1(a)(1) or (2), the  circumstances
set forth in Section 6.11 are applicable, the Closing Date shall be postponed to
the date specified in such Section. The parties shall seek extensions of any FCC
Consent that may be required for any such postponement of Closing.

               (4) In no event  shall the  Closing  hereunder  occur  later than
February 2, 1998,  except as provided above in Section  8.1(a)(3) and in Section
9.1.

<PAGE>
                                     - 58 -

           (b) Closing  Place.  The Closing shall be held at the offices of Dow,
Lohnes  &  Albertson,   PLLC,  1200  New  Hampshire  Avenue,  N.W.,  Suite  800,
Washington,  D.C.  20036,  or any other  place that is agreed  upon by Buyer and
Seller.

         8.2       Deliveries by Seller. Prior to or on the Closing Date, Seller
shall  deliver to Buyer the  following  documents  (collectively,  the "Seller's
Ancillary  Documents"),  in form and substance reasonably  satisfactory to Buyer
and its counsel:

           (a)  Conveyancing  Documents.  Duly executed  general  warranty deeds
(subject,   however,  to  any  limitations  on  representations  of  Seller  and
indemnification  obligations  of Seller set forth in this  Agreement),  bills of
sale and assignments conveying the Assets to the Buyer;

           (b) Officer's  Certificate.  A  certificate,  dated as of the Closing
Date, executed by an officer of the General Partner of Seller, certifying, after
due  inquiry,  but  without  personal  liability,  to  the  fulfillment  of  the
conditions set forth in Sections 7.1(a) and 7.1(b);

           (c) Secretary's Certificate.  A certificate,  dated as of the Closing
Date,  executed by the  Secretary of the General  Partner of Seller,  certifying
that the resolutions, as attached to such certificate,  were duly adopted by the
Board of Directors  and  shareholders  (if  required) of the General  Partner of
Seller,  authorizing  and  approving  the  execution of this  Agreement  and the
consummation of the transactions  contemplated  hereby and that such resolutions
remain in full force and effect;

           (d)  Consents.  A  copy  of any  instrument  evidencing  any  Consent
received;

           (e) Releases.  Any mortgage  discharges or releases of liens that are
necessary  in order for the Assets to be free and clear of all liens,  mortgages
or security  interests,  other than the Permitted Liens or a pay-off letter from
Seller's  senior lenders  providing for, and obligating such Lenders to provide,
such discharges and releases upon payment by Seller of the 

<PAGE>
                                     - 59 -

obligations  owed to such lenders with the  proceeds of the  Estimated  Purchase
Price on the Closing Date;

           (f) Opinion of Counsel. An opinion of Dow, Lohnes & Albertson,  PLLC,
dated the Closing Date, substantially in the form of Exhibit 8.2(f) hereto;

           (g) Good Standing Certificates.  Certificates as to the formation and
good standing of Seller and the General Partner issued by the Secretary of State
of the State of Nevada and certificates  issued by the appropriate  governmental
authorities  in each  jurisdiction  in which Seller and the General  Partner are
qualified to do  business,  dated not more than ten (10) days before the Closing
Date;

           (h)  Indemnification   Fund  Agreement  and  Escrow  Agreement.   The
Indemnification  Fund  Agreement  and Escrow  Agreement,  each duly  executed by
Seller;

           (i)  Assignment  and   Assumption   Agreement.   The  Assignment  and
Assumption  Agreement,  substantially  in the form of Exhibit 8.2(i) hereto (the
Assignment and Assumption Agreement), duly executed by Seller;

           (j) Officer's  Certificate.  A  certificate,  dated as of the Closing
Date, executed by an officer of the General Partner of Seller, certifying, after
due inquiry, but without personal liability, that neither Seller nor the Station
nor any of the Assets is subject to any judgment, writ, order, injunction, award
or decree by any court,  arbitrator  or  governmental  authority,  including any
administrative  agency,  specifically  applicable  thereto,  that  would  have a
material adverse effect on the business or operations of the Station; and

           (k)   Non-Competition    Agreements.    Non-Competition   Agreements,
substantially in the form of Exhibit 8.2(k) hereto, duly executed by each of the
Persons listed in Schedule 8.2(k) hereto.


<PAGE>
                                     - 60 -

         8.3        Deliveries by Buyer.  Prior to or on the Closing Date, Buyer
shall  deliver to Seller the  following  documents  (collectively,  the "Buyer's
Ancillary  Documents" and, together with the Seller's Ancillary  Documents,  the
"Ancillary Documents"),  in form and substance reasonably satisfactory to Seller
and its counsel:

           (a) Closing Payment. The payments described in Section 2.6(a);

           (b) Officer's  Certificate.  A  certificate,  dated as of the Closing
Date, executed on behalf of Buyer by an officer of Buyer, certifying,  after due
inquiry,  but without personal  liability,  to the fulfillment of the conditions
set forth in Sections 7.2(a) and 7.2(b);

           (c) Secretary's Certificate.  A certificate,  dated as of the Closing
Date,  executed by  Secretary  of Buyer,  certifying  that the  resolutions,  as
attached  to such  certificate,  were duly  adopted  by Board of  Directors  and
shareholders (if required) of the Buyer, authorizing and approving the execution
of this Agreement and the consummation of the transactions  contemplated  hereby
and that such resolutions remain in full force and effect;

           (d)  Assignment  and   Assumption   Agreement.   The  Assignment  and
Assumption Agreement, duly executed by Buyer;

           (e)  Opinion of  Counsel.  An opinion of Buyer's  counsel,  dated the
Closing Date, substantially in the form of Exhibit 8.3(e) hereto;

           (f) Good Standing Certificate.  A certificate as to the existence and
good  standing  of Buyer  issued  by the  Secretary  of  State  of the  State of
organization  of Buyer,  dated not more than ten (10) days  before  the  Closing
Date, and certificates  issued by the appropriate  governmental  authority as to
the  qualification  of Buyer to do business in each  jurisdiction  in which such
qualification  is necessary for Buyer to own the Assets and operate the Station;
and

<PAGE>
                                     - 61 -

           (g)  Indemnification   Fund  Agreement  and  Escrow  Agreement.   The
Indemnification  Fund  Agreement  and Escrow  Agreement,  each duly  executed by
Buyer.

SECTION 9.          TERMINATION

         9.1        Termination of Agreement.  This Agreement may be terminated:

           (a) at any time by mutual written consent of Buyer and Seller;

           (b) by either  Buyer or Seller,  if the  terminating  party is not in
default  or  breach  in any  material  respect  of its  obligations  under  this
Agreement, if the Closing hereunder has not taken place on or before February 2,
1998,  except where  Closing has been  postponed  pursuant to the  provisions of
Sections  6.11(b) or 8.1(a)(3),  in which case the applicable date shall be upon
the  expiration  of  the  90 day  period  referred  to in  Sections  6.11(b)  or
8.1(a)(3);

           (c) by Seller,  if Seller is not in default or breach in any material
respect  of its  obligations  under this  Agreement,  if all the  conditions  in
Section 7.2  have not been  satisfied  or waived by the date  scheduled  for the
Closing  pursuant  to  Section 8.1  (as such date may be  postponed  pursuant to
Sections 6.11 or 8.1);

           (d) by Buyer,  if Buyer is not in default  or breach in any  material
respect of its obligations under this Agreement, if all the conditions set forth
in  Section 7.1  have not been satisfied or waived by the date scheduled for the
Closing  pursuant  to Section  8.1 (as such date may be  postponed  pursuant  to
Sections 6.11 or 8.1);

           (e) by Buyer or Seller, pursuant to Section 6.11; or

           (f) by  Seller,  if  Buyer  should  fail for any  reason  to make any
payment required  pursuant to Section 2.3 hereof at the

<PAGE>
                                     - 62 -

times and in the amounts  specified  therein or violate or breach the provisions
of Section 6.10 hereof.

               Notwithstanding  anything in this Section 9.1 to the contrary, if
on February 2, 1998 (or any extended date as provided in Section 8.1(a)(3)), the
Closing has not occurred  solely because any required  notice period for Closing
has not lapsed, such date shall be extended until the lapse of such period.

         9.2        Procedure and Effect of Termination.
                    -----------------------------------

           (a) In the event of  termination  of this Agreement by either or both
of Buyer  and/or  Seller  pursuant to Sections  6.11(d)  or 9.1  hereof,  prompt
written  notice  thereof  shall  forthwith  be given to the other party and this
Agreement  shall  terminate and the  transactions  contemplated  hereby shall be
abandoned  without further action by any of the parties  hereto,  but subject to
and without  limiting any of the rights of the parties  specified  herein in the
event a party is in default or breach in any material respect of its obligations
under this Agreement. If this Agreement is terminated as provided herein:

               (1)  None  of the  parties  hereto  nor any of  their  respective
partners, directors,  officers,  shareholders,  employees, agents, or Affiliates
including any shareholder,  director,  officer,  employee, agent or Affiliate of
the  General  Partner  of the  Seller)  shall  have  any  liability  or  further
obligation  to the other party or any of their  partners,  directors,  officers,
shareholders,  employees,  agents or Affiliates  pursuant to this Agreement with
respect to which  termination  has occurred,  except for Seller and/or Buyer, as
the case may be (but not  including  Seller's  or Buyer's  partners,  directors,
officers,  shareholders,  employees,  agents, or Affiliates (or any shareholder,
director,  officer,  employee,  agent or Affiliate of the General Partner of the
Seller)),  as stated in Sections 3.18,  4.5, 6.4, 6.16,  9.2(b) and 11.1 hereof;
and

<PAGE>
                                     - 63 -

               (2) All filings,  applications and other submissions  relating to
the transactions contemplated hereby as to which termination has occurred shall,
to the extent practicable, be withdrawn from the agency or other Person to which
made.

           (b) (1) If this Agreement is terminated  pursuant to Sections 9.1 and
Seller shall be in breach in a material  respect of any of its  representations,
warranties,  covenants,  agreements or obligations  set forth in this Agreement,
then and in that event,  the Purchase  Price Deposit and the Escrow Amount shall
be  returned  to Buyer and Buyer  shall  have the right to pursue  all  remedies
available  hereunder or at law or equity,  including,  without  limitation,  the
right to seek specific  performance  and/or monetary damages.  In recognition of
the unique  character of the property to be sold hereunder and the damages which
Buyer will suffer in the event of a breach by Seller,  Seller  hereby waives any
defense  that  Buyer  has an  adequate  remedy  at law  for the  breach  of this
Agreement by Seller;

               (2) If this  Agreement is terminated  pursuant to Section 9.1 and
Buyer  shall  be  in  breach  in a  material  respect  of  its  representations,
warranties,  covenants,  agreements or obligations  set forth in this Agreement,
then and in that event, Seller shall have the right to retain the Purchase Price
Deposit  and  receive  payment of the  Escrow  Amount  from the Escrow  Agent as
liquidated  damages and as the exclusive  remedy of Seller as a  consequence  of
Buyer's  default  (which  aggregate  amount the  parties  agree is a  reasonable
estimate  of the  damages  that  will be  suffered  by Seller as a result of the
default  by  Buyer  and  does not  constitute  a  penalty,  the  parties  hereby
acknowledging  the inconvenience  and  nonfeasibility of otherwise  obtaining an
adequate remedy);

               (3)  Notwithstanding  anything in this Agreement to the contrary,
if this Agreement is terminated  pursuant to Section 9.1(f) by Seller,  then and
in that event,  Seller shall have the right to retain the Purchase Price Deposit
and receive  payment of the Escrow  Amount from the Escrow  Agent as  liquidated
damages  and as the  exclusive  remedy  of Seller as a  consequence 

<PAGE>
                                     - 64 -

of Buyer's failure to make the payments required under Section 2.3 hereof at the
times  and in the  amounts  specified  therein  or  violation  or  breach of the
provisions of Section 6.10 hereof (which aggregate amount the parties agree is a
reasonable  estimate of the damages  that will be suffered by Seller as a result
of Buyer's  failure  and does not  constitute  a  penalty,  the  parties  hereby
acknowledging  the inconvenience  and  nonfeasibility of otherwise  obtaining an
adequate remedy);

               (4)  Notwithstanding  anything in this Agreement to the contrary,
if this  Agreement is terminated  pursuant to Section 9.1(a) or (e), then and in
that event,  the Purchase  Price Deposit and the Escrow Amount shall be returned
to Buyer and  except in the case of  termination  under  Section  9.1(e),  where
Seller  shall  be in  breach  in a  material  respect  of  its  representations,
warranties,  covenants or agreements or obligations set forth in this Agreement,
Buyer  shall have no further  rights,  whether at law or equity,  as a result of
such a termination of this Agreement.

               (5) Without  limiting the  generality  of the  foregoing,  or any
applicable  law,  neither  Buyer  nor  Seller  may  rely on the  failure  of any
condition  precedent  set forth in  Article 7 to be  satisfied  as a ground  for
termination  of this  Agreement by such party if such failure was caused by such
party's  failure to act in good faith,  or a breach of or failure to perform its
representations,  warranties,  covenants or other obligations in accordance with
the terms hereof; and

               (6)  Notwithstanding  the provisions of Sections  9.2(b) (2), (3)
and (4) above, or anything else contained  herein to the contrary,  Seller shall
have all rights, available at law or equity, including,  without limitation, the
right to seek specific  performance  and/or monetary damages for a breach of the
provisions of Section 6.10 hereof by any Buyer Party in addition to its right to
retain the Purchase Price Deposit and receive  payment of the Escrow Amount.  In
addition,  without  limiting  the  foregoing,  in the  event of a breach  of the
provisions of Section  6.10,  upon the written  request of Seller  following the
termination  of  this  Agreement  (other  than  as a  result  of a 

<PAGE>
                                     - 65 -

willful and intentional breach by Seller of its obligations hereunder), SBGI and
Buyer will  assign (or cause to be  assigned)  to Seller  (or its  assigns)  all
rights and  obligations  of the Buyer Parties  arising in  connection  with such
agreement to acquire,  Management  Arrangement or Option  referred to in Section
6.10  (collectively,   "Acquisition  Agreements"),  provided  that  pursuant  to
documentation  reasonably satisfactory to the Buyer Parties: (i) Seller will (or
will cause its assigns to) reimburse the assigning  party for its  out-of-pocket
disbursements in connection with any such Acquisition  Agreement,  including all
amounts  paid by any Buyer Party to any person  with which it entered  into such
Acquisition   Agreement  in  consideration  for  entering  in  such  Acquisition
Agreement;  and (ii) Seller will (or will cause its  assigns to)  indemnify  and
hold  harmless  each Buyer  Party,  and any party with which any Buyer Party has
entered into such  Acquisition  Agreement,  in respect of the failure or alleged
failure of Seller (or its assigns) to comply with its obligations under any such
Acquisition  Agreement  following  assignment  to Seller  (or its  assigns).  In
recognition of the unique  character of the agreements set forth in Section 6.10
and the damages Seller may suffer in the event of such a breach,  Buyer and SBGI
hereby waive the defense that there is an adequate remedy at law.

         9.3        Attorneys' Fees.   In the event of a default by either party
that results in a lawsuit or other  proceeding  for any remedy  available  under
this Agreement, the prevailing party shall be entitled to reimbursement from the
other  party of its  reasonable  legal fees and  expenses  (whether  incurred in
arbitration, at trial, or on appeal).


SECTION 10.         SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                    INDEMNIFICATION; CERTAIN REMEDIES

         10.1       Survival.   The  representations and warranties of Buyer and
Seller contained herein shall survive the Closing for a period of one year after
the Closing Date and shall terminate on such date, except to the extent that any
claims for  indemnification in respect of a breach of any such

<PAGE>
                                     - 66 -

representation  or warranty  is made on or before such date,  in which case such
representation  or  warranty  (but  not any  others)  shall  survive  until  the
resolution of such claim.  Buyer's  obligation to pay,  perform or discharge the
Assumed Liabilities shall survive until such Assumed Liabilities have been paid,
performed or discharged in full. Any claim for  indemnification  in respect of a
covenant or  agreement of Buyer or Seller  hereunder to be performed  before the
Closing shall be made before the  expiration of one year after the Closing Date.
The covenants and agreements of Seller  contained  herein and to be performed to
any extent after the Closing Date shall  survive the Closing for a period of one
year after the Closing Date and shall  terminate on such date and any claims for
indemnification  in respect of a breach of such covenants to be performed in any
respect  after  the  Closing  Date  must be made on or  before  such  date.  The
covenants  and  agreements  of Buyer  contained  herein to be  performed  in any
respect  after the  Closing  Date shall  survive  the  Closing  Date until fully
discharged and performed.

         10.2       Indemnification by Seller.
                    -------------------------

           (a) After the Closing,  Seller  hereby  agrees to indemnify  and hold
Buyer harmless against and with respect to, and shall reimburse Buyer for:

               (1) Any and all losses, liabilities or damages resulting from any
breach of any  representation  or warranty  made  pursuant to, or any failure by
Seller to perform any covenant of Seller set forth,  in this  Agreement,  in the
Ancillary Documents or in any certificate,  document or instrument  delivered to
Buyer hereunder or thereunder;

               (2) Any failure by Seller to pay,  perform or  discharge  any and
all liabilities of Seller not assumed by Buyer pursuant to the terms hereof;

               (3) Any  litigation,  proceeding  or  claim  by any  third  party
arising from the business or  operations  of the Assets or the Station by Seller
prior to the Closing  Date,  except to the extent  arising from  obligations  or
liabilities

<PAGE>
                                     - 67 -

that have been  expressly  assumed by Buyer  pursuant to this  Agreement  or the
Ancillary Documents;

               (4) Any  failure  by Seller to comply  with any  applicable  bulk
sales law; and

               (5) Any and all  reasonable  out-of-pocket  costs  and  expenses,
including  reasonable  legal fees and  expenses,  incident to any action,  suit,
proceeding,  claim, demand,  assessment or judgment incident to the foregoing or
reasonably  incurred  in  investigating  or  attempting  to avoid the same or to
oppose the imposition thereof, or in enforcing this indemnity.

           (b)   Seller's    obligation   to   indemnify   Buyer   pursuant   to
Section 10.2(a) shall be subject to all of the following limitations:

               (1) No indemnification  shall be required to be made by Seller as
the  Indemnifying  Party under Section 10.2(a) until the aggregate amount of all
Settled Claims of Buyer as Claimant exceeds Fifty Thousand Dollars ($50,000), at
which time  indemnification  shall be made by Seller as the  Indemnifying  Party
under  Section  10.2(a) for all Settled  Claims of Buyer as Claimant;  provided,
however,  that such limitation  shall not apply to claims made by Buyer (i) with
respect to adjustments to the Purchase Price or (ii) based on Seller's fraud.

               (2) Buyer  shall be entitled  to  indemnification  only for those
damages arising with respect to any claim as to which Buyer has given the Seller
written  notice  within the  appropriate  time period set forth in Section  10.1
hereof  for such  claim;  provided,  however,  that the  obligation  to  provide
indemnification  pursuant to Section 10.2 shall survive with respect to any such
claim until resolution thereof.

               (3)  All  of  Buyer's   damages  sought  to  be  recovered  under
Section 10.2(a)  hereof shall be net of (i) any insurance  proceeds  received by
Buyer as Claimant,  with respect to the events giving rise to such damages,  and
(ii) any tax 

<PAGE>
                                     - 68 -

benefits  finally  received  by or  accruing  to Buyer in  connection  with such
events.

               (4)  Notwithstanding  anything  contained  in this  Agreement  or
applicable law to the contrary,  Buyer agrees that the payment of any claim made
by Buyer for indemnification  hereunder,  for whatever reason (other than claims
pursuant to Section  2.6(b)(2)  hereof),  shall be limited to, and shall only be
made from, the  Indemnification  Amount in accordance  with the  Indemnification
Fund Agreement and, except for claims against the Indemnification  Amount, Buyer
waives and releases,  and shall have no recourse against,  Seller as a result of
the breach of any  representation,  warranty,  covenant or  agreement  of Seller
contained  herein,  or  otherwise  arising  out  of or in  connection  with  the
transactions  contemplated  hereby or the  operation of the  Station;  provided,
however,  that  nothing  herein  shall be deemed to limit any rights or remedies
that Buyer may have for Seller's fraud.  On the twelve month  anniversary of the
Closing, if no claim for indemnification is pending,  the balance then remaining
of the Indemnification  Amount shall be paid by the Indemnification Escrow Agent
to Seller by way of certified or bank check. If on the twelve month  anniversary
of  the  Closing  Buyer  has  any  indemnification  claims  pending,  an  amount
sufficient  to satisfy  such claims  shall be  retained  by the  Indemnification
Escrow Agent and the remaining balance shall be remitted by the  Indemnification
Escrow Agent to Seller.

               (5)  Following  the Closing,  the sole and  exclusive  remedy for
Buyer  for any  claim  (whether  such  claim  is  framed  in tort,  contract  or
otherwise) arising out of a breach of any representation,  warranty, covenant or
other  agreement  contained  herein or in the  Ancillary  Documents or otherwise
arising  out of or in  connection  with the  transactions  contemplated  by this
Agreement or the operation of the Station  shall be a claim for  indemnification
pursuant to this Section 10;  provided,  however,  that nothing  herein shall be
deemed to limit any rights or remedies that Buyer may have for Seller's fraud.


<PAGE>
                                     - 69 -

               (6)  Anything  in this  Agreement  or any  applicable  law to the
contrary notwithstanding,  it is understood and agreed by Buyer that, other than
with  respect to Seller  (but not  including  any  partner,  director,  officer,
employee,  agent or Affiliate of Seller  (including any  shareholder,  director,
officer,  employee, agent or Affiliate of the General Partner of the Seller)) as
expressly  provided  for in Section  10.2(b)),  no partner,  director,  officer,
employee,  agent or Affiliate of Seller  (including any  shareholder,  director,
officer,  employee,  agent or  Affiliate  of the General  Partner of the Seller)
shall have (i) any personal  liability to Buyer as a result of the breach of any
representation,  warranty,  covenant or agreement of Seller contained herein, in
the Ancillary  Documents or otherwise  arising out of or in connection  with the
transactions  contemplated hereby or thereby or the operations of the Station or
(ii) any  personal  obligation  to  indemnify  Buyer for any of  Buyer's  claims
pursuant to Section  10.2(a)  and Buyer  waives and  releases  and shall have no
recourse against any of such parties  described in this Section  10.2(b)(6) as a
result of the breach of any representation,  warranty,  covenant or agreement of
Seller  contained  herein or otherwise  arising out of or in connection with the
transactions  contemplated  hereby or thereby or the  operations of the Station;
provided,  however,  that nothing  herein shall be deemed to limit any rights or
remedies that Buyer may have for Seller's fraud.

         10.3       Indemnification by Buyer.
                    ------------------------

           (a) After the  Closing,  Buyer hereby  agrees to  indemnify  and hold
Seller harmless against and with respect to, and shall reimburse Seller for:

               (1) Any and all losses, liabilities or damages resulting from any
breach of any  representation  or warranty  made  pursuant to, or any failure by
Buyer or License  Assignee to perform any covenant of Buyer or License  Assignee
set forth, in this Agreement,  in the Ancillary Documents or in any certificate,
document or instrument delivered to Seller hereunder or thereunder;


<PAGE>
                                     - 70 -

               (2) Any failure by Buyer or License  Assignee to pay,  perform or
discharge  any and all  Assumed  Liabilities  or any  other  liabilities  of, or
assumed  by,  Buyer  or  License  Assignee  pursuant  to this  Agreement  or the
Ancillary Documents;

               (3) Any litigation, proceeding or claim arising from the business
or operations of the Assets and the Station on or after the Closing Date; and

               (4) Any and all  reasonable  out-of-pocket  costs  and  expenses,
including  reasonable  legal fees and  expenses,  incident to any action,  suit,
proceeding,  claim, demand,  assessment or judgment incident to the foregoing or
reasonably  incurred  in  investigating  or  attempting  to avoid the same or to
oppose the imposition thereof, or in enforcing this indemnity.

         (b) Buyer's  obligation to indemnify Seller pursuant to Section 10.3(a)
shall be subject to all of the following limitations:

               (1) Seller  shall be entitled to  indemnification  only for those
damages  arising  with  respect to any claim as to which  Seller has given Buyer
written  notice  within the  appropriate  time period set forth in Section  10.1
hereof  for such  claim;  provided,  however,  that the  obligation  to  provide
indemnification  under this Section 10.3 shall  survive with respect to any such
claim until resolution thereof.

               (2)  All  of  Seller's  damages  sought  to  be  recovered  under
Section 10.3(a)  hereof shall be net of (i) any insurance  proceeds  received by
Seller as Claimant,  with respect to the events giving rise to such damages, and
(ii) any tax benefits  finally  received by or accruing to Seller in  connection
with such events.

               (3)  Anything  in this  Agreement  or any  applicable  law to the
contrary notwithstanding, it is understood and agreed by Seller that, other than
with respect to Buyer (but not including  any  shareholder,  director,  officer,
employee,   agent  or  Affiliate   of  Buyer)  as  expressly   provided  for  in


<PAGE>

                                      -71-


Section 10.3(b), no shareholder, director, officer, employee, agent or Affiliate
of Buyer  shall  have (i) any  personal  liability  to Seller as a result of the
breach of any representation, warranty, covenant or agreement of Buyer contained
herein, in the Ancillary  Documents or otherwise or (ii) personal  obligation to
indemnify  Seller for any of Seller's  claims  pursuant  to Section  10.3(a) and
Seller  waives and  releases  and shall  have no  recourse  against  any of such
parties  described in this Section  10.3(b)(3)  as a result of the breach of any
representation,  warranty,  covenant or agreement of Buyer  contained  herein or
otherwise  arising out of or in connection  with the  transactions  contemplated
hereby or thereby or the  operations  of the Station;  provided,  however,  that
nothing  herein shall be deemed to limit any rights or remedies  that Seller may
have for Buyer's fraud.

         10.4 Procedure for  Indemnification.  The procedure for indemnification
shall be as follows:

              (a) The party  claiming  indemnification  (the  "Claimant")  shall
promptly  give notice to the party from which  indemnification  is claimed  (the
"Indemnifying  Party") of any claim, whether between the parties or brought by a
third party,  specifying in  reasonable  detail the factual basis for the claim,
the amount  thereof,  estimated in good faith,  and the method of computation of
such claim, all with reasonable  particularity and containing a reference to the
provisions  of this  Agreement  in respect of which such  indemnification  claim
shall have  occurred.  If the claim  relates to an action,  suit,  or proceeding
filed by a third party against Claimant,  such notice shall be given by Claimant
within  five  Business  Days  after  written  notice of such  action,  suit,  or
proceeding was given to Claimant.

              (b) With respect to claims solely  between the parties,  following
receipt of notice from the  Claimant of a claim,  the  Indemnifying  Party shall
have thirty  days to make such  investigation  of the claim as the  Indemnifying
Party deems necessary or desirable. For the purposes of such investigation,  the
Claimant agrees to make available to the  Indemnifying  Party and its authorized
representatives  the information relied upon

<PAGE>


                                      -72-


by the Claimant to substantiate  the claim. If the Claimant and the Indemnifying
Party  agree at or prior to the  expiration  of such  thirty-day  period (or any
mutually  agreed  upon  extension  thereof) to the  validity  and amount of such
claim,  the  Indemnifying  Party shall  immediately pay to the Claimant the full
amount of the claim, subject to the terms hereof (including Sections 10.2(b) and
10.3(b)) and the terms of, and procedures set forth in, the Indemnification Fund
Agreement.  If the Claimant and the Indemnifying  Party do not agree within such
thirty-day period (or any mutually agreed upon extension thereof),  the Claimant
may seek appropriate  remedies at law or equity,  as applicable,  subject to the
limitations of Sections 10.2(b) and 10.3(b). Any claim for indemnity pursuant to
this  Article 10 with  respect to which (i) the  Claimant  and the  Indemnifying
Party agree as to its validity and amount, (2) a final judgment,  order or award
of a court of competent  jurisdiction  deciding such claim has been rendered, as
evidenced by a certified copy of such  judgment,  provided that such judgment is
not  appealable  or the  time  for  taking  an  appeal  has  expired  or (3) the
Indemnifying  Party has not given written notice to the Claimant  disputing such
claim in whole or in part within  thirty days of receiving  notice  thereof,  is
referred to as a "Settled Claim."

              (c) With  respect  to any  claim by a third  party as to which the
Claimant is entitled to indemnification  under this Agreement,  the Indemnifying
Party  shall  have the right at its own  expense,  to  participate  in or assume
control of the defense of such claim,  and the Claimant  shall  cooperate  fully
with the Indemnifying Party,  subject to reimbursement for actual out-of- pocket
expenses incurred by the Claimant as the result of a request by the Indemnifying
Party. If the Indemnifying  Party elects to assume control of the defense of any
third-party  claim,  the  Claimant  shall have the right to  participate  in the
defense of such claim at its own  expense.  If the  Indemnifying  Party does not
elect  to  assume  control  or  otherwise  participate  in  the  defense  of any
third-party  claim,  then the  Claimant  may defend  through  counsel of its own
choosing and (so long as it gives the  Indemnifying  Party at least fifteen (15)
days' prior written notice of the terms of any proposed  settlement  thereof



<PAGE>

                                      -73-

and permits the Indemnifying Party to then undertake the defense thereof) settle
such  claim,  action or suit,  and to recover  from the  Indemnifying  Party the
amount of such  settlement or of any judgment and the costs and expenses of such
defense.  The Indemnifying  Party shall not compromise or settle any third party
claim,  action or suit without the prior written consent of the Claimant,  which
consent will not be unreasonably withheld or delayed.

              (d) If a claim,  whether  between the parties or by a third party,
requires  immediate  action,  the  parties  will  make  every  effort to reach a
decision with respect thereto as expeditiously as practicable.

              (e)  Subject  to the  limitations  set forth  herein  and  without
expanding the total liability of Buyer or Seller hereunder,  the indemnification
rights  provided in Section 10.2  and  Section10.3  shall extend to the members,
partners, shareholders, officers, directors, employees, agents and Affiliates of
any  Claimant,  although  for the  purpose of the  procedures  set forth in this
Section 10.4,  any  indemnification  claims by such parties shall be made by and
through the Claimant.

         10.5  Investigation.  Any knowledge of Buyer and any investigation made
at any time or on behalf of Buyer shall not  diminish in any respect  whatsoever
Buyer's  right  to  rely  on  any  representations,  warranties,  covenants  and
agreements  made by or on behalf of Seller  pursuant to this Agreement or in any
certificate delivered hereto.

SECTION 11.   MISCELLANEOUS

         11.1 Fees and Expenses. Except as otherwise provided in this Agreement,
each  party  shall  pay  its  own  expenses  incurred  in  connection  with  the
authorization, preparation, execution, and performance of this Agreement and the
Ancillary  Documents,  including all fees and expenses of counsel,  accountants,
agents, and representatives, and each party shall be responsible for all fees or
commissions payable to any finder,  broker,  advisor, or

<PAGE>

                                      -74-


similar Person retained by or on behalf of such party;  provided,  however, that
all  transfer  taxes,  recordation  taxes,  sales taxes and  document  stamps in
connection  with the  transactions  contemplated by this Agreement shall be paid
one-half by Buyer and  one-half by Seller and all other  filing fees  (including
all FCC and HSR Act filing fees),  and other charges levied by any  governmental
entity in connection with the transactions  contemplated by this Agreement shall
be paid one-half by Buyer and one-half by Seller. Buyer hereby waives compliance
with the provisions of any applicable bulk transfer laws.

         11.2 Notices.  All notices,  demands and requests required or permitted
to be given under the  provisions  of this  Agreement  shall be (i) in  writing,
(ii) sent  by  facsimile  (with  receipt  personally  confirmed  by  telephone),
delivered  by  personal  delivery,  or sent by  commercial  delivery  service or
certified mail, return receipt requested, (iii) deemed to have been given on the
date telecopied with receipt confirmed,  the date of personal  delivery,  or the
date set forth in the records of the delivery  service or on the return receipt,
and (iv) addressed as follows:

               To Buyer:                KUPN, Inc.
                                        2000 W. 41st Street
                                        Baltimore, Maryland  21211
                                        Attention:  David D. Smith
                                        Telecopy:   (410) 467-5043
                                        Telephone:  (410) 662-1008

               with copies              Sinclair Communications, Inc.
               (which shall             2000 W. 41st Street
               not constitute           Baltimore, Maryland  21211
               notice) to:              Attention:  General Counsel
                                        Telecopy:   (410) 662-4707
                                        Telephone:  (410) 662-1422
<PAGE>
                                     - 75 -

                                        Thomas & Libowitz, P.A.
                                        USF& G Tower, Suite 1100
                                        100 Light Street
                                        Baltimore, Maryland  21202
                                        Attention:  Steven A. Thomas
                                        Telecopy:   (410) 752-2046
                                        Telephone:  (410) 752-2468

               To Seller:               1999 Avenue of the Stars
                                        Suite 500
                                        Los Angeles, California 90067
                                        Attention: Mr. David Goldhill and
                                        Robert Finkelstein, Esq.
                                        Telecopy:  (310) 553-3928
                                        Telephone: (310) 551-4098 or 4093

               with a copy              Dow, Lohnes & Albertson, PLLC
               (which shall             1200 New Hampshire Avenue, N.W.
               not constitute           Suite 800
               notice) to:              Washington, DC  20036-6802
                                        Attention:  John T. Byrnes, Esq.
                                        Telecopy:  (202) 776-2222
                                        Telephone: (202) 776-2518

or to any other or additional persons and addresses as the parties may from time
to time designate in a writing delivered in accordance with this Section 11.2.

         11.3  Benefit  and  Binding  Effect.  No party  hereto may assign  this
Agreement without the prior written consent of the other party hereto; provided,
however, that Buyer shall be entitled,  without Seller's consent, so long as the
representations,  warranties  and  covenants  of Buyer and License  Assignee set
forth in this Agreement  will be true and correct in all material  respects upon
and following such assignment,  to assign its rights to receive the FCC Licenses
hereunder  (and to perform all  obligations  in  connection  thereunder)  to the
License  Assignee prior to the date of filing the  applications  for FCC Consent
specified in Section 6.1 hereof, and its rights to  indemnification  pursuant to
Section 10.2 of this Agreement to



<PAGE>

                                      -76-


its Lenders;  provided  that no  assignment  shall  relieve  Buyer of any of its
obligations   hereunder   and,  if  requested  by  Seller,   will  execute  such
documentation  as  reasonably  requested  by  Seller  in  connection  with  such
assignment and assumption. This Agreement shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.

         11.4 Further  Assurances.  Subject to the terms and  conditions of this
Agreement, from time to time prior to, at and after the Closing Date, each party
hereto will use commercially  reasonable  efforts to take, or cause to be taken,
all such actions and to do or cause to be done, all things, necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
the purchase and sale contemplated by this Agreement and the consummation of the
other transactions  contemplated hereby, including executing and delivering such
documents as the other party being advised by counsel shall  reasonably  request
in connection with the  consummation  of this Agreement and the  consummation of
the other transactions contemplated hereby, including,  without limitation,  the
execution and delivery of any and all  confirmatory  and other  instruments,  in
addition to those to be delivered on the Closing Date.

         11.5  GOVERNING LAW. THIS  AGREEMENT  SHALL BE GOVERNED,  CONSTRUED AND
ENFORCED IN ACCORDANCE  WITH THE LAWS OF MARYLAND  (WITHOUT REGARD TO THE CHOICE
OF LAW PROVISIONS THEREOF).

         11.6 Entire Agreement.  This Agreement,  the Schedules hereto,  and all
documents,  certificates  and other  documents  to be  delivered  by the parties
pursuant  hereto  (including,  without  limitation,  the  Ancillary  Documents),
collectively  represent the entire understanding and agreement between Buyer and
Seller with  respect to the subject  matter of this  Agreement.  This  Agreement
supersedes  all prior  negotiations  between  the parties and cannot be amended,
supplemented  or changed,  except by an agreement in writing that makes specific
reference  to this  Agreement  and that is  signed by Buyer  and  Seller.  Buyer
acknowledges  and agrees  that  Seller  shall not be liable for, or bound in any
manner by,


<PAGE>

                                      -77-


and  Buyer  has not  relied  upon,  any  express  or  implied,  oral or  written
information, warranty, guaranty, promise, statement, inducement, presentation or
opinion  (whether  of, by or on behalf of Seller,  any broker or finder,  or any
officer, employee, agent or representative of any of the foregoing, or any other
person)  pertaining to the transactions  contemplated  hereby,  the Seller,  the
Station,  the Assets,  or any part of any of the foregoing  (including,  without
limitation,  the physical  condition of the Station or any of the Assets, or the
uses which can be made of the same or the value thereof), except as is expressly
set forth  herein and the  representations  and  warranties  in the  certificate
delivered by Seller pursuant to Section 8.2(b).  Seller  acknowledges and agrees
that Buyer  shall not be liable for, or bound in any manner by and Buyer has not
relied  upon,  any express or implied,  oral or written  information,  warranty,
guaranty, promise, statement,  inducement,  presentation or opinion (whether of,
by or on behalf of Buyer, any broker or finder, or any officer,  employee, agent
or  representative of any of the foregoing,  or any other person)  pertaining to
the transactions  contemplated  hereby or the Buyer,  except as is expressly set
forth  in  this  Agreement  and  the   representations  and  warranties  in  the
certificate delivered by Buyer pursuant to Section 8.3(b).

         11.7 Waiver of Compliance;  Consents.  Except as otherwise  provided in
this Agreement, any failure of any of the parties to comply with any obligation,
representation, warranty, covenant, agreement, or condition herein may be waived
by the party  entitled  to the  benefits  thereof  only by a written  instrument
signed by the party  granting such waiver,  but such waiver or failure to insist
upon strict compliance with such obligation, representation, warranty, covenant,
agreement,  or  condition  shall not  operate as a waiver of, or  estoppel  with
respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given
in  writing  in a manner  consistent  with  the  requirements  for a  waiver  of
compliance as set forth in this Section 11.7.

<PAGE>

                                      -78-


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

         11.9   Severability.   If  any  provision  of  this  Agreement  or  the
application   thereof  to  any  person  or  circumstance  shall  be  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such  provision  to other  persons  or  circumstances  shall not be  affected
thereby and shall be enforced to the greatest extent permitted by law 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 or unenforceable, 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 to
the end that the transactions  contemplated hereby are fulfilled to the greatest
extent possible.















<PAGE>



     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
officers of Buyer and Seller as of the date first written above.

                                    Buyer:

                                    KUPN, INC.



                                    By:           _____________________________
                                                  Name:
                                                  Title:


                                    Seller:

                                    CHANNEL 21, L.P., a Nevada Limited
                                    Partnership

                                    By:           Las Vegas Channel 21, Inc., a
                                                  Nevada corporation,
                                                  General Partner

                                       
                                    By:   _____________________________
                                          Name:                         
                                          Title:                       
                                    The undersigned hereby executes
                                    this Agreement only for purposes
                                    of Sections 6.10 , 6.17 and
                                    9.2(b)(6), and agrees that it
                                    shall be bound by the provisions
                                    of such Sections.

                                    SINCLAIR BROADCAST GROUP, INC.



                                    By:    _____________________________
                                           Name:
                                           Title:


<PAGE>

                                  Schedule 1.1
                                  ------------
                                 

     "Broadcast  Cashflow" means, for any period, the difference between (a) the
sum of operating revenue and revenue from production,  network  compensation and
other income,  but not including  barter revenue,  minus (b) the sum of payments
made or  accrued  in  respect  of  national  agency  commissions,  local  agency
commissions,  rep fees, operating expenses and film payments,  but not including
barter expenses.






















<PAGE>

                                  Schedule 3.7A
                                  -------------



     Any agreement  relating to the acquisition of any television  station,  the
DMA of which is the same as the DMA of the Station,  any Management  Arrangement
or any Option  entered into on or after the date of this Agreement by any of the
Seller Parties.
















<PAGE>


                                  Schedule 3.7A
                                  -------------



     Any agreement  relating to the acquisition of any television  station,  the
DMA of which is the same as the DMA of the Station,  any Management  Arrangement
or any Option  entered into on or after the date of this Agreement by any of the
Seller Parties.
















<PAGE>

                                   Exhibit 1.1
                                   -----------

            [Subject to comments of the Indemnification Escrow Agent]

                         INDEMNIFICATION FUND AGREEMENT
                         ------------------------------

     This  INDEMNIFICATION  FUND AGREEMENT  (this  "Agreement") is dated ______,
1997, by and among KUPN,  INC., a Maryland  corporation  ("Buyer"),  CHANNEL 21,
L.P., a Nevada limited partnership ("Seller"),  and FIRST UNION NATIONAL BANK OF
NORTH CAROLINA ("Indemnification Escrow Agent").


                                R E C I T A L S:
                                ----------------

     A. Seller and Buyer entered into an Asset  Purchase  Agreement  dated as of
January  ___,  1997 (the  "Purchase  Agreement"),  pursuant to which  Seller has
agreed  to sell,  transfer  and  deliver  to Buyer  certain  assets  used in the
operation of Television Station KUPN-TV, Las Vegas, Nevada.

     B. Pursuant to Section 2.6 of the Purchase Agreement, Buyer and Seller have
agreed  that up to Three  Million  Dollars  ($3,000,000)  (the  "Indemnification
Deposit") shall be deposited in escrow with the Indemnification  Escrow Agent as
set forth in Section 1.1 below in order to provide a fund for the payment of any
claims  giving  rise to  indemnification  under  Section  10.2  of the  Purchase
Agreement.  Capitalized  terms used, but not defined  herein,  have the meanings
ascribed to such terms in the Purchase Agreement.


                              A G R E E M E N T S:
                              --------------------

     In  consideration of the above recitals and of the covenants and agreements
contained herein, Buyer, Seller and Escrow Agent agree as follows:


<PAGE>
                                      -2-


                        SECTION 12 : INDEMNIFICATION FUND

     12.1  Delivery.   The  Indemnification   Deposit  will  be  made  with  the
Indemnification Escrow Agent as follows: (a) simultaneously with the Closing (as
defined in the Purchase  Agreement)  provided for in Section 8.1 of the Purchase
Agreement (the  "Closing"),  Buyer is delivering to the  Indemnification  Escrow
Agent,  by wire  transfer  of  immediately  available  funds or by  other  means
mutually  acceptable to the parties,  the Initial Deposit;  (b) on the ninetieth
(90th) day after the Closing Date (or if such day is not a Business  Day, on the
next  succeeding  Business  Day),  Buyer shall deposit with the  Indemnification
Escrow Agent, by wire transfer of immediately  available funds or by other means
mutually  acceptable to the parties,  all amounts  collected with respect to any
Accounts  Receivable,  not to exceed the lesser of (i) One Million  Five Hundred
Thousand  Dollars  ($1,500,000) or (ii) the amount of the Closing Date Estimated
Accounts Receivable (the "Additional  Indemnification Amount Deposit");  and (c)
on and  after  the  ninetieth  (90th)  day  after  the  Closing  Date  until the
expiration of the Collections  Period,  within five (5) Business Days of the end
of each full fifteen (15) day period,  Buyer shall deposit all amounts collected
with respect to the Accounts  Receivable with the  Indemnification  Escrow Agent
until the total of all amounts  deposited  pursuant  to Sections  1.1(b) and (c)
equals  the  Additional  Indemnification  Amount  Deposit.  The  Indemnification
Deposit shall be held by the Indemnification  Escrow Agent pursuant to the terms
of this  Agreement.  The "Initial  Deposit" is an amount equal to Three  Million
Dollars ($3,000,000) minus an amount equal to the lesser of (a) One Million Five
Hundred Thousand Dollars ($1,500,000) or (b) the Closing Date Estimated Accounts
Receivable.  The "Closing Date Estimated Accounts Receivable" is an amount equal
to the Seller's  good faith  estimate of Accounts  Receivable  as of the Closing
Date, which have been outstanding for no more than 120 days, as set forth in the
certificate of Seller  delivered to Buyer five (5) days before the Closing Date.
The  "Indemnification  Deposit" is the aggregate of the Initial  Deposit and the
Additional  Indemnification Amount Deposit. The Indemnification Deposit, and all
interest and earnings thereon,


<PAGE>

                                      -3-

shall be referred to collectively  herein as the  "Indemnification  Fund" or the
"Indemnification Amount."

     12.2  Receipt.  At  Closing,   the   Indemnification   Escrow  Agent  shall
acknowledge  receipt of the Initial Deposit.  The  Indemnification  Escrow Agent
shall also send to Buyer and Seller  acknowledgment of receipt of the Additional
Indemnification  Amount Deposit. The Indemnification Escrow Agent agrees to hold
and  disburse  the  Indemnification  Fund  in  accordance  with  the  terms  and
conditions of this Agreement and for the uses and purposes stated herein.

     12.3 Investment and Income.  Upon receipt of the  Indemnification  Deposit,
the  Indemnification  Escrow  Agent  shall,  pending  the  disbursement  thereof
pursuant to this Agreement,  invest the Indemnification  Fund in accordance with
Seller's  instructions  in (a)  direct  obligations  of,  or  obligations  fully
guaranteed  by,  the  United  States  of  America  or any  agency  thereof,  (b)
certificates  of deposit issued by commercial  banks having a combined  capital,
surplus  and  undivided  profits of not less than One  Hundred  Million  Dollars
($100,000,000), (c) repurchase agreements collateralized by securities issued by
the  United  States  of  America  or  any  agency  thereof,  or by  any  private
corporation the obligations of which are guaranteed by the full faith and credit
of the United  States of  America,  (d) prime  banker's  acceptances,  (e) money
market funds investing in any of the above, or (f) other investments of equal or
greater security and liquidity.

               SECTION 13. : DISBURSEMENT OF INDEMNIFICATION FUND

     The  Indemnification  Escrow  Agent  shall  dispose  of or  distribute  the
Indemnification Fund only in accordance with this Section 2.

     13.1 Claims Procedure. The following procedure shall govern the application
of the Indemnification  Fund to satisfy any claims by Buyer which may be brought
pursuant to Sections 2.6(b)(2) or 10.2 of the Purchase Agreement.


<PAGE>


                                      -4-

         (a)  Buyer  shall  promptly  give  written  notice  to  Seller  and the
Indemnification Escrow Agent of all claims against the Indemnification Fund. The
written notice shall specify  (i) in  reasonable  detail,  the factual basis for
such claim, (ii) in good faith, the estimated amount of the Indemnification Fund
to be reserved  against the claim, and (iii) that Buyer has given a copy of such
notice to the Seller.

         (b)  Following  receipt of notice from Buyer of a claim,  Seller  shall
have thirty (30) days to make such  investigation  of the claim as Seller  deems
necessary or desirable. For the purposes of such investigation,  Buyer agrees to
make available to Seller and/or its authorized representative(s) the information
relied upon by Buyer to substantiate  the claim. If Buyer and Seller agree at or
prior to the  expiration of said thirty (30) day period (or any mutually  agreed
upon  extension  thereof) to the validity  and amount of such claim,  they shall
promptly give the Indemnification  Escrow Agent joint instructions in writing to
apply such portion of the Indemnification  Fund agreed upon by Buyer as shall be
necessary  to reimburse  Buyer for such claim.  If Buyer and Seller do not agree
within said period (or any mutually agreed upon extension  thereof),  the matter
shall  be  resolved  as  provided   for  in  Paragraph   2.3  hereof,   and  the
Indemnification  Escrow Agent shall  continue to hold the  Indemnification  Fund
until it  receives  a Court  Order (as  hereinafter  defined)  or joint  written
instructions in accordance therewith.

      13.2 Release of Indemnification  Fund. (a) On the twelve month anniversary
of the Closing  Date,  if no claim for  indemnification  is pending,  the Escrow
Agent shall pay to Seller by way of  certified  or bank check the  balance  then
remaining of the  Indemnification  Fund. If, on the twelve month  anniversary of
the Closing,  Buyer has any  indemnification  claims  pending,  the Escrow Agent
shall retain an amount sufficient to satisfy such claims and remit the remaining
balance to Seller by certified or bank check.


<PAGE>

                                      -5-

      13.3 Dispute. In the event of any dispute among any of the parties to this
Agreement,  the  Indemnification  Escrow  Agent  shall not comply  with any such
claims  or  demands  as long  as  such  disagreements  may  continue,  and in so
refusing,  the  Indemnification  Escrow  Agent  shall make no  delivery or other
disposition  of any property then held by it under this  Agreement  until it has
received a final court order from a court of  competent  jurisdiction  directing
disposition of such property (a "Court Order").

      13.4  Disbursement  of the  Indemnification  Fund In Accordance with Joint
Instructions.  Notwithstanding the provisions of Sections 2.1 through 2.3 above,
the Indemnification Escrow Agent, upon receipt of written instructions signed by
both Buyer and Seller,  shall  disburse the  Indemnification  Fund, or a portion
thereof, in accordance with such instructions.

                    SECTION 14.: INDEMNIFICATION ESCROW AGENT

      14.1   Appointment   and   Duties.   Buyer  and  Seller   hereby   appoint
Indemnification  Escrow Agent to serve hereunder and the Indemnification  Escrow
Agent hereby accepts such appointment and agrees to perform all duties which are
expressly set forth in this Agreement.

      14.2 Compensation. Compensation will be paid to the Indemnification Escrow
Agent  one-half  by Buyer and  one-half  by Seller as  specified  in  Schedule A
annexed hereto.

      14.3 Indemnification.  Buyer and Seller will, at their expense,  indemnify
the  Indemnification  Escrow  Agent,  hold it harmless  from any and all claims,
regardless of nature, arising out of or because of this Agreement, and exonerate
the  Indemnification  Escrow Agent from any  liability in  connection  with this
Agreement,  except  as such may  arise  because  of the  Indemnification  Escrow
Agent's  gross  negligence or willful  misconduct  in  performing  its specified
duties as Indemnification Escrow Agent.


<PAGE>


                                      -6-

      14.4 Resignation. Indemnification Escrow Agent may resign at any time upon
giving the parties hereto thirty (30) days' prior written notice to that effect.
In such event, the successor shall be such person,  firm or corporation as shall
be mutually  selected by Buyer and Seller. It is understood and agreed that such
resignation  shall not be effective  until a successor  agrees to act hereunder;
provided,  however,  if no successor is appointed  and acting  hereunder  within
thirty (30) days after such notice is given,  Indemnification  Escrow  Agent may
pay and deliver the Indemnification Fund into a court of competent jurisdiction.

            SECTION 15.: LIABILITIES OF INDEMNIFICATION ESCROW AGENT

      15.1 Limitations. The Indemnification Escrow Agent shall be liable only to
accept,  hold  and  deliver  the  Indemnification  Fund in  accordance  with the
provisions of this Agreement and amendments thereto; provided, however, that the
Indemnification  Escrow Agent shall not incur any liability  with respect to (a)
any action  taken or omitted in good faith upon the advice of its counsel  given
with respect to any  questions  relating to its duties and  responsibilities  as
Indemnification  Escrow Agent under this  Agreement,  or (b) any action taken or
omitted in reliance upon any instrument which the  Indemnification  Escrow Agent
shall in good faith believe to be genuine (including the execution, the identity
or  authority  of  any  person  executing  such  instrument,  its  validity  and
effectiveness, and the truth and accuracy of any information contained therein),
to have  been  signed  by a proper  person  or  persons  and to  conform  to the
provisions of this Agreement.

      15.2 Collateral Agreements.  The Indemnification Escrow Agent shall not be
bound in any way by any  contract or agreement  between  other  parties  hereto,
whether or not it has  knowledge  of any such  contract or  agreement  or of its
terms or conditions.

                             SECTION 16: TERMINATION

            This Agreement shall be terminated (i) upon disbursement or
release of the entire or remaining Indemnification Fund by the


<PAGE>

                                      -7-

Indemnification  Escrow  Agent,  (ii) by written  mutual  consent  signed by all
parties, or (iii) payment of the Indemnification  Fund into a court of competent
jurisdiction in accordance with Section 3.4 hereof.  This Agreement shall not be
otherwise terminated.

                          SECTION 17.: OTHER PROVISIONS

      17.1 Notices.  All notices,  demands and requests required or permitted to
be given  under  the  provisions  of this  Agreement  shall be  (a) in  writing,
(b) sent by telecopy (with receipt personally confirmed by telephone), delivered
by personal delivery,  or sent by commercial delivery service or certified mail,
return receipt  requested,  (c) deemed to have been given on the date telecopied
with receipt confirmed,  the date of personal delivery, or the date set forth in
the records of the delivery service or on the return receipt,  and (d) addressed
as follows:

            To Buyer:               KUPN, Inc.
                                2000 W. 41st Street
                                Baltimore, Maryland  21211
                                Attention:  David D. Smith
                                Telecopy:   (410) 467-5043
                                Telephone:  (410) 662-1008

<PAGE>

                                      -8-


            with a copies       Sinclair Communications, Inc.
            (which shall        2000 W. 41st Street
            not constitute      Baltimore, Maryland 21211
            notice) to:         Attention:  General Counsel
                                Telecopy:   (410) 662-4707
                                Telephone:  (410) 662-1422

                                and

                                Thomas & Libowitz, P.A.
                                USF&G Tower, Suite 1100
                                100 Light Street
                                Baltimore, Maryland  21202
                                Attention:  Steven A. Thomas
                                Telecopy:   (410) 752-2046
                                Telephone:  (410) 752-2468

            To Seller:          Channel 21, L.P.
                                1999 Avenue of the Stars
                                Suite 500
                                Los Angeles, CA  90067
                                Attention:  Mr. David Goldhill and
                                           Robert Finkelstein, Esq.
                                Telecopy:   (310) 553-3928
                                Telephone:  (310) 551-4098 or 4093

            with a copy         Dow, Lohnes & Albertson PLLC
            (which shall        1200 New Hampshire Avenue, N.W.
            not constitute      Suite 800
            notice) to:         Washington, DC  20036-6802
                                Attention: John T. Byrnes, Esq.
                                Telecopy:  (202) 776-2222
                                Telephone: (202) 776-2518

            To Indemnification Escrow Agent:
            --------------------------------

                               
                                ______________________________
                                ______________________________
                                ______________________________
                                                                              
                                Attention: ___________________
                                                         

<PAGE>
                                      -9-

                                Telephone: ___________________
                                Telecopy:  ___________________

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

      17.3 Entire Agreement;  Amendment.  This Agreement  contains all the terms
agreed  upon by the parties  with  respect to the subject  matter  hereof.  This
Agreement may be amended or modified only by written agreement executed by Buyer
and Seller and if the  amendment  in any way  affects the  compensation,  duties
and/or   responsibilities  of  the  Indemnification  Escrow  Agent,  by  a  duly
authorized  representative of the Indemnification 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.

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

      17.5 Governing Law;  Submission to  Jurisdiction.  THIS AGREEMENT SHALL BE
GOVERNED,  CONSTRUED  AND  ENFORCED  IN  ACCORDANCE  WITH THE  LAWS OF  MARYLAND
(WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF).

      17.6  Counterparts.  This  Agreement  may be  signed  upon any  number  of
counterparts  with the same effect as if the signatures on all  counterparts are
upon the same instrument.

      17.7  Earnings.  All income and earnings  upon any of the  Indemnification
Deposit  or the  Indemnification  Amount  shall be paid to the party or  parties
receiving  the  principal  portion of such funds pro rata based on the amount of
such funds  received


<PAGE>
                                      -10-


by such  party or  parties.  All income and  earnings  upon the  Indemnification
Deposit  or the  Indemnification  Amount  not  distributed  as of the end of any
taxable  period shall be deemed for tax  reporting  purposes to have accrued for
the account of Seller.

















<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
signed by their  respective duly authorized  officers as of the date first above
written.

                                     Buyer:

                                     KUPN, INC.



                                     By:  _____________________________
                                          Name:
                                          Title:


                                     Seller:

                                     CHANNEL 21, L.P.

                                     By:   Las Vegas Channel 21, Inc., a Nevada
                                           corporation, General Partner



                                     By: _________________________________    
                                         Name:
                                         Title:


                                     Indemnification Escrow Agent:
                                     -----------------------------

                                     FIRST UNION NATIONAL BANK OF NORTH CAROLINA



                                     By: __________________________
                                         Name:
                                         Title:



<PAGE>


                                   Schedule A
                                   ----------
                                  Compensation



























<PAGE>


                                 Exhibit 2.3(b)
                                 --------------

                    [Subject to comments of the Escrow Agent]

                                ESCROW AGREEMENT
                                ----------------


      This ESCROW  AGREEMENT  (this  "Agreement") is dated January ___, 1997, by
and among KUPN,  Inc.,  a Maryland  corporation  ("Buyer"),  CHANNEL 21, L.P., a
Nevada   limited   partnership   ("Seller"),   and   ___________________________
_________________________ ("Escrow Agent").


                                R E C I T A L S:
                                ----------------

      A. Seller and Buyer have entered into an Asset  Purchase  Agreement on the
date hereof (the "Purchase  Agreement"),  pursuant to which Seller has agreed to
sell,  transfer  and deliver to Buyer  certain  assets used in the  operation of
Television Station KUPN-TV, Las Vegas, Nevada.

      B. The Purchase Agreement provides that,  concurrent with the execution of
the Purchase  Agreement and to secure the obligations of Buyer to consummate the
transactions  contemplated  by the Purchase  Agreement,  Buyer is to execute and
deliver this  Agreement  and on the  expiration of each full 45 day period after
the date of this  Agreement,  in  accordance  with the terms of this  Agreement,
deposit with the Escrow Agent the Escrow Deposits (as hereinafter defined).

      C. Capitalized terms used, but not defined herein, shall have the meanings
ascribed to such terms in the Purchase Agreement.


                              A G R E E M E N T S:
                              --------------------

      In consideration of the above recitals and of the covenants and agreements
contained herein, Buyer, Seller and Escrow Agent agree as follows:

<PAGE>


                            SECTION 18.: ESCROW DEPOSIT



     18.1    Delivery.

         (a) On the expiration of each full 45 day period after the date hereof,
subject to Section  1.1(b) below,  Buyer shall deposit with Escrow Agent by wire
transfer of immediately available funds or by other means mutually acceptable to
the  parties,   Two  Million  Dollars   ($2,000,000)  (each  such  amount  being
hereinafter referred to as an "Escrow Deposit" and, collectively, as the "Escrow
Deposits").   The  Escrow  Deposits  and  all  interest  and  earnings   thereon
(collectively,  the "Escrow  Amount") shall be held by the Escrow Agent pursuant
to the terms of this Agreement.

         (b)  Notwithstanding  anything in this  Agreement to the contrary,  the
aggregate of all amounts  required to be deposited by Buyer  pursuant to Section
1.1(a) of this  Agreement  and paid by Buyer  pursuant to Section  2.3(a) of the
Purchase Agreement shall not exceed Fifteen Million Dollars ($15,000,000).

     18.2  Receipt.  The Escrow Agent shall  acknowledge  receipt of each Escrow
Deposit  in  writing  and  agrees  to hold and  disburse  the  Escrow  Amount in
accordance  with the terms and conditions of this Agreement and for the uses and
purposes stated herein.

     18.3 Investment and Income. Upon receipt of each Escrow Deposit, the Escrow
Agent shall, pending the disbursement thereof pursuant to this Agreement, invest
the  Escrow  Amount  in  accordance  with  Buyer's  instructions  in (a)  direct
obligations of, or obligations fully guaranteed by, the United States of America
or any agency thereof,  (b)  certificates of deposit issued by commercial  banks
having a combined  capital,  surplus and undivided  profits of not less than One
Hundred Million Dollars ($100,000,000), (c) repurchase agreements collateralized
by securities  issued by the United States of America or any agency thereof,  or
by any private  corporation  the obligations of which are guaranteed by the full
faith  and  credit  of  the  United  States  of  America,   (d)  prime  banker's
acceptances,  (e) money market funds investing in any of the above, or (f) other
investments of equal or greater security and liquidity.

<PAGE>


                    SECTION 19: DISBURSEMENT OF ESCROW AMOUNT

     The Escrow Agent shall release the Escrow  Amount only in  accordance  with
this Section 2.

     19.1 Payment of Escrow  Amount to Seller at Closing.  At the  Closing,  and
simultaneously  with the  performance  by Buyer and  Seller of their  respective
obligations  under the  Purchase  Agreement,  Buyer and Seller shall send to the
Escrow  Agent  telecopied  written  instructions  executed  by Buyer and  Seller
("Joint Instructions") authorizing the Escrow Agent to deliver the Escrow Amount
to Seller as a credit  against the  Estimated  Purchase  Price payable under the
Purchase  Agreement by Buyer in  accordance  with Section  2.6(a)  thereof.  The
Escrow Agent shall promptly comply with such Joint Instructions.

     19.2 Entitlement of Seller to Liquidated  Damages. In the event that Seller
shall give the Escrow Agent  written  notice  stating that Seller is entitled to
the Escrow Amount in accordance  with Section 9.2 of the Purchase  Agreement and
that Seller has sent a copy of such written notice of such claim to Buyer,  then
the Escrow Agent shall also promptly  give Buyer a copy of such written  notice.
At any time on or before the fifteenth  (15th) day after the receipt by Buyer of
such  notice from the Escrow  Agent,  Buyer may  contest  Seller's  claim to the
Escrow  Amount by written  notice  delivered to Seller and Escrow Agent  setting
forth the grounds for such  dispute.  Promptly  after the  expiration of fifteen
(15) days from the date of Buyer's receipt of such notice from the Escrow Agent,
if the Escrow Agent shall not have,  during such  fifteen-day  period,  received
from Buyer written notice  disputing  Seller's  claim to the Escrow Amount,  the
Escrow Agent shall pay the Escrow Amount to Seller as partial liquidated damages
as a consequence of Buyer's default under the Purchase  Agreement (which amount,
together with the Purchase  Price  Deposit  which Seller may retain  pursuant to
Section  9.2 of the  Purchase  Agreement)  the  parties  agree  is a  reasonable
estimate  of the  damages  that will be  suffered  by Seller as a result of such
default  by  Buyer  and  does not  constitute  a  penalty,  the  parties  hereby
acknowledging  the inconvenience  and  nonfeasibility of otherwise  obtaining an
adequate  remedy).  If Buyer shall give notice  disputing  Seller's claim to the
Escrow Amount, the Escrow Agent shall retain the Escrow Amount until the dispute
is resolved in  accordance  with


<PAGE>

Section 2.4 hereof.  All notices to be given or permitted to be given under this
Section shall be given as provided in Section 6.1 of this Agreement.

     19.3 Buyer's Rights to Return of the Escrow Amount. In the event that Buyer
shall give Escrow  Agent  written  notice  stating that Buyer is entitled to the
Escrow Amount in accordance with Section 9.2 of the Purchase  Agreement and that
Buyer has sent a copy of such  written  notice to Seller,  then the Escrow Agent
shall also promptly give Seller a copy of such written notice. At any time on or
before the fifteenth  (15th) day after the receipt by Seller of such notice from
the Escrow  Agent,  Seller may  contest  Buyer's  claim to the Escrow  Amount by
written notice delivered to Buyer and the Escrow Agent setting forth the grounds
for such dispute.  Promptly  after the  expiration of fifteen (15) days from the
date of Seller's  receipt of such notice  from the Escrow  Agent,  if the Escrow
Agent  shall not have,  during such  fifteen-day  period,  received  from Seller
written notice  disputing  Buyer's claim to the Escrow Amount,  the Escrow Agent
shall  return the Escrow  Amount to Buyer and, in  accordance  with the Purchase
Agreement, Buyer shall have the right to pursue all remedies available under the
Asset Purchase Agreement or at law or equity, including, without limitation, the
right to seek specific performance and/or monetary damages. If Seller shall give
notice  disputing  Buyer's  claim to the Escrow  Amount,  the Escrow Agent shall
retain the Escrow  Amount  until the  dispute is  resolved  in  accordance  with
Section 2.4 hereof.  All notices to be given or permitted to be given under this
Section shall be given as provided in Section 6.1 of this Agreement.

     2.4 Dispute.  In the event of any dispute  among any of the parties to this
Agreement,  including  with  respect to Seller's  claim to the Escrow  Amount or
Buyer's claim to the Escrow Amount,  or the  interpretation or administration of
this  Agreement,  the  Escrow  Agent  shall not comply  with any such  claims or
demands from either  Buyer or Seller as long as any such  dispute may  continue,
and in so refusing, the Escrow Agent shall make no delivery or other disposition
of the Escrow Amount and any other property then held by it under this Agreement
until it has received a final court order from a court of competent jurisdiction
directing disposition of such property.

<PAGE>

     2.5   Disbursement   Proceeds  In  Accordance   with  Joint   Instructions.
Notwithstanding  the  provisions  of Sections 2.1 through 2.4 above,  the Escrow
Agent,  upon receipt of Joint  Instructions  with respect to the delivery of the
Escrow  Amount,  shall  deliver  the  Escrow  Amount  in  accordance  with  such
instructions.

                            SECTION 20: ESCROW AGENT

     20.1  Appointment and Duties.  Buyer 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 Agreement.

     20.2  Compensation.  Compensation will be paid to the Escrow Agent one-half
by Buyer and one-half by Seller as specified on Schedule A annexed hereto.

     20.3  Indemnification.  Both  Seller  and  Buyer  will,  at their  expense,
indemnify the Escrow Agent, hold it harmless from any and all claims, regardless
of nature, arising out of or because of this Agreement, and exonerate the Escrow
Agent from any liability in connection with this  Agreement,  except as such may
arise because of the Escrow  Agent's gross  negligence or willful  misconduct in
performing its specified duties as Escrow Agent.

     20.4 Resignation. Escrow Agent may resign at any time upon giving the other
parties  hereto thirty (30) days' prior written  notice to that effect.  In such
event,  the  successor  shall be such person,  firm or  corporation  as shall be
mutually  selected by Buyer and Seller.  It is  understood  and agreed that such
resignation  shall not be effective  until a successor  agrees to act hereunder;
provided,  however,  if no successor is appointed  and acting  hereunder  within
thirty  (30) days after such notice is given,  Escrow  Agent may pay and deliver
the Escrow Amount into a court of competent jurisdiction.


<PAGE>


                     SECTION 21: LIABILITIES OF ESCROW AGENT

     21.1 Limitations. The Escrow Agent shall be liable only to accept, hold and
deliver the Escrow Amount in accordance  with the  provisions of this  Agreement
and amendments thereto; provided, however, that the Escrow Agent shall not incur
any liability with respect to (a) any action taken or omitted in good faith upon
the advice of its counsel  given with respect to any  questions  relating to its
duties and  responsibilities  as Escrow Agent under this  Agreement,  or (b) any
action taken or omitted in reliance upon any  instrument  which the Escrow Agent
shall in good faith believe to be genuine (including the execution, the identity
or  authority  of  any  person  executing  such  instrument,  its  validity  and
effectiveness, and the truth and accuracy of any information contained therein),
to have  been  signed by a proper  person  or  persons,  and to  conform  to the
provisions of this Agreement.

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

                             SECTION 22: TERMINATION

     This Agreement shall be terminated (a) upon  disbursement or release of the
Escrow Amount by the Escrow Agent in accordance with the provisions  hereof, (b)
by written  mutual  consent  signed by all parties,  or (c) upon delivery of the
Escrow Amount into a court of competent  jurisdiction in accordance with Section
3.4 hereof. This Agreement shall not be otherwise terminated.

                          SECTION 23: OTHER PROVISIONS

     23.1 Notices. All notices, demands and requests required or permitted to be
given under the provisions of this Agreement shall be (i) in writing,  (ii) sent
by telecopy  (with  receipt  personally  confirmed by  telephone),  delivered by
personal  delivery,  or sent by commercial  delivery  service or certified mail,
return receipt requested, (iii) deemed to have been given on the date telecopied
with receipt confirmed,  the date of personal delivery, or the date set forth in
the records of the


<PAGE>



delivery service or on the return receipt, and (iv) addressed as follows:


            To Buyer:            KUPN, Inc.
                                 2000 W. 41st Street
                                 Baltimore, Maryland  21211
                                 Attention:  David D. Smith
                                 Telecopy:                410/467-5043
                                 Telephone:  410/662-1008

            with copies          Sinclair Communications, Inc.
            (which shall         2000 W. 41st Street
            not constitute       Baltimore, Maryland  21211
            notice) to:          Attention:  General Counsel
                                 Telecopy:   410/662-4707
                                 Telephone:  410/662-1422

                                 Thomas & Libowitz, P.A.
                                 USF&G Tower, Suite 1100
                                 100 Light Street
                                 Baltimore, Maryland  21202
                                 Attention:  Steven A. Thomas
                                 Telecopy:   410/752-2046
                                 Telephone:  410/752-2468

            To Seller:           1999 Avenue of the Stars
                                 Suite 500
                                 Los Angeles, CA  90067
                                 Attention:  M. David Goldhill and
                                            Robert Finkelstein, Esq.
                                 Telecopy:   310/553-3928
                                 Telephone:  310/551-4098 or 4093

            with a copy          Dow, Lohnes & Albertson
            (which shall         1200 New Hampshire Avenue, N.W.
            not constitute       Suite 800
            notice) to:          Washington, DC  20036-6802
                                 Attention: John T. Byrnes, Jr., Esq.
                                 Telecopy:  (202) 776-2222
                                 Telephone: (202) 776-2518

            To Escrow Agent:     __________________________________

<PAGE>
                                                      
                                 __________________________________           
                                 __________________________________
                                 __________________________________          
                                                              
                                 Attention: _______________________
                                 Telecopy:  _______________________
                                 Telephone: _______________________

or to any other or additional persons and addresses as the parties may from time
to time designate in a writing delivered in accordance with this Section 6.1.

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

     23.3 Entire  Agreement;  Amendment.  This Agreement  contains all the terms
agreed  upon by the parties  with  respect to the subject  matter  hereof.  This
Agreement may be amended or modified only by written  agreement  executed by the
Seller and the Buyer 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.

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

     23.5 Governing Law;  Submission to  Jurisdiction.  THIS AGREEMENT  SHALL BE
GOVERNED,  CONSTRUED  AND  ENFORCED  IN  ACCORDANCE  WITH THE  LAWS OF  MARYLAND
(WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF).

     23.6  Counterparts.  This  Agreement  may be  signed  upon  any  number  of
counterparts  with the same effect as if the signatures on all  counterparts are
upon the same instrument.


<PAGE>

     23.7  Earnings.  All income  and  earnings  upon the Escrow  Deposit or the
Escrow Amount shall be paid to the party receiving the principal portion of such
funds pro rata  based on the  amount of such  funds  received  by such  party or
parties.  All income and earnings  upon the Escrow  Deposit or the Escrow Amount
not  distributed  as of the end of any  taxable  period  shall be deemed for tax
reporting purposes to have accrued for the account of Buyer.












<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by their  respective duly authorized  officers as of the date first above
written.


                                   Buyer:
                                   ------

                                   KUPN, INC.



                                   By:  _____________________________
                                        Name:
                                        Title:


                                   Seller:
                                   -------

                                   CHANNEL 21, L.P.

                                   By:  Las Vegas Channel 21, Inc., a Nevada
                                        corporation, General Partner



                                        By: __________________________________ 
                                            Name:
                                            Title:


                                   Escrow Agent:
                                   -------------

                                   _________________________________




                                   By: ____________________________
                                       Name:
                                       Title:



<PAGE>


                                   Schedule A
                                   ----------
                                  Compensation






















<PAGE>

                                 Exhibit 8.2(f)
                                 --------------

                                 [Closing Date]



KUPN, Inc.
2000 W. 41st Street
Baltimore, Maryland  21211

               Re:   Asset Purchase Agreement, dated as of January ___,
                     1997, by and between Channel 21, L.P. and KUPN, Inc.
                     ----------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Channel 21, L.P., a Nevada limited  partnership
(the "Seller"), in connection with the transactions contemplated by that certain
Asset  Purchase  Agreement,  dated as of January ___, 1997 (the "Asset  Purchase
Agreement"),  by and  between  Seller and KUPN,  Inc.,  a  Maryland  corporation
("Buyer").  This opinion is being delivered to you pursuant to Section 8.2(f) of
the  Asset  Purchase  Agreement.  All  capitalized  terms  used  herein  but not
otherwise  defined in this opinion shall have the meanings  ascribed  thereto in
the Asset Purchase Agreement.

     In rendering this opinion, we have reviewed:

     24. the publicly  available files in the Washington,  D.C. public reference
office  of the FCC  pertaining  to the  Station  on [date to be  completed  upon
delivery of opinion based upon date of search],

     25. the Asset Purchase Agreement,

     26. the Assignment and Assumption  Agreement and the  Indemnification  Fund
Agreement (collectively, the "Related Agreements"),



<PAGE>
KUPN, Inc.
[Closing Date]
Page 25

     27.  the  Agreement  of  Limited  Partnership  and  Certificate  of Limited
Partnership of Seller (collectively, the "Seller Partnership Agreement"),

     28.  the  records  of  certain  proceedings  and  actions of Seller and its
partners,  in the forms  certified to us by an officer of the general partner of
Seller  as  being  true,  correct  and  complete  and to be in  effect  (without
rescission, modification or amendment) on the date of this opinion, and

     29. the  agreements  to which Seller is a party that are listed on Schedule
__________ to the Asset Purchase  Agreement and those  additional  agreements to
which  Seller is a party that  Seller has  certified  to us are  material to the
operation of Seller's  business or the  transactions  contemplated  by the Asset
Purchase  Agreement,  each in the form  certified to us by Seller to be true and
complete on the date of this opinion (the "Seller Agreements").

We have not reviewed the records of any court.

     In our  examination  of documents  and records,  we have  assumed,  without
investigation,  (i) that the FCC's  publicly  available  files were complete and
accurately  maintained  and indexed at the time of their  examination  by us and
that there have been no changes in such files since the date of our examination,
(ii) the  genuineness  of all  signatures,  (iii) the legal  capacity of natural
persons,  (iv) the  authenticity of all documents  submitted to us as originals,
and (v) the  conformity  with  originals  of all  documents  submitted  to us as
telecopied,  certified, photostatic or reproduced copies and the authenticity of
all such documents.  We have also assumed, but not independently  verified, that
the Asset Purchase  Agreement,  the Related  Agreements and all other  documents
executed by a party other than Seller were duly and validly authorized, executed
and  delivered  by such  party,  that  such  party has the  requisite  power and
authority to execute,  deliver and perform such agreements

<PAGE>

KUPN, Inc.
[Closing Date]
Page 26

and other  documents,  and that such  agreements and other  documents are legal,
valid and binding  obligations  of such party and are  enforceable  against such
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 Asset  Purchase  Agreement,  (b)  written  and oral
representations   of  officers  of  the  general   partner  of  Seller  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 the phrases "to our knowledge,"  "known to us" or similar  phrases.
In each case,  such knowledge  refers only to the actual  existing  knowledge of
attorneys in our firm involved in representing Seller 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  Seller 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 is true.

     This  opinion is limited to the law of the  District  of  Columbia  and the
federal law of the United States of America, including,  without limitation, the
Communications Act of 1934, as amended, and the rules, regulations and published
policies  of the FCC,  insofar  as such laws  apply  (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

<PAGE>
KUPN, Inc.
[Closing Date]
Page 27

applicable to the  transactions  contemplated by the  Transaction  Documents and
excludes  those  set forth in  Section  19 of the  Legal  Opinion  Accord of the
American Bar Association  Section of Business Law (1991).  We advise you that we
are not admitted to practice law in the States of Maryland or Nevada,  and we do
not purport to be experts in the laws of the States of  Maryland or Nevada.  Our
opinions are given as if the Asset  Purchase  Agreement  and each of the Related
Agreements were governed by the laws of the District of Columbia.  You recognize
that the express terms of such  agreements  provide that they are to be governed
by the law of the State of Maryland,  which may be different from the law of the
District of Columbia in certain relevant  respects.  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 Asset Purchase  Agreement and the Related  Agreements 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 Asset  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, or (iii)
the right, title or interest of Seller in or to any of the Assets.



<PAGE>
KUPN, Inc.
[Closing Date]
Page 28


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

    1. Seller is a limited partnership duly formed, validly existing and in good
standing  under  the  laws of the  State of  Nevada.  Seller  has the  requisite
partnership  power and  authority  to  execute,  deliver  and  perform the Asset
Purchase Agreement.

    2. The execution,  delivery and  performance by Seller of the Asset Purchase
Agreement  and  the  Related  Agreements  to  which  it  is  a  party,  and  the
consummation  by  Seller,  to  the  extent   applicable,   of  the  transactions
contemplated  thereby,  have been duly and validly  authorized  by all necessary
partnership action on the part of Seller.

    3. The Asset Purchase  Agreement and the Related  Agreements to which Seller
is a party have been duly and validly executed and delivered by Seller,  and the
Asset Purchase  Agreement and each Related Agreement  constitutes a legal, valid
and  binding  agreement  of  Seller  (to  the  extent  it is a  party  thereto),
enforceable  against  Seller (to the extent it is a party thereto) in accordance
with its terms.

    The  execution,  delivery and  performance  by Seller of the Asset  Purchase
Agreement and the Related Agreements and the

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


    The opinions  expressed in paragraphs 1 and 2 may be given by Dow,  Lohnes &
Albertson,  relying on the opinions of Nevada counsel or counsel which organized
Seller  (which may not be admitted  to practice in Nevada),  or directly by such
Nevada counsel or counsel which  organized  Seller.  If Dow,  Lohnes & Albertson
gives the opinions expressed in paragraphs 1 and 2 in reliance on other counsel,
the opinions of such other counsel shall  specifically state that KUPN, Inc. may
rely on such opinions.



<PAGE>
KUPN, Inc.
[Closing Date]
Page 29


consummation by Seller of the transactions  contemplated  thereby,  assuming all
necessary  consents of third parties have been received in connection  with such
execution,   delivery  and  performance  and  consummation  of  the  transaction
contemplated thereby, will not (a) conflict with or violate any provision of the
Seller  Partnership  Agreement;  (b) conflict  with or constitute a breach of or
default (or give rise to any right of termination, cancellation or acceleration)
under any of the Seller Agreements or (c) violate or conflict with any provision
of Applicable Law, or any judgment,  order or ruling of  governmental  authority
known to us to be applicable to Seller or any of the Assets.

     5.  Seller  holds the FCC  licenses  and  authorizations  issued by the FCC
listed on Exhibit A hereto  (the "FCC  Licenses").  The FCC  Licenses  listed on
Exhibit  A are valid  for the full  term set  forth in  Exhibit  A  hereto,  are
currently in effect and are not subject to any conditions,  other than those set
forth on the FCC Licenses or that pertain to the FCC  Licenses  under  generally
applicable rules or policies of the FCC.

     6. The FCC has granted its consent (the "FCC Consent") to the assignment of
the FCC Licenses from Seller to Buyer. The FCC Consent is in effect and the time
periods  specified  by  statute  or FCC  regulations  for  filing a request  for
administrative  or judicial review,  reconsideration,  appeal or stay of the FCC
Consent  and for the FCC to set aside the FCC  Consent  on its own  motion  have
expired.  To our knowledge,  after our review only of the FCC publicly available
files  as  described  above,  the FCC  Consent  has not been  reversed,  stayed,
enjoined,  set aside,  annulled or suspended,  no request for  administrative or
judicial  review,  reconsideration,  appeal or stay of the FCC  Consent has been
filed, and the FCC has not initiated a review of or set aside the FCC Consent on
its own motion.


<PAGE>
KUPN, Inc.
[Closing Date]
Page 30

     7. To our  knowledge,  after our review only of the FCC publicly  available
files as described above,  except as described on Exhibit B hereto,  there is no
order,  judgment,  decree,  notice of apparent  liability or order of forfeiture
outstanding,  and no  petition,  complaint,  action,  suit,  notice of  apparent
liability, order of forfeiture, investigation or other proceeding pending before
the FCC or  threatened  in  writing  by or before the FCC  against  Seller  with
respect  to the  Station  or any of the FCC  Licenses  (other  than rule  making
proceedings of general applicability to the television industry).

     We  express no  opinion  as to the  effect of the  violation  of any law or
regulation  that may be applicable to Seller as a result of the  involvement  of
parties other than Seller in the transactions contemplated by the Asset 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 Asset 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;
provided, however, that Chase


<PAGE>

KUPN, Inc.
[Closing Date]
Page 31



Manhattan Bank (National Association) (individually and as agent) and such other
financial  institutions that are providing  financing to the Buyer in connection
with the acquisition of the Assets may rely on the foregoing  opinions solely in
connection with such financing.

                                             Very truly yours,

                                             DOW, LOHNES & ALBERTSON, PLLC




                                             By:_____________________________
                                             _________________, Member
















<PAGE>

                                    EXHIBIT A
                                    ---------

                                  FCC LICENSES
                                  ------------


                      [To be completed on the Closing Date]





















<PAGE>

                                    EXHIBIT B
                                    ---------

                                   COMPLAINTS
                                   ----------



                      [To be completed on the Closing Date]













<PAGE>

                                 Exhibit 8.2(i)
                                 --------------

                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------


     This ASSIGNMENT AND ASSUMPTION  AGREEMENT  (this  "Agreement") is made this
___ day of ____________, 1997, by and between Channel 21, L.P., a Nevada limited
partnership ("Seller"), and KUPN, Inc., a Maryland corporation ("Buyer").

                                R E C I T A L S:
                                ----------------

     A. Seller and Buyer have entered into an Asset Purchase Agreement, dated as
of January ___, 1997 (the  "Purchase  Agreement"),  pursuant to which the Seller
has agreed, among other things, to transfer, convey, assign and deliver to Buyer
all of Seller's right,  title and interest in and to the tangible and intangible
assets  used or  useful  in  connection  with the  conduct  of the  business  or
operations of Television  Station  KUPN-TV,  Las Vegas,  Nevada (the "Station"),
other than the assets  specifically  excluded  as provided in Section 2.2 of the
Purchase Agreement.

     B. Section 2.7 of the Purchase  Agreement  provides that, as of the Closing
Date,  Buyer shall assume and undertake to pay,  discharge  and perform  certain
obligations and liabilities of Seller.

     C. Sections 8.2(i) and 8.3(d) of the Purchase  Agreement  contemplate  that
this Agreement is to be entered into and delivered at Closing.

     D. All  capitalized  terms not otherwise  defined herein and defined in the
Purchase  Agreement shall have the meanings  attributed  thereto in the Purchase
Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
agreements and covenants  contained  herein and in the Purchase  Agreement,  and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby


<PAGE>

                                      -35-


acknowledged, the parties hereto, intending legally to be bound, hereby agree as
follows:





     1.  Assignment  of Assets.  Seller does hereby sell,  assign,  transfer and
deliver to Buyer all of its right, title and interest in and to the tangible and
intangible assets used or useful in the conduct of the business or operations of
the  Station,  free and clear of any claims,  liabilities,  security  interests,
mortgages,  liens,  pledges,  conditions,  charges or encumbrances of any nature
whatsoever  (except for Permitted Liens),  including,  without  limitation,  the
following:

               a. the Tangible Personal Property;

               b. the Real Property;

               c.  the  Licenses  (subject  to  Buyer's  right  to have  the FCC
Licenses assigned directly to the License Assignee);

               d. the Assumed Contracts;

               e. the Intangibles;

               f. all of Seller's proprietary information, technical information
and data,  maps,  computer  discs and tapes,  plans,  diagrams,  blueprints  and
schematics,  including  filings  with  the FCC,  relating  to the  business  and
operations of the Station;

               g. all  books  and  records  of  Seller  relating  solely  to the
business or operations of the Station,  including executed copies of the Assumed
Contracts,  and all records required by the FCC to be kept by the Station, other
than  account  books of  original  entry  and such  files and  records  that are
maintained  at the  corporate  offices of Seller's  general  partner for tax and
accounting purposes;

<PAGE>

                                      -36-


               h. all  deposits  and prepaid  expenses of Seller with respect to
items  that are  prorated  in favor of Seller  pursuant  to  Section  2.5 of the
Purchase Agreement; and

               i. all other assets of Seller not constituting Excluded Assets;

but  excluding  the  Excluded  Assets as defined in Section 2.2 of the  Purchase
Agreement, and Buyer does hereby accept such assignment.

     2. Assumption of Obligations.  As of the Closing Date,  Buyer shall assume,
pay,  discharge and perform the following  obligations,  duties and liabilities:
(a) any  obligation  or  liability  of Seller  arising  out of or related to the
ownership  and operation of the Station and the Assets  (including  the Licenses
and the Assumed  Contracts)  to the extent that either (1) the  obligations  and
liabilities  relate to the period from and after the  Effective  Time or (2) the
Purchase Price was reduced pursuant to Section 2.5(a) of the Purchase  Agreement
as a result of the proration or adjustment of such  obligations and liabilities;
(b) any liability or  obligation  to any former  employee of Seller who has been
hired by Buyer,  attributable to any period of time on or after the Closing Date
or as provided in Section 6.8 of the Purchase  Agreement;  (c) any  liability or
obligation  arising out of any litigation,  proceeding or claim by any person or
entity  relating  to the  business  or  operations  of the Station or any of the
Assets with respect to any events or circumstances  that are attributable to the
period  on or after the  Closing  Date;  (d) any  severance  or other  liability
arising out of the termination of any employee's  employment with or by Buyer on
or after the Closing Date; (e) any duty, obligation or liability relating to any
pension,  401(k) or other similar  plan,  agreement or  arrangement  provided by
Buyer to any employee or former employee of Seller on or after the Closing Date;
and (f) all  state  and local  sales or use  taxes  (or  their  equivalent)  and
transfer  taxes or recording  fees payable as a  consequence  of the sale of the
Assets hereunder,  but subject to Seller's obligations under Section 11.1 of the
Purchase Agreement.

<PAGE>

                                      -37-

     Buyer shall not assume any obligations or liabilities of Seller, including,
without  limitation,  any of the  following  that exist now or at the Closing or
that may arise in the  future:  (i) any  obligations  or  liabilities  under any
Excluded  Contract,  (ii) any  obligations  or  liabilities  under  the  Assumed
Contracts  relating to the period prior to the Effective Time, except insofar as
a  proration   or   adjustment   therefor  is  made  in  favor  of  Buyer  under
Section 2.5(a)  of  the  Purchase  Agreement,   (iii)  liabilities  relating  to
indebtedness  of Seller  for  borrowed  money,  (iv)  liabilities  for claims or
litigation  involving  the  Station  relating to events  occurring  prior to the
Effective  Time or (v) except as otherwise  provided in the Purchase  Agreement,
obligations  or  liabilities  relating to  employees  not  specifically  assumed
thereunder.

     3. Purchase  Agreement.  This Agreement is subject to and controlled by the
terms of the  Purchase  Agreement,  including,  without  limitation,  that it is
subject  to all  limitations  on  indemnification  set  forth  in  the  Purchase
Agreement.

     4. Further Assurances. Buyer and Seller shall execute and deliver from time
to time hereafter, upon reasonable request of such other party, all such further
documents  and  instruments,  and shall do and  perform  all such acts as may be
necessary, to give full effect to the intent and meaning of this Agreement.

     5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF MARYLAND  (BUT NOT THE LAWS  PERTAINING  TO CHOICE OF LAW) AS TO ALL MATTERS,
INCLUDING,  BUT NOT  LIMITED  TO,  MATTERS OF  VALIDITY,  CONSTRUCTION,  EFFECT,
PERFORMANCE AND REMEDIES.

<PAGE>

                                      -38-



     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and  delivered  by their duly  authorized  officers as of the day and year first
written above.

                                           SELLER:

                                           CHANNEL 21, L.P., a Nevada limited
                                           partnership

                                           By:   Las Vegas Channel 21, Inc., a
                                                 Nevada corporation, General
                                                 Partner



                                           By: __________________________
                                               Name:
                                               Title:



                                           BUYER:

                                           KUPN, INC.



                                           By: __________________________
                                               Name:
                                               Title:





                                      -39-
<PAGE>

                                 Exhibit 8.2(k)
                                 --------------

                            NONCOMPETITION AGREEMENT
                            ------------------------


     THIS NONCOMPETITION  AGREEMENT (this "Agreement") is made as of this ______
day of __________, 1997 by _______________________, ("Covenantor").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  Channel 21, L.P., a Nevada limited  partnership  ("Seller"),  and
KUPN,  Inc.,  a  Maryland  corporation  ("Buyer"),  have  entered  into an Asset
Purchase  Agreement,  dated as of January  24, 1997 (the  "Purchase  Agreement")
pursuant  to which  Seller has agreed to sell and Buyer has agreed to  purchase,
substantially all of the assets of Television Station KUPN-TV, Las Vegas, Nevada
(the "Station") on the terms set forth in the Purchase Agreement;

     WHEREAS,  Section  8.2(k)  of  the  Purchase  Agreement  provides  for  the
execution and delivery of this Agreement by Covenantor,  and Covenantor realizes
and acknowledges a benefit to [him] [her] as a result of the consummation of the
transactions contemplated by the Purchase Agreement; and

     WHEREAS, capitalized terms used and not otherwise defined herein shall have
the respective meanings ascribed to them in the Purchase Agreement;

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  and  agreements  hereinafter  set forth and as set forth in the Asset
Purchase Agreement,  and other good and valuable consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  the Covenantor  hereto covenants
and agrees as follows:


<PAGE>
                                      -40-

         1.  Covenant  Not to  Compete.  Covenantor  agrees that for a period of
two (2)  years  following  the date hereof in the case of Clause (A) and one (1)
year in the case of Clause (B)(the  "Restricted  Period"),  he will not, without
the express  prior written  consent of the Buyer (which  consent may be given or
withheld in the sole discretion of Buyer), directly or indirectly,  or otherwise
through any  Affiliates:  (A) either  become or act as, a  proprietor,  partner,
officer,  director,  employee,  stockholder  (other than as a holder of not more
than  five  percent  (5%) of any  class  of  securities  of any  corporation  or
partnership,  which  securities  have been  registered  under  Section 12 of the
Securities  Exchange Act of 1934, as amended) of, joint venturer or investor in,
or  agent  for,  or   consultant  to  (whether  for   compensation   or  without
compensation), or otherwise render any services for any television station whose
principal  broadcasting  tower is located  within a radius of 100 miles from the
main post office of the City of Las Vegas,  (the "Geographic  Area") or (B) hire
or solicit away,  interfere  with,  attempt to engage in any of the foregoing or
assist any other person or entity in engaging or  attempting to engage in any of
the foregoing with respect to, any employee of the Station or any Person who was
an employee of the Station as of the date hereof;  provided that the restriction
in this  Clause (B) shall only apply to those  employees  to whom Buyer  offered
employment  and  shall  not  apply to any  employee  so long as  Buyer  consents
thereto, such consent not to be unreasonably withheld. The applicable Restricted
Period referred to in this Section 1 shall be tolled on a day-for-day  basis for
each day during which  Covenantor  participates  in any activity in violation of
this Section 1 so that  Covenantor  is  restricted  from engaging in the conduct
referred to in the Section 1 for the full applicable Restricted Period.

         2.  Consideration.  In consideration of Covenantor's  obligations under
this  Agreement,  Buyer  shall  pay  Covenantor  a fee  of One  Hundred  Dollars
($100.00).

         3.  Reasonableness.  Covenantor  acknowledges that the restrictions set
forth  in  this  Agreement  are  reasonably  necessary  to  prevent  the use and
disclosure of confidential


<PAGE>
                                      -41-


information,  and to otherwise protect the legitimate  business interests of the
Station.  Covenantor  further  acknowledges  that the Station actively  conducts
business  in the  Geographic  Area  and  that  all of the  restrictions  in this
Agreement  are  reasonable  in  all  respects,  including  duration,  geographic
territory and scope of activity restricted.

         4.  Injunctive  Relief.  Covenantor  acknowledges  that the breach,  or
threatened breach, by Covenantor of the provisions of this Agreement shall cause
irreparable  harm to the Buyer,  which harm cannot be reasonably,  adequately or
fully redressed by the payment of damages. Accordingly, Buyer shall be entitled,
in addition to any other right or remedy it may have at law or in equity,  to an
injunction  enjoining or  restraining  Covenantor  from any breach or threatened
breach of this Agreement.  Covenantor hereby waives the defense in any equitable
proceeding that there is an adequate  remedy at law for any such breach.  In the
event of any legal action  between the parties  arising out of or in relation to
this agreement,  the prevailing  party in such  litigation  shall be entitled to
recover, in addition to any other legal remedies, all of its costs and expenses,
including,   without   limitation,   reasonable   attorney's   fees,   from  the
nonprevailing  party  regardless  of whether such legal action is  prosecuted to
completion.

         5. Benefit and Assignment. No person or entity other than the Buyer and
its permitted assigns is or shall be entitled to bring any action to enforce any
provision  of this  Agreement  against the  Covenantor,  and the  covenants  and
agreements set forth in this  Agreement  shall be solely for the benefit of, and
shall be enforceable  only by,  Covenantor and Buyer and its permitted  assigns.
None of the rights  hereunder shall be assignable  without prior written consent
of  Covenantor,  except  that  Buyer  shall be  permitted  to assign  its rights
hereunder  to any  acquiror  of all or  substantially  all of the  assets of the
Station.

         6. Entire  Agreement.  This Agreement  constitutes the entire agreement
and supersedes all agreements and 

<PAGE>

                                      -42-


understandings,  both  written  and oral,  with  respect to the  subject  matter
hereof.

         7. Amendment. This Agreement may not be amended except by an instrument
in writing signed by or on behalf of the Covenantor and the Buyer.

         8.  Severability.  If any part or any provision of this Agreement shall
be invalid or unenforceable  under applicable law, said part or provisions shall
be ineffective to the extent of such invalidity or unenforceablity only, without
in any way  affecting the  remaining  parts of such  provisions or the remaining
provisions  of this  Agreement.  The parties  hereto  agree that,  if a court of
competent jurisdiction adjudges any provision of this Agreement to be invalid or
unenforceable,  such court shall modify such provision so that it is enforceable
to the full extent permitted by applicable law.

         9. GOVERNING  LAW. THIS AGREEMENT  SHALL BE GOVERNED IN ALL RESPECTS BY
THE LAWS OF THE STATE OF NEVADA  (BUT NOT THE  PROVISIONS  THEREOF  RELATING  TO
CONFLICTS  OF LAW) AS TO ALL  MATTERS  INCLUDING  BUT NOT  LIMITED TO MATTERS OF
VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES.

         10. No Waiver.  No delay or omission  by Buyer or Seller in  exercising
any right  under this  Agreement  will  operate as a waiver of that or any other
right.  A waiver or  consent  given by Buyer or Seller  on any one  occasion  is
effective  only in that instance and will not be construed as a bar to or waiver
of any right on any other occasion.  Any waiver must be in writing and signed by
the party granting the waiver.

         11.  Headings.   The  descriptive  headings  herein  are  inserted  for
convenience of reference only and are not intended to be a part of or affect the
meaning or interpretation of this Agreement.

         12.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.


<PAGE>

                                      -43-



         IN WITNESS  WHEREOF,  Covenantor  has executed this Agreement as of the
day and year first above written.


                                                   [COVENANTOR]



                                                   _____________________________






<PAGE>

                                Exhibit 8.3 (e)
                                ---------------


                                 [Closing Date]




Channel 21, L.P.
1999 Avenue of the Stars, Suite 500
Los Angeles, California  90067

               Re:   Asset Purchase Agreement, dated as of January
                     ____, 1997, by and between Channel 21, L.P. and
                     KUPN, Inc.                                    

Ladies and Gentlemen:

     We have  acted as  counsel  to KUPN,  Inc.,  a  Maryland  corporation  (the
"Buyer"), in connection with the transactions contemplated by that certain Asset
Purchase  Agreement,  dated  as of  January  ____,  1997  (the  "Asset  Purchase
Agreement"),  by and between Channel 21, L.P., a Nevada limited partnership (the
"Seller"), and Buyer. This opinion is being delivered to you pursuant to Section
8.3(e) of the Asset Purchase  Agreement.  All capitalized  terms used herein but
not otherwise  defined in this opinion shall have the meanings  ascribed thereto
in the Asset Purchase Agreement.

     In rendering this opinion, we have reviewed:

     1.   the Asset Purchase Agreement;

     2.   the Assignment and Assumption  Agreement and the Indemnification  Fund
Agreement (collectively, the "Related Agreements");

     3.   the Certificate of Incorporation and By-Laws of Buyer; and

     4.   the  records  of  certain  proceedings  and  actions  of Buyer and its
shareholders,  in the forms  certified to us by an officer of the Buyer as being
true, correct and complete and to

                                      -44-


<PAGE>
Channel 21, L.P.
[Closing Date]
Page 46

be in effect (without rescission, modification or amendment) on the date of this
opinion. We have not reviewed the records of any court.

     In our  examination  of documents  and records,  we have  assumed,  without
investigation, (i) the genuineness of all signatures, (ii) the legal capacity of
natural  persons,  (iii) the  authenticity  of all documents  submitted to us as
originals,  and (iv) the conformity with originals of all documents submitted to
us  as  telecopied,   certified,   photostatic  or  reproduced  copies  and  the
authenticity of all such documents.  We have also assumed, but not independently
verified,  that the Asset  Purchase  Agreement,  the Related  Agreements and all
other documents  executed by a party other than Buyer or any of its subsidiaries
were duly and validly  authorized,  executed and  delivered by such party,  that
such party has the requisite power and authority to execute, deliver and perform
such  agreements  and  other  documents,  and that  such  agreements  and  other
documents  are  legal,  valid  and  binding  obligations  of such  party and are
enforceable against such 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 Asset  Purchase  Agreement,  (b)  written  and oral
representations  of officers of Buyer, 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  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  Buyer 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

                                      -45-

<PAGE>
Channel 21, L.P.
[Closing Date]
Page 47


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  the Buyer
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 Asset  Purchase
Agreement and the Related  Agreements and excludes those set forth in Section 19
of the Legal Opinion Accord of the American Bar Association  Section of Business
Law (1991).  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 Asset Purchase  Agreement and the Related  Agreements 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 Asset  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 and bulk transfer or sales laws,
(iv) matters arising under


                                      -46-

<PAGE>
Channel 21, L.P.
[Closing Date]
Page 48


the Communications Act of 1934, as amended,  or the laws, rules,  regulations or
policies of the Federal Communications Commission, or (v) antitrust laws.

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

     1. Buyer is a  corporation  duly  organized,  validly  existing and in good
standing  under  the laws of the  State of  Maryland.  Buyer  has the  requisite
corporate power and authority to execute, deliver and perform the Asset Purchase
Agreement.

     2. The execution,  delivery and  performance by Buyer of the Asset Purchase
Agreement  and the  Related  Agreements  and the  consummation  by  Buyer of the
transactions  contemplated  thereby have been duly and validly authorized by all
necessary corporate action on the part of the Buyer.

     3. The Asset Purchase  Agreement and the Related  Agreements have been duly
and  validly  executed  and  delivered  by Buyer and each of the Asset  Purchase
Agreement  and each Related  Agreement  constitutes  a legal,  valid and binding
agreement of Buyer enforceable against Buyer in accordance with its terms.

     We  express no  opinion  as to the  effect of the  violation  of any law or
regulation that may be applicable to the Buyer as a result of the involvement of
parties  other  than the  Buyer in the  transactions  contemplated  by the Asset
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


                                      -47-

<PAGE>
Channel 21, L.P.
[Closing Date]
Page 49



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 Asset 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.



                                               By:_____________________________


                                                                               



                                      -48-

Source: OneCLE Business Contracts.