ASSET PURCHASE AGREEMENT

                              DATED AUGUST 20, 1999

                                      AMONG

                          SINCLAIR COMMUNICATIONS, INC.
                            SINCLAIR MEDIA III, INC.
                   SINCLAIR RADIO OF KANSAS CITY LICENSEE, LLC

                                   AS SELLERS,

                                       AND

                          ENTERCOM COMMUNICATIONS CORP.

                                    AS BUYER

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                                TABLE OF CONTENTS


1. CERTAIN DEFINITIONS..............................................................1
   1.1    Terms Defined in this Section.............................................1
   1.2    Terms Defined Elsewhere in this Agreement.................................7
2. EXCHANGE AND TRANSFER OF ASSETS; ASSET VALUE.....................................9
   2.1    Agreement to Exchange and Transfer........................................9
   2.2    Excluded Assets...........................................................9
   2.3    Purchase Price...........................................................11
          Purchase Price Increase..................................................11
          Prorations...............................................................11
          Manner of Determining Adjustments........................................12
   2.4    Payment of Purchase Price................................................13
          Payment of Estimated Purchase Price At Closing...........................13
          Payments to Reflect Adjustments..........................................14
   2.5    Assumption of Liabilities and Obligations................................14
3. REPRESENTATIONS AND WARRANTIES OF SELLERS.......................................14
   3.1    Organization and Authority of Sellers....................................15
   3.2    Authorization and Binding Obligation.....................................15
   3.3    Absence of Conflicting Agreements; Consents..............................15
   3.4    Governmental Licenses....................................................15
   3.5    Real Property............................................................16
   3.6    Tangible Personal Property...............................................17
   3.7    Contracts................................................................17
   3.8    Intangibles..............................................................18
   3.9    Title to Properties......................................................18
   3.10   Financial Statements.....................................................18
   3.11   Taxes....................................................................19
   3.12   Insurance................................................................19
   3.13   Reports..................................................................19
   3.14   Personnel and Employee Benefits..........................................19
          Employees and Compensation...............................................19
          Pension Plans............................................................20
          Welfare Plans............................................................20
          Benefit Arrangements.....................................................20
          Multiemployer Plans......................................................21
          Delivery of Copies of Relevant Documents and Other Information...........21
          Labor Relations..........................................................21
   3.15   Claims and Legal Actions.................................................21
   3.16   Environmental Compliance.................................................21
   3.17   Compliance with Laws.....................................................22
   3.18   Conduct of Business in Ordinary Course...................................22
   3.19   Transactions with Affiliates.............................................22
   3.20   Broker...................................................................23
   3.21   Insolvency Proceedings...................................................23
   3.22   Year 2000 Compatibility..................................................23
4.  REPRESENTATIONS AND WARRANTIES OF BUYER........................................23
   4.1    Organization, Standing and Authority.....................................23
   4.2    Authorization and Binding Obligation.....................................23
   4.3    Absence of Conflicting Agreements and Required Consents..................23
   4.4    Brokers..................................................................24
   4.5    Availability of Funds....................................................24
   4.6    Qualifications of Buyer..................................................24
   4.7    WARN Act.................................................................24



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   4.8    Buyer's Defined Contribution Plan........................................25
5. OPERATION OF THE STATIONS PRIOR TO CLOSING......................................25
   5.1    Contracts................................................................25
   5.2    Compensation.............................................................25
   5.3    Encumbrances.............................................................25
   5.4    Dispositions.............................................................25
   5.5    Access to Information....................................................26
   5.6    Insurance................................................................26
   5.7    Licenses.................................................................26
   5.8    Obligations..............................................................26
   5.9    No Inconsistent Action...................................................26
   5.10   Maintenance of Assets....................................................26
   5.11   Consents.................................................................26
   5.12   Books and Records........................................................27
   5.13   Notification.............................................................27
   5.14   Financial Information....................................................27
   5.15   Compliance with Laws.....................................................28
   5.16   Programming..............................................................28
   5.17   Preservation of Business.................................................28
   5.18   Normal Operations........................................................28
   5.19   Reserved.................................................................28
6. SPECIAL COVENANTS AND AGREEMENTS................................................28
   6.1    FCC Consent..............................................................28
   6.2    Hart-Scott-Rodino........................................................29
   6.3    Risk of Loss.............................................................29
   6.4    Confidentiality..........................................................29
   6.5    Cooperation..............................................................29
   6.6    Control of the Stations..................................................29
   6.7    Accounts Receivable......................................................30
   6.8    Allocation of Purchase Price.............................................30
   6.9    Access to Books and Records..............................................31
   6.10   Employee Matters.........................................................31
          Certain Payments.........................................................33
   6.11   Reserved.................................................................34
   6.12   Public Announcements.....................................................34
   6.13   Disclosure Schedules.....................................................34
   6.14   Bulk Sales Law...........................................................34
   6.15   Environmental Site Assessment............................................34
   6.16   Reserved.................................................................35
   6.17   Adverse Developments.....................................................35
   6.18   Title Insurance..........................................................35
   6.19   Surveys..................................................................35
   6.20   Reserved.................................................................35
   6.21   Reserved.................................................................35
   6.22   Cooperation on Tax Matters...............................................36
   6.23   Reference to Original Agreement..........................................36
7.  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER..................................36
   7.1    Conditions to Obligations of Buyer.......................................36
          Representations and Warranties...........................................36
          Covenants and Conditions.................................................36
          FCC Consent..............................................................36
          Hart-Scott-Rodino........................................................37
          Governmental Authorizations..............................................37
          Consents.................................................................37
          Deliveries...............................................................37
          Satisfactory Environmental Assessment....................................37



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   7.2    Conditions to Obligations of Sellers.....................................37
          Representations and Warranties...........................................37
          Covenants and Conditions.................................................37
          FCC Consent..............................................................37
          Hart-Scott-Rodino........................................................37
          Deliveries...............................................................37
8.  CLOSING AND CLOSING DELIVERIES.................................................38
   8.1    Closing..................................................................38
          Closing Date.............................................................38
          Closing Place............................................................38
   8.2    Deliveries by Sellers....................................................38
          Conveyancing Documents...................................................39
          Officer's Certificate....................................................39
          Secretary's Certificate..................................................39
          Consents.................................................................39
          Good Standing Certificates...............................................39
          Opinions of Counsel......................................................39
          Other Documents..........................................................40
   8.3    Deliveries by Buyer......................................................40
          Closing Payment..........................................................40
          Officer's Certificate....................................................40
          Secretary's Certificate..................................................40
          Assumption Agreements....................................................40
          Good Standing Certificates...............................................40
          Opinion of Counsel.......................................................40
          Other Documents..........................................................40
9. TERMINATION.....................................................................41
   9.1    Termination by Mutual Consent............................................41
   9.2    Termination by Seller....................................................41
   9.3    Termination by Buyer.....................................................41
   9.4    Rights on Termination....................................................42
   9.5    Liquidated Damages Not a Penalty.........................................42
   9.6    Specific Performance.....................................................42
   9.7    Attorneys' Fees..........................................................42
   9.8    Survival.................................................................43
   9.9    Reserved.................................................................43
10.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION;
CERTAIN REMEDIES...................................................................43
   10.1   Survival of Representations..............................................43
   10.2   Indemnification by Seller................................................43
   10.3   Indemnification by Buyer.................................................44
   10.4   Procedure for Indemnification............................................45
   10.5   Certain Limitations......................................................45
11. MISCELLANEOUS..................................................................46
   11.1   Fees and Expenses........................................................46
   11.2   Notices..................................................................47
   11.3   Benefit and Binding Effect...............................................48
   11.4   Further Assurances.......................................................48
11.5      GOVERNING LAW............................................................48
   11.6   Entire Agreement.........................................................49
   11.7   Waiver of Compliance; Consents...........................................49
   11.8   Headings.................................................................49
   11.9   Counterparts.............................................................49



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                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement")  is entered into on
August 20, 1999 but is effective as of August 18,  1999,  by and among  Sinclair
Communications, Inc., a Maryland corporation ("SCI"), Sinclair Media III, Inc. a
Maryland corporation ("MEDIA III"), Sinclair Radio of Kansas City Licensee, LLC,
a Maryland limited liability company ("KANSAS CITY LICENSEE"),  (each a "SELLER"
and collectively,  "SELLERS"), and Entercom Communications Corp., a Pennsylvania
corporation ("BUYER").

         All  references  herein  to the  "date  hereof"  and the  "date of this
Agreement"  shall mean August 18, 1999, and all  representations  and warranties
herein shall be deemed to have been made as of August 18, 1999.

                                R E C I T A L S:

         WHEREAS,   Media  III  operates  radio  broadcast   stations   KCFX-FM,
Harrisonville,  MO; KQRC-FM, Leavenworth, KS; KCIY-FM, Liberty, MO; and KXTR-FM,
Kansas City, MO (collectively, the "STATIONS") and owns or leases certain assets
used in connection with the Stations;

         WHEREAS,  Kansas City  Licensee  is the  licensee of each of the Kansas
City Stations pursuant to certain authorizations issued by the FCC;

         WHEREAS,  the Buyer and Sellers and certain other sellers  entered into
the Original  Agreement and,  pursuant to Section 2 of the  accompanying  Letter
Agreement dated August 18, 1999, the parties thereto agreed to amend and restate
the  Original  Agreement  and to enter into this  Agreement  with respect to the
Stations solely for the purpose of providing separate processing of the Stations
for Hart-Scott-Rodino purposes.

         WHEREAS,  the parties  hereto  desire to enter into this  Agreement  to
provide for the sale,  assignment and transfer by Sellers to Buyer of certain of
the assets owned,  leased or used by Sellers in connection with the business and
operations of the Stations.

                              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:

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         "ACCOUNTS  RECEIVABLE"  means the rights of  Sellers as of the  Closing
Date to payment  in cash for the sale of  advertising  time and other  goods and
services by the Stations prior to the Closing Date.

         "AFFILIATE"  means,  with  respect to any Person,  (a) any other Person
that, directly or indirectly through one or more  intermediaries,  controls,  is
controlled by, or is under common control with such Person, or (b) an officer or
director of such Person or of an Affiliate of such Person  within the meaning of
clause (a) of this  definition.  For purposes of clause (a) of this  definition,
(i) a Person  shall be deemed to control  another  Person if such Person (A) has
sufficient  power to  enable  such  Person to elect a  majority  of the board of
directors of such Person, or (B) owns a majority of the beneficial  interests in
income and capital of such Person;  and (ii) a Person shall be deemed to control
any partnership of which such Person is a general partner.

         "AGGREGATED INITIAL PURCHASE PRICE" means the amount of $824,500,000.

         "ALLOCABLE  ESCROW  DEPOSIT"  means that portion of the Escrow  Deposit
equaling $7,398,425.00.

         "ASSETS" means the assets to be  transferred  or otherwise  conveyed by
Sellers to Buyer under this Agreement, as specified in Section 2.1.

         "ASSUMED  CONTRACTS" means (a) all Contracts set forth on Schedule 3.7,
(b) Contracts  entered into prior to the date of this Agreement with advertisers
for the  sale of  advertising  time or  production  services  for  cash at rates
consistent with past practices,  (c) Contracts  entered into by any Seller prior
to the date of this Agreement  which are not required to be included on Schedule
3.7 hereto,  (d) any Contracts  entered into by Sellers between the date of this
Agreement  and the Closing Date that Buyer agrees in writing to assume,  and (e)
other  contracts  entered into by Sellers between the date of this Agreement and
the Closing Date in compliance with Section 5.

         "CLOSING" means the consummation of the exchange and acquisition of the
Assets  pursuant to this  Agreement on the Closing Date in  accordance  with the
provisions of Section 8.1.

         "CLOSING  DATE"  means  the  date  on  which  the  Closing  occurs,  as
determined pursuant to Section 8.1.

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

         "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 transfer the Assets to Buyer or
otherwise to consummate the transactions contemplated by this Agreement.

         "CONTAMINANT"  shall  mean  and  include  any  pollutant,  contaminant,
hazardous  material

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(as defined in any of the Environmental  Laws),  toxic substances (as defined in
any of the Environmental Laws),  asbestos or asbestos containing material,  urea
formaldehyde,   polychlorinated  biphenyls,  regulated  substances  and  wastes,
radioactive materials,  and petroleum or petroleum by-products,  including crude
oil or any fraction  thereof,  except the term  "Contaminant"  shall not include
small quantities of maintenance,  cleaning and emergency generator fuel supplies
customary for the operation of radio stations and maintained in compliance  with
all Environmental Laws in the ordinary course of business.

         "CONTRACTS"  means  all  contracts,   consulting  agreements,   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)  to which  Sinclair,  SCI, or any
Seller is a party or that are binding upon any Seller,  that relate to or affect
the Assets or the business or operations  of the  Stations,  and that either (a)
are in effect on the date of this Agreement,  including those listed on Schedule
3.7  hereto,  or (b) are  entered  into by any Seller  between  the date of this
Agreement and the Closing Date.

         "DELAY AMOUNT" shall equal 0.75% of the Initial Purchase Price.

         "DEPOSIT  RELEASE  DATE"  is the  date on which a  Closing  under  this
Agreement  and the  Multi-Stations  Agreement  has  occurred for which more than
forty-five  percent (45%) of the Aggregated Initial Purchase Price has been paid
to Sellers.

         "EFFECTIVE TIME"  means 12:01 a.m., Eastern time, on the Closing Date.

         "ENVIRONMENTAL LAWS" shall mean and include, but not be limited to, any
applicable federal,  state or local law, statute,  charter,  ordinance,  rule or
regulation  or any  governmental  agency  interpretation,  policy  or  guidance,
including without limitation applicable safety/environmental/health laws such as
but  not  limited  to the  Resource  Conservation  and  Recovery  Act  of  1976,
Comprehensive  Environmental  Response  Compensation  and Liability Act, Federal
Emergency Planning and Community Right-to-Know Law, the Clean Air Act, the Clean
Water Act, and the Toxic  Substance  Control Act, as any of the  foregoing  have
been amended, and any permit, order, directive, court ruling or order or consent
decree  applicable to or affecting the Property or any other  property  (real or
personal)  used by or relating to the Station in question  promulgated or issued
pursuant to any Environmental  Laws which pertains to, governs,  or controls the
generation,  storage,  remediation  or  removal  of  Contaminants  or  otherwise
regulates  the  protection  of health  and the  environment  including,  but not
limited to, any of the following activities, whether on site or off site if such
could materially affect the site: (i) the emission, discharge, release, spilling
or dumping of any Contaminant into the air, surface water, ground water, soil or
substrata; or (ii) the use, generation,  processing, sale, recycling, treatment,
handling, storage, disposal, transportation, labeling or any other management of
any Contaminant.

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

         "ESCROW   DEPOSIT"   means   the   sum   of   Fifty   Million   Dollars
($50,000,000.00)  or, at Buyer's option,  a letter of credit in favor of Sellers
in the  face  amount  of  Fifty  Million  Dollars  ($50,000,000.00),  which  was
deposited by Buyer with First Union National Bank (the "ESCROW

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AGENT") on August 18, 1999,  pursuant to the Multi-Stations  Agreement to secure
the  obligations of Buyer to close under this  Agreement and the  Multi-Stations
Agreement,  with (i) such deposit  being held by the Escrow Agent in  accordance
with the Escrow  Agreement  executed  among  Buyer,  Sellers and Escrow Agent on
August 18, 1999 pursuant to the  Multi-Stations  Agreement,  and (ii) the Escrow
Deposit, and all earnings thereon, being returned to Buyer upon the consummation
of this  Agreement  and the  Multi-Stations  Agreement or as otherwise  provided
under the Multi-Stations Agreement.

         "EXCESS AMOUNT" has the meaning set forth in Section 10.5.

         "EXCLUDED REAL PROPERTY INTERESTS" means all interests in Real Property
listed on Schedule 2.2 hereto.

         "EXCLUDED  TANGIBLE  PERSONAL  PROPERTY"  means all  tangible  personal
property  owned or held by Sellers that is located at the Excluded Real Property
other than such tangible  personal  property listed on Schedule 3.6 hereto,  any
assets used  primarily in the  operation  of any  television  broadcast  station
owned, operated or programmed by Sellers or any Affiliate of Sellers, any assets
used primarily in the operation of any radio broadcast  station owned,  operated
or programmed  by Sellers,  but not included as a "Station"  hereunder,  and any
tangible personal property located at Suite 220, Meadow Mill at Woodberry,  3600
Clipper Mill Road, Baltimore, Maryland 21211.

         "FCC"  means the Federal Communications Commission.

         "FCC  CONSENT"  means  action by the FCC  granting  its  consent to the
transfer  of the FCC  Licenses  by  Sellers  to  Buyer as  contemplated  by this
Agreement.

         "FCC LICENSES" means those licenses,  permits and authorizations issued
by the FCC to Sellers in  connection  with the  business and  operations  of the
Stations.

         "FINAL  ORDER"  shall  mean  an  action  by  the  Commission  upon  any
application  for FCC  Consent  filed  by the  parties  hereto  for FCC  consent,
approval or authorization, which action has not been reversed, stayed, enjoined,
set aside, annulled or suspended,  and with respect to which action, no protest,
petition to deny, petition for rehearing or  reconsideration,  appeal or request
for stay is  pending,  and as to which  action  the time for  filing of any such
protest,  petition, appeal or request and any period during which the Commission
may reconsider or review such action on its own authority has expired.

         "HART-SCOTT-RODINO" means the Hart-Scott-Rodino  Antitrust Improvements
Acts of 1976,  as  amended,  and all Laws  promulgated  pursuant  thereto  or in
connection therewith.

         "INTANGIBLES" means all copyrights,  trademarks,  trade names,  service
marks,  service  names,  licenses,   patents,  permits,   jingles,   proprietary
information, technical information and data, machinery and equipment warranties,
and other similar  intangible  property  rights and interests  (and any goodwill
associated  with any of the  foregoing)  applied  for,  issued  to,  or owned by
Sellers or under which Sellers are licensed or  franchised  and that are used in
the business and


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operations of the Stations, together with any additions thereto between the date
of this Agreement and the Closing Date.

         "KNOWLEDGE"  or any  derivative  thereof  with  respect to the  Sellers
means,  exclusively,  the actual  Knowledge of the President and Chief Executive
Officer  or the Chief  Financial  Officer  of  Sinclair  Broadcast  Group,  Inc.
("SINCLAIR"),  the general  managers of the Stations,  and any other employee of
Sinclair or SCI  designated  as a "vice  president" or any officer of any of the
Sellers.

         "LEASED REAL  PROPERTY"  means all real  property and all buildings and
other improvements thereon and appurtenant thereto leased or held by Sellers and
used in the business or operation of the Stations.

         "LICENSES" means all licenses, permits,  construction permits and other
authorizations  issued by the FCC, the Federal Aviation  Administration,  or any
other federal, state, or local governmental authorities to Sellers, currently in
effect and used in connection  with the conduct of the business or operations of
the Stations  (other than the Non-Owned  Stations),  together with any additions
thereto between the date of this Agreement and the Closing Date.

         "MATERIAL  ADVERSE  EFFECT"  means a  material  adverse  effect  on the
business, assets or financial condition of the Stations taken as a whole, except
for any  such  material  adverse  effect  resulting  from (a)  general  economic
conditions applicable to the radio broadcast industry, (b) general conditions in
the markets in which the Stations  operate,  or (c)  circumstances  that are not
likely  to  recur  and  either  have  been  substantially  remedied  or  can  be
substantially remedied without substantial cost or delay.

         "MATERIAL  CONTRACT" means those Assumed  Contracts that are designated
on Schedules 3.5 and 3.7 as "Material Contracts."

         "MULTI-STATIONS  AGREEMENT"  means that  certain  Amended and  Restated
Asset Purchase  Agreement  dated as of August 20, 1999 but effective  August 18,
1999, by and between the  Multi-Stations  Sellers of the  Multi-Stations and the
USA  Digital  Shares (as  defined  in the  Multi-Stations  Agreement)  and Buyer
pursuant to which the Multi-Stations  Sellers have agreed to sell, and Buyer has
agreed to purchase, the Multi-Stations and the USA Digital Shares.

         "MULTI-STATIONS  SELLERS" means Sinclair  Communications,  Inc.,  WCGV,
Inc.,  a Maryland  corporation,  Sinclair  Radio of Milwaukee  Licensee,  LLC, a
Maryland  limited  liability  company,  Sinclair  Radio of New  Orleans,  LLC, a
Maryland limited liability company, Sinclair Radio of New Orleans Licensee, LLC,
a Maryland  limited  liability  company,  Sinclair  Radio of  Memphis,  Inc.,  a
Maryland  corporation,  Sinclair  Radio of Memphis  Licensee,  Inc.,  a Delaware
corporation,  Sinclair  Properties,  LLC, a Virginia limited liability  company,
Sinclair  Radio  of   Norfolk/Greensboro   Licensee  L.P.,  a  Virginia  limited
partnership,  Sinclair  Radio of  Norfolk  Licensee,  LLC,  a  Maryland  limited
liability  company,  Sinclair  Radio of Buffalo,  Inc., a Maryland  corporation,
Sinclair Radio of Buffalo Licensee,  LLC, a Maryland limited liability  company,
WLFL, Inc., a Maryland corporation, Sinclair Radio of Greenville Licensee, Inc.,
a  Delaware  corporation,  Sinclair

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<PAGE>

Radio of  Wilkes-Barre,  Inc., a Maryland  corporation,  and  Sinclair  Radio of
Wilkes-Barre Licnesee, LLC, a Maryland limited liability company.

         "MULTI-STATIONS" means the following radio broadcast stations: WPTE-FM,
Virginia  Beach,  VA;  WWDE-FM,  Hampton,  VA;  WNVZ-FM,  Norfolk,  VA; WVKL-FM,
Norfolk,  VA,  WMQX-FM,  Winston-Salem,  NC; WQMG-FM,  Greensboro,  NC; WJMH-FM,
Reidsville,  NC;  WEAL-AM,  Greensboro,  NC;  WEMP-AM,  Milwaukee,  WI; WMYX-FM,
Milwaukee,  WI; WXSS-FM,  Wauwatosa,  WI; WLMG-FM,  New Orleans, LA; WWL-AM, New
Orleans,  LA;  WSMB-AM,  New Orleans,  LA;  WEZB-FM,  New Orleans,  LA; WLTS-FM,
Kenner, LA; WTKL-FM,  New Orleans, LA; WRVR-FM,  Memphis, TN; WJCE-AM,  Memphis,
TN; WOGY-FM,  Germantown,  TN; WMJQ-FM, Buffalo, NY; WKSE-FM, Niagara Falls, NY;
WBEN-AM,  Buffalo, NY; WWKB-AM,  Buffalo, NY; WGR-AM,  Buffalo, NY; and WWWS-AM,
Buffalo, NY; WGGI-FM, Benton, PA; WKRZ-FM;  Wilkes-Barre, PA: WGGY-FM, Scranton,
PA; WILK-AM,  Wilkes-Barre,  PA; WGBI-AM,  Scranton, PA; WSHG-FM,  Pittston, PA;
WILP-AM,  West Hazelton,  PA; WWFH-FM,  Freeland,  PA; WKRF-FM,  Tobyhanna,  PA;
WOLI-FM, Easely, SC; and WOLI-FM, Greer, SC.

         "ORIGINAL  AGREEMENT" means that certain Asset Purchase Agreement dated
August 18, 1999, by and among the Multi-Station Sellers,  Sellers hereunder, and
Buyer relating to the sale by the Multi-Stations  Sellers of the Multi-Stations,
the Stations, and the USA Digital Shares to Buyer.

         "OWNED REAL  PROPERTY"  means all real  property and all  buildings and
other improvements  thereon and appurtenant thereto owned by Sellers and used in
the business or operations of the Stations.

         "PERMITTED ENCUMBRANCES" means (a) encumbrances of a landlord, or other
statutory  lien not yet due and payable,  or a landlord's  liens  arising in the
ordinary  course of  business,  (b)  encumbrances  arising  in  connection  with
equipment or  maintenance  financing or leasing under the terms of the Contracts
set forth on the Schedules,  which  Contracts have been made available to Buyer,
(c)  encumbrances  for Taxes not yet delinquent or which are being  contested in
good faith and by  appropriate  proceedings  if adequate  reserves  with respect
thereto are maintained on Sellers' books in accordance  with generally  accepted
accounting  principles,  or (d) encumbrances that do not materially detract from
the value of any of the Assets or materially  interfere  with the use thereof as
currently used.

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

         "REAL  PROPERTY"  means all real  property and all  buildings and other
improvements  thereon and appurtenant  thereto,  whether or not owned, leased or
held by Sellers used in the business or operations of the Stations.

         "REAL  PROPERTY  INTERESTS"  means all interests in Owned Real Property
and Leased Real Property,  including fee estates,  leaseholds and subleaseholds,
purchase options, easements,  licenses, rights to access, and rights of way, and
all buildings and other improvements thereon and appurtenant  thereto,  owned or
held by Sellers that are used in the  business or  operations  of


                                       6
<PAGE>

the  Stations,  together  with any  additions,  substitutions  and  replacements
thereof and thereto between the date of this Agreement and the Closing Date, but
excluding the Excluded Real Property Interests.

         "TANGIBLE  PERSONAL  PROPERTY" means all machinery,  equipment,  tools,
vehicles, furniture, leasehold improvements, office equipment, plant, inventory,
spare parts and other tangible  personal  property owned or held by Sellers that
is used or useful in the conduct of the business or  operations of the Stations,
together with any additions,  substitutions and replacements thereof and thereto
between the date of this  Agreement  and the Closing  Date,  but  excluding  the
Excluded Tangible Personal Property.

         "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 similar 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 to any governmental authority with respect to any Tax.

         "THRESHOLD AMOUNT" has the meaning set forth in Section 10.5.

         "UNEXPENDED  REMEDIATION  AMOUNT"  shall  mean  Three  Million  Dollars
($3,000,000.00)  as aggregated with the Unexpended  Remediation Amount under the
Multi-Stations  Agreement,  minus any amounts previously  expended by Sellers to
remediate any of the Real Property pursuant to Section 6.16.

         "USA DIGITAL  SHARES"  means the 300,000  shares of common stock of USA
Digital  Radio,  Inc.  which  are to be sold to Buyer  under  the  Multi-Station
Agreement.

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:

Term                                                        Section
----                                                        -------
Balance Sheet Date                                          Section 3.10
Benefit Arrangement                                         Section 3.14 (a)(v)
Benefit Plans Section                                       Section 3.14(a)(ii)
Buyer                                                       Preamble
Buyer's Plan                                                Section 4.8
Claimant                                                    Section 10.4
Collection Period                                           Section 6.7(a)
Confidentiality Agreement                                   Section 6.4

                                       7
<PAGE>


Deferred Contract                                           Section 5.11(b)
Designee                                                    Section 11.3(b)
Employees                                                   Section 3.14(a)
Environmental Laws                                          Section 3.16
Estimated Purchase Price                                    Section 2.4(a)
Excluded Real Property Interests                            Section 1.1
Excluded Tangible Personal Property                         Section 1.1
FCC Objection                                               Section 7.1(c)
FTC                                                         Section 4.6
Financial Statements                                        Section 3.10
Hart-Scott-Rodino Filing                                    Section 6.2
Indemnity Cap                                               Section 10.5
Indemnifying Party                                          Section 10.4
Initial Employee Cap                                        Section 6.10(g)
Initial Purchase Price                                      Section 2.3
Lease                                                       Section 6.12
Multiemployer Plan                                          Section 3.14(a)(ii)
Operational Equipment                                       Section 3.22
Pension Plan                                                Section 3.14(a)(iii)
Purchase Price                                              Section 2.3
Reimbursement Period                                        Section 6.10(g)
Represented Employees                                       Section 6.10(e)
Scheduled Employees                                         Section 6.10(g)
Scheduled Retention Agreements                              Section 6.10(g)
SCI                                                         Preamble
Section 6.9 Amount                                          Section 6.9
Seller                                                      Preamble
Seller Entities                                             Section 6.10(i)
Sellers' Employees                                          Section 6.10(i)
Sinclair                                                    Section 1.1
Stations                                                    Recitals
Stations Delay Amount Date                                  Section 2.3(a)(i)


                                       8
<PAGE>

Transferred Employees                                       Section 6.10
Welfare Plan                                                Section 3.14(a)(i)

             SECTION 2: EXCHANGE AND TRANSFER OF ASSETS; ASSET VALUE

2.1 Agreement to Exchange and Transfer.  Subject to the terms and conditions set
forth in this  Agreement  with respect to the Stations,  Sellers hereby agree to
transfer,  convey,  assign and deliver to Buyer on the Closing  Date,  and Buyer
agrees to acquire, all of Sellers' right, title and interest in the tangible and
intangible  assets  used in  connection  with the  conduct  of the  business  or
operations of the Stations, together with any additions thereto between the date
of this  Agreement and the Closing Date,  but excluding the assets  described in
Section  2.2,  free and clear of any claims,  liabilities,  security  interests,
mortgages,  liens,  pledges,  charges,  or encumbrances of any nature whatsoever
(except for Permitted Encumbrances), including the following:

         (a)  The Tangible Personal Property;

         (b)  The Real Property Interests;

         (c)  The Licenses;

         (d)  The Assumed Contracts;

         (e) The Intangibles, including the goodwill of the Stations, if any;

         (f) Reserved.

         (g) All of Sellers' proprietary information,  technical information and
data, machinery and equipment warranties, maps, computer discs and tapes, plans,
diagrams,  blueprints and  schematics,  including  filings with the FCC, in each
case to the extent relating to the business and operation of the Stations;

         (h) All choses in action of Sellers  relating  to the  Stations  to the
extent they relate to the period after the Effective Time; and

         (i) All books and records relating to the business or operations of the
Stations,  including executed copies of the Assumed  Contracts,  and all records
required by the FCC to be kept by the Stations.

2.2      Excluded Assets.  The Assets shall exclude the following:

         (a) Sellers' cash, cash equivalents and deposits,  all interest payable
in connection with any such items and rights in and to bank accounts, marketable
and other securities and similar investments of Sellers;

                                       9
<PAGE>

         (b) Any insurance  policies,  promissory notes,  amounts due to Sellers
from employees,  bonds,  letters of credit,  certificates  of deposit,  or other
similar items, and any cash surrender value in regard thereto; provided, that in
the event  Sellers  are  obligated  to assign to Buyer the  proceeds of any such
insurance  policy at the time a Closing  occurs under Section 6.3, such proceeds
shall be included in the Assets;

         (c) Any pension,  profit-sharing,  or employee benefit plans, including
all  of  Sellers'  interest  in  any  Welfare  Plan,  Pension  Plan  or  Benefit
Arrangement (each as defined in Section 3.14(a);

         (d) All  Tangible  Personal  Property  disposed  of or  consumed in the
ordinary course of business as permitted by this Agreement;

         (e) All Tax Returns and supporting  materials,  all original  financial
statements  and  supporting  materials,  all books and records  that Sellers are
required by law to retain, all of Sellers' organizational  documents,  corporate
books and records  (including  minute books and stock  ledgers) and originals of
account books of original entry,  all records of Sellers relating to the sale of
the Assets and all records and documents related to any assets excluded pursuant
to this Section 2.2;

         (f) Any  interest  in and to any refunds of  federal,  state,  or local
franchise, income, or other taxes for periods (or portions thereof) ending on or
prior to the Closing Date;

         (g)  All Accounts Receivable;

         (h) All  rights and claims of Sellers  whether  mature,  contingent  or
otherwise, against third parties relating to the Assets of the Stations, whether
in tort,  contract  or  otherwise,  other than rights and claims  against  third
parties  relating  to the  Assets  which  have as their  basis  loss,  damage or
impairment of or to any of the Assets and which loss,  damage or impairment  has
not been  restored or  repaired  prior to the Closing in which any of the Assets
which has been so damaged or impaired is being acquired by Buyer (or in the case
of a lost asset, that would have been acquired but for such loss);

         (i)  Any Contracts which are not Assumed Contracts;

         (j) All of each Sellers' deposits and prepaid expenses;  provided,  any
deposits and prepaid expenses shall be included in the Assets to the extent that
Sellers  receive  a credit  therefor  in the  proration  of the  Purchase  Price
pursuant to Section 2.3(b);

         (k) All rights of Sellers  under or pursuant to this  Agreement (or any
other agreements contemplated hereby);

         (l)  All  rights  to the  names  Sinclair  Broadcast  Group,  "Sinclair
Communications,"  Sinclair  and  any  logo or  variation  thereof  and  goodwill
associated therewith;

         (m)  The Excluded Real Property Interests;

                                       10
<PAGE>

         (n)  The Excluded Tangible Personal Property;

         (o) All assets  owned by the  Sellers and used in  connection  with any
television or radio  broadcast  stations  owned and/or  programmed by any of the
Sellers or Sellers have the right to acquire other than the Stations,  including
(without  limitation) all assets related to Sellers'  operation and ownership of
the Interstate  Road Network and the Road Gang Coast to Coast Network;  KPNT-FM,
St. Genevieve,  MO; WVRV-FM, East St. Louis, IL; WIL-FM, St. Louis, MO; WRTH-AM,
St. Louis, MO; KIHT-FM, St. Louis, MO; KXOK-FM, St. Louis, MO; KUPN-AM, Mission,
KS,  the  assets of the  Multi-Stations,  and all  assets of the  Multi-Stations
Sellers which are subject to the provisions of or specifically excluded from the
Multi-Stations Agreement and the USA Digital Shares;

         (p) All shares of capital stock,  partnership  interests,  interests in
limited liability companies or other equity interest, including, but not limited
to, any options,  warrants or voting trusts relating  thereto which are owned by
Sellers and not expressly specified in Section 2.1.

2.3 Purchase Price. The purchase price of the Assets shall be One Hundred Twenty
Two Million U.S. Dollars ($122,000,000) (the "Initial Purchase Price"), plus the
Section 6.9 Amount adjusted as provided below (the "Purchase Price").

         (a)  Purchase  Price  Increase.  Except as  otherwise  provided in this
Agreement,  the Initial  Purchase  Price shall be  increased by the Delay Amount
upon the occurrence of any of the following events:

                  (i)  Reserved; and

                  (ii) one hundred fifty (150) days  following  public notice by
the FCC that  applications  for FCC Consent  have been  accepted for filing (the
"Stations  Delay Amount  Date") if Closing has not occurred  with respect to the
Stations due to the failure to receive any necessary consent, including, but not
limited   to,   the  FCC   Consent,   or   expiration   or   termination   under
Hart-Scott-Rodino  as a result  of facts  relating  to Buyer or its  Affiliates,
including without limitation such facts as are disclosed on Schedule 4.6; and

                  (iii) each thirty (30) day period subsequent to the occurrence
of the  Stations  Delay Amount Date until the later to occur of (x) the Closing,
or (y) termination of this Agreement in accordance with its terms.

         The Purchase Price and any increase due pursuant to this Section 2.3(a)
shall be paid at Closing.

         (b)  Prorations.  The Purchase Price shall be increased or decreased as
required to  effectuate  the  proration of revenues and  expenses,  as set forth
below. All revenues and all expenses arising from the operation of the Stations,
including  tower  rental,  business  and license  fees,  utility  charges,  real
property and personal  property and other similar Taxes and  assessments  levied
against  or  with  respect  to  the  Assets,  property  and  equipment  rentals,
applicable  copyright  or other fees,  sales and service  charges,  payments due
under  film  or  programming  license


                                       11
<PAGE>

agreements, and employee compensation,  including wages (including bonuses which
constitute wages), salaries, accrued sick leave, severance pay and related Taxes
shall be prorated  between  Buyer and  Sellers as to the  Stations at Closing in
accordance  with the principle that Sellers shall receive all revenues and shall
be  responsible  for  all  expenses,  costs  and  liabilities  allocable  to the
operations  of the  Stations  for the  period  prior  to the  Effective  Time of
Closing,  and Buyer shall receive all revenues and shall be responsible  for all
expenses,  costs and obligations allocable to the operations of the Stations for
the period after the Effective Time of Closing, subject to the following:

                  (i) There shall be no adjustment for, and Sellers shall remain
solely  liable  with  respect  to, any  Contracts  not  included  in the Assumed
Contracts  and any other  obligation  or liability not being assumed by Buyer in
accordance  with Section 2.2. An adjustment and proration shall be made in favor
of Buyer to the extent  that  Buyer  assumes  any  liability  under any  Assumed
Contract to refund (or to credit  against  payments  otherwise due) any security
deposit or  similar  prepayment  paid to  Sellers  by any lessee or other  third
party.  An  adjustment  and  proration  shall be made in favor of Sellers to the
extent  Buyer  receives  the right to receive a refund  (or to a credit  against
payments  otherwise due) under any Assumed  Contract to any security  deposit or
similar pre-payment paid by or on behalf of Sellers.

                  (ii) An  adjustment  and  proration  shall be made in favor of
Sellers for the amount,  if any, by which the fair market  value of the goods or
services to be received by the Stations under its trade or barter  agreements as
of the Effective  Time exceeds by more than Two Hundred Fifty  Thousand  Dollars
($250,000) the fair market value of any advertising  time remaining to be run by
the Stations as of the Effective Time. An adjustment and proration shall be made
in favor of  Buyer  to the  extent  that  the  amount  of any  advertising  time
remaining to be run by the Stations  under its trade or barter  agreements as of
the  Effective  Time  exceeds by more than Two Hundred  Fifty  Thousand  Dollars
($250,000)  the fair market value of the goods or services to be received by the
Stations as of the Effective Time.

                  (iii) There shall be no proration for program barter.

                  (iv) Reserved.

                  (v) An  adjustment  and  proration  shall  be made in favor of
Sellers for the amount, if any, of prepaid expense, the benefit of which accrues
to Buyer  hereunder,  and other current assets acquired by Buyer hereunder which
are paid by Sellers to the extent such prepaid expenses and other current assets
relate to the period after the Effective Time.

                  (vi) There shall be no proration  for any  payment(s)  made by
Interep to any of the Sellers in connection with obtaining the right to serve as
the national sales representative of any of the Stations.

         (c) Manner of Determining Adjustments.  The Purchase Price, taking into
account the  adjustments  and  prorations  pursuant to Section  2.3(b),  will be
determined in accordance with the following procedures:


                                       12
<PAGE>

                  (i) Sellers  shall prepare and deliver to Buyer not later than
five (5) days before the Closing Date a preliminary  settlement  statement which
shall set forth Sellers' good faith estimate of the  adjustments to the Purchase
Price under Section  2.3(b).  The  preliminary  settlement  statement  shall (A)
contain all information reasonably necessary to determine the adjustments to the
Purchase  Price  under  Section  2.3(b) as to the  Stations,  to the extent such
adjustments  can be  determined  or estimated as of the date of the  preliminary
settlement statement,  and such other information as may be reasonably requested
by Buyer,  and (B) be  certified  by Sellers to be true and complete to Sellers'
Knowledge as of the date thereof.

                  (ii) Not later than ninety  (90) days after the Closing  Date,
Buyer will deliver to Sellers a statement setting forth Buyer's determination of
the Purchase Price and the calculation  thereof pursuant to Section 2.3(b) as to
the Stations.  Buyer's  statement (A) shall contain all  information  reasonably
necessary to determine  the  adjustments  to the  Purchase  Price under  Section
2.3(b),  and such other  information as may be reasonably  requested by Sellers,
and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge
as of the date thereof.  If Sellers  dispute the amount of such  Purchase  Price
determined  by Buyer,  they shall deliver to Buyer within thirty (30) days after
receipt of Buyer's  statement a statement  setting forth their  determination of
the amount of such Purchase  Price. If Sellers notify Buyer of its acceptance of
Buyer's  statement,  or if Sellers fail to deliver  their  statement  within the
thirty   (30)-day   period   specified  in  the  preceding   sentence,   Buyer's
determination  of the  Purchase  Price  shall be  conclusive  and binding on the
parties as of the last day of the thirty (30)-day period.

                  (iii)  Buyer and  Sellers  shall  use good  faith  efforts  to
resolve any dispute  involving the  determination  of the Purchase Price paid by
Buyer at the  Closing.  If the parties are unable to resolve the dispute  within
forty-five  (45) days following the delivery of all of Buyer's  statements to be
provided  pursuant to Section  2.3(c)(ii)  after the Closing,  Buyer and Sellers
shall jointly  designate an  independent  certified  public  accounting  firm of
national standing which has not regularly  provided services to either the Buyer
or  Sellers  in the  last  three  (3)  years,  who  shall be  knowledgeable  and
experienced  in the  operation of radio  broadcasting  stations,  to resolve the
dispute. If the parties are unable to agree on the designation of an independent
certified  public  accounting  firm,  the  selection of the  accounting  firm to
resolve the dispute shall be submitted to  arbitration  to be held in Baltimore,
Maryland,  in accordance with the commercial  arbitration  rules of the American
Arbitration  Association.  The accounting firm's resolution of the 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 accounting firm, and, if
necessary,  for arbitration to select such accountant,  shall be divided equally
between the parties.

2.4 Payment of Purchase Price. The Initial Purchase Price shall be paid by Buyer
to Sellers as follows:

         (a)  Payment  of  Estimated  Purchase  Price At  Closing.  The  Initial
Purchase Price, adjusted by the estimated adjustments pursuant to Section 2.3(b)
as set forth in Sellers'  preliminary  settlement  statement pursuant to Section
2.3(c)(i),  is referred to as the  "ESTIMATED  PURCHASE  PRICE." At the Closing,
Buyer shall pay or cause to be paid to Sellers the Estimated  Purchase Price for
the  Stations,  including,  if  applicable,  any Delay  Amount,  by federal wire

                                       13
<PAGE>

transfer  of  same-day  funds  pursuant  to wire  transfer  instructions,  which
instructions  shall be  delivered  to Buyer by Sellers at least two (2) business
days prior to the Closing Date.

         (b) Buyer and Sellers shall cause the Escrow  Deposit to be released to
Sellers as partial payment of the Estimated  Purchase Price by delivering wiring
instructions  to the  Escrow  Agent  two (2)  days  prior to the  Closing  Date;
provided,  however,  that none of the Escrow  Deposit  shall be  released by the
parties at the Closing until the Deposit  Release Date. Once the Deposit Release
Date has occurred,  the Sellers agree immediately to deliver to the Escrow Agent
their  consent  to the  release of that pro rata  portion of the Escrow  Deposit
attributable  to a  Closing  hereunder  or under  the  Multi-Stations  Agreement
consummated  prior to the Deposit Release Date.  Until the Deposit Release Date,
Buyer shall deliver the entire  Estimated  Purchase Price at the Closing for the
Stations.

         (c)  Payments to Reflect  Adjustments.  The  Purchase  Price as finally
determined pursuant to Section 2.3(c) shall be paid as follows:

                  (i) If the Purchase  Price as finally  determined  pursuant to
Section 2.3(c) exceeds the Estimated Purchase Price, Buyer shall pay to Sellers,
in immediately  available  funds within five (5) business days after the date on
which  the  Purchase  Price  is  determined  pursuant  to  Section  2.3(c),  the
difference between the Purchase Price and the Estimated Purchase Price.

                  (ii) If the Purchase Price as finally  determined  pursuant to
Section 2.3(c) is less than the Estimated  Purchase Price,  Sellers shall pay to
Buyer,  in immediately  available  funds within five (5) business days after the
date on which the Purchase Price is determined  pursuant to Section 2.3(c),  the
difference between the Purchase Price and the Estimated Purchase Price.

2.5 Assumption of Liabilities  and  Obligations.  As of the Closing Date,  Buyer
shall assume and  undertake to pay,  discharge and perform all  obligations  and
liabilities of Sellers under the Licenses, the Assumed Contracts or as otherwise
specifically  provided for herein to the extent that either (i) the  obligations
and liabilities  relate to the time after the Effective Time of the Closing,  or
(ii) the Purchase  Price was reduced  pursuant to Section  2.3(b) as a result of
the proration of such  obligations and  liabilities.  Buyer shall not assume any
other  obligations or liabilities of Sellers,  including (1) any  obligations or
liabilities  under any Contract not included in the Assumed  Contracts,  (2) any
obligations or liabilities  under the Assumed  Contracts  relating to the period
prior to the  Effective  Time of the  Closing  to which such  Assumed  Contracts
relate, except insofar as an adjustment therefor is made in favor of Buyer under
Section 2.3(b), (3) any claims or pending litigation or proceedings  relating to
the  operation of the Stations  prior to the Closing or (4) any  obligations  or
liabilities of Sellers under any employee pension,  retirement, or other benefit
plans.

              SECTION 3: REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller represents and warrants to Buyer as of the date hereof and as of the
Closing  Date  (except for  representations  and  warranties  that speak as of a
specific date or time, in which case, such  representations and warranties shall
be true and complete as of such date or time) as follows:

                                       14
<PAGE>

3.1 Organization and Authority of Sellers. Each Seller is a corporation, limited
liability  company or  limited  partnership  (as  applicable),  duly  organized,
validly  existing  and in good  standing  under the laws of the State  listed on
Schedule  3.1 next to each such  Seller's  name.  Each Seller has the  requisite
corporate power and authority (or other appropriate power and authority based on
the structure of such Seller) to own, lease and operate its properties, to carry
on its business in the places where such  properties are now owned,  leased,  or
operated and such business is now conducted, and to execute, deliver and perform
this  Agreement  and  the  documents  contemplated  hereby  according  to  their
respective  terms.  Each Seller is duly  qualified  and in good standing in each
jurisdiction  listed on Schedule 3.1 next to each such Seller's name,  which are
all jurisdictions in which such  qualification is required.  Except as set forth
on Schedule 3.1, no Seller is a participant  in any joint venture or partnership
with any other Person with respect to any part of the operations of the Stations
or any of the Assets.

3.2  Authorization  and  Binding   Obligation.   The  execution,   delivery  and
performance  of this  Agreement by each Seller have been duly  authorized by all
necessary  corporate or other required  action on the part of each Seller.  This
Agreement has been duly  executed and  delivered by each Seller and  constitutes
its legal, valid and binding  obligation,  enforceable  against it in accordance
with its terms except as the enforceability of this Agreement may be affected by
bankruptcy,  insolvency,  or similar laws affecting  creditors' rights generally
and by judicial discretion in the enforcement of equitable remedies.

3.3  Absence of  Conflicting  Agreements;  Consents.  Subject to  obtaining  the
Consents  listed  on  Schedules  3.3  and  3.7,  the  execution,   delivery  and
performance  by each Seller 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 any
provision  of the  Articles  of  Incorporation,  Bylaws or other  organizational
documents  of Sellers;  (c) will not  conflict  with,  result in a breach of, or
constitute a default  under any  applicable  law,  judgment,  order,  ordinance,
injunction,  decree,  rule,  regulation,  or ruling of any court or governmental
instrumentality;  (d) will not conflict with, constitute grounds for termination
of, result in a breach of,  constitute a default under,  or accelerate or permit
the  acceleration  of any  performance  required  by the terms of, any  material
agreement,  instrument,  license, or permit to which any Seller is a party or by
which any  Seller  may be bound  legally;  and (e) will not  create  any  claim,
liability,  mortgage,  lien,  pledge,  condition,  charge, or encumbrance of any
nature  whatsoever upon any of the Assets.  Except for the FCC Consent  provided
for in Section 6.1, the filings  required by  Hart-Scott-Rodino  provided for in
Section  6.2 and the other  Consents  described  in  Schedules  3.3 and 3.7,  no
consent,  approval,  permit,  or authorization  of, or declaration to, or filing
with any  governmental  or  regulatory  authority  or any other  third  party is
required (a) to  consummate  this  Agreement and the  transactions  contemplated
hereby, or (b) to permit Sellers to transfer and convey the Assets to Buyer.

3.4 Governmental Licenses. Schedule 3.4 includes a true and complete list of the
FCC Licenses.  Sellers have made available to Buyer true and complete  copies of
the main Licenses  (including any amendments and other  modifications  thereto).
The Licenses have been validly issued,  and each Seller is the authorized  legal
holder of the  Licenses  and those FCC  Licenses  listed on  Schedule  3.4.  The
Licenses  and the FCC  Licenses  listed  on  Schedule  3.4  comprise  all


                                       15
<PAGE>

of the material licenses,  permits, and other  authorizations  required from any
governmental  or  regulatory  authority  for the lawful  conduct in all material
respects of the business and operations of the Stations in the manner and to the
full  extent they are now  conducted,  and,  except as  otherwise  disclosed  on
Schedule  3.4,  none of the  Licenses  is  subject  to any  unusual  or  special
restriction or condition that could  reasonably be expected to limit  materially
the full operation of the Stations as now operated. The FCC Licenses are in full
force  and  effect,  are valid  for the  balance  of the  current  license  term
applicable  generally to radio stations  licensed to the same communities as the
Stations,  are  unimpaired  by any acts or omissions of any Seller or any of its
Affiliates, or the employees, agents, officers, directors, or shareholder of any
Seller  or any of its  Affiliates,  and are free and  clear of any  restrictions
which might limit the full  operation  of the  Stations in the manner and to the
full extent as they are now operated (other than restrictions under the terms of
the  licenses   themselves  or  applicable  to  the  radio  broadcast   industry
generally).  Except as listed on Schedule 3.4 hereto, there are no applications,
proceedings or complaints pending or, to the knowledge of any Seller, threatened
which may have an adverse  effect on the  business or  operation of the Stations
(other than rulemaking proceedings that apply to the radio broadcasting industry
generally).  Except as disclosed  on Schedule 3.4 hereto,  no Seller is aware of
any reason  why any of the FCC  Licenses  might not be  renewed in the  ordinary
course for a full term without material  qualifications or of any reason why any
of the FCC Licenses  might be revoked.  The Stations are in compliance  with the
Commission's policy on exposure to radio frequency radiation.  No renewal of any
FCC License would constitute a major environmental action under the rules of the
Commission.  To the knowledge of Sellers, there are no facts relating to Sellers
which, under the  Communications Act of 1934, as amended,  or the existing rules
of the Commission, would (a) disqualify any Seller from assigning any of its FCC
Licenses to Buyer,  (b) cause the filing of any  objection to the  assignment of
the FCC Licenses to Buyer,  (c) lead to a delay in the  processing by the FCC of
the  applications  of the FCC  Licenses  to  Buyer,  (d)  lead to a delay in the
termination  of  the  waiting  period  required  by  Hart-Scott-Rodino,  or  (e)
disqualify any Seller from  consummating  the transactions  contemplated  herein
within the times contemplated  herein. An appropriate public inspection file for
each Station is maintained at the Station's studio in accordance with Commission
rules.  Access  to the  Stations'  transmission  facilities  are  restricted  in
accordance with the policies of the Commission.

3.5 Real  Property.  Schedule  3.5 contains a complete  description  of all Real
Property Interests  (including street address,  owner, and Sellers' use thereof)
other than the Excluded Real  Property  Interests.  The Real Property  Interests
listed on Schedule 3.5, together with the Real Property  Interests which will be
created  by the  execution  of the Lease by Buyer and the  appropriate  Sellers,
comprises all  interests in real property  necessary to conduct the business and
operations  of the  Stations as now  conducted.  Except as described on Schedule
3.5,  Sellers have good fee simple title to all fee estates included in the Real
Property Interests and good title to all other Real Property Interests,  in each
case free and clear of all  liens,  mortgages,  pledges,  covenants,  easements,
restrictions, encroachments, leases, charges, and other claims and encumbrances,
except for  Permitted  Encumbrances.  Each  leasehold or  subleasehold  interest
included  as a Material  Contract  on  Schedule  3.5 is legal,  valid,  binding,
enforceable and in full force and effect. To Sellers' Knowledge,  each leasehold
or subleasehold designated in the Real Property Interests, but not designated as
Material Contracts on Schedule 3.5 is legal, binding and enforceable and in full
force and effect.  Neither the Seller party thereto or to Sellers' Knowledge any
other  party  thereto,  is  in  default, violation  or breach under any lease or
sublease and no event has occurred and is  continuing  that  constitutes   (with
notice or passage of time or both) a default,


                                       16
<PAGE>

violation  or breach  thereunder.  Sellers  have not  received  any  notice of a
default,  offset or counterclaim under any lease or sublease with respect to any
of the Real Property  Interests.  As of the date hereof and as of the applicable
Closing Date,  Sellers enjoy peaceful and  undisturbed  possession of the leased
Real Property Interests;  and so long as Sellers fulfill their obligations under
the lease therefor,  Sellers have enforceable rights to nondisturbance and quiet
enjoyment  against its lessor or  sublessor,  and, to the  Knowledge of Sellers,
except as set forth in Schedule  3.5,  no third party holds any  interest in the
leased  premises  with  the  right  to  foreclose  upon  Sellers'  leasehold  or
subleasehold  interest.  Sellers have legal and  practical  access to all of the
Owned Real Property and Leased Real Property, as applicable. Except as otherwise
disclosed  in Schedule  3.5,  all  towers,  guy  anchors,  ground  radials,  and
buildings and other improvements  included in the Assets are located entirely on
the Owned Real Property or the Leased Real Property,  as  applicable,  listed in
Schedule 3.5. All Owned Real Property and Leased Real  Property  (including  the
improvements  thereon) (a) is in good condition and repair  consistent  with its
current use, (b) is available  for  immediate use in the conduct of the business
and operations of the Stations,  and (c) complies in all material  respects with
all  applicable  material  building or zoning codes and the  regulations  of any
governmental  authority  having  jurisdiction,  except  to the  extent  that the
current use by Sellers,  while  permitted,  constitutes  or would  constitute  a
"nonconforming  use" under current  zoning or land use  regulations.  No eminent
domain or condemnation  proceedings are pending or, to the knowledge of Sellers,
threatened with respect to any Real Property Interests.

3.6  Tangible  Personal  Property.  The  lists  of  Tangible  Personal  Property
comprising  all material  items of tangible  personal  property,  other than the
Excluded  Tangible  Personal  Property,  necessary  to conduct the  business and
operations  of  the  Stations  as now  conducted  has  been  provided  to  Buyer
previously. Except as described in Schedule 3.6, Sellers own and have good title
to each item of Tangible  Personal  Property and none of the  Tangible  Personal
Property owned by Sellers is subject to any security interest, mortgage, pledge,
conditional sales agreement, or other lien or encumbrance,  except for Permitted
Encumbrances.   With  allowance  for  normal  repairs,   maintenance,  wear  and
obsolescence,  each  material  item of  Tangible  Personal  Property  is in good
operation  condition  and  repair  and is  available  for  immediate  use in the
business and operations of the Stations.  All material items of transmitting and
studio  equipment  included  in the  Tangible  Personal  Property  (a) have been
maintained in a manner  consistent  with  generally  accepted  standards of good
engineering practice,  and (b) will permit the Stations and any unit auxiliaries
thereto to  operate in  accordance  with the terms of the FCC  Licenses  and the
rules and  regulations  of the FCC and in all material  respects  with all other
applicable federal, state and local statutes, ordinances, rules and regulations.

3.7 Contracts.  Schedule 3.7 is a true and complete list of all Contracts  which
either (a) have a remaining  term (after  taking into  account any  cancellation
rights of  Sellers)  of more than one year after the date  hereof or (b) require
expenditures in excess of Twenty Five Thousand Dollars ($25,000) in any calendar
year after the date hereof,  except contracts with advertisers for production or
the sale of  advertising  time on the  Stations for cash that may be canceled by
Sellers  without  penalty on not more than ninety  days'  notice.  Sellers  have
delivered or made  available  to Buyer true and  complete  copies of all written
Assumed  Contracts,  and  true and  complete  descriptions  of all oral  Assumed
Contracts  (including any amendments and other modifications to such Contracts).
Other than the Contracts  listed on Schedule  3.7,  Schedule 3.5, and the Lease,
Sellers require no material  contract,  lease, or other agreement to enable them
to

                                       17
<PAGE>

carry on their business in all material  respects as now  conducted.  All of the
Contracts are in full force and effect and are valid, binding and enforceable in
accordance with their terms except as the  enforceability  of such Contracts may
be affected by  bankruptcy,  insolvency,  or similar laws  affecting  creditors'
rights  generally  and by judicial  discretion in the  enforcement  of equitable
remedies.  Neither the Seller party thereto or, to the knowledge of Sellers, any
other party thereto, is in default,  violation or breach in any material respect
under any Contract and no event has occurred and is continuing that  constitutes
(with notice or passage of time or both) a default,  violation, or breach in any
material respect thereunder.  Except as disclosed on Schedule 3.7, other than in
the ordinary course of business,  Sellers do not have Knowledge of any intention
by any party to any Contract (a) to terminate  such  Contract or amend the terms
thereof, (b) to refuse to renew the Contract upon expiration of its term, or (c)
to renew the Contract upon expiration only on terms and conditions that are more
onerous  than those now  existing.  Except  for the need to obtain the  Consents
listed on Schedule  3.7, the  exchange and transfer of the Assets in  accordance
with  this   Agreement  will  not  affect  the  validity,   enforceability,   or
continuation of any of the Contracts.

3.8  Intangibles.  Schedule 3.8 is a true and complete  list of all  Intangibles
(exclusive of Licenses  listed in Schedule 3.4) that are required to conduct the
business and operations of the Stations as now conducted, all of which are valid
and in good standing and uncontested. Sellers have provided or made available to
Buyer copies of all documents  establishing or evidencing the Intangibles listed
on  Schedule  3.8.  Sellers  own  or  have a  valid  license  to use  all of the
Intangibles listed on Schedule 3.8. Other than with respect to matters generally
affecting  the radio  broadcasting  industry and not  particular  to Sellers and
except as set forth on Schedule  3.8,  Sellers  have not  received any notice or
demand alleging that Sellers are infringing upon or otherwise  acting  adversely
to any  trademarks,  trade names,  service  marks,  service  names,  copyrights,
patents, patent applications, know-how, methods, or processes owned by any other
Person, and there is no claim or action pending,  or to the Knowledge of Sellers
threatened,  with respect  thereto.  To the knowledge of Sellers,  except as set
forth on Schedule  3.8, no other Person is  infringing  upon  Sellers  rights or
ownership interest in the Intangibles.

3.9 Title to  Properties.  Except as disclosed  in Schedule 3.5 or 3.6,  Sellers
have good and marketable  title to the Assets subject to no mortgages,  pledges,
liens, security interests, encumbrances, or other charges or rights of others of
any kind or nature except for Permitted Encumbrances.

3.10 Financial  Statements.  Sellers have furnished Buyer with true and complete
copies of unaudited  financial  statements of the Stations  containing a balance
sheet and statement of income,  as at and for the fiscal year ended December 31,
1998,  and an unaudited  balance sheet and statement of income as at and for the
seven (7) months ended July 31, 1999 (the "BALANCE  SHEET DATE")  (collectively,
the "FINANCIAL  STATEMENTS").  To the extent the Financial  Statements relate to
the period of time during which the  Stations  were owned by the Sellers (or any
Affiliate  thereof) the Financial  Statements  have been prepared from the books
and records of Sellers and have been  prepared in a manner  consistent  with the
audited  Financial  Statements of Sinclair,  except for the absence of footnotes
and certain year-end  adjustments.  The Financial Statements  accurately reflect
the books,  records and accounts of Sellers,  present  fairly and accurately the
financial condition of the Stations as at their respective dates and the results
of operations  for the

                                       18
<PAGE>

periods  then  ended and none of the  Financial  Statements  understates  in any
material  respect the normal and customary  costs and expenses of conducting the
business or  operations  of the  Stations in any  material  respect as currently
conducted  by  Sellers  or  otherwise  materially   inaccurately   reflects  the
operations of the Stations;  provided,  that the foregoing  representations  are
given only to the  Sellers'  Knowledge  to the extent the  Financial  Statements
relate to a period of time during which the  Stations  were not owned by Sellers
(or an Affiliate thereof).

3.11 Taxes.  Except as set forth in Schedule 3.11,  Sellers have filed or caused
to be filed all Tax Returns  that are required to be filed with respect to their
ownership and operation of the Stations,  and have paid or caused to be paid all
Taxes shown on those  returns or on any Tax  assessment  received by them to the
extent  that such  Taxes  have  become  due,  or have set  aside on their  books
adequate  reserves  (segregated  to the extent  required by  generally  accepted
accounting principles) with respect thereto. There are no legal, administrative,
or other Tax proceedings  presently  pending,  and there are no grounds existing
pursuant  to which  Sellers  are or  could be made  liable  for any  Taxes,  the
liability  for which could extend to Buyer as  transferee of the business of the
Stations.

3.12  Insurance.  Schedule  3.12 is a true and  complete  list of all  insurance
policies of or covering  Sellers.  All policies of insurance  listed in Schedule
3.12 are in full force and effect as of the date  hereof.  During the past three
years,  no insurance  policy of Sellers or the Stations has been canceled by the
insurer and, except as set forth on Schedule 3.12, no application of Sellers for
insurance has been rejected by any insurer.

3.13 Reports. All material returns,  reports and statements that the Stations is
currently required to file with the FCC or Federal Aviation  Administration have
been filed,  and all  reporting  requirements  of the FCC and  Federal  Aviation
Administration  have been  complied with in all material  respects.  All of such
returns,  reports  and  statements,  as  filed,  satisfy  all  applicable  legal
requirements.

3.14  Personnel and Employee Benefits.

         (a)  Employees  and  Compensation.  Schedule  3.14  contains a true and
complete  list of all  employees of Sellers  employed at the Stations as of June
30,  1999 who earned in excess of $20,000 in 1998 or whose  present  rate of pay
would cause them to earn more than that amount in 1999, and indicates the salary
and bonus, if any, to which each such Employee is currently entitled (limited in
the case of Employees  who are  compensated  on a commission  basis to a general
description of the manner in which such commissions are  determined).  As of the
date of this  Agreement,  Sellers  have no knowledge  that any General  Manager,
Sales Manager,  or Program Director employed at the Stations  currently plans to
terminate employment, whether by reason of the transactions contemplated by this
Agreement or otherwise.  Schedule 3.14 also contains a true and complete list of
all employee  benefit plans or arrangements  covering the employees  employed at
the Stations (the "EMPLOYEES"), including, with respect to the Employees any:

                                       19
<PAGE>

                  (i)  "Employee  welfare  benefit  plan," as defined in Section
3(1) of ERISA, that is maintained or administered by Sellers or to which Sellers
contribute or are required to contribute (a "WELFARE PLAN");

                  (ii) "Multiemployer pension plan," as defined in Section 3(37)
of ERISA,  that is  maintained  or  administered  by Sellers or to which Sellers
contribute or are required to contribute (a  "MULTIEMPLOYER  PLAN" and, together
with the Welfare Plans, the "BENEFIT PLANS");

                  (iii)  "Employee  pension benefit plan," as defined in Section
3(2) of ERISA (other than a Multiemployer  Plan), to which Sellers contribute or
are required to contribute (a "PENSION PLAN");

                  (iv) Employee  plan that is maintained in connection  with any
trust  described in Section  501(c)(9) of the Internal  Revenue Code of 1986, as
amended; and

                  (v)  Employment,   severance,   or  other  similar   contract,
arrangement,  or policy and each plan or arrangement (written or oral) providing
for insurance  coverage  (including  any  self-insured  arrangements),  workers'
compensation,  disability benefits, supplemental unemployment benefits, vacation
benefits,  or  retirement  benefits or  arrangement  for deferred  compensation,
profit-sharing,   bonuses,  stock  options,  stock  appreciation  rights,  stock
purchases,   or  other  forms  of  incentive   compensation  or  post-retirement
insurance,  compensation,  or benefits that (A) is not a Welfare  Plan,  Pension
Plan, or Multiemployer  Plan, and (B) is entered into,  maintained,  contributed
to, or required to be contributed to by any Seller or under which any Seller has
any liability relating to Employees, (collectively, "BENEFIT ARRANGEMENTS").

         (b) Pension Plans. Sellers do not sponsor,  maintain,  or contribute to
any Pension Plan other than the Sinclair  Broadcast  Group 401(k) Profit Sharing
Plan.  Each  Pension  Plan  complies   currently  and  has  been  maintained  in
substantial  compliance  with its terms and,  both as to form and in  operation,
with all material  requirements  prescribed  by any and all  material  statutes,
orders, rules and regulations that are applicable to such plans, including ERISA
and the Code, except where the failure to do so will not have a Material Adverse
Effect.

         (c) Welfare  Plans.  Each Welfare Plan complies  currently and has been
maintained in substantial  compliance with its terms and, both as to form and in
operation,  with all material  requirements  prescribed  by any and all material
statutes,  orders,  rules and  regulations  that are  applicable  to such plans,
including ERISA and the Code,  except where the failure to do so will not have a
Material Adverse Effect. Sellers do not sponsor,  maintain, or contribute to any
Welfare Plan that provides  health or death benefits to former  employees of the
Stations other than as required by Section 4980B of the Code or other applicable
laws.

         (d) Benefit Arrangements.  Each Benefit Arrangement has been maintained
in  substantial  compliance  with its terms and with the  material  requirements
prescribed by all statutes, orders, rules and regulations that are applicable to
such  Benefit  Arrangement,  except  where the  failure to do so will not have a
Material  Adverse  Effect.  Except  for those  employment  agreements  listed on
Schedule 3.7,  Sellers have no written  contract  prohibiting the termination of
any Employee.

                                       20
<PAGE>

         (e) Multiemployer  Plans. Except as disclosed in Schedule 3.14, Sellers
have not at any time been a participant in any Multiemployer Plan.

         (f)  Delivery of Copies of Relevant  Documents  and Other  Information.
Sellers have  delivered or made  available to Buyer true and complete  copies of
each of the following documents:

                  (i) Each Welfare Plan and Pension  Plan (and,  if  applicable,
related trust agreements) and all amendments thereto,  and written  descriptions
thereof that have been distributed to Employees,  all annuity contracts or other
funding instruments; and

                  (ii) Each Benefit Arrangement and written descriptions thereof
that have been distributed to Employees and complete descriptions of any Benefit
Arrangement that is not in writing.

         (g) Labor Relations. Except as set forth in Schedule 3.14(g), no Seller
is a party to or subject to any  collective  bargaining  agreement or written or
oral  employment  agreement  with any  Employee.  With respect to the  Employees
Sellers  have  complied  in all  material  respects  with all  laws,  rules  and
regulations  relating to the  employment  of labor,  including  those related to
wages, hours, collective bargaining,  occupational safety,  discrimination,  and
the payment of social  security and other payroll  related  taxes,  and have not
received  any notice  alleging  that any Seller has failed to comply  materially
with any such  laws,  rules,  or  regulations.  Except as set forth on  Schedule
3.14(g), no proceedings are pending or, to the Knowledge of Sellers, threatened,
between any Seller and any Employee (singly or collectively)  that relate to the
Stations.  Except  as set forth on  Schedule  3.14(g),  no labor  union or other
collective  bargaining  unit  represents  or  claims  to  represent  any  of the
Employees.  Except as set forth in Schedule  3.14,  to the Knowledge of Sellers,
there is no union campaign  being  conducted to solicit cards from any Employees
to  authorize  a union to  represent  any of the  employees  of any Seller or to
request a National Labor Relations Board certification  election with respect to
any Employees.

3.15 Claims and Legal  Actions.  Except as disclosed on Schedule 3.15 and except
for any FCC rulemaking  proceedings  generally  affecting the radio broadcasting
industry and not particular to any of Sellers,  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 Sellers  threatened,  against or relating to the Assets, or the
business or operations  of any of the Stations,  nor does any Seller know of any
basis for the same.

3.16 ENVIRONMENTAL COMPLIANCE.

         (a) Except as  disclosed on Schedule  3.16,  (x) none of the Owned Real
Property and none of the Tangible Personal  Property and, to Sellers'  Knowledge
(provided  such  knowledge  qualifer shall not apply to the extent caused by the
Tangible Personal  Property),  none of the Leased Real Property contains (i) any
asbestos,  polychlorinated  biphenyls  or any PCB  contaminated  oil;  (ii)  any
Contaminants; or (iii) any underground storage tanks; (y) no underground storage
tank disclosed on Schedule 3.16 has leaked and has not been  remediated or leaks
and such tank is in substantial  compliance  with all  applicable  Environmental
Laws; and (z) all of the Owned Real


                                       21
<PAGE>

Property  and, to  Sellers'  Knowledge,  all of the Leased  Real  Property is in
substantial compliance with all applicable Environmental Laws.

         (b) Sellers  have  obtained all  material  permits,  licenses and other
authorizations that are required under all Environmental Laws.

3.17 Compliance with Laws.  Sellers have complied in all material  respects with
the Licenses and all material federal, state and local laws, rules,  regulations
and  ordinances  applicable  or relating to the  ownership  and operation of the
Assets and  Stations,  and Sellers  have not received any notice of any material
violation  of  federal,   state  and  local  laws,  regulations  and  ordinances
applicable  or  relating to the  ownership  or  operation  of the Assets and the
Stations  nor, to Sellers'  Knowledge,  have Sellers  received any notice of any
immaterial  violation  of  federal,  state  and  local  laws,  regulations,  and
ordinances applicable or relating to the ownership or operation of the Assets or
the Stations.

3.18 Conduct of Business in Ordinary  Course.  Since the Balance  Sheet Date and
through the date hereof, Sellers have conducted their business and operations in
the ordinary course and, except as disclosed in Schedule 3.18, have not:

         (a) made any  material  increase in  compensation  payable or to become
payable to any of its employees  other than those in the normal and usual course
of business or in connection with any change in an employee's  responsibilities,
or any bonus payment made or promised to any of its  Employees,  or any material
change  in  personnel  policies,   employee  benefits,   or  other  compensation
arrangements affecting its employees;

         (b) made any sale, assignment, lease, or other transfer of assets other
than in the normal and usual course of business with suitable replacements being
obtained therefor;

         (c) canceled any debts owed to or claims held by Sellers, except in the
normal and usual course of business;

         (d)  made any changes in Sellers' accounting practices;

         (e) suffered any material  write-down of the value of any Assets or any
material write-off as uncorrectable of any Accounts Receivable; or

         (f)  transferred  or  granted  any right  under,  or  entered  into any
settlement  regarding  the  breach or  infringement  of,  any  license,  patent,
copyright,  trademark,  trade name, franchise, or similar right, or modified any
existing right.

3.19 Transactions with Affiliates.  Except as disclosed in Schedule 3.19 or with
respect to the  Excluded  Real  Property  Interests  and the  Excluded  Tangible
Personal  Property,  no Seller has been involved in any business  arrangement or
relationship  with any Affiliate of Seller,  and no Affiliate of any Seller owns
any  property  or  right,  tangible  or  intangible,  that  is  material  to the
operations of the business of the Stations.

                                       22
<PAGE>

3.20  Broker.  Except as disclosed  on Schedule  3.20,  no Seller nor any Person
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,  and Buyer shall have no liability  for any finders' or brokers' fees
or  commissions  in  connection  with  the  transactions  contemplated  by  this
Agreement for any broker listed on Schedule 3.20.

3.21 Insolvency  Proceedings.  None of the Sellers nor any of the Assets are the
subject of any pending or threatened  insolvency  proceedings  of any character,
including,  without  limitation,   bankruptcy,   receivership,   reorganization,
composition or arrangement with creditors,  voluntary or involuntary.  No Seller
has made an  assignment  for the  benefit  of  creditors  or taken any action in
contemplation  of or which would constitute a valid basis for the institution of
any such  insolvency  proceedings.  No  Seller is  insolvent  nor will it become
insolvent as a result of entering into or performing this Agreement.

3.22 Year 2000  Compatibility.  Sellers  believe  that the  Stations'  hardware,
software,  broadcast and ancillary equipment (the "Operational  Equipment") that
are date  dependent  and are material to the  operation of the Stations are year
2000 compliant. To Sellers' Knowledge,  there are no facts or circumstances that
would result in material  costs or  disruption  to the operation of the Stations
due to the failure of Sellers' customers or suppliers to be year 2000 compliant.
For the  purposes of this  section,  "Year 2000  Compliant"  shall mean that the
Operational  Equipment  will  correctly  process,  provide and receive date data
before, during and after December 31, 1999.

               SECTION 4: REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer  represents  and  warrants  to Sellers as of the date hereof and as of the
Closing  Date  (except for  representations  and  warranties  that speak as of a
specific date or time, in which case, such  representations and warranties shall
be true and complete as of such date and time) as follows:

4.1 Organization, Standing and Authority. Buyer is a corporation duly organized,
validly  existing and in good  standing  under the laws of the  Commonwealth  of
Pennsylvania  and has the  requisite  corporate  power and authority to execute,
deliver  and  perform  this  Agreement  and the  documents  contemplated  hereby
according to their respective terms and to own the Assets.  Prior to the Closing
Date,  Buyer will be qualified to do business in each of the States in which any
of the Stations are located.

4.2  Authorization  and  Binding   Obligation.   The  execution,   delivery  and
performance  of this  Agreement  by  Buyer  have  been  duly  authorized  by all
necessary action on the part of Buyer. This Agreement has been duly executed and
delivered by Buyer and  constitutes  a legal,  valid and binding  obligation  of
Buyer,  enforceable  against  Buyer in  accordance  with its terms except as the
enforceability  of this Agreement may be affected by  bankruptcy,  insolvency or
similar laws affecting creditors' rights generally and by judicial discretion in
the enforcement of equitable remedies.

4.3 Absence of  Conflicting  Agreements  and Required  Consents.  Subject to the
receipt of the Consents,  the  execution,  delivery and  performance by Buyer of
this Agreement and the documents contemplated hereby (with or without the giving
of notice,  the lapse of time,  or both):


                                       23
<PAGE>

(a) do not require the consent of any third party;  (b) will not  conflict  with
the Articles of  Incorporation  or Bylaws of Buyer;  (c) will not conflict with,
result in a breach  of, or  constitute  a default  under,  any  applicable  law,
judgment, order, ordinance,  injunction,  decree, rule, regulation, or ruling of
any  court or  governmental  instrumentality;  and (d) will not  conflict  with,
constitute  grounds for  termination  of,  result in a breach of,  constitute  a
default  under,  or accelerate  or permit the  acceleration  of any  performance
required by the terms of, any agreement,  instrument, license or permit to which
Buyer is a party or by which  Buyer may be  bound.  Except  for the FCC  Consent
provided for in Section 6.1. the filings required by Hart-Scott-Rodino  provided
for in Section 6.2 and the other Consents described in Schedule 4.3, no consent,
approval,  permit,  or  authorization  of, or declaration to, or filing with any
governmental or regulatory authority or any other third party is required (a) to
consummate this Agreement and the transactions  contemplated  hereby,  or (b) to
permit Buyer to acquire the Assets from Sellers or to assume certain liabilities
and obligations of Sellers in accordance with Section 2.5.

4.4  Brokers.  Neither  Buyer 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.

4.5  Availability  of Funds.  Buyer  will have  available  on the  Closing  Date
sufficient  funds to  enable  it to  consummate  the  transactions  contemplated
hereby.

4.6 Qualifications of Buyer.  Except as disclosed in Schedule 4.6, Buyer is, and
pending Closing will remain legally,  financially and otherwise  qualified under
the  Communications  Act,  Hart-Scott-Rodino  and  all  rules,  regulations  and
policies of the FCC, the  Department of Justice,  the Federal  Trade  Commission
(the  "FTC") and any other  governmental  agency,  to acquire  and  operate  the
Stations. Except as disclosed in Schedule 4.6, there are no facts or proceedings
which would reasonably be expected to disqualify Buyer under the  Communications
Act or  Hart-Scott-Rodino  or otherwise from acquiring or operating the Stations
or would  cause the FCC not to approve  the  assignment  of the FCC  Licenses to
Buyer or the  Department of Justice and the FTC not to allow the waiting  period
under  Hart-Scott-Rodino  to terminate within 30 days of the filing provided for
in Section 6.2.  Except as disclosed in Schedule 4.6,  Buyer has no knowledge of
any fact or  circumstance  relating to Buyer or any of Buyer's  Affiliates  that
would  reasonably  be expected to (a) cause the filing of any  objection  to the
assignment of the FCC Licenses to Buyer,  (b) lead to a delay in the  processing
by the FCC of the applications for such assignment or (c) lead to a delay in the
termination  of the  waiting  period  required by  Hart-Scott-Rodino.  Except as
disclosed  in Schedule  4.6, 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,  nor will  processing  pursuant to any  exception  or rule of
general   applicability   be  requested  or  required  in  connection  with  the
consummation of the transactions herein.

4.7 WARN Act. Buyer is not planning or contemplating,  and has not made or taken
any  decisions or actions  concerning  the  employees of the Stations  after the
Closing  Date  that  would  require  the  service  of notice  under  the  Worker
Adjustment and Retraining  Notification Act of 1988, as amended,  or any similar
state law.

                                       24
<PAGE>

4.8 Buyer's Defined  Contribution  Plan.  Schedule 4.8 completely and accurately
lists all  Buyer's  defined  contribution  plan or plans  (the  "Buyer's  Plan")
intended to be qualified  under  Section  401(a) and 401(k) of the Code in which
the Transferred Employees will be eligible to participate. Buyer has a currently
applicable determination letter from the Internal Revenue Service.

              SECTION 5: OPERATION OF THE STATIONS PRIOR TO CLOSING

Sellers  covenant and agree that  between the date hereof and the Closing  Date,
Sellers  will operate the Stations in the  ordinary  course in  accordance  with
Sellers'  past  practices  (except  where such conduct  would  conflict with the
following  covenants or with other obligations of Sellers under this Agreement),
and,  except as contemplated by this Agreement or with the prior written consent
of Buyer (such  consent not to be  unreasonably  withheld),  Sellers will act in
accordance with the following insofar as such actions relate to the Stations:

5.1 Contracts.  Seller will not renew, extend, amend or terminate,  or waive any
material  right  under,  any  Material  Contract,  or enter into any contract or
commitment  or incur  any  obligation  (including  obligations  relating  to the
borrowing of money or the guaranteeing of indebtedness  and obligations  arising
from the amendment of any existing Contract, regardless of whether such Contract
is a Material Contract) that will be assumed by or be otherwise binding on Buyer
after  Closing,  except  for (a)  cash  time  sales  agreements  and  production
agreements made in the ordinary course of business consistent with Seller's past
practices,  (b) the renewal or extension of any  existing  Contract  (other than
network affiliation  agreements) on its existing terms in the ordinary course of
business, and (c) other contracts (other than network affiliation agreements, or
time  brokerage or local  marketing  arrangements)  entered into in the ordinary
course of business  consistent  with Sellers' past practices that do not involve
consideration,  in the aggregate,  in excess of Fifty Thousand Dollars ($50,000)
measured at Closing. Prior to the Closing Date, Sellers shall deliver to Buyer a
list of all material  Contracts  entered into between the date of this Agreement
and the Closing Date and shall make available to Buyer copies of such Contracts.

5.2  Compensation.  Sellers  shall not  materially  increase  the  compensation,
bonuses,  or other benefits  payable or to be payable to any person  employed in
connection  with the conduct of the  business  or  operations  of the  Stations,
except in accordance with past practices, as required by an employment agreement
or consulting  agreement or in connection  and  commensurate  with the change in
responsibility of any employee.

5.3  Encumbrances.  Sellers  will not  create,  assume,  or  permit to exist any
mortgage,  pledge,  lien,  or other charge or  encumbrance  affecting any of the
Assets,  except for (a) liens  disclosed in Schedule 5.3, (b) liens that will be
removed prior to the Closing Date, and (c) Permitted Encumbrances.

5.4 Dispositions. Sellers will not sell, assign, lease, or otherwise transfer or
dispose of any of the Assets  except (a) Assets  that are no longer  used in the
operations  of the  Stations,  (b)  Assets  that are  replaced  with  Assets  of
equivalent  kind and value that are acquired  after the date of this  Agreement,
and (c) any intercompany accounts receivable.

                                       25
<PAGE>

5.5 Access to Information.  Upon prior reasonable notice by Buyer,  Sellers will
give to Buyer and its investors,  lenders, counsel,  accountants,  engineers and
other  authorized  representatives  reasonable  access to the  Stations  and all
books,  records and  documents of Sellers which are material to the business and
operation  of the  Stations,  and will furnish or cause to be furnished to Buyer
and its authorized  representatives all information  relating to Sellers and the
Stations that they  reasonably  request  (including  any  financial  reports and
operations reports produced with respect to the Stations).

5.6  Insurance.  Sellers or their  Affiliates  shall  maintain in full force and
effect  policies of  insurance of the same type,  character  and coverage as the
policies  currently carried with respect to the business,  operations and assets
of the Stations.

5.7 Licenses.  Sellers shall not cause or permit,  by any act or failure to act,
any of the Licenses listed on Schedule 3.4 to expire or to be revoked, suspended
or modified,  or take any action that could  reasonably be expected to cause the
FCC or any  other  governmental  authority  to  institute  proceedings  for  the
suspension,  revocation or material adverse modification of any of the Licenses.
Sellers shall prosecute with due diligence any  applications to any governmental
authority necessary for the operation of the Stations.

5.8 Obligations. Sellers shall pay all its obligations insofar as they relate to
the Stations as they become due, consistent with past practices.

5.9  No  Inconsistent  Action.  Sellers  shall  not  take  any  action  that  is
inconsistent  with its obligations  under this Agreement in any material respect
or that could  reasonably be expected to hinder or delay the consummation of the
transactions  contemplated  by this  Agreement.  Neither  Seller  nor any of its
respective  representatives  or agents shall,  directly or indirectly,  solicit,
initiate,  or participate in any way in  discussions  or  negotiations  with, or
provide any  confidential  information  to, any Person  (other than Buyer or any
Affiliate or associate of Buyer and their respective representatives and agents)
concerning any possible  disposition  of the Stations,  the sale of any material
assets of the Stations, or any similar transaction.

5.10  Maintenance  of Assets.  Sellers shall  maintain all of the Assets in good
condition  (ordinary  wear, tear and casualty  excepted),  consistent with their
overall  condition on the date of this Agreement,  and use, operate and maintain
all of the Assets in a reasonable manner.  Sellers shall maintain inventories of
spare parts and expendable supplies at levels consistent with past practices. If
any  insured  or  indemnified  loss,  damage,   impairment,   confiscation,   or
condemnation of or to any of the Assets occurs,  Sellers shall repair,  replace,
or restore the Assets to their prior  condition as represented in this Agreement
as soon thereafter as possible,  and Sellers shall use the proceeds of any claim
under any property damage  insurance  policy or other recovery solely to repair,
replace,  or restore  any of the Assets  that are lost,  damaged,  impaired,  or
destroyed.

5.11  Consents.

         (a) Subject to Section 6.5 hereof,  Sellers shall use their  reasonable
efforts to obtain all Consents  described  in Section  3.3,  without any adverse
change in the terms or  conditions of

                                       26
<PAGE>

any Assumed  Contract or License.  Sellers  shall  promptly  advise Buyer of any
difficulties  experienced in obtaining any of the Consents and of any conditions
proposed, considered or requested for any of the Consents.

         (b) Anything in this  Agreement to the contrary  notwithstanding,  this
Agreement  shall not  constitute an agreement to assign or transfer any Contract
or any claim, right or benefit arising thereunder or resulting therefrom,  if an
attempted  assignment or transfer thereof,  without the consent of a third party
thereto would  constitute a breach  thereof or in any way  adversely  affect the
rights of the Buyer  thereunder.  If such consent (a "Deferred  Consent") is not
obtained, or if an attempted assignment or transfer thereof would be ineffective
or would  affect the rights  thereunder  so that the Buyer would not receive all
such rights, then (i) the Seller and the Buyer will cooperate, in all reasonable
respects, to obtain such Deferred Consents as soon as practicable; provided that
Sellers  shall have no  obligation  (y) to expend  funds to obtain any  Deferred
Consent,  other than  ministerial  processing  fees, and Sellers'  out-of-pocket
expenses to its attorney or other agents  incurred in connection  with obtaining
any Deferred  Consent,  or (z) to agree to any adverse  change in any License or
Assumed  Contract  in order to obtain a  Deferred  Consent,  and (ii) until such
Deferred  Consent is  obtained,  the Seller and the Buyer will  cooperate in all
reasonable respects, to provide to the Buyer the benefits under the Contract, to
which such  Deferred  Consent  relates (with the Buyer  responsible  for all the
liabilities and obligations  thereunder).  In particular,  in the event that any
such Deferred  Consent is not obtained prior to Closing,  then the Buyer and the
Seller   shall   enter  into  such   arrangements   (including   subleasing   or
subcontracting  if  permitted)  to  provide  to the  parties  the  economic  and
operational  equivalent  of obtaining  such  Deferred  Consent and  assigning or
transferring such Contract,  including  enforcement for the benefit of the Buyer
of all claims or rights arising thereunder,  and the performance by the Buyer of
the obligations thereunder on a prompt and punctual basis.

5.12 Books and  Records.  Sellers  shall  maintain  their  books and  records in
accordance with past practices.

5.13  Notification.  Sellers  shall  promptly  notify Buyer in writing of any or
material developments with respect to the business or operations of the Stations
and  of  any  material  change  in  any  of  the  information  contained  in the
representations and warranties contained in Section 3 of this Agreement.

5.14  Financial  Information.  Sellers  shall  furnish  Buyer with sales  pacing
reports for the  Stations on a weekly  basis and shall  furnish to Buyer  within
thirty  (30) days after the end of each month  ending  between  the date of this
Agreement  and the Closing  Date a statement of income and expense for the month
just  ended and such  other  financial  information  (including  information  on
payables  and  receivables)  as Buyer  may  reasonably  request.  All  financial
information delivered by Sellers to Buyer pursuant to this Section 5.14 shall be
prepared  from the books and  records of Sellers in  accordance  with  generally
accepted accounting  principles,  consistently applied, shall accurately reflect
the books,  records and accounts of the Stations,  shall be complete and correct
in all material  respects,  and shall present fairly the financial  condition of
the Stations as at their  respective dates and the results of operations for the
periods then ended.

                                       27
<PAGE>

5.15  Compliance with Laws.  Sellers shall comply in all material  respects with
all material laws, rules and regulations.

5.16  Programming.  Sellers shall not make any material changes in the Stations'
formats,  except  such  changes  as in the good  faith  judgment  of Seller  are
required by the public interest.

5.17 Preservation of Business. Sellers shall use commercially reasonable efforts
consistent with past practices to preserve the business and  organization of the
Stations and to keep  available to the  Stations  its present  employees  and to
preserve the audience of the Stations and the  Stations'  present  relationships
with suppliers, advertisers, and others having business relations with it.

5.18 Normal  Operations.  Subject to the terms and  conditions of this Agreement
(including,  without  limitation,  Section 5.1),  prior to the Closing,  Sellers
shall carry on the business and activities of the Stations,  including,  without
limitation,  promotional activities, the sale of advertising time, entering into
other   contracts  and  agreements,   purchasing  and  scheduling   programming,
performing  research,  and operating in all material respects in accordance with
existing  budgets  and past  practice  and will not enter  into trade and barter
obligations  except in the  ordinary  course of  business  consistent  with past
practice.

5.19 Reserved

                   SECTION 6: SPECIAL COVENANTS AND AGREEMENTS

6.1  FCC Consent

         (a) The  exchange and  transfer of the Assets as  contemplated  by this
Agreement is subject to the prior consent and approval of the FCC.

         (b) Sellers and Buyer shall  prepare and within seven (7) business days
after  the  date  of this  Agreement  shall  file  with  the FCC an  appropriate
application  for  FCC  Consent.  The  parties  shall  thereafter  prosecute  the
application  with all  reasonable  diligence and otherwise use their  respective
best  efforts  to  obtain  a  grant  of  the  application  as  expeditiously  as
practicable. 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 (i) the  condition  was  imposed  on it as the result of a  circumstance  the
existence  of which  does not  constitute  a breach by that  party of any of its
representations, warranties or covenants hereunder, and (ii) compliance with the
condition would have a material  adverse effect upon it. Buyer and Sellers shall
oppose any  petitions  to deny or other  objections  filed  with  respect to the
application for the FCC Consent and any requests for reconsideration or judicial
review of the 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 the FCC  Consent,  as the case may be. 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.


                                       28
<PAGE>

6.2  Hart-Scott-Rodino.  Within ten (10) days  following  the  execution of this
Agreement,  Sellers  and Buyer  shall  complete  any filing that may be required
pursuant to  Hart-Scott-Rodino  (each an "HRS Filing").  Sellers and Buyer shall
diligently  take, or fully  cooperate in the taking of, all necessary and proper
steps, and provide any additional  information  reasonably requested in order to
comply with, the requirements of Hart-Scott-Rodino.

6.3 Risk of Loss. The risk of any loss,  damage,  impairment,  confiscation,  or
condemnation of any of the Assets of Sellers for any cause  whatsoever  shall be
borne by  Sellers  at all times  prior to the  Closing.  In the event of loss or
damage prior to the Closing  Date,  Sellers  shall use  commercially  reasonable
efforts to fix, restore, or replace such loss, damage, impairment, confiscation,
or condemnation to its former  operational  condition.  If Sellers have adequate
replacement  cost  insurance,  Buyer  may  elect  to have  Sellers  assign  such
insurance proceeds to Buyer, in which case, Buyer shall proceed with the Closing
, and receive at the  Closing the  insurance  proceeds or an  assignment  of the
right to receive  such  insurance  proceeds,  as  applicable,  to which  Sellers
otherwise would be entitled,  whereupon  Sellers shall have no further liability
to Buyer for such loss or damage.

6.4 Confidentiality. Except as necessary for the consummation of the transaction
contemplated by this Agreement, including Buyer's obtaining of financing related
hereto,  and except as and to the extent  required by law,  each party will keep
confidential  any  information  obtained from the other party in connection with
the transactions  specifically contemplated by this Agreement. If this Agreement
is  terminated,  each  party  will  return  to the other  party all  information
obtained  by the  such  party  from  the  other  party  in  connection  with the
transactions contemplated by this Agreement. Buyer shall continue to be bound by
the terms and conditions of the  Confidentiality  Agreement  dated June 30, 1999
between the parties hereto (the "CONFIDENTIALITY AGREEMENT").

6.5 Cooperation.  Buyer and Sellers shall  reasonably  cooperate 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 in connection  with any litigation  after the Closing Date which
relate to the Stations for periods prior to the applicable Effective Time, Buyer
and Sellers  shall execute such other  documents as may be reasonably  necessary
and desirable to the  implementation  and  consummation of this  Agreement,  and
otherwise  use  their   commercially   reasonable   efforts  to  consummate  the
transaction  contemplated  hereby and to fulfill  their  obligations  under this
Agreement.  Notwithstanding the foregoing,  Sellers shall have no obligation (a)
to expend funds to obtain any of the Consents, other than ministerial processing
fees,  and  Sellers'  out-of-pocket  expenses to its  attorney  or other  agents
incurred in connection  with  obtaining  such  consents,  or (b) to agree to any
adverse  change in any License or Assumed  Contract in order to obtain a Consent
required with respect thereto.

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


                                       29
<PAGE>

6.7      Accounts Receivable.

         (a) As soon as  practicable  after  the  Closing  Date,  Sellers  shall
deliver to Buyer a complete and detailed list of all the Accounts Receivable for
the Stations.  During the period beginning on the Closing Date and ending on the
last day of the sixth full calendar month  beginning after the Closing Date (the
"COLLECTION  PERIOD"),  Buyer  shall use  commercially  reasonable  efforts,  as
Sellers'  agent,  to collect the Accounts  Receivable  in the usual and ordinary
course of business,  using the  Stations'  credit,  sales and other  appropriate
personnel in accordance with customary practices,  which may include referral to
a collection agency.  Notwithstanding the foregoing, Buyer shall not be required
to institute  legal  proceedings on Sellers' behalf to enforce the collection of
any Accounts Receivable. Buyer shall not adjust any Accounts Receivable or grant
credit without Sellers' written consent,  and Buyer shall not pledge,  secure or
otherwise  encumber such Accounts  Receivable or the proceeds  therefrom.  On or
before the twelfth  business day after the end of each calendar month during the
Collection Period,  Buyer shall remit to Sellers  collections  received by Buyer
with respect to the Accounts  Receivable,  together with a report of all amounts
collected with respect to the Accounts  Receivable  during,  as the case may be,
the period from the Closing or the  beginning  of such month  through the end of
such month,  less any sales commissions or collection costs paid by Buyer during
the respective periods with respect to those Accounts Receivable.

         (b) Any payments  received by Buyer during the  Collection  Period from
any Person that is an account  debtor with  respect to any account  disclosed in
the list of Accounts  Receivable  delivered by Sellers to Buyer shall be applied
first to the invoice designated by the account debtor and, if none, such payment
shall be applied to the oldest account which is not disputed.  Buyer shall incur
no liability to Sellers for any uncollected  account,  other than as a result of
Buyer's  breach of its  obligations  under this Section 6.7. Prior to the end of
the third full calendar month after the Closing,  neither  Sellers nor any agent
of  Sellers  shall make any  direct  solicitation  of the  account  debtors  for
payment.  After the end of the third  full  calendar  month  after the  Closing,
Sellers shall have the right, at their expense,  to assist and participate  with
Buyer in the  collection  of  unpaid  Accounts  Receivable,  provided,  however,
Seller's collection efforts shall be commercially reasonable and consistent with
its past practices.

         (c) At the end of the Collection Period,  Buyer shall return to Sellers
all files  concerning  the  collection  or  attempts  to  collect  the  Accounts
Receivable,  and  Buyer's  responsibility  for the  collection  of the  Accounts
Receivable shall cease.

6.8 Allocation of Purchase  Price.  Buyer and Sellers agree that the fair market
value of the Assets of the Stations (the "Fair Market Value of the Assets") will
be appraised by the appraisal firm of BIA, whose expenses will be borne one-half
(1/2)  by  Buyer  and  one-half  (1/2)  by  Sellers.  Buyer  and  Sellers  shall
collaborate in good faith in the  preparation of mutually  satisfactory  Form(s)
8594 (and Form 8824 to the extent  applicable)  reflecting the Fair Market Value
of the Assets as found by BIA and such other  information  as is required by the
form. Buyer and Sellers shall each file with their respective federal income tax
return for the tax year in which the Closing occurs,  IRS Form(s) 8594 (and Form
8824 to the extent  applicable)  containing the  information  agreed upon by the
parties pursuant to the immediately  preceding sentence.  Buyer agrees to report
the purchase of the Assets of the Stations, and Sellers agree to report the sale
of


                                       30
<PAGE>

such assets for income tax purposes on their respective  income tax returns in a
manner  consistent with the information  agreed upon by the parties  pursuant to
this section and  contained in the IRS Form(s) 8594 (and Form 8824 to the extent
applicable).

6.9 Access to Books and Records.  To the extent  reasonably  requested by Buyer,
Sellers  shall  provide  Buyer  access  and the right to copy from and after any
Closing  Date any books and records  relating to the Assets but not  included in
the Assets. To the extent reasonably  requested by Sellers,  Buyer shall provide
Sellers access and the right to copy from and after the applicable  Closing Date
any books and records  relating  to the Assets that are  included in the Assets.
Buyer and Sellers shall each retain any such books and records,  for a period of
three  years (or such longer  period as may be required by law or good  business
practice)  following the Final Closing Date.  Subject to and in accordance  with
the terms of this Section 6.9,  Sellers  shall cause its  accountants  regularly
servicing   Sellers  to  conduct  audits  and  reviews  of  Sellers'   financial
information  as Buyer may reasonably  determine is necessary to satisfy  Buyer's
due diligence,  including,  without limitation, (a) causing Sellers' auditors to
permit Buyer's  auditors to have access to Sellers'  auditor's work papers,  and
(b)  causing  Sellers'  auditors  to consent to such  access by Buyer.  Under no
circumstance shall the preparation of any financial  statements pursuant to such
audits and reviews  (i)  require  any Seller to change or modify any  accounting
policy, (ii) cause any unreasonable  disruption in the business or operations of
any  Station,  or (iii)  cause any delay  that is more  than de  minimis  in any
internal  reporting  requirements of any Seller. All costs and expenses incurred
in connection with the preparation of (and assimilation of relevant  information
for) the audits and reviews of financial  information  shall be paid by Sellers;
provided,  Buyer shall  promptly  pay upon  presentation  of any  invoice,  as a
non-refundable  prepayment of the Purchase  Price,  for all charges  incurred in
connection  with such audit to the extent relating to work performed on or after
July 26, 1999 (such charges, the "Section 6.9 Amount") (it being understood that
the hourly  charges  of  Sellers'  accountants  for the period of time for which
Buyer  is  responsible  may be  greater  than the  hourly  charges  incurred  by
Sellers). In addition, Buyer shall be responsible for any costs and expenses (a)
associated  with the inclusion of such audited  financial  statements in Buyer's
publicly filed documents,  including,  without limitation, any fees for consents
to such  inclusion and a "comfort  letter," and (b) incurred in connection  with
any review of financial  statements  for the periods ended June 30, 1998 or June
30, 1999,  or for any other  periods  other than the  financial  statements  for
calendar year 1998.

6.10 Employee Matters.

         (a) Upon  consummation of the Closing,  Buyer shall offer employment to
each of the  Employees  of the  Stations  (including  those on leave of absence,
whether short-term,  long-term,  family, maternity,  disability, paid, unpaid or
other, and those hired after the date hereof in the ordinary course of business)
at a comparable  salary,  position and place of  employment as held by each such
employee  immediately  prior to the Closing Date (such  employees  who are given
such offers of employment are referred to herein as the "TRANSFERRED EMPLOYEES")

         (b) Except as provided  otherwise in this Section  6.10,  Sellers shall
pay, discharge and be responsible for (a) all salary and wages arising out of or
relating to the  employment of the  Employees  prior to the Closing Date and (b)
any employee benefits arising under the Benefit

                                       31
<PAGE>

Plans or Benefit  Arrangements of Sellers and their Affiliates during the period
prior to the Closing  Date.  From and after the Closing  Date,  Buyer shall pay,
discharge and be responsible for all salary,  wages and benefits  arising out of
or relating to the employment of the Transferred Employees by Buyer on and after
the Closing Date. Buyer shall be responsible for all severance liabilities,  and
all COBRA liabilities for any Transferred  Employees of the Stations  terminated
on or after the Closing Date, including,  without limitation, any related to any
deemed  termination by Sellers of the  Transferred  Employees as a result of the
consummation of the transaction contemplated hereby and any required pursuant to
those  retention/severance  agreements  listed  on  Schedule  6.10  hereto,  but
excluding any severance due as a result of those  agreements  listed on Schedule
6.10-A.

         (c) Buyer shall cause all Transferred  Employees as of the Closing Date
to be  eligible to  participate  in its  "employee  welfare  benefit  plans" and
"employee  pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA,
respectively)  of Buyer in  which  similarly  situated  employees  of Buyer  are
generally  eligible to  participate;  provided,  however,  that all  Transferred
Employees  and their  spouses  and  dependents  shall be eligible  for  coverage
immediately  after the Closing Date (and shall not be excluded  from coverage on
account of any  pre-existing  condition) to the extent provided under such plans
with respect to Transferred Employees.

         (d) For purposes of any length of service requirements, waiting period,
vesting periods or differential  benefits based on length of service in any such
plan for which a Transferred  Employee may be eligible after the Closing,  Buyer
shall  ensure  that,  to the extent  permitted  by law, and except as limited by
Buyer's  Employment  Termination  Severance  policy service by such  Transferred
Employee  with  Sellers,  any  Affiliate  of Sellers  or any prior  owner of the
Stations shall be deemed to have been service with the Buyer. In addition, Buyer
shall ensure that each  Transferred  Employee  receives credit under any welfare
benefit  plan  of  Buyer  for  any  deductibles  or  co-payments  paid  by  such
Transferred Employee and his or her dependents for the current plan year under a
plan  maintained by Sellers or any Affiliate of Sellers to the extent  allowable
under any such plan. Buyer shall grant credit to each  Transferred  Employee for
all sick leave in accordance with the policies of Buyer applicable  generally to
its  employees  after  giving  effect to service for Sellers,  any  Affiliate of
Sellers or any prior owner of the Stations,  as service for Buyer. To the extent
taken into  account in  determining  prorations  pursuant to Section 2.3 hereof,
Buyer shall assume and  discharge  Sellers'  liabilities  for the payment of all
unused  vacation leave accrued by Transferred  Employees as of the Closing Date.
To the extent any claim with  respect to such accrued  vacation  leave is lodged
against  Sellers  with respect to any  Transferred  Employee for which Buyer has
received  a  proration  credit,  Buyer  shall,  to the  extent  of such  credit,
indemnify, defend and hold harmless Sellers from and against any and all losses,
directly or indirectly, as a result of, or based upon or arising from the same.

         (e) As soon as practicable following the Closing Date, Buyer shall make
available  to the  Transferred  Employees  Buyer's  401(k)  Plan.  To the extent
requested by a Transferred  Employee,  Sellers shall cause to be  transferred to
Buyer's 401(k) Plan, in cash and in kind, all of the individual account balances
of Transferred Employees under the Sellers' Plan, including any outstanding plan
participant loan receivables allocated to such accounts.

                                       32
<PAGE>

         (f) Buyer acknowledges and agrees that Buyer's obligations  pursuant to
this  Section  6.10  are in  addition  to,  and not in  limitation  of,  Buyer's
obligation to assume the employment contracts included in the Assumed Contracts.
Nothing in this  Agreement  shall be construed  to provide  employees of Sellers
with any rights  under this  Agreement,  and no Person,  other than the  parties
hereto,  is or shall be entitled to bring any action to enforce any provision of
this  Agreement  against  any of the  parties  hereto,  and  the  covenants  and
agreements set forth in this  Agreement  shall be solely for the benefit of, and
shall only be enforceable by, the parties hereto and their respective successors
and assigns as permitted hereunder.

         (g) Certain Payments.  Subject to the terms of this Section 6.10(g) and
Section 6.10(h), in the event Buyer terminates any of the Transferred  Employees
during  the  six  (6)  calendar   month  period  after  the  Closing  Date  (the
"Reimbursement  Period"), which relates to the Station at which such employee is
employed,  as applicable,  Sellers shall promptly reimburse Buyer for the amount
paid by Buyer to such Terminated Employee pursuant to the terms of the Retention
Agreements  listed on  Schedules  6.10 (as in effect  on the date  hereof)  (the
"Scheduled  Retention  Agreements")  as  follows:  (y) the full  amount  of such
payments  in  an  amount,   when  aggregated  with  any  payments  made  by  the
Multi-Stations  Sellers under 6.10(g) of the Multi-Stations  Agreement that does
not exceed $1,000,000 (the "Initial Employee Cap"); and (z) 50% of such payments
above the Initial  Employee Cap in an amount,  when aggregated with any payments
made by the Multi-Stations Sellers under 6.10(g) of the Multi-Stations Agreement
does not exceed  $500,000.  The payments made  pursuant to this Section  6.10(g)
shall not be counted against the Threshold  Amount. In no event shall Sellers be
obligated to reimburse  Buyer (i) for any payments made by Buyer pursuant to the
Scheduled  Retention  Agreements to Transferred  Employees  terminated after the
expiration of the Reimbursement  Period, or (ii) for any amount, when aggregated
with any payments made by the Multi-Stations Sellers under Section 6.10(g) under
the Multi-Stations Agreement in excess of $1,500,000.

         (h)  Notwithstanding  any  provisions  of Section  6.10(g) of the Asset
Purchase  Agreement  to the  contrary,  Sellers  shall  have  no  obligation  to
reimburse  Buyer  for any  severance  amount  (whether  or not  pursuant  to the
Scheduled Retention Agreements),  which obligations shall be the sole obligation
of Buyer regardless of when such termination  occurs paid to (i) any Transferred
Employee who is terminated (a) at the request of a third party who  subsequently
enters into a memorandum  of  understanding,  letter of intent,  or agreement to
acquire  any of the  Stations,  or (b) as a  result  of  Buyer  entering  into a
memorandum of understanding,  letter of intent, or an agreement to sell, assign,
swap,  or otherwise  dispose of or convey any Station to a third  party,  and/or
(ii) the employees listed on Schedule  6.10(h),  including,  but not limited to,
any employees of the Stations listed thereon.

         (i) For twelve (12) calendar  months after the Closing Date (a) none of
Sellers or any of their Affiliates shall hire any of the Transferred  Employees;
provided that the provisions of this Section  6.10(i)(a)  shall not apply to any
Transferred Employee terminated by Buyer; and provided further that this Section
6.10(i)(a)  does  not  apply  to  any  employees  (other  than  the  Transferred
Employees)  hired by the Seller  Entities  (as defined  below) after the Closing
Date,  and (b) other than the  Transferred  Employees,  Buyer shall not hire any
employees  of  Sellers  or any  Affiliate  or parent  of  Sellers  (the  "Seller
Entities")  who are  employees,  as of the Closing Date of any of the television
broadcast stations owned,  operated, or programmed by any of the

                                       33
<PAGE>

Seller  Entities  in any  market  in which  the  Stations  broadcast  ("Sellers'
Employees");  provided  that the  provisions  of this Section  6.10(i)(b) do not
apply to  Sellers'  Employees  whose  employment  is  terminated  by the  Seller
Entities; and provided further that the provisions of this Section 6.10(i)(b) do
not apply to any employees (other than Sellers'  Employees) hired by Buyer after
the Closing Date.

6.11  Reserved

6.12  Public  Announcements.  Sellers and Buyer  shall  consult  with each other
before issuing any press releases or otherwise making any public statements with
respect to this Agreement or the transactions  contemplated herein and shall not
issue any such press release or make any such public statement without the prior
written consent of the other party,  which shall not be  unreasonably  withheld;
provided,  however,  that a party may,  without the prior written consent of the
other party,  issue such press  release or make such public  statement as may be
required by Law or any listing agreement with a national  securities exchange to
which  Sinclair  or Buyer is a party if it has used all  reasonable  efforts  to
consult  with the other  party and to obtain such  party's  consent but has been
unable to do so in a timely manner.

6.13 Disclosure Schedules.  Sellers and Buyer acknowledge and agree that Sellers
shall not be liable for the failure of the  Schedules to be accurate as a result
of the operation of the Stations prior to the Closing in accordance with Section
5 of this Agreement.  The inclusion of any fact or item on a Schedule referenced
by a particular  section in this  Agreement  shall,  should the existence of the
fact or item or its contents be relevant to any other  section,  be deemed to be
disclosed  with  respect  to  such  other  section  whether  or not an  explicit
cross-reference  appears in the Schedules if such relevance is readily  apparent
from examination of such Schedules.

6.14 Bulk Sales Law.  Buyer hereby waives  compliance by Sellers,  in connection
with the transactions contemplated hereby, with the provisions of any applicable
bulk transfer laws.

6.15 Environmental Site Assessment.

         6.15.1 Within sixty (60) days of the execution of this Agreement, Buyer
may obtain Phase I  Environmental  Assessments at Buyer's expense for any or all
of the parcels of the Owned or Leased Real  Property set forth on Schedule  6.15
(the  "Environmental  Assessments").  In the event any Environmental  Assessment
discloses  any  conditions   contrary  to  any  representations  and  warranties
(determined  without regard to any Knowledge qualifier therein) or any potential
that such  conditions may exist,  the Buyer may conduct or have conducted at its
expense  additional  testing  to confirm  or negate  the  existence  of any such
conditions.  If any such Environmental Assessment or additional testing reflects
the  existence  of any such  conditions  at any Owned Real  Property  or, to the
extent caused by any of the Assets, at any of the Leased Real Property,  and if,
and only if, the cost of remediation,  when aggregated with costs of remediation
as to the Multi-Stations, exceeds One Hundred Thousand Dollars ($100,000.00), in
the  aggregate  for all  parcels of the Real  Property to be conveyed by Sellers
hereunder  and by the  Multi-Stations  Sellers  pursuant  to the  Multi-Stations
Agreement,  Sellers  shall  cause the  conditions  to be  remedied as quickly as
possible  (and in all events prior to Closing for which such property is used in
the  operation  of  the  Stations)  such  that  no  conditions  contrary  to the
representations  and  warranties   (determined  with  regard  to  any  knowledge
qualifier contained therein) of this


                                       34
<PAGE>

Agreement  exist;  provided,  however,  that  Sellers  shall not be obligated to
expend in the  aggregate  for the Stations and the  Multi-Stations  in excess of
Three Million Dollars  ($3,000,000.00)  to effect such  remediation for all Real
Property to be conveyed hereunder and pursuant to the Multi-Stations  Agreement.
In the event that such remedial  action(s)  does cost in the aggregate in excess
of Three  Million  Dollars  ($3,000,000.00),  Sellers may elect not to take such
remedial  action.  In such event,  Buyer may  require  Sellers to proceed to the
Closing of the Stations,  and at the Closing,  the purchase price for any of the
Stations  acquired  at the  Closing  shall be reduced by the  estimated  cost of
remediation  for that  portion of the Owned Real  Property to be acquired at the
Closing,  not  to  exceed  in the  aggregate  for  the  Closing  the  Unexpended
Remediation  Amount.  Alternatively,  Buyer may terminate  this  Agreement,  and
Sellers shall have no liability to Buyer as a result of such  termination.  Such
Environmental  Assessments  shall not  relieve  Sellers of any  obligation  with
respect  to any  representation,  warranty,  or  covenant  of  Sellers  in  this
Agreement or waive any condition to Buyer's  obligations  under this  Agreement.
The cost of completing the Environmental Assessments shall be paid by Buyer.

         6.15.2  Nothing in this Section 6.15 shall be deemed to extend the date
on which the Closing would otherwise occur under this Agreement.

6.16 Reserved

6.17 Adverse Developments. Sellers shall promptly notify Buyer of any unusual or
materially adverse  developments that occur prior to the Closing with respect to
the Assets or the operation of the Stations;  provided,  however,  that Sellers'
compliance  with the  disclosure  requirements  of this  Section  6.17 shall not
relieve Sellers of any obligation with respect to any  representation,  warranty
or covenant of Sellers in this  Agreement or relieve Buyer of any  obligation or
duty hereunder, waive any condition to Buyer's obligations under this Agreement,
or expand or enhance any right of Buyer hereunder.

6.18 Title Insurance.  Within ten (10) days of the date of this Agreement,  each
Seller shall  deliver to Buyer its current  title  insurance  policies.  Sellers
shall  cooperate  with Buyer in obtaining the  commitment  of a title  insurance
company reasonably satisfactory to Buyer agreeing to issue to Buyer, at standard
rates,  ALTA [1992] Form extended  coverage title insurance  policies,  insuring
Buyer's interest in the Real Property (the "Title Commitment"). The costs of the
Title  Commitment and the policy to be issued  pursuant to the Title  Commitment
shall be paid by Buyer.

6.19 Surveys. Within sixty (60) days of the date of this Agreement,  each Seller
of Real Property shall deliver to Buyer, at Buyer's expense, surveys of the Real
Property  performed by surveyors  reasonably  acceptable to Buyer  sufficient to
remove any "survey  exception"  from the title  insurance  policies to be issued
pursuant to the Title Commitments.

6.20  Reserved

6.21  Reserved

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<PAGE>

6.22 Cooperation on Tax Matters. The parties intend to allow for the election by
Sellers  ("Election")  to  have  the  sale  of all or a  portion  of the  Assets
contemplated  by this  Agreement  become part of a "Tax  Deferred  Exchange"  in
accordance  with the provisions of Section 1031 of the Internal  Revenue Code of
1986 (the "Code"). Buyer covenants and agrees to participate and fully cooperate
with Sellers  (and any  qualified  intermediary  (as that term is defined in the
Code) involved in the Tax Deferred  Exchange),  in the event of an Election,  so
long as such  participation  and cooperation  does not have an adverse effect on
Buyer.  To the  extent  that  any  provision  in  this  Section  6.22 or in this
Agreement shall be found  inconsistent  with or in violation of any of the terms
of Section 1031 of the Code,  such  provision  shall be null and void, all other
provisions  of this  Agreement  shall  remain in full force and effect,  and the
parties shall endeavor to agree upon  alternative  provisions that affect a "Tax
Deferred  Exchange"  of property in such manner as will comply with Section 1031
of the Code. If no such  agreement is reached within a reasonable  period,  then
this Agreement shall be performed without an exchange of properties.

6.23  Reference to Original  Agreement.  Buyer and Sellers agree that  reference
shall be made to the Original  Agreement and the  accompanying  Letter Agreement
dated  August 18, 1999,  and the Escrow  Agreement  dated  August 18,  1999,  to
resolve any  ambiguity  in this  Agreement  or any  inconsistency  between  this
Agreement and the Multi-Station Agreement.

            SECTION 7: CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

7.1 Conditions to Obligations of Buyer.  All obligations of Buyer at the Closing
hereunder  with  respect to the  Stations  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.  All representations and warranties
of Sellers  contained in this Agreement  shall be true and complete at and as of
the  Closing  Date  as  though  made  at  and  as  of  that  time,  (except  for
representations  and  warranties  that speak as of a specific date or time which
need  only be true and  complete  as of such  date or  time),  except  where the
failure to be true and complete  (determined  without regard to any  materiality
qualifications therein) does not have a Material Adverse Effect.

         (b) Covenants and Conditions. Sellers shall have performed and complied
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,  except where
the failure to have  performed and complied  (determined  without  regard to any
materiality qualifications therein) does not have a Material Adverse Effect.

         (c)  FCC   Consent.   The  FCC   Consent   shall  have  been   granted,
notwithstanding  that it may not have yet  become a "Final  Order,"  unless  any
filing is made with the FCC that  pertains  to or  becomes  associated  with any
request  for  consent  to the  assignment  of any of the FCC  Licenses  (an "FCC
Objection"),  in which case, Buyer shall not be obligated to close until the FCC
Consent shall have become a "Final Order," unless in the reasonable  judgment of
Buyer's  counsel such objection  would not reasonably be expected to result in a
denial of the FCC Consent,  or the designation for hearing for the  applications
for FCC Consent.

                                       36
<PAGE>

         (d)   Hart-Scott-Rodino.   All   applicable   waiting   periods   under
Hart-Scott-Rodino shall have expired or terminated.

         (e) Governmental Authorizations. Sellers shall be the holder of all FCC
Licenses,  and  there  shall  not have  been any  modification,  revocation,  or
non-renewal of any License that has had a Material Adverse Effect. No proceeding
shall be pending the effect of which could be to revoke,  cancel, fail to renew,
suspend, or modify materially and adversely any FCC License.

         (f)  Consents.  All consents of third parties that are required for the
valid and binding  assignment  from Sellers to Buyer of all  Material  Contracts
marked by an  asterisk on  Schedules  3.5 and 3.7 shall have been  obtained  (or
available upon consummation of the Closing).

         (g)  Reserved

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

         (i)  Satisfactory  Environmental  Assessment.  To the  extent  that any
Environmental  Assessment or additional testing  conducting  pursuant to Section
6.15 hereof reflects the existence of conditions  contrary to any representation
or  warranty in this  Agreement,  either (i) Sellers  shall have  completed  the
remediation of such conditions in accordance  with Section 6.15 hereof,  or (ii)
Buyer shall have  provided  notice to Sellers of Buyer's  election to proceed to
Closing  with the  proration  to the  Purchase  Price  specified in Section 6.15
hereof.

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

         (a) Representations and Warranties.  All representations and warranties
of Buyer  contained in this Agreement shall be true and complete in all material
respects at and as of the Closing Date as though made at and as of that time.

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

         (d)   Hart-Scott-Rodino.   All   applicable   waiting   periods   under
Hart-Scott-Rodino shall have expired or terminated.

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


                                       37
<PAGE>


                    SECTION 8: CLOSING AND CLOSING DELIVERIES

8.1 Closing.

         (a)  Closing Date.

         (i) Except as provided below in this Section 8.1 or as otherwise agreed
to by Buyer and  Sellers,  the  Closing  hereunder  shall be held for all of the
Stations on a date  specified by Buyer on at least five (5) days written  notice
that is not  earlier  than the first  business  day after or later than ten (10)
business days after the date on which all of the conditions to Closing have been
satisfied or waived;

                  (w)      Reserved;

                  (x)      Reserved;

                  (y)      Reserved

         (ii) If any event occurs that prevents  signal  transmission  by any of
the  Stations  in the normal and usual  manner and  Sellers  cannot  restore the
normal  and  usual  transmission  before  the date on which  the  Closing  would
otherwise occur pursuant to this Section 8.1(a), and this Agreement has not been
terminated  under  Section  9,  Sellers  shall  diligently  take such  action as
reasonably  necessary to restore  such  transmission,  and the Closing  shall be
postponed until a date within the effective period of the FCC Consent (as it may
be extended  pursuant to Section  6.1(c)) to allow Sellers to restore the normal
and usual transmission for such Station. If the Closing is postponed pursuant to
this  paragraph,  the date of the Closing shall be ten (10) days after notice by
Sellers to Buyer that transmission has been restored.  Notwithstanding  anything
to the contrary in this Agreement,  Buyer shall not be obligated to close if the
transmission  of any Station is not  operating  in the normal and usual  manner,
unless and until the Sellers have restored the  transmission  of such Station to
its normal and usual level.

         (iii) If there is in  effect  on the date on which  the  Closing  would
otherwise  occur pursuant to this Section  8.1(a) any judgment,  decree or order
that would prevent or make unlawful the Closing on that date,  the Closing shall
be postponed until a date within the effective  period of the FCC Consent (as it
may be  extended  pursuant  to Section  6.1(c)),  to be agreed upon by Buyer and
Sellers,  when  such  judgment,  decree,  or order no longer  prevents  or makes
unlawful the Closing.  If the Closing is postponed  pursuant to this  paragraph,
the date of the Closing shall be mutually agreed to by Seller and Buyer.

         (b) Closing Place.  The Closing  hereunder shall be held at the offices
of Thomas & Libowitz, 100 Light Street, Suite 1100, Baltimore, MD, 21201, or any
other place that is mutually agreed upon by Buyer and Sellers.

8.2 Deliveries by Sellers. Prior to or on Closing Date, Sellers shall deliver to
Buyer the following,  in form and substance reasonably satisfactory to Buyer and
its counsel:

                                       38
<PAGE>

         (a)  Conveyancing  Documents.  Duly executed  deeds in form and quality
equivalent to the deeds by which Sellers  obtained title,  bills of sale,  motor
vehicle titles, assignments, and other transfer documents that are sufficient to
vest good and marketable title to the Assets being transferred at the Closing in
the  name of  Buyer,  free  and  clear of all  mortgages,  liens,  restrictions,
encumbrances, claims and obligations except for Permitted Encumbrances;

         (b) Officer's Certificate. A certificate, dated as of the Closing Date,
executed by an officer of Sellers,  certifying: (i) that the representations and
warranties  of Sellers  contained in this  Agreement are true and complete as of
the  Closing   Date  as  though  made  on  and  as  of  that  date  (except  for
representations  and warranties that speak as of a specific date or time,  which
need only be true and  complete  as of such date or time),  except to the extent
that the failure of such representations and warranties (in each case determined
without regard to any materiality  qualifications  contained  therein) shall not
have had a Material  Adverse Effect,  and (ii) that Sellers have in all respects
performed and complied with all of its obligations,  covenants and agreements in
this  Agreement  to be performed  and  complied  with on or prior to the Closing
Date,  except to the extent that the failure to perform such  covenants (in each
case  determined  without  regard to any  materiality  qualifications  contained
therein) shall not have had a Material Adverse Effect.

         (c)  Secretary's  Certificate.  A certificate,  dated as of the Closing
Date,  executed  by  each  of  the  Seller's  Secretary,  members,  partners  or
designees, as the case may be: (i) certifying that the resolutions,  as attached
to such  certificate,  were duly adopted by such Seller's Board of Directors and
shareholders  (if  required)  (or by  the  general  partner  in  the  case  of a
partnership  or by the  members  in the case of a  limited  liability  company),
authorizing  and approving the execution of this Agreement and the  consummation
of the transaction  contemplated hereby and that such resolutions remain in full
force and effect; and (ii) providing,  as attachments  thereto,  the Articles of
Incorporation and Bylaws (or other organizational documents) of such Seller;

         (d) Consents.  A manually  executed copy of any  instrument  evidencing
receipt of any Consent  which has been  received by Sellers  which relate to the
Stations or, the Assets of which are being transferred at the Closing;

         (e)  Good  Standing  Certificates.  To the  extent  available  from the
applicable jurisdictions,  certificates as to the formation and/or good standing
of each Seller issued by the appropriate  governmental authorities in the states
of organization and each  jurisdiction in which such Sellers are qualified to do
business,  each such certificate (if available) to be dated a date not more than
a reasonable number of days prior to the Closing Date;

         (f)   Opinions   of  Counsel.   Opinions   of   Sellers'   counsel  and
communications  counsel dated as of the Closing Date,  substantially in the form
of Exhibits 2 and 3 hereto; and

         (g)  Reserved

                                       39
<PAGE>

         (h) Other Documents. Such other documents reasonably requested by Buyer
or its counsel for complete implementation of this Agreement and consummation of
the transaction contemplated hereby.

8.3 Deliveries by Buyer. Prior to or on the Closing Date, Buyer shall deliver to
Sellers the following,  in form and substance reasonably satisfactory to Sellers
and their counsel:

         (a)  Closing  Payment.  The  payment of the  Estimated  Purchase  Price
described in Section 2.4(a);

         (b) Officer's Certificate. A certificate, dated as of the Closing Date,
executed  on  behalf  of an  officer  of the  Buyer,  certifying  (i)  that  the
representations and warranties of Buyer contained in this Agreement are true and
complete in all  material  respects as of the Closing Date as though made on and
as of that date, and (ii) that Buyer has in all material respects  performed and
complied with all of its obligations, covenants and agreements in this Agreement
to be performed and complied with on or prior to the Closing Date;

         (c)  Secretary's  Certificate.  A certificate,  dated as of the Closing
Date,  executed by Buyer's  Secretary:  (i) certifying that the resolutions,  as
attached to such  certificate,  were duly adopted by Buyer's Board of Directors,
authorizing  and approving the execution of this Agreement and the  consummation
of the transaction  contemplated hereby and that such resolutions remain in full
force  and  effect;  and  (ii)  providing,  as an  attachment  thereto,  Buyer's
Certificate of Incorporation and Bylaws;

         (d) Assumption  Agreements.  Appropriate assumption agreements pursuant
to which Buyer shall assume and undertake to perform  Sellers'  obligations  and
liabilities  to the extent  provided  under  this  Agreement  for the  Stations,
including (without limitation) under the Licenses and the Assumed Contracts;

         (e)  Good  Standing  Certificates.  To the  extent  available  from the
applicable jurisdictions,  certificates as to the formation and/or good standing
of Buyer  issued by the  appropriate  governmental  authorities  in the state of
organization  and each  jurisdiction in which Buyer is qualified to do business,
each  such  certificate  (if  available)  to be  dated a date  not  more  than a
reasonable number of days prior to the Closing Date;

         (f) Opinion of Counsel.  An opinion of Buyer's  counsel dated as of the
Closing Date, substantially in the form of Exhibit 4 hereto; and

         (g)  Reserved

         (h) Other  Documents.  Such other  documents  reasonably  requested  by
Sellers or their  counsel for  complete  implementation  of this  Agreement  and
consummation of the transactions contemplated hereby.


                                       40
<PAGE>

                             SECTION 9: TERMINATION

9.1 Termination by Mutual Consent.  This Agreement may be terminated at any time
prior to Closing by the mutual consent of the parties.

9.2  Termination by Seller.  This Agreement may be terminated by Sellers and the
sale and transfer of the Stations abandoned, if:

         (a) Sellers are not then in material  default  hereunder,  upon written
notice to Buyer if on the date that would  otherwise  be the Closing Date any of
the  conditions  precedent to the  obligations  of Sellers set forth in Sections
7.2(a),  7.2(b) and 7.2(e) of this Agreement has not been satisfied or waived in
writing by Sellers  (whether or not occurring as the result of Buyer's  material
breach of any provision of this Agreement);

         (b) Buyer shall default in the  performance  of its  obligations  under
this  Agreement  in any  material  respect and such  default is not cured within
thirty (30) days after notice thereof;

         (c) Sellers are not then in material default  hereunder and Closing has
not occurred  within one (1)  calendar  year from the date hereof and failure of
Closing  to have  occurred  is due to the  failure  to  receive  any  regulatory
approval  required for Closing,  including,  but not limited to,  expiration  or
termination  of  the   Hart-Scott-Rodino   waiting  period,   any  FCC  Consents
(including,  without  limitation,  such facts as are  disclosed  on Schedule 4.6
hereto),  and the  failure of such  consent,  expiration  or  termination  to be
granted is the result of facts relating to Buyer or any Affiliate of Buyer; or

         (d) Sellers are not then in material  default  hereunder if the Closing
has not occurred  within twenty four (24) months from the date hereof due to the
failure to receive any regulatory approval required for Closing,  including, but
not limited to, the expiration or termination of the  Hart-Scott-Rodino  waiting
period of any FCC  Consent,  and the  failure of such  consent,  expiration,  or
termination to be granted is the result of facts relating to Sellers.

         (e)  Closing  has not  occurred  with  respect to the  Stations  within
eighteen  (18) months from the date hereof,  if Sellers are not then in material
default  hereunder,  and Closing has not  occurred  for any reason other than as
provided in Section 9.2(d).

9.3  Termination  by Buyer.  This  Agreement  may be terminated by Buyer and the
exchange and transfer of the Stations abandoned, if:

         (a)  Buyer is not then in  material  default,  upon  written  notice to
Sellers  if on the date that  would  otherwise  be the  Closing  Date any of the
conditions  precedent to the obligations of Buyer set forth in Sections  7.1(a),
7.1(b),  7.1(e),  7.1(f),  7.1(g),  and 7(h) of this  Agreement  (and  only such
Sections) has not been  satisfied or waived in writing by Buyer  (whether or not
occurring  as the result of Sellers'  material  breach of any  provision of this
Agreement);

                                       41
<PAGE>

         (b)  Sellers  shall  have  defaulted  in the  performance  of  Sellers'
obligations  under this  Agreement,  and such default is not cured within thirty
(30) days after  notice  thereof  and such  default  has had a Material  Adverse
Effect; or

         (c) Buyer is not then in material default hereunder and Closing has not
occurred within fifteen (15) months from the date hereof and failure to close is
due to the failure to receive any  regulatory  approval  required  for  Closing,
including,   but   not   limited   to,   expiration   or   termination   of  the
Hart-Scott-Rodino waiting period and any FCC Consents and the failure to receive
such consent is due to facts relating to Sellers or any Affiliate of Sellers.

         (d)  Closing  has not  occurred  with  respect to the  Stations  within
eighteen (18) months from the date hereof,  if the terminating party is not then
in material  default  hereunder  and the Closing has not occurred for any reason
other than as provided in Section 9.2(c).

9.4 Rights on Termination.  If this Agreement is terminated by Buyer pursuant to
Section 9.3 as a result of Sellers'  material  breach of any  provision  of this
Agreement,  Buyer shall be entitled to the immediate return of the amount of the
Allocable Escrow Deposit, and Buyer shall have all rights and remedies available
at law or equity,  including  the remedy of specific  performance  described  in
Section  9.6 below.  If this  Agreement  is  terminated  by Sellers  pursuant to
Section 9.2,  Sellers,  as their sole  remedy,  shall be entitled to receive the
amount of the Allocable  Escrow  Deposit,  less any amount  thereof  released in
accord with the provisions of this Agreement prior to such termination, together
with all interest or other  proceeds from the investment  thereof,  but less any
compensation  due  Escrow  Agent,  as  liquidated  damages  in  full  and  final
settlement of all claims of Sellers under this Agreement,  and there shall be no
other or further obligations or remedies of Sellers hereunder.

9.5 Liquidated Damages Not a Penalty.  With respect to the liquidated damages as
described  and  provided  for in Section  9.4 hereof,  Sellers and Buyer  hereby
acknowledge  and agree that the damage  that may be  suffered  by Sellers in the
event of a default by Buyer hereunder is not readily ascertainable and that such
liquidated  damages as of the date  hereof  are a  reasonable  estimate  of such
damages and are intended to  compensate  Sellers for any such damage and are not
to be construed as a penalty.

9.6 Specific  Performance.  The parties  recognize  that if Sellers  breach this
Agreement and refuse to perform under the provisions of this Agreement, monetary
damages  alone would not be adequate to compensate  Buyer for its injury.  Buyer
shall  therefore  be  entitled,  in addition to any other  remedies  that may be
available, to obtain specific performance of the terms of this Agreement. If any
action is brought by Buyer to enforce this  Agreement,  Sellers  shall waive the
defense that there is an adequate remedy at law.

9.7 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).

                                       42
<PAGE>

9.8 Survival. Notwithstanding the termination of this Agreement pursuant to this
Section 9, the  obligations of Buyer and Sellers set forth in Sections 6.2, 6.4,
9, 10, and 11 shall survive such  termination  and the parties hereto shall have
any and all rights and remedies to enforce such  obligations  provided at law or
in equity or otherwise (including without limitations, specific performance).

9.9      Reserved

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

10.1 Survival of Representations.  All representations and warranties, covenants
and  agreements  of Sellers  and Buyer  contained  in or made  pursuant  to this
Agreement or in any  certificate  furnished  pursuant  hereto shall  survive the
Closing Date and shall remain in full force and effect to the following  extent:
(a)   representations   and  warranties  (other  than  the  representations  and
warranties  set forth in Section 3.16) shall survive for a period of twelve (12)
months after the Closing  Date,  (b) except as otherwise  provided  herein,  the
covenants  and  agreements  which,  by their  terms,  survive the Closing  shall
continue  in full force and effect  until fully  discharged  (but not beyond the
expiration  of  twelve  (12)  months  after  the  Closing  Date),  and  (c)  any
representation,  warranty,  covenant or agreement that is the subject of a claim
which is asserted in a reasonably  detailed  writing prior to the  expiration of
the survival period set forth in this Section 10.1 shall survive with respect to
such  claim or  dispute  until  the  final  resolution  thereof;  provided  that
notwithstanding  the  foregoing,  representations  and  warranties  set forth in
Section 3.16 and the  covenant in Section  6.15 shall  survive for the lesser of
eighteen  (18) months after the Closing  Date,  and (ii) the  expiration  of the
applicable  statute of limitations,  but, in no event, shall the survival period
in this  proviso  be less than one (1) year  after the  Closing  Date;  provided
further  that  the   covenants   and   agreements   set  forth  in  Section  6.4
Confidentiality, Section 6.5 Cooperation, Section 6.9 Books and Records, Section
11.1 Fees and  Expenses,  Section  11.2  Notices,  and Section  11.3 Benefit and
Binding Effect shall survive the Closing for the period provided  therein or, if
no period is specified, in perpetuity; and provided finally that anything to the
contrary in this  Section  10.1  notwithstanding  any claim for  indemnification
under Section 10 hereof which is asserted in a reasonably detailed writing prior
to the  expiration of the survival  periods  provided in this Section 10.1 shall
survive with respect to such claim or dispute until final resolution thereof.

10.2  Indemnification by Seller.  After the Closing but subject to Sections 10.1
and 10.5, , Sellers  hereby agree to indemnify and hold Buyer  harmless  against
and with respect to, and shall reimburse Buyer for:

         (a) Any and all  losses,  liabilities,  or  damages  arising  out of or
resulting from any untrue representation,  breach of warranty, or nonfulfillment
of any covenant by Sellers  contained in this  Agreement or in any  certificate,
document, or instrument delivered to Buyer under this Agreement;


                                       43
<PAGE>

         (b) Any and all obligations of Sellers not assumed by Buyer pursuant to
this Agreement, including any liabilities arising at any time under any Contract
not included in the Assumed Contracts;

         (c)  Any  loss,  liability,  obligation,  or  cost  arising  out  of or
resulting  from the failure of the parties to comply with the  provisions of any
bulk sales law applicable to the transfer of the Assets;

         (d) Any and all obligations,  losses,  liabilities,  or damages arising
out of or resulting from the operation or ownership of the Stations prior to the
Closing (except any losses,  liabilities or damages for which Buyer has received
a proration in its favor or a reduction in Purchase  Price under Section  6.15),
including any liabilities arising under the Licenses or the Assumed Contracts to
the extent that they relate to events occurring prior to the Closing Date;

         (e) Any and all 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  incurred in
investigating  or  attempting  to avoid  the same or to  oppose  the  imposition
thereof, or in enforcing this indemnity; and

         (f)  Any  and  all  loss,  liabilities  or  damages  arising  out of or
resulting  from the loss or revocation of any of the FCC Licenses as a result of
actions taken by the FCC (or, to the extent applicable,  by any reviewing court)
solely in connection with the specific applications relating to the Stations and
listed on Schedule 10.2.

10.3  Indemnification  by Buyer.  Notwithstanding  the  Closing,  but subject to
Section 10.5, Buyer hereby agrees to indemnify and hold Sellers harmless against
and with respect to, and shall reimburse Sellers for:

         (a) Any and all  losses,  liabilities,  or  damages  arising  out of or
resulting from any untrue representation,  breach of warranty, or nonfulfillment
of any  covenant by Buyer  contained in this  Agreement  or in any  certificate,
document, or instrument delivered to Sellers under this Agreement;

         (b) Any and all  obligations  of Sellers  assumed by Buyer  pursuant to
this Agreement;

         (c) Any and all obligations,  losses,  liabilities,  or damages arising
out of or resulting  from the  operation or ownership of the Stations  after the
Closing (including, without limitation, any obligations of Sinclair, SCI, or any
Affiliate  thereof pursuant to any agreements by which the obligations of any of
the Stations have been  guaranteed),  except any losses,  liabilities or damages
for which Sellers have received a proration in their favor; and

         (d) Any and all 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  incurred in
investigating  or  attempting  to avoid  the same or to  oppose  the  imposition
thereof, or in enforcing this indemnity.

                                       44
<PAGE>

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. 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 by the Claimant to substantiate the
claim.  If the  Claimant  and the  Indemnifying  Party  agree at or prior to the
expiration  of the  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.  If the Claimant
and the  Indemnifying  Party do not agree within the  thirty-day  period (or any
mutually  agreed upon  extension  thereof),  the Claimant  may seek  appropriate
remedy at law or equity.

         (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,
provided, however, that Indemnifier may not assume control of the defense unless
it affirms in writing  its  obligation  to  indemnify  Claimant  for any damages
incurred by Claimant with respect to such third-party claim. 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, it shall be bound
by the  results  obtained  in good faith by the  Claimant  with  respect to such
claim.

         (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 possible.

         (e) The  indemnification  rights  provided in Section  10.2 and Section
10.3 shall extend to the members, partners,  shareholders,  officers, directors,
employees,  representatives and affiliated entities 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 Certain Limitations.

         (a) Notwithstanding anything in this Agreement to the contrary, neither
party shall  indemnify or otherwise be liable to the other party with respect to
any claim for any breach of a

                                       45
<PAGE>

representation or warranty,  or for the breach of any covenant contained in this
Agreement,  unless  notice of the claim is given  within the  relevant  survival
period specified in Section 10.1.

         (b)  Notwithstanding  anything in this  Agreement to the contrary,  but
except as otherwise  provided in this subsection (b) and Schedule 10.5,  Sellers
shall not be liable to Buyer in respect of any indemnification  hereunder except
to the extent that (i) the aggregate amount of losses of Buyer,  when aggregated
with the amount of losses  with  respect to the  Multi-Stations  pursuant to the
Multi-Stations  Agreement, if any, exceeds One Million Dollars ($1,000,000) (the
"Threshold  Amount") (and then only to the extent such losses,  when  aggregated
with the amount of losses  with  respect to the  Multi-Stations  pursuant to the
Multi-Stations  Agreement,  if any,  exceed the excess of Five Hundred  Thousand
Dollars ($500,000)) over an amount (not in excess of $100,000) which Sellers are
not  required  to  expend  in  environmental  remediation  as a  result  of  the
Environmental  Threshold Amount (such excess being the "Excess Amount") and (ii)
the  aggregate  amount of losses of Buyer,  when  aggregated  with the amount of
losses  with  respect  to the  Multi-Stations  pursuant  to  the  Multi-Stations
Agreement,   if  any,  is  less  than  the  excess  of  Fifty  Million  Dollars)
($50,000,000)  over any amounts  expended by Buyer  pursuant to Section 6.15 (as
aggregated with the  Multi-Stations  as set forth  therein),  or with respect to
which Buyer  receives a proration  in its favor under  Section 6.15 (such excess
being the "Indemnity Cap");  provided,  the foregoing shall not be applicable to
any  amounts  owed in  connection  with  the  Purchase  Price  or the  proration
adjustment  thereof.  In  determining  whether  Sellers  shall be  obligated  to
indemnify  Buyer  under this  Section  10,  once the  Threshold  Amount has been
satisfied,  each representation and warranty and each covenant contained in this
Agreement for which  indemnity may be sought  hereunder shall be read solely for
purposes of  determining  whether a breach of such  representation,  warranty or
covenant has occurred without regard to materiality  (including Material Adverse
Effect) qualifications that may be contained therein.

         (c)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  in no event  shall a party be entitled  to  indemnification  for such
party's consequential or punitive damages, regardless of the theory of recovery.
Each party hereto agrees to use reasonable  efforts to mitigate any losses which
form the basis for any claim for indemnification hereunder.

                            SECTION 11: MISCELLANEOUS

11.1 Fees and Expenses.

         (a) Buyer and Sellers  shall each pay  one-half of (i) any fees charged
by the FCC in connection  with  obtaining  the FCC Consent,  and (ii) any filing
fees incurred in connection with any Hart-Scott-Rodino Filings.

         (b) Buyer and Sellers shall each pay one-half (1/2) of any filing fees,
transfer taxes,  document  stamps,  or other charges levied by any  governmental
entity (other than income Taxes,  which shall be the  responsibility of Sellers)
on account of the transfer of the Assets from Sellers to Buyer.

         (c) 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,  including all fees and expenses of
counsel,  accountants,  agents and

                                       46
<PAGE>

representatives, and each party shall be responsible for all fees or commissions
payable to any finder,  broker,  advisor,  or similar  Person  retained by or on
behalf of such party.

11.2  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:
                                       Entercom Communications Corp.
                                       401 City Avenue, Suite 409
                                       Bala Cynwyd, Pennsylvania 19004
                                       Attn:  David J. Field
                                       Telecopy:         (610) 660-5620
                                       Telephone:        (610) 660-5610

     with a copy                       Latham & Watkins
     (which shall                      1001 Pennsylvania Avenue, Suite 1300
      not constitute                   Washington, D.C. 20004-2505
                                       Attn:  Joseph Sullivan, Esquire
     notice) to:                       Telecopy:         (202) 637-2201
                                       Telephone:        (202) 637-2200

                                       To Sellers:

                                       c/o Sinclair Broadcast Group, Inc.
                                       10706 Beaver Dam Road
                                       Cockeysville, MD  21030
                                       Attn:  President
                                       Telecopy:   (410) 568-1533
                                       Telephone: (410) 568-1506

     with a copy                       Sinclair Communications, Inc.
     (which shall                      10706 Beaver Dam Road
     not constitute                    Cockeysville, MD  21030
     notice) to:                       Attn:  General Counsel
                                       Telecopy:   (410) 568-1537
                                       Telephone: (410) 568-1522

     with a copy                       Steven A. Thomas, Esquire
     (which shall                      Thomas & Libowitz, P.A.
     not constitute                    100 Light Street, Suite 1100
     notice) to:                       Baltimore, MD 21202-1053
                                       Telecopy:         (410) 752-2046
                                       Telephone:        (410) 752-2468

                                       47
<PAGE>

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.

         (a) Buyer  shall  have the right to assign  all or any  portion  of its
rights under this  Agreement to (i) any entity under common  control with Buyer,
(ii) a  Qualified  Intermediary  under  Section  1031 of the Code,  or (iii) any
lender or any agent for such lender(s) for collateral  purposes only;  provided,
that no such  assignment  shall  relieve  Buyer  of its  obligations  hereunder.
Sellers may assign,  combine,  merge,  or consolidate  among  themselves and any
Affiliate  of Sellers so long as Sellers or their  successors  and  assigns  are
bound by the terms and  conditions of this  Agreement in all respects as if such
successors  and assigns  were  original  parties  hereto,  and such  assignment,
combination,  merger, or consolidation does not have an adverse affect on Buyer.
This  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto and their respective  successors and permitted assigns. No Person,  other
than the parties hereto,  is or shall be entitled to bring any action to enforce
any  provision  of this  Agreement  against any of the parties  hereto,  and the
covenants and  agreements  set forth in this  Agreement  shall be solely for the
benefit  of,  and shall be  enforceable  only by,  the  parties  hereto or their
respective  successors  and  assigns  as  permitted  hereunder.  Other  than  as
expressly set forth in this Section 11.3(a), no party may assign or transfer all
or any portion of its rights  under this  Agreement  without  the prior  written
consent of the parties hereto.

         (b)  Sellers  acknowledge  and  agree  that at the  Closing,  Buyer may
require that Sellers  transfer  the Assets and  liabilities  of any Station to a
third party designated in writing by Buyer (a "DESIGNEE") at least ten (10) days
prior to the Closing;  provided,  however,  that (a) such  Designee  shall on or
prior to the Closing  Date assume all assumed  liabilities  with  respect to the
particular Station so transferred; (b) an FCC Order shall have been issued on or
prior to the Closing Date  authorizing  such transfer;  (c) the transfer to such
Designee would not violate any laws, (d) the transfer to such Designee would not
delay in any  respect  the date for the Closing as required by the terms of this
Agreement;  (e) such transfer to a Designee  shall not relieve Buyer from any of
its obligations hereunder;  (f) there shall be no assignment or transfer (actual
or  implied)  of this  Agreement  to the  Designee;  (g)  Sellers  shall have no
liabilities to any such Designee under this Agreement or otherwise; and (h) such
Designee shall deliver to the Sellers a written  certificate,  pursuant to which
the Designee acknowledges and agrees for the benefit of Sellers to the terms and
conditions of the designation as described  herein.  The parties shall cooperate
in all reasonable  respects in making any modifications to the closing documents
and  deliveries  that may be necessary or  appropriate  in  connection  with the
transfer of Assets and  liabilities  of any Station to any Designee  pursuant to
this Section 11.3(b).

11.4  Further  Assurances.  The  parties  shall take any actions and execute any
other  documents  that may be necessary or desirable to the  implementation  and
consummation of this Agreement.

11.5 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED,  CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND  (WITHOUT REGARD TO THE CHOICE
OF LAW PROVISIONS THEREOF).  IN ADDITION,  EACH OF THE PARTIES HERETO SUBMITS TO
LOCAL  JURISDICTION  IN

                                       48
<PAGE>

THE STATE OF MARYLAND AND AGREES THAT ANY ACTION BY ANY PARTY HEREUNDER SHALL BE
INSTITUTED IN THE STATE OF MARYLAND.

11.6 Entire Agreement.  This Agreement, the Schedules hereto, and all documents,
certificates and other documents to be delivered by the parties pursuant hereto,
collectively, represent the entire understanding and agreement between Buyer and
Sellers 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 duly executed by each
of the parties hereto and by Sinclair.

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.

11.8 Headings.  The headings of the sections and  subsections  contained in this
Agreement are inserted for convenience only and do not form a part or affect the
meaning, construction or scope thereof.

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

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]


                                       49
<PAGE>

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

Buyer:                                               Sellers:

     Entercom
----------------------------               SINCLAIR COMMUNICATIONS, INC.

By: /s/ John C. Donlevie                   By: /s/ David B. Amy
   -------------------------                  --------------------------
     Name:  John C. Donlevie                    Name:  David B. Amy
     Title: Executive Vice President            Title: Secretary

                                           SINCLAIR MEDIA III, INC.

                                           By: /s/ David B. Amy
                                              --------------------------
                                                Name:  David B. Amy
                                                Title: Secretary

                                           SINCLAIR RADIO OF KANSAS CITY
                                           LICENSEE, LLC

                                           By: /s/ David B. Amy
                                              --------------------------
                                                Name:  David B. Amy
                                                Title: Secretary


                                       50

Source: OneCLE Business Contracts.