STOCK PURCHASE AGREEMENT


                                  BY AND AMONG


                          SINCLAIR COMMUNICATIONS, INC.


                                       AND


                             THE SOLE STOCKHOLDER OF
                              GRANT TELEVISION INC.
                            AND GRANT TELEVISION INC.




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                                TABLE OF CONTENTS



                                                                                                   
1.       DEFINITIONS ............................................................   2
2.       SALE OF SHARES/EXCLUDED ASSETS .........................................   2
         2.1.     Sale of Shares ................................................   2
         2.2.     Redemption of Shares ..........................................   2
         2.3.     Retirement of Phantom Shares ..................................   2
         2.4.     Retirement of the Warrants ....................................   2
         2.5.     Excluded Assets ...............................................   3
3.       PURCHASE PRICE .........................................................   3
         3.1.     Payment .......................................................   3
         3.2.     Manner of Determining Net Financial Assets ....................   4
4.       CLOSING ................................................................   6
5.       REPRESENTATIONS AND WARRANTIES OF SELLERS ..............................   6
         5.1.     Representations as to Shares, Etc .............................   6
         5.2.     Representations and Warranties as to the Company ..............   7
                  a.     Organization and Good Standing .........................   7
                  b.     Capitalization .........................................   8
                  c.     No Conflicts ...........................................   8
                  d.     Real Property ..........................................   8
                  e.     Tangible Personal Property .............................   9
                  f.     Financial Statements ...................................  10
                  g.     FCC ....................................................  12
                  h.     Intellectual Property ..................................  13
                  i.     Employee Benefit Plans .................................  13
                  j.     Labor ..................................................  17
                  k.     Insurance ..............................................  18
                  l.     Material Contracts .....................................  18
                  m.     Compliance with Laws ...................................  19
                  n.     Litigation .............................................  19


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                  o.     No Brokers .............................................  19
                  p.     Consents ...............................................  19
                  q.     Environmental ..........................................  20
                  r.     Tax Matters ............................................  21
                  s.     Dividends ..............................................  23
                  t.     Accounts Receivable ....................................  23
6.       REPRESENTATIONS AND WARRANTIES OF PURCHASER ............................  24
         6.1.     Organization and Good Standing ................................  24
         6.2.     Execution and Effect of Agreement .............................  24
         6.3.     No Conflicts ..................................................  24
         6.4.     Consents ......................................................  25
         6.5.     Litigation ....................................................  25
         6.6.     No Brokers ....................................................  25
         6.7.     Acquisition of Stock for Investment ...........................  25
         6.8.     Financial Capability; No Financing Condition ..................  25
7.       LIMITATION AND SURVIVAL ................................................  25
         7.1.     Limitation; Survival ..........................................  25
8.       TAX MATTERS ............................................................  26
         8.1.     Section 338 Election ..........................................  26
         8.2.     Apportionment .................................................  26
         8.3.     Cooperation in Tax Matters ....................................  26
         8.4.     Certain Taxes .................................................  26
         8.5.     Preparation and Filing of Tax Returns .........................  26
9.       ADDITIONAL COVENANTS AND UNDERTAKINGS ..................................  27
         9.1.     Further Assurances and Assistance .............................  27
         9.2.     Access to Information .........................................  27
         9.3.     Conduct of Business Prior to Closing ..........................  28
         9.4.     H-S-R Act .....................................................  30
         9.5.     FCC Application ...............................................  31
         9.6.     Books and Records .............................................  31
         9.7.     Control of Station ............................................  31
         9.8.     Employee Matters ..............................................  31


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         9.9.     Interruption of Broadcast Transmission ........................  32
         9.10.    Non-Solicitation ..............................................  33
         9.11.    Grant II Spin-off .............................................  34
10.      INDEMNIFICATION ........................................................  34
         10.1.    Indemnification of Purchaser by Seller ........................  34
         10.2.    Indemnification of Seller by Purchaser ........................  35
         10.3.    Limitations and Other Provisions Regarding Indemnification
                  Obligations ...................................................  35
         10.4.    Notice of Claim /Defense of Action ............................  37
11.      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARTIES TO CLOSE ............  38
         11.1.    Conditions Precedent to the Obligation of Purchaser ...........  38
         11.2.    Conditions Precedent to the Obligation of Seller ..............  40
12.      DELIVERIES AT THE CLOSING ..............................................  41
         12.1.    Deliveries by Seller ..........................................  41
         12.2.    Deliveries by Purchaser .......................................  42
13.      EXPENSES ...............................................................  43
         13.1.    Expenses ......................................................  43
14.      TERMINATION ............................................................  43
         14.1     Termination ...................................................  43
         14.2     Procedure and Effect of Termination ...........................  44
15.      NOTICES ................................................................  46
16.      MISCELLANEOUS ..........................................................  48
         16.1.    Headings ......................................................  48
         16.2.    Schedules and Exhibits ........................................  48
         16.3.    Execution in Counterparts .....................................  49
         16.4.    Entire Agreement ..............................................  49


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         16.5.    Governing Law .................................................  49
         16.6.    Modification ..................................................  49
         16.7.    Successors and Assigns ........................................  49
         16.8.    Waiver ........................................................  49
         16.9.    Severability ..................................................  50
         16.10.   Announcements .................................................  50
         16.11.   Specific Performance ..........................................  50
         16.12    Third Party Beneficiaries .....................................  50
         16.13    Interpretation ................................................  50




ANNEX 1           --            Definitions

ANNEX 2           --            Seller' s Stock

ANNEX 3           --            Phantom Stockholders

ANNEX 4           --            Warrant Holders

ANNEX 5           --            Payment to Communications Equity Associates

ANNEX 6           --            Company Lenders


EXHIBITS

A                               -       Deposit Escrow Agreement
B                               -       Indemnification Escrow Agreement
C                               -       Time Brokerage Agreement
D                               -       Form of Opinion - Seller's Counsel
E                               -       Form of Sublease
F                               -       Stock Purchase Warrants
G                               -       Warrant Redemption Agreement and Phantom
                                        Stock Payout Agreements
H                               -       Consent and Agreement
I                               -       Form of Opinion - Purchaser's Counsel
J                               -       Redemption and Contribution Agreement


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SCHEDULES



                                       v

<PAGE>

                            STOCK PURCHASE AGREEMENT

         THIS STOCK  PURCHASE  AGREEMENT  (this  "Agreement"),  dated as of this
_____ day of  _______________,  2000,  is  entered  into by and  among  Sinclair
Communications,   Inc.,  a  Maryland  corporation  ("Purchaser"),  Milton  Grant
("Seller"),   the  sole   shareholder  of  Grant  Television  Inc.,  a  Delaware
corporation (the "Company"), and the Company.

                                   WITNESSETH:

         WHEREAS,  Seller  owns all of the  issued  and  outstanding  shares  of
capital stock (the "Stock") of the Company; and

         WHEREAS,  the  Company  is the  owner of the  assets  and  operator  of
WNYO-TV, Channel 49, in the Buffalo, New York market (the "Station"); and

         WHEREAS,  the  Company  holds  the  licenses  granted  by  the  Federal
Communications Commission (the "FCC") pursuant to which the Station is permitted
to operate (the "FCC Licenses"); and

         WHEREAS,  the  Company  intends to transfer  the FCC  Licenses to Grant
Television  II LLC  ("Grant  II")  immediately  prior to the Closing (as defined
herein) of the transactions contemplated by this Agreement; and

         WHEREAS,  following  the  foregoing  transfer  the  Company  intends to
distribute  all of the  membership  interests of Grant II held by the Company to
Seller in redemption of a portion of the issued and outstanding  shares of Stock
held by Seller; and

         WHEREAS, Seller desires to sell to Purchaser,  and Purchaser desires to
purchase from Seller,  all of the  remaining  issued and  outstanding  shares of
Stock held by Seller; and

         WHEREAS,  Grant II and New York  Television,  Inc. have entered into an
Asset Purchase Agreement (the "Grant II APA") of even date herewith, pursuant to
which New York Television, Inc. shall purchase the FCC Licenses and other assets
from Grant II (collectively, the "License Assets").



<PAGE>


         NOW,  THEREFORE,  for the purpose of consummating the above transaction
and in  consideration  of the promises and mutual  covenants  herein  contained,
Seller and Purchaser hereby agree as follows:


                                    SECTION 1

                                   DEFINITIONS

         As used in this  Agreement,  capitalized  terms shall have the meanings
specified in the text hereof or on Annex 1 hereto (which is incorporated  herein
by  reference),  which  meanings  shall be  applicable  to both the singular and
plural forms of the terms defined.


                                    SECTION 2

                         SALE OF SHARES/EXCLUDED ASSETS

         2.1.  SALE OF  SHARES.  At the  Closing,  Seller  shall  sell,  assign,
transfer and deliver to  Purchaser,  and Purchaser  shall  purchase from Seller,
that  number  and  class of  shares  of Stock as is set  forth as  shares  to be
purchased opposite the name of Seller in Annex 2 hereto.

         2.2. REDEMPTION OF SHARES. At the Closing, the Company shall distribute
all of its  membership  interests  of Grant II to Seller in  redemption  of that
number  and class of  shares  of Stock as is set forth as shares to be  redeemed
opposite the name of Seller in Annex 2 hereto.

         2.3.  RETIREMENT  OF PHANTOM  SHARES.  As provided  in Section  3.1(3),
Purchaser shall pay to the individuals and entities listed on Annex 3 as part of
the Purchase  Price the amount set forth next to each  individual's  or entity's
name on Annex 3 hereto and the rights of the holders of the Phantom Shares shall
be terminated.

         2.4. RETIREMENT OF THE WARRANTS. At the Closing, Purchaser shall pay to
the individuals and/or entities listed on Annex 4 the amounts set forth on Annex
4, the Company shall distribute to those  individuals  and/or entities  warrants
issued by Grant II, and the Warrants shall be cancelled.

         2.5. EXCLUDED ASSETS.  Notwithstanding anything to the contrary in this
Agreement,  the following assets  (collectively,  the "Excluded  Assets") of the
Company shall



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be transferred to Grant II at or prior to the Closing hereunder:

                  (a)      the FCC Licenses, and

                  (b)      the License Assets as defined in the Grant II APA.


                                    SECTION 3

                                 PURCHASE PRICE

         3.1. PAYMENT.  In consideration for the sale of the Stock and the other
transactions described herein, Purchaser shall pay the aggregate amount of Forty
Eight Million Dollars $48,000,000.00 (the "Purchase Price"), payable as follows:

                           (1)  Three  Million  Six  Hundred   Thousand  Dollars
($3,600,000.00)   simultaneously   with  the  execution  and  delivery  of  this
Agreement,  to be held in escrow by First Union  National  Bank as Escrow  Agent
pursuant to the Escrow  Agreement in the form of Exhibit A hereto (the  "Deposit
Escrow Agreement").  At the Closing, Purchaser and Seller shall cause such Three
Million  Six  Hundred  Thousand  Dollars  ($3,600,000.00)  to be released to the
Seller and shall cause any interest or other  additional  amounts in such escrow
to be released to Purchaser;

                           (2)  One  Million  Dollars   ($1,000,000.00)  at  the
Closing,  to be held in Escrow  (the  "Indemnification  Escrow")  by First Union
National Bank as Escrow Agent pursuant to the  Indemnification  Escrow Agreement
in the form of Exhibit B hereto (the "Indemnification Escrow Agreement"); and

                           (3) On the first Business Day  immediately  following
the Closing  Date to the holders of the Phantom  Stock  rights as  indicated  on
Annex 3 in the amounts set forth on Annex 3; and

                           (4)  At  the  Closing,   to   Communications   Equity
Associates as broker for Seller in the amount set forth on Annex 5;


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                           (5) At the Closing to the Company's Lenders listed on
Annex 6 in the amounts to be provided to the Company by the Company's Lenders at
the Closing;

                           (6) At the Closing,  to the Warrant Holders listed on
Annex 4 in the amount set forth on Annex 4;

                           (7) At the Closing,  the Purchase  Order Amount shall
be paid to Acrodyne Communications, Inc. ("Acrodyne");

                           (8) the balance of the Purchase  Price at the Closing
to Seller as decreased by (i) the Working  Capital  Shortfall,  if any, and (ii)
the amount of any advertising time remaining to be run under the Station's trade
agreements  as of the Closing Date exceeds by more than Fifty  Thousand  Dollars
($50,000.00)  the fair market value of such trade  agreements  to be received by
the Station.

                  3.1.1. The payments required by Sections 3.1(1) through 3.1(8)
shall be made by wire transfer of federal or other immediately  available United
States  funds to the  accounts  specified  by the  Seller  no less  than two (2)
Business Days prior to the Closing.

         3.2.  MANNER OF DETERMINING  NET FINANCIAL  ASSETS.  The Purchase Price
shall be adjusted as provided by this Section 3.2 with the following procedures:

                           (i) If on the Closing Date the Net  Financial  Assets
of the Company are less than Seven Hundred Fifty Thousand Dollars  ($750,000.00)
(the "Working Capital Shortfall"),  the Purchase Price shall be decreased by the
amount of the Working Capital Shortfall.

                           (ii) Seller  shall  prepare and deliver to  Purchaser
not later  than  five (5) days  before  the  Closing  a  preliminary  settlement
statement for  Purchaser's  approval  (which  approval shall not be unreasonably
withheld)  which  shall  set  forth  Seller's  good  faith  estimate  of the Net
Financial  Assets.  The preliminary  settlement  statement shall (A) contain all
information  reasonably  necessary to determine the Net Financial  Assets to the
extent such can be  determined  or estimated  as of the date of the  preliminary
settlement statement,  and such other information as may be reasonably requested
by Purchaser, and (B) be certified by Seller to be true and complete to Seller's
knowledge as of the date thereof.


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<PAGE>

                           (iii)  Not later  than  ninety  (90)  days  after the
Closing  Date,  Purchaser  will  deliver  to Seller a  statement  setting  forth
Purchaser's  determination of the Net Financial Asset  calculation.  Purchaser's
statement (A) shall contain all  information  reasonably  necessary to determine
the Net  Financial  Assets  and  such  other  information  as may be  reasonably
requested  by Seller,  and (B) shall be  certified  by  Purchaser to be true and
complete to Purchaser's Knowledge as of the date thereof. If Seller disputes the
amount of such Net Financial Asset calculation determined by Purchaser, he shall
deliver  to  Purchaser  within  thirty  (30) days after  receipt of  Purchaser's
statement, a statement setting forth his determination of the amount of such Net
Financial Asset  calculation.  If Seller notifies Purchaser of its acceptance of
Purchaser's  statement,  or if Seller fails to deliver his statement  within the
thirty  (30)  day  period  specified  in  the  preceding  sentence,  Purchaser's
determination  of the Net Financial Asset  calculations  shall be conclusive and
binding on the parties as of the last day of the thirty (30) day period.

                           (iv)  Purchaser  and  Seller  shall  use  good  faith
efforts to resolve any dispute  involving the determination of the Net Financial
Asset calculation. If the parties are unable to resolve the dispute within forty
five (45) days  following  the delivery of all of  Purchaser's  statements to be
provided  pursuant to Section  3.2(iii) after the Closing,  Purchaser and Seller
shall jointly  designate an  independent  certified  public  accounting  firm of
national  standing which has not regularly  provided  services to the Purchaser,
Seller,  or  the  Company  in the  last  three  (3)  years,  and  who  shall  be
knowledgeable  and  experienced  in the  operation  of  television  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 Buffalo,  New York, 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.

                           (v) Once a final  resolution  as to the Net Financial
Assets calculation has been made, Seller shall cause to be paid to Purchaser any
amount determined by such final resolution to be due and owing to Purchaser.  In
the event  Seller does not make the  payment  required  by this  Section  3.2(v)
within  five  (5)  Business  days  from the  date of such  final  determination,
Purchaser   shall  have  the  right  to  payment   of  such   amount   from  the
Indemnification  Escrow,  and Seller  shall  execute  such  documentation  as is
necessary to instruct the Escrow Agent to release such payment to the



                                       5
<PAGE>

Purchaser from the Indemnification Escrow; provided,  however, that Seller shall
replenish the  Indemnification  Escrow in the amount so paid to Purchaser within
five (5) days after any distribution to Purchaser under this Section 3.2(v).


                                    SECTION 4

                                     CLOSING

         4.1. The closing of the transaction contemplated by this Agreement (the
"Closing"),  subject to  fulfillment  or waiver of the  conditions  set forth in
Section 11 hereof,  shall be held at the  offices  of Thomas &  Libowitz,  P.A.,
Suite 1100, 100 Light Street,  Baltimore,  Maryland  21202,  at 10:00 A.M. local
time (but  shall be  deemed to have  occurred  at the close of  business  on the
immediately  preceding  day),  on the later to occur of (a) five  Business  Days
after all applicable  waiting  periods under the H-S-R Act shall have expired or
terminated,  (b) five Business Days after the FCC Application has been approved,
or (c) the parties  mutually agree upon a different date or location (the actual
date of Closing being the "Closing Date"); provided, however, that, in the event
Closing pursuant to (a) or (b) above would be scheduled for a Business Day after
the fifteenth (15th) day of any month, then Purchaser, at its sole election, may
postpone  the  Closing  to the  first  (1st)  Business  Day  of the  immediately
succeeding month.


                                    SECTION 5

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         5.1. REPRESENTATIONS AS TO SHARES, ETC.

                  a. Seller hereby  represents  and warrants to Purchaser  that:
(i) Seller holds of record and owns  beneficially all of the shares of the Stock
set  forth on Annex 2 hereto  free and  clear of any  lien,  security  interest,
pledge or encumbrance other than those set forth on Schedule 5.1 hereof,  all of
which will be released at or before the Closing; (ii) upon transfer of the Stock
set forth on Annex 2 hereto to  Purchaser at the  Closing,  Purchaser  will have
legal and equitable  title to such Stock,  free and clear of any lien,  security
interest,  pledge or  encumbrance  (other  than any  created  by or on behalf of
Purchaser);  (iii)  Seller  has full  power  and  authority  to enter  into this
Agreement,  and the  consummation of the transactions  contemplated  hereby have
been duly  authorized by all necessary  action on the part of Seller;



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<PAGE>

(iv)  this  Agreement  has been  duly  executed  and  delivered  by  Seller  and
constitutes a legal, valid and binding obligation of Seller, enforceable against
Seller  in  accordance  with  its  terms,  subject  to  applicable   bankruptcy,
insolvency,  reorganization,  moratorium, and other laws affecting the rights of
creditors  generally  and to the exercise of judicial  discretion  in accordance
with general principles of equity,  whether applied by a court of law or equity;
(v)  Seller's  shares of Stock are not  subject  to any  option(s),  warrant(s),
voting trusts, outstanding proxies,  registration rights agreement(s),  or other
agreements regarding voting rights (other than those reflected in Schedule 5.1);
and (vi) subject to the approvals  contemplated by this  Agreement,  neither the
execution and delivery of this Agreement by Seller nor the  consummation  of the
transactions  contemplated  hereby by Seller will (a) violate any  provision  of
applicable  law, rule or regulation,  which violation would prevent or interfere
with Seller's ability to perform its obligations hereunder, or (b) conflict with
or  result  in a breach  of,  or give  rise to a right  of  termination  of,  or
accelerate the performance required by the terms of any judgment, court order or
consent  decree,  or any agreement,  indenture,  mortgage or instrument to which
Seller is a party or to which its property is subject,  or  constitute a default
thereunder,  where such conflict, breach, right of termination,  acceleration or
default would prevent or materially  interfere with Seller's  ability to perform
hereunder.

                  b. Other than for  Communications  Equity Associates whose fee
is the sole obligation of Seller and shall be paid by Seller at Closing, neither
Seller nor anyone  acting on behalf of Seller has  employed any broker or finder
or incurred any liability for any brokerage fees, commissions or finders fees in
connection with the sale of the Stock and the transactions  contemplated by this
Agreement.

         5.2. REPRESENTATIONS AND WARRANTIES AS TO THE COMPANY.

         Seller and the Company,  jointly and  severally,  hereby  represent and
warrant to Purchaser as to the Company as follows:

                           a.  ORGANIZATION AND GOOD STANDING.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and has full corporate  power and authority to carry on its business
as it is now being conducted and to own and use the assets owned and used by it.
The Company is qualified as a foreign  corporation  in the State of New York and
the  State  of  Florida.  The  Company  does  not own  any  direct  or  indirect
subsidiaries.

                           b.  CAPITALIZATION.  The authorized  capital stock of
the Company  consists of two classes of common  stock,  the first  consisting of
Five Thousand (5,000) shares



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<PAGE>

of Class A Common Stock, par value of $.01 per share, and the second  consisting
of Five Thousand  (5,000) shares of Class B Common Stock,  par value of $.01 per
share.  The issued and  outstanding  shares thereof are as described on Annex 2.
All the  outstanding  shares of the Stock have been validly issued and are fully
paid and  nonassessable  and are held of  record  by the  Seller as set forth on
Annex 2 hereto.  Except as described on Annex 2, (i) no shares of capital  stock
of the  Company  are  held in  treasury,  (ii)  there  are no  other  issued  or
outstanding  equity  securities of the Company,  (iii) there are no  outstanding
stock appreciation rights, phantom stock rights, profit participation rights, or
other similar  rights with respect to shares;  (iv) there are no other issued or
outstanding  securities of the Company  convertible or  exchangeable at any time
into equity securities of the Company; and (v) the Company is not subject to any
commitment or  obligation  that would require the issuance or sale of additional
shares of capital stock of the Company at any time under options, subscriptions,
warrants,  rights  or any  other  obligations.  The  Company  does  not have any
subsidiaries  and  does  not  have  any  equity  interest  in  any  corporation,
partnership, limited liability company, joint venture or other entity.

                           c. NO  CONFLICTS.  Except as  described  on  Schedule
5.2c,  neither the execution and delivery of this Agreement nor the consummation
of the  transactions  contemplated  hereby will (i) violate any provision of the
articles of incorporation or by-laws of the Company,  (ii) violate any provision
of applicable  law, rule and  regulation,  or (iii) conflict with or result in a
breach  of,  or give  rise to a right  of  termination  of,  or  accelerate  the
performance  required  by the  terms of any  judgment,  court  order or  consent
decree, or any material  agreement,  indenture,  mortgage or instrument to which
the  Company is a party or to which its  property is subject,  or  constitute  a
default thereunder.

                           d. REAL  PROPERTY.  Schedule 5.2d contains a complete
description of all Leased Real Property  (including  street address,  owner, and
the Company's use thereof).  The Company owns no Owned Real  Property.  The Real
Property  Interests  listed on Schedule  5.2d  comprise  all  interests  in real
property currently used by the Company and necessary to conduct the Business and
operations  of the Station as now  conducted.  Except as  described  on Schedule
5.2d,  the Company has good title to all Real Property  Interests free and clear
of  all  liens,  mortgages,   pledges,   covenants,   easements,   restrictions,
encroachments,  leases,  charges,  and  other  claims  and  encumbrances,  which
restricts  the Company's  interest in, or use of, the Real  Property  Interests,
except for Permitted  Encumbrances.  Each leasehold or subleasehold  interest is
included as a Material Contract on Schedule 5.2l and is legal,  valid,  binding,
enforceable,  and in full  force and  effect.  The  Company  is not 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, violation, or breach thereunder.



                                       8
<PAGE>

To the  Company's  Knowledge,  the  Company  has not  received  any  notice of a
default, offset, or counterclaim under any lease or sublease with respect to any
of the Real Property  Interests.  The Company  enjoys  peaceful and  undisturbed
possession of the Real Property  Interests;  and so long as the Company fulfills
its obligations under the lease therefor,  the Company has enforceable rights to
nondisturbance  and quiet enjoyment  against its lessor or sublessor and, except
as set forth in Schedule  5.2d,  no third party holds any interest in the leased
premises  with the right to foreclose  upon Seller's  leasehold or  subleasehold
interest. To the Company's Knowledge, the Company has legal and practical access
to all of the Real Property Interests. Except as otherwise disclosed in Schedule
5.2d  all  towers,  guy  anchors,   ground  radials,  and  buildings  and  other
improvements included in the Real Property Interests are located entirely on the
Real Property  Interests  listed in Schedule 5.2d.  All Real Property  Interests
(including  the  improvements  thereon)  (a) are in good  condition  and  repair
consistent  with its current use, (b) are  available  for  immediate  use in the
conduct of the Business  and  operations  of the Station,  and (c) comply 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 the  Company,  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  Company's  Knowledge,  threatened  with respect to any of the Real Property
Interests.

                           e. TANGIBLE PERSONAL  PROPERTY.  Except for the items
described in Schedule 5.2e, all of which will be released at or before  Closing,
the Company owns and has good title to each item of tangible personal  property,
and none of the tangible  personal  property  owned by the Company 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  obso-lescence,  each  material item of
tangible  personal  property is in good operating  condition and repair,  and is
available for immediate use in the Business and operation of the Station. Except
for the License Assets which are  contemplated  to be transferred to Grant II in
connection with the Grant II Spin-Off,  the tangible personal property comprises
all the tangible personal  property  currently used by the Company and necessary
to conduct the Business and operations of the Station as now conducted.

                           f.  FINANCIAL  STATEMENTS.  The Financial  Statements
have been delivered to Purchaser. The Financial Statements have been prepared in
accordance  with GAAP,  consistently  applied with prior periods.  The Financial
Statements  accurately  reflect the books and records of the Company and present
fairly the financial position and the results of operations of the Company as at
and for the periods  indicated  therein.  Except as set forth


                                       9
<PAGE>

on Schedule  5.2.f  hereto,  since  December  31,  1999,  there has not been any
Material Adverse Effect in the Business,  financial  condition,  operations,  or
results of  operations  of the Company  taken as a whole.  Without  limiting the
generality of the foregoing,  except as set forth on Schedule  5.2f,  since that
date:

                                    (i)  the  Company  has  not  sold,   leased,
transferred,  or assigned any material assets,  tangible or intangible,  outside
the ordinary course of business;

                                    (ii) the Company  has not  entered  into any
material agreement,  contract,  lease, or license outside the ordinary course of
business;

                                    (iii)  the  Company  has  not   accelerated,
terminated,  made material modifications to, or canceled any material agreement,
contract,  lease,  or  license  to which the  Company is a party or by which the
Company is bound  outside the ordinary  course of business and  consistent  with
past practice;

                                    (iv)  the   Company   has  not  imposed  any
security interest upon any of its assets, tangible or intangible;

                                    (v) the  Company  has not made any  material
capital expenditures outside the ordinary course of business;

                                    (vi) the Company  has not made any  material
capital  investment  in, or any material  loan to, any other Person  outside the
ordinary course of business;

                                    (vii) the Company has not created, incurred,
assumed,  or guaranteed more than Ten Thousand  Dollars  $10,000.00 in aggregate
indebtedness for borrowed money and capitalized lease obligations;

                                    (viii)  the  Company  has  not  granted  any
license  or  sublicense  of any  material  rights  under or with  respect to any
Intellectual Property;

                                    (ix)  there  has  been  no  change  made  or
authorized in the articles or bylaws of the Company;

                                    (x) the  Company has not  issued,  sold,  or
otherwise



                                       10
<PAGE>

disposed of any of its capital stock, or granted any options, warrants, or other
rights to purchase or obtain (including upon conversion,  exchange, or exercise)
any of its capital stock;

                                    (xi)  the  Company  has  not  declared,  set
aside, or paid any dividend or made any distribution with respect to its capital
stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired
any of its capital stock;

                                    (xii) the  Company has not  experienced  any
material damage,  destruction,  or loss (whether or not covered by insurance) to
its property;

                                    (xiii) the Company has not made any loan to,
or entered into any other transaction with, any of its directors,  officers, and
employees outside the ordinary course of business;

                                    (xiv) the Company  has not entered  into any
employment  contract or  collective  bargaining  agreement,  written or oral, or
modified the terms of any existing such contract or agreement;

                                    (xv)  the   Company   has  not  granted  any
increase  in the  base  compensation  of any of  its  directors,  officers,  and
employees outside the ordinary course of business;

                                    (xvi) the Company has not adopted,  amended,
modified,  or terminated any bonus,  profit-sharing,  incentive,  severance,  or
other plan,  contract,  or commitment  for the benefit of any of its  directors,
officers,  and  employees  (or taken any such action  with  respect to any other
Employee Benefit Plan);

                                    (xvii)  the  Company  has not made any other
material  change in employment  terms for any of its  directors,  officers,  and
employees outside the ordinary course of business;

                                    (xviii)  the Company has not made or changed
any material Tax election or taken any other action with respect to Taxes not in
the ordinary course of business and consistent with past practices; and

                                    (xix) the  Company has not  committed  to do
any of the foregoing.



                                       11
<PAGE>

                           g. FCC.  The Company and the Station are  operated in
material  compliance with the terms of the FCC Licenses,  the Communications Act
of 1934, as amended,  and applicable rules,  regulations and policies of the FCC
("FCC Rules and  Regulations").  All FCC  Licenses,  a true and complete list of
which is set forth on Schedule  5.2g,  and true and  complete  copies of each of
which have been  delivered to Purchaser  have been validly  issued and are valid
and in full force and effect.  The FCC Licenses listed on Schedule 5.2g comprise
all of the material licenses,  permits, and other  authorizations  required from
any governmental or regulatory  authority for the lawful conduct of the business
and  operations of the Station in the manner and to the full extent as it is now
conducted.  Except as set forth on  Schedule  5.2g,  no  application,  action or
proceeding  is  pending  for  the  renewal  or  modification  of any of the  FCC
Licenses,  and there is not now before the FCC any  investigation  or  complaint
against the Company or relating to the Station,  the  unfavorable  resolution of
which would impair the qualifications of the Company or Grant II to hold any FCC
Licenses.  Except as set forth on Schedule 5.2g, there is no proceeding  pending
before the FCC, and the Company has received no notice of violation from the FCC
with respect to the Station.  Except as set forth on Schedule  5.2g, the Company
has received no order or notice of violation issued by any  governmental  entity
which  permits  revocation,  adverse  modification  or  termination  of any  FCC
License.  To the  Company's  Knowledge,  there  exist no facts or  circumstances
relating to the Company,  Seller or any  Affiliate of the Company or Seller that
would  prohibit or delay FCC  approval of the FCC  Application  and the Grant II
Spin-Off.  Except as set forth on  Schedule  5.2g,  none of the FCC  Licenses or
other  licenses is subject to any  restriction  or condition  which requires any
material change in the operation of the Station as currently  operated.  The FCC
Licenses  listed  in  Schedule  5.2g are  currently  in  effect  and,  except as
disclosed on the Schedules, are not subject to any liens, or other encumbrances.
The Company has filed an  application  for a  construction  permit for a digital
television  facility,  as set forth in Schedule  5.2g,  and will  prosecute that
application  diligently and in compliance with all applicable FCC deadlines.  No
license  renewal  applications  are  pending  with  respect  to any  of the  FCC
Licenses,  but the  Company  must file an  application  for  renewal  of the FCC
Licenses on or before  February 1, 2007. As of the date hereof,  the Company has
received  no notice or other  information  to the effect  that the FCC would not
renew the FCC  Licenses in the  ordinary  course for a full license term without
any adverse conditions,  upon the timely filing of appropriate  applications and
payment of the  required  filing  fee.  As of the date  hereof,  the Company has
received  no notice or other  information  to the effect  that the FCC would not
grant the FCC Application in the ordinary course without any adverse conditions.
All documents required by 47 C.F.R.  Section 73.3526 to be kept in the Station's
public  inspection  files are in such file,  and such file will be maintained in
proper  order and  complete up to and through the Closing  Date,  except for any
such  immaterial


                                       12
<PAGE>

documents.  The Company has filed all material reports and filings with the FCC,
has registered its antennas, and has paid all regulatory fees.

                           h. INTELLECTUAL  PROPERTY. Set forth on Schedule 5.2h
is a complete  list of all  Intellectual  Property  owned by or  licensed to the
Company on the date hereof and,  except as otherwise  set forth on Schedule 5.2h
hereto,  the  Company  owns  such  Intellectual  Property  free and clear of any
royalty,  lien,  encumbrance or charge and does not interfere with the rights of
others.  Except as set forth on Schedule  5.2h, the Company has not received any
written notice or written claim that any such Intellectual Property is not valid
or  enforceable,  or of any  infringement  upon or  conflict  with  any  patent,
trademark,  service  mark,  copyright  or trade  name of any third  party by the
Company.  Except as set forth on  Schedule  5.2h,  the Company has not given any
notice  of  infringement  to  any  third  party  with  respect  to  any  of  the
Intellectual Property, and no such infringement exists.

                           i.  EMPLOYEE   BENEFIT   PLANS.   With  respect,   as
applicable, to Benefit Plans and Benefit Arrangements:

                                    (i) The Company has delivered true, correct,
and complete copies of the following documents with respect to each Company Plan
and Company Benefit Arrangement, to the extent applicable, to the Purchaser: (A)
all  plan  or  arrangement  documents,  including  but  not  limited  to,  trust
agreements,  insurance  policies,  service  agreements  and formal and  informal
amendments  to each;  (B) the most recent Forms 5500 or 5500C/R and any attached
financial  statements  and those for the prior  three (3) years and any  related
actuarial reports;  (C) the last Internal Revenue Service ("IRS")  determination
or opinion letter, the last IRS determination or opinion letter that covered the
qualification of the entire plan (if different),  and the materials submitted to
obtain  those  letters;  (D) summary  plan  descriptions,  summaries of material
modifications,  any  prospectuses  that  describe  the Company  Plans or Company
Benefit  Arrangements,  and Statement of Financial Accounting Standards Nos. 87,
106,  and  112  reports;  (E)  the  most  recent  written  descriptions  of  all
non-written agreements relating to any such plan or arrangement; (F) all reports
received  within the three (3) years  preceding  the date of this  Agreement  by
third-party  administrators,  actuaries,  investment managers,  consultants,  or
other  independent   contractors  (other  than  individual  account  records  or
participant  statements)  or prepared by employees of the Company,  or its ERISA
Affiliates;  (G)  all  notices  the  IRS,  Department  of  Labor,  or any  other
governmental  agency or entity  issued to the Company  within the four (4) years
preceding  the  date  of this  Agreement;  (H)  employee  manuals  or  handbooks
containing personnel or employee relations policies; and (I) any other documents
the Purchaser has requested.



                                       13
<PAGE>

                                    (ii) Schedule 5.2i completely and accurately
lists all  Company  Plans and  Company  Benefit  Arrangements  and  specifically
identifies any that are Qualified  Plans.  The Qualified  Plans are qualified in
form and  operation  under Code Section  401(a) and have a currently  applicable
determination  letter  from the  Internal  Revenue  Service,  and the trusts are
exempt under Code  Section  501,  and nothing has  occurred  with respect to the
Qualified Plan or such trusts that, to the Company's Knowledge,  could cause the
loss of such  qualification  or  exemption  or the  imposition  of any  material
liability,  lien,  penalty,  or tax  under  ERISA or the  Code,  other  than the
obligation to make contributions in accordance with the Qualified Plans.

                                    (iii)  Each  Company  Plan and each  Company
Benefit  Arrangement  has been  maintained  in accordance  with its  constituent
documents  and with all  applicable  provisions  of the  Code,  ERISA  and other
domestic and foreign laws, including federal, state, and foreign securities laws
and all laws respecting  reporting and disclosure,  in each case in all material
respects. No Company Plan holds employer securities.

                                    (iv) Except as disclosed  on Schedule  5.2i,
the  Company  has  no  ERISA  Affiliates.   The  Company  has  never  sponsored,
maintained, or had any liability (direct or indirect, actual or contingent) with
respect to any Benefit  Plan  subject to Title IV of ERISA,  and the Company has
never  made  or  been  obligated  to make or  reimbursed  or been  obligated  to
reimburse  another employer for,  contributions to any  multi-employer  plan (as
defined in ERISA,  Section 3(37)). The Company has no liability (whether actual,
contingent or otherwise) with respect to any Benefit Plan or Benefit Arrangement
that is not a Company Benefit Plan or Arrangement.

                                    (iv) With respect to each Pension Plan,  (I)
neither the Company nor any ERISA  Affiliate  has  terminated  or  withdrawn  or
sought a funding waiver, and no facts exist that could reasonably be expected to
cause such actions;  (II) no accumulated  funding deficiency (under Code Section
412 and without  regard to waivers)  exists or has existed;  (III) no reportable
event (as defined in ERISA Section 4043) has occurred;  (IV) all costs have been
provided  for on the  basis of  consistent  methods  in  accordance  with  sound
actuarial  assumptions and practices;  (V) the assets,  as of its last valuation
date,   exceeded  its  "Benefit   Liabilities"  (as  defined  in  ERISA  Section
4001(a)(16));  and (VI)  since  the last  valuation  date,  there  have  been no
amendments  or changes to increase  the amounts of  benefits  and, to  Company's
Knowledge,  nothing  has  occurred  that would  reduce the excess of assets over
benefit liabilities in such plans;



                                       14
<PAGE>

                                    (v)  No  claims  or  lawsuits   (other  than
routine  benefit  claims) have been  asserted,  instituted,  or  threatened  by,
against, or relating to any Company Plan or Company Benefit Arrangement,  and to
the  Company's  Knowledge,  there is no fact that  could  form the basis for any
material  liability  of  either in the event of any such  claim or  lawsuit.  No
Company Plans or Company  Benefit  Arrangements  are or have been under audit or
examination (nor has notice been received of a potential audit or examination by
any domestic or foreign  governmental  agency or entity  (including the Internal
Revenue  Service and Department of Labor);  and no matters are pending under the
Internal Revenue  Service's  Employee Plans Compliance  Resolution System in any
successor or predecessor program.

                                    (vi)  No  Company  Plan or  Company  Benefit
Arrangement contains any provision or is subject to any law that would give rise
to any  vesting  of  benefits,  severance,  termination,  or other  payments  or
liabilities as a result of the transactions  this Agreement  contemplates,  and,
except as disclosed  herein or in Schedule 5.2i, the Company has not declared or
paid any bonus or other  incentive  compensation  or  established  any severance
plan, program, or arrangement in contemplation of the transactions  contemplated
by this Agreement.

                                    (vii)  With  respect to each  Company  Plan,
there have been no violations of Code Section 4975 or ERISA  Sections 404 or 406
as to which  successful  claims would result in any material  liability  for the
Company or any Person required to be indemnified by it.

                                    (viii)  The  Company  has made all  required
contributions  to the  Company  Plan as of the July 31,  2000  [last day of each
plan's most recent fiscal year], all benefits accrued under any unfunded Company
Plan or Company Benefit  Arrangement will have been paid,  accrued, or otherwise
adequately reserved in accordance with generally accepted accounting  principles
as of June 30,  2000;  and all monies  withheld  from  employee  paychecks  with
respect to Company Plans have been  transferred to the  appropriate  plan within
the timing required by governmental regulations.

                                    (ix)  The  Company   has   complied  in  all
material respects with the health continuation rules of Code Sections 4980B (and
its  predecessor)  ("COBRA")  and with Code Section 5000,  the Health  Insurance
Portability and Accountability Act, and any other comparable domestic or foreign
laws.  The Company has no  liability  under or with respect to COBRA for its own
actions or omissions or those of any predecessor. No



                                       15
<PAGE>

employee or former employee of the Company nor dependent of any such employee or
former  employee (or  beneficiary of either) is, by reason of such employee's or
former  employee's  employment,  entitled  to receive  any  benefits  subject to
reporting under Statement of Financial  Accounting Standards No. 106, other than
as required by Code Section 4980B or other applicable law.

                                    (x) Except as  disclosed  in Schedule  5.2i,
there are no contracts,  agreements, plans or arrangements covering any employee
or former employee of the Company that, individually or collectively, could give
rise to the payment of any amount (or portion thereof) that, under Code Sections
280G, 404 or 162(m) would not be deductible when paid.

                                    (xi) The Company  does not provide  benefits
through a voluntary employee beneficiary  association as defined in Code Section
501(c)(9).

                                    (xii) Schedule 5.2i contains the most recent
quarterly  listing of  workers'  compensation  claims and a schedule of workers'
compensation claims of the Company for the last three (3) fiscal years.

                                    (xiii)  Schedule 5.2i sets forth an accurate
list,  as of the date  hereof,  of all  employees of the Company who earned more
than  $50,000.00  in 1999 or who may earn  more  than  $50,000.00  in 2000,  all
officers and all directors,  and all employment  agreements with such employees,
officers,  and directors and the rate of compensation  (and the portions thereof
attributable to salary, bonus, and other compensation respectively) of each such
person as of (i) the Balance Sheet Date and (ii) the date of this Agreement. The
schedule  also shows totals  accrued for  vacation,  sick leave,  and  incentive
bonuses for all employees.


                                       16
<PAGE>

                           j. LABOR. With respect to employees of the Company:

                                    (i)  The   Company   is  and  has   been  in
compliance  in  all  material  respects  with  all  applicable  laws  respecting
employment  and  employment  practices,  terms and  conditions of employment and
wages  and  hours,   including  without  limitation  any  such  laws  respecting
employment discrimination,  workers' compensation, family and medical leave, the
Immigration  Reform  and  Control  Act,  and  occupational   safety  and  health
requirements,  and no claims or investigations  are pending or, to the Company's
knowledge,  threatened with respect to such laws, either by private  individuals
or by governmental agencies, and all employees are at-will.

                                    (ii) The  employees  of the  Company are not
and have never been represented by any labor union in connection with employment
by the Company,  and no collective  bargaining  agreement is or has been binding
and in force against,  or currently being  negotiated by, the Company.  No labor
representation  organization effort currently exists nor has there been any such
activity within the past three (3) years. No grievance or arbitration proceeding
arising  out  of  or  under  collective   bargaining  agreements  or  employment
relationships  is  pending,  and no  claims  therefore  exist  or  have,  to the
Company's knowledge,  been threatened;  no labor strike, lock-out,  slowdown, or
work  stoppage  is or has ever been  pending or  threatened  against or directly
affecting the Company.

                                    (iii) The  Company is not and has never been
engaged in any unfair labor  practice,  and here is not now, nor within the past
three (3) years has there been, any unfair labor practice  complaint against the
Company pending or, to the Company's  knowledge,  threatened before the National
Labor Relations Board or any other comparable  foreign or domestic  authority or
any workers' council.

                                    (iv) All Persons  classified  by the Company
as independent contractors do satisfy and have satisfied the requirements of law
to be so  classified,  and the Company  has fully and  accurately  reported  the
Company's payments to them on IRS Forms 1099 when required to do so.

                                    (v)  The   Company   is  and  has   been  in
compliance  with all applicable  domestic and foreign laws  concerning  employer
contributions to any trade union, housing,  unemployment,  retirement, bonus and
welfare  funds and all other  funds to which an  employer  is required by law to
contribute.



                                       17
<PAGE>

                                    (vi)   Except  as   disclosed   on  Schedule
5.2j(vi),  since  December  31, 1999,  no employee of the  Company,  or group of
employees, the loss of whom would have a Material Adverse Effect on the business
of the Company, has notified the Company of his or their intent to (A) terminate
his or their relationship with the Company,  or (B) make any demand for material
payments or modifications of his or their arrangements with the Company.

                                    (vii)  The  Company  has  entered  into  all
employment  contracts,  individual labor contracts,  collective labor contracts,
and similar agreements to the extent required by applicable domestic and foreign
laws,  and the Company has delivered to Purchaser  prior to the date hereof true
and complete copies of all employment  contracts,  individual  labor  contracts,
collective labor contracts, and similar agreements,  whether written or oral, to
which the Company is a party.

                           k. INSURANCE. Schedule 5.2k hereto contains a list of
all insurance  policies  concerning  the Business,  other than  employee-benefit
related  insurance  policies.  All such  policies  are in full force and effect,
there are no existing  breaches or defaults by the Company  with respect to such
policies,  and no notice of cancellation or termination has been received by the
Company.  During the past three (3) years, no insurance policy of the Company or
the Station has been cancelled by the insurer, and no application of the Company
for insurance has been rejected by any insurer.

                           l. MATERIAL CONTRACTS.  Schedule 5.2l hereto contains
a list of all the  Material  Contracts  and true  and  complete  copies  of such
agreements  have been  furnished  to  Purchaser  or have been made  available to
Purchaser,  together with a  description  of any oral  Material  Contracts.  The
Company  has used its  reasonable  efforts to  include  its other  Contracts  on
Schedule  5.21,  but Seller and the Company make no  representation  or warranty
that all such Contracts are included therein.  All Material  Contracts listed on
Schedule  5.2l are legal,  valid and binding  obligations  of each party thereto
enforceable in accordance  with their terms and in full force and effect.  There
exists no default by the Company or event  which,  with notice or lapse of time,
or both,  would  constitute a default by the Company (or, to its  Knowledge) any
other party to any such  Material  Contract or which would  permit  termination,
modification or acceleration.  Except as disclosed in Schedule 5.21, the Company
has not received  notice (and has no  Knowledge)  that any party to any Material
Contract intends to cancel or terminate any such agreement or to exercise or not
to exercise any option to renew  thereunder.  Other than the Material  Contracts
listed on  Schedule  5.2l,  the  Company  does not  require  any other  Material
Contracts,  lease, or other agreement to enable them to carry on the Business as
now  conducted.  Except for the need to obtain the  Consents  listed on



                                       18
<PAGE>

Schedule   5.2p,   the  Closing   hereunder   will  not  affect  the   validity,
enforceability, or continuation of any of the Material Contracts.

                           m.  COMPLIANCE  WITH  LAWS.  Except  as set  forth on
Schedule  5.2m,  the Company is in compliance in all material  respects with all
applicable  Federal,  state and local laws,  rules and  regulations  and, to the
Company's Knowledge, the Company has received no notice of any action threatened
or pending alleging noncompliance therewith.

                           n.  LITIGATION.  Except as set forth on Schedule 5.2n
hereto, there is no suit, claim,  action,  proceeding or arbitration relating to
the  Business,  or  operations of the Station or which seeks to enjoin or obtain
damages in respect of the  transactions  contemplated  hereby pending or, to the
Company's  Knowledge,  threatened  against (i) Seller, or (ii) the Company.  The
Company has received no citation,  order, judgment, writ, injunction,  or decree
of any court,  government,  or governmental or administrative  agency against or
affecting the Business or the Company, except as disclosed on Schedule 5.2n, and
except for such FCC  orders and other  governmental  orders,  decrees  and other
actions which apply to the broadcasting industry generally.

                           o. NO BROKERS.  Except as disclosed on Schedule 5.2o,
the Company has not employed any broker or finder or incurred any  liability for
any brokerage  fees,  commissions or finders fees in connection with the sale of
the Stock and the transactions contemplated by this Agreement.

                           p. CONSENTS. Except (i) as set forth on Schedule 5.2p
hereto,  (ii) for filings  pursuant  to the H-S-R Act,  (iii) the consent of the
Warrant Holders listed on Annex 4, or (iv) for the FCC Application  contemplated
by  this  Agreement,  no  filing,  consent,  approval  or  authorization  of any
governmental  authority  or of any  third  party  on the part of  Seller  or the
Company is  required  in  connection  with the  execution  and  delivery of this
Agreement  by Seller or the  consummation  by Seller of any of the  transactions
contemplated  hereby (including any consents required under any Company contract
as a result of the change in control contemplated hereby).


                                       19
<PAGE>

                           q.  ENVIRONMENTAL.  Except as set  forth on  Schedule
5.2q hereto:

                                    (i) The operations of the Company at or from
any of  the  Real  Property  Interests  comply  in all  material  respects  with
applicable  Environmental  Laws, and the Company has not engaged in or permitted
any  operations  or activities  upon any of the Real Property  Interests for the
purpose of or  involving  the  treatment,  storage,  use,  generation,  release,
discharge,  emission,  or  disposal  of any  Hazardous  Substances  at the  Real
Property Interests, except in compliance with applicable Environmental Laws.

                                    (ii) The Company has not received any notice
or claim alleging that any of the Real Property  Interests are listed or, to the
Company's  Knowledge,  proposed  for  listing on the  National  Priorities  List
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act  ("CERCLA"),  42 U.S.C.  Section  9601 et seq.,  or any  similar  inventory,
register or  identification  of sites  requiring  investigation  or  remediation
maintained  by any state or other  governmental  authority.  The Company has not
received any notice from any governmental entity or third party of any actual or
threatened Environmental Liabilities with respect to the Real Property Interests
or the conduct of the Business.

                                    (iii) Other than as disclosed in the Phase I
environmental  reports  (the  "Phase I  Reports")  delivered  by the  Company to
Purchaser,  to the Company's Knowledge,  there are no conditions existing at the
Real Property Interests that require,  or which with the giving of notice or the
passage of time or both would  likely  require  remedial or  corrective  action,
removal  or  closure  pursuant  to the  Environmental  Laws.  To  the  Company's
Knowledge,  no event has  occurred  at the Real  Property  Interests  that would
require the Phase I Reports to be revised, updated, or amended.

                                    (iv)  The  Company  has  all  the   material
permits,  authorizations,  licenses,  consents and  approvals  necessary for the
current  conduct of the Business and for the  operations  on, in, or at the Real
Property Interests which are required under applicable  Environmental  Laws, and
is in substantial  compliance with the terms and conditions of all such permits,
authorizations, licenses, consents and approvals.

                                    (v)  Except  as  disclosed  in the  Phase  I
Reports, to the Company's  Knowledge,  there are no Hazardous Substances present
on or in the Real Property  Interests or at any  geologically or  hydrologically
adjoining  property,  including any Hazardous  Substances  contained in barrels,
above or underground storage tanks, landfills,  land deposits,  dumps, equipment
(whether movable or fixed) or other  containers,



                                       20
<PAGE>

either temporary or permanent,  and deposited or located in land, water,  sumps,
or any other part of the Real Property Interests or such adjoining property,  or
incorporated into any structure therein or thereon. Neither the Company (nor any
other Person for whose conduct it is or may be held  responsible)  has permitted
or conducted and, to the Company's Knowledge, there are no Hazardous Substances,
or any illegal activity conducted with respect to the Real Property Interests or
any other properties or assets (whether real,  personal,  or mixed) in which the
Company has or had an interest.

                           r. TAX MATTERS.

                                    (i) Except as set forth on Schedule  5.2r(i)
hereto:

                                             (A) All Tax Returns  required to be
filed by the Company  have been filed when due in a timely  fashion and all such
Tax Returns are true, correct and complete in all material respects.

                                             (B) The Company has paid in full on
a timely  basis all Taxes  owed by it that were  payable on or prior to the date
hereof, whether or not shown on any Tax Return.

                                             (C)  The  amount  of the  Company's
liability for unpaid Taxes did not, as of June 30, 2000 exceed the amount of the
current  liability  accruals  for such Taxes  (excluding  reserves  for deferred
Taxes) reflected on the Financial Statements.

                                             (D) The  Company has  withheld  and
paid over to the proper governmental authorities all Taxes required to have been
withheld  and  paid  over  (and  complied  in all  material  respects  with  all
information reporting and backup withholding requirements, including maintenance
of required records with respect thereto) in connection with amounts paid to any
employee, independent contractor, creditor, or other third party.

                                             (E) The  Company  has  received  no
notice of any Tax Proceeding  currently  pending with respect to the Company and
the Company has not received  notice from any Tax  Authority  that it intends to
commence a Tax Proceeding.

                                             (F) No waiver or  extension  by the
Company of any statute of limitations is currently in effect with respect to the
assessment, collection, or



                                       21
<PAGE>

payment of Taxes of the Company or for which the Company is liable.

                                             (G) The Company  has not  requested
any  extension  of the time  within  which to file any Tax Return of the Company
that is currently in effect.

                                             (H)  There  are  no  liens  on  the
assets of the Company  relating or attributable to Taxes (except liens for Taxes
not yet due).

                                             (I) The  Company is not and has not
been at any time during the preceding  five years a "United States real property
holding corporation" within the meaning of Section 897(c)(2) of the Code.

                                             (J) The  Company  has  not  entered
into an agreement or consent made under Section 341(f) of the Code affecting the
Company.

                                             (K) The  Company has not agreed to,
nor is it required to, make any adjustments  under Section 481(a) of the Code as
a result of a change in accounting methods.

                                             (L) The  Company is not and has not
at any time  been a party to a tax  sharing,  tax  indemnity  or tax  allocation
agreement, and the Company has not assumed the Tax liability of any other entity
or person under contract.

                                             (M) The  Company is not and has not
at any time been a member of an affiliated  group filing a consolidated  federal
income  tax  return  and does not have any  liability  for the Taxes of  another
entity or person  under  Section  1.1502-6 of the Treasury  Regulations  (or any
similar provision of state, local or foreign law), as a transferee or successor,
or otherwise.

                                             (N) The  Company  is not a party to
any joint venture,  partnership or other arrangement  (other than Grant II) that
is treated as a partnership  for U.S.  federal income tax purposes.

                                             (O)  None of the  Company's  assets
are treated as "tax exempt use property" within the meaning of Section 168(h) of
the Code.

                                             (P) The  Company  has  not  made an
election under Section 1362 of the Code to be treated as an "S"  Corporation and
is not currently treated



                                       22
<PAGE>

as an "S" Corporation for federal income tax purposes.

                                    (ii) Seller has furnished or otherwise  made
available to Purchaser correct and complete copies of (A) all income,  franchise
and other  material Tax Returns filed by the Company since January 1, 1997;  and
(B) all examination  reports,  statements of deficiencies and closing agreements
received by the Company with respect to the Company relating to Taxes.

                                    (iii) Schedule  5.2r(iii)  contains complete
and accurate statements of (A) the Company's basis in its assets, (B) the amount
of any net operating  loss, net capital loss and any other Tax carryovers of the
Company (including losses and other carryovers subject to any limitations),  and
(C) material  Tax  elections  made by or with respect to the Company.  Except as
stated in Schedule  5.2r(iii),  the Company has no net operating losses or other
Tax attributes  presently  subject to limitation under Code Sections 382, 383 or
384, or the federal consolidated return regulations.

                           s.  DIVIDENDS.  Since December 31, 1998, no dividends
have been declared, paid, issued or otherwise approved by the Board of Directors
of the Company in respect of the Stock.

                           t. ACCOUNTS  RECEIVABLE.  All accounts  receivable of
the Company that are reflected on the Financial  Statements or on the accounting
records  of the  Company  as of the date  hereof  (collectively,  the  "Accounts
Receivable")  represent  valid  obligations  arising from sales actually made or
services actually performed in the ordinary course of business. Except as stated
in Schedule 5.2t, the Accounts  Receivable are current and  collectable,  net of
the reserves shown on the Financial  Statements (which reserves are adequate and
calculated  consistent  with past practice) or on the accounting  records of the
Company.  There is no contest,  claim, or right of setoff, other than returns in
the  ordinary  course of  business,  under any  contract  with any obligor of an
Accounts  Receivable  relating  to the  amount  or  validity  of  such  Accounts
Receivable. The Company's financial records include a complete and accurate list
of all Accounts Receivable.


                                       23
<PAGE>

                                    SECTION 6

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser hereby represents and warrants to Seller that:

         6.1.  ORGANIZATION  AND GOOD STANDING.  Purchaser is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Maryland.  Purchaser  has full  corporate  power and  authority  to carry on its
business as it is now being  conducted.  Purchaser is qualified (or Purchaser or
its  permitted  assignee  will be qualified as of the Closing Date) as a foreign
corporation in the State of New York.

         6.2.  EXECUTION AND EFFECT OF AGREEMENT.  Purchaser has full  corporate
power and  authority  to enter  into this  Agreement.  The  consummation  of the
transactions  contemplated  hereby  has been duly  authorized  by all  necessary
corporate action on the part of Purchaser. This Agreement has been duly executed
and  delivered  by  Purchaser  and  constitutes  a  legal,  valid,  and  binding
obligation of Purchaser,  enforceable  against  Purchaser in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws  affecting the rights of creditors  generally and to the exercise
of judicial  discretion in accordance with general principles of equity (whether
applied by a court of law or equity).

         6.3.     NO CONFLICTS.

         Except as described on Schedule 6.3 hereof,  neither the  execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will (a) violate any of the  provisions of the articles of  incorporation
or by-laws of Purchaser,  (b) violate any  provision of applicable  law, rule or
regulation,  which violation would prevent or interfere with Purchaser's ability
to perform  hereunder,  or (c)  conflict  with or result in a breach of, or give
rise to a right of termination of, or accelerate the performance required by the
terms  of any  judgment,  court  order  or  consent  decree,  or any  agreement,
indenture,  mortgage or instrument to which Purchaser is a party or to which its
property is subject,  or  constitute  a default  thereunder,  except  where such
conflict, breach, right of termination,  acceleration, or default would not have
a material adverse effect on the business or financial condition of Purchaser or
prevent or materially interfere with Purchaser's ability to perform hereunder.


                                       24
<PAGE>

         6.4. CONSENTS. Except (i) as set forth on Schedule 6.4 hereto, (ii) for
filings pursuant to the H-S-R Act, or (iii) for the FCC Application,  no filing,
consent,  approval,  or authorization  of any  governmental  authority or of any
third  party  on the  part of  Purchaser  is  required  in  connection  with the
execution and delivery of this Agreement by Purchaser or the consummation of any
of the transactions contemplated hereby.

         6.5.  LITIGATION.  Except as set forth on Schedule 6.5 hereto, there is
no suit,  claim,  action,  proceeding or arbitration  pending or, to Purchaser's
Knowledge,  threatened against Purchaser which seeks to enjoin or obtain damages
in respect of the transactions contemplated hereby.

         6.6. NO BROKERS.  Neither Purchaser nor anyone acting on its behalf has
employed any broker or finder or incurred any liability for any brokerage  fees,
commissions  or finders' fees in  connection  with the purchase of the Stock and
the transactions contemplated by this Agreement.

         6.7.  ACQUISITION OF STOCK FOR  INVESTMENT.  The Purchaser is acquiring
the Stock for investment  and not with a view toward,  or for sale in connection
with, any distribution  thereof,  nor with any present intention of distributing
or selling the Stock.

         6.8. FINANCIAL CAPABILITY;  NO FINANCING CONDITION.  The Purchaser will
have  available  as of the Closing  Date funds  sufficient  to pay the  Purchase
Price. The Purchaser understands that its obligations to effect the transactions
contemplated  hereby  are  not  subject  to the  availability  to  Purchaser  of
financing sufficient to pay the Purchase Price.


                                    SECTION 7

                             LIMITATION AND SURVIVAL

         7.1.   LIMITATION;   SURVIVAL.   The  representations  and  warranties,
covenants, and agreements of Seller and Purchaser shall survive the Closing Date
to the following extent: (i) other than representations and warranties set forth
in Sections 5.2i (Employee Benefit Plans), 5.2q  (Environmental),  and 5.2r (Tax
Matters),  for a period of twelve (12) calendar months, and (ii) with respect to
the  representations and warranties set forth in Sections 5.2i, 5.2q, 5.2r for a
period of two (2) years,  except,  in either case,  to the extent any claims for
indemnification  with respect to a breach of any such representation or warranty
is made on or before such date, in which case, such  representation  or warranty
shall survive until the resolution of such claim.


                                       25
<PAGE>

                                    SECTION 8

                                   TAX MATTERS

         8.1.  SECTION  338  ELECTION.  In the  event  that  Purchaser  makes an
election  under Section 338 of the Code (or any  comparable  provision of state,
local or foreign  law) with  respect to the purchase of the stock in the Company
as provided  herein,  Purchaser shall be responsible for and shall pay all Taxes
resulting from such election.

         8.2.  APPORTIONMENT.  For purposes of apportioning any Tax to a portion
of any Taxable Period, the determination shall be made assuming that there was a
closing  of the  books  as of the  close  of  business  on the  last day of such
portion,  except that real,  personal  and  intangible  property  Taxes shall be
apportioned  ratably on a daily basis between the portions of the Taxable Period
in question.

         8.3.  COOPERATION IN TAX MATTERS.  Seller,  the Company,  and Purchaser
shall (a) cooperate  fully,  as  reasonably  requested,  in connection  with the
preparation and filing of all Tax Returns prepared and filed pursuant to Section
8.2; (b) make available to the other, as reasonably requested,  all information,
records or documents  with  respect to Tax matters  pertinent to the Company for
all Taxable  Periods or portions  thereof  ending on or before the Closing Date;
and (c)  preserve  information,  records or  documents  relating  to Tax matters
pertinent  to the Company  that is in their  possession  or under their  control
until the expiration of any applicable statute of limitations.

         8.4. CERTAIN TAXES. Seller shall timely pay all transfer,  documentary,
sales, use, stamp,  registration,  and other similar Taxes and fees arising from
or relating to the sale of Stock under this  Agreement,  and Seller shall at his
own expense file all necessary Tax Returns and other  documentation with respect
to all such transfer,  documentary,  sales, use, stamp, registration,  and other
similar Taxes and fees.

         8.5. PREPARATION AND FILING OF TAX RETURNS.  Purchaser shall prepare or
cause to be prepared  and file or cause to be filed,  within the time and manner
provided by law (including  extensions),  all Tax Returns of the Company (i) for
Taxable  Periods  ending on or before  the  Closing  Date that are due after the
Closing Date, and (ii) for Taxable Periods beginning before and ending after the
Closing Date. Purchaser shall provide Seller a



                                       26
<PAGE>

reasonable  opportunity to review and consent to the filing of such Tax Returns,
which consent shall not be unreasonably  withheld or delayed. If Seller does not
respond to Purchaser's request for consent promptly, Purchaser shall be entitled
to file  such Tax  Return on the date such Tax  Return is due  without  being in
breach of this Section 8.5, whether or not Seller has consented to such filing.


                                    SECTION 9

                      ADDITIONAL COVENANTS AND UNDERTAKINGS

         9.1. FURTHER  ASSURANCES AND ASSISTANCE.  Purchaser,  the Company,  and
Seller  agree  that  each  will  execute  and  deliver  to the other any and all
documents,  in  addition to those  expressly  provided  for herein,  that may be
necessary or appropriate to implement the provisions of this Agreement,  whether
before, at, or after the Closing. The parties agree to cooperate with each other
to any extent reasonably  required in order to accomplish fully the transactions
herein contemplated.

         9.2.  ACCESS TO  INFORMATION.  Seller,  from and after the date of this
Agreement  and until the  Closing  Date,  shall  cause the  Company  to (a) give
Purchaser and  Purchaser's  employees and counsel full and complete  access upon
reasonable  notice during normal  business  hours,  to all officers,  employees,
offices, properties, agreements, records and affairs of the Company or otherwise
relating to the Business, (b) provide Purchaser with all financial statements of
the  Company,  which shall be prepared and  delivered  to  Purchaser  each month
between  the date hereof and the Closing  Date,  and (c) provide  copies of such
information  concerning the Company and the Business as Purchaser may reasonably
request; provided, however, that the foregoing shall not permit Purchaser or any
agent thereof to (i) disrupt the  Business,  or (ii) contact any employee of the
Company  without  providing  reasonable  prior  notice to Seller and  allowing a
representative  of Seller to be  present.  The Company and Seller will use their
commercially  reasonable efforts to obtain the consent of its auditors to permit
inclusion  of the  Financial  Statements  in  applicable  securities  filings of
Sinclair Broadcast Group, Inc. ("SBGI").  If Purchaser  requests,  it shall have
the immediate right, without causing unreasonable disruption to the Business, to
have the access provided for in the first sentence hereof to conduct an audit of
the Station's financial information,  and, subject to the foregoing, the Company
and Seller shall cooperate with  Purchaser's  reasonable  requests in connection
with such audit, including,  without limitation,  giving all reasonable consents
thereto as long as any expenses thereof are borne by Purchaser.



                                       27
<PAGE>

         9.3.  CONDUCT OF BUSINESS PRIOR TO CLOSING.  Except as  contemplated by
this Agreement,  from and after the date hereof,  Seller shall cause the Company
to conduct,  and the Company shall conduct,  its Business in the ordinary course
consistent  with past practice.  Except as  contemplated by this Agreement or as
consented to by Purchaser (which consent may be withheld in Purchaser's sole and
absolute  discretion),  from and after the date hereof,  Seller shall act, shall
cause the Company to act, and the Company shall act, as follows:

                  (a) The  Company  will not  adopt any  material  change in any
method of accounting or accounting practice,  except as contemplated or required
by GAAP;

                  (b) The Company will not amend its charter or by-laws;

                  (c) Except for the  disposition  of obsolete  equipment in the
ordinary  course of business and except as  contemplated  by Section 2.5 of this
Agreement,  the Company will not sell, mortgage,  pledge or otherwise dispose of
any material assets or properties owned,  leased or used in the operation of the
Business;

                  (d) The Company will not merge or  consolidate  with, or agree
to  merge  or  consolidate  with,  or  purchase  or  agree  to  purchase  all or
substantially  all of the assets of, or otherwise  acquire,  any other  business
entity;

                  (e) The Company will not  authorize for  issuance,  issue,  or
sell any  additional  shares of its  capital  stock  except as  required  by the
exercise of options  outstanding  on the date hereof as  described in Annex 2 or
issue any securities or obligations  convertible or exchangeable  into shares of
its  capital  stock or issue or grant  any  option,  warrant  or other  right to
purchase any shares of its capital stock;

                  (f) The Company  will not incur,  or agree to incur,  any debt
for borrowed money;

                  (g)  The  Company  will  not  change  its  historic  practices
concerning the payment of accounts payable;


                                       28
<PAGE>

                  (h) The Company will not declare,  issue, or otherwise approve
the payment of dividends of any kind in respect of the Stock or redeem, purchase
or acquire any of its capital stock;

                  (i) The Company shall maintain the existing insurance policies
on the assets of the Station or other policies providing  substantially  similar
coverages;

                  (j)  Except  in  the  ordinary  course  of  its  Business  and
consistent  with past  practice or except as otherwise as  contemplated  by this
Agreement,  the Company will not permit any increases in the compensation of any
of the employees of the Station  except as required by law or existing  contract
or  agreement  or enter  into or  amend  any  Company  Plan or  Company  Benefit
Arrangement; provided, however, that in no event shall any individual employee's
compensation  increase exceed five percent (5%) of their  compensation as of the
date hereof or as disclosed on any Schedule hereto;

                  (k)  Except  in  the  ordinary  course  of  its  Business  and
consistent with past practice, the Company shall not enter into or renew, extend
or terminate, or waive any contract or commitment relating to the Station or the
assets of the Station, or incur any obligation that will be binding on Purchaser
after  Closing  without the prior written  consent of  Purchaser,  which consent
shall not be  unreasonably  withheld,  except for sixty (60) calendar days after
the date hereof in respect of programming contracts,  Purchaser may withhold its
consent  for any  reason  and,  in any event only to the  extent  such  renewal,
extension,  termination,  or waiver  does not  exceed  Twenty  Thousand  Dollars
($20,000.00)  for  any  one  contract  or One  Hundred  Fifty  Thousand  Dollars
($150,000.00)  in the aggregate for all Contracts.  For purposes of this Section
9.3k,  Seller and the Company  acknowledge that it shall not be unreasonable for
Purchaser  to withhold  its consent to approve any  programming  contract  where
Purchaser (i) is acting in good faith and not for any competitive advantage,  or
(ii) in good faith has reason to conclude  that it can acquire such  programming
on better terms.  Notwithstanding  anything to the contrary contained herein, if
Purchaser  shall  withhold  its  consent  to  the  Company   entering  into  any
programming  contract,  no television  station located in the Buffalo designated
market area which is owned and/or programmed by any Affiliate of Purchaser shall
enter into a programming contract with respect to the same program.

                  (l) Except for the Grant II  Spin-Off,  the Company  shall not
enter into any  transactions  with any  Affiliate  of the Company or Seller that
will be binding upon Purchaser or the Station following the Closing Date;



                                       29
<PAGE>

                  (m) The Company  shall  maintain  the assets of the Station or
replacements  thereof in good operating  condition and adequate  repair,  normal
wear and tear excepted;

                  (n) The Company shall, in connection with the operation of the
Station, make expenditures  materially consistent with the estimates of expenses
set forth in the Company's  operating  budget as set forth on Schedule 9.3n and,
including,   without   limitation,   the  Company  shall  make  such  consistent
expenditures in respect to promotional,  programming and engineering  activities
for the Station (and any employee  expenditures  related to such activities) for
any period covered by the current  operating budget of the Station and otherwise
in connection with past practice;

                  (o) The  Company  shall not make or change  any Tax  election,
amend  any Tax  Return,  or take or omit to take  any  other  action  not in the
ordinary  course of business and  consistent  with past practice that would have
the effect of increasing  any Taxes of Purchaser or any of its Affiliates or any
Taxes of the Company.

                  (p) The Company shall file all Tax Returns when due; provided,
however,  that, with the exception of payroll tax filings in the ordinary course
of the Company's  business and consistent with past practice,  the Company shall
not file any material Tax Return without  providing  Purchaser  with  reasonable
opportunity  to review  and  consent  to the  filing of such Tax  Return,  which
consent will not be unreasonably withheld.

                  (q) The Company shall use its  reasonable  efforts  consistent
with past practice to preserve the Business and  organization of the Station and
to keep  available  to the  Station its present  employees  and to preserve  the
audience of the Station and the Station's present  relationships with suppliers,
advertisers, and others having business relations with it.

         9.4.  H-S-R ACT. Each of Purchaser  and Seller  shall,  within five (5)
Business  Days  following  the date  hereof,  file duly  completed  and executed
Pre-Merger  Notification  and Report  Forms as required  under the H-S-R Act and
shall  otherwise use their  respective  best efforts to comply promptly with any
requests  made by the Federal  Trade  Commission  or the  Department  of Justice
pursuant to the H-S-R Act or the regulations promulgated thereunder.  All filing
fees and other similar  payments in connection with the H-S-R Act shall be split
equally by Purchaser and the Company.



                                       30
<PAGE>

         9.5.     FCC APPLICATION.

                  (a) The Company and Seller shall,  on the date this  Agreement
is signed by Seller,  the Company,  and  Purchaser,  file (or cause to be filed)
with the FCC the FCC Application, and shall in good faith and with due diligence
take all  reasonable  steps  necessary  to expedite  the  processing  of the FCC
Application  and to secure  such  consents  or  approvals  as  expeditiously  as
practicable.

                  (b) Seller  shall cause the  Company,  and the Company  shall,
publish the notices  required by the FCC Rules and  Regulations  relative to the
filing of the FCC Application. Copies of all applications, documents, and papers
filed  with the FCC after the date  hereof  and prior to the  Closing,  or filed
after the  Closing  with  respect to the  transactions  contemplated  under this
Agreement or the Grant II APA, by Grant II,  Purchaser,  the Company,  or Seller
shall be mailed to the other simultaneously with the filing of the same with the
FCC or as soon as practicable  thereafter.  The Company shall bear its own costs
and expenses (including the fees and disbursements of its counsel) in connection
with the preparation, filing, and prosecution of the FCC Application.

                  (c) Seller  and the  Company  will use their  best  efforts to
fulfill and perform all  conditions and  obligations  necessary to cause the FCC
Application to be approved as expeditiously as possible after the date hereof.

         9.6. BOOKS AND RECORDS.  Following the Closing,  Purchaser shall permit
Seller (a) to have  reasonable  access to the books and records of Purchaser and
those  retained or  maintained  by the Company  relating to the operation of the
Business  prior to the  Closing or after the  Closing  to the extent  related to
transactions  or  events  occurring  prior  to the  Closing,  and  (b)  to  have
reasonable   access  to  employees  of  the  Company  and  Purchaser  to  obtain
information  relating to such matters.  Purchaser  shall maintain such books and
records for a period of three (3) years following the Closing.

         9.7.  CONTROL OF STATION.  From the date hereof until the Closing Date,
subject  to the  express  provisions  of this  Agreement,  Purchaser  shall  not
directly  or  indirectly  control,  supervise,  or direct the  operation  of the
Station.

         9.8.     EMPLOYEE MATTERS.

                  (a) Five (5)  Business  Days prior to the  Closing,  Purchaser
shall  notify  the  Company of those  employees  of the  Company  that are to be
terminated.  Seller shall be responsible and have the obligation for the payment
of any and all  obligations  and  liabilities  arising  from  such  termination,
including, but not limited to, payment of any and



                                       31
<PAGE>

all severance payments,  bonuses, retention payments,  payments due to employees
for any compensatory  shares or options,  or other obligations of the Company to
such  terminated  employees  whether due before,  on, or after the Closing Date.
Anything to the  contrary in this  Agreement  notwithstanding,  the  individuals
listed on  Schedule  9.8(a)  (the  "Retained  Employees")  shall  not  remain as
employees  of the Company  after the Closing  Date and may be hired by Seller or
his  Affiliates  after the Closing Date.  Neither  Purchaser nor its  Affiliates
shall hire any of the  Retained  Employees  for two (2) years  after the Closing
Date.

                  (b) For two (2) years after the Closing Date,  neither  Seller
nor Seller's or the Company's  Affiliates  shall hire any of the employees  that
have not been  terminated by the Company  pursuant to the  provisions of Section
9.8(a).  This provision will not apply to any employee terminated as provided in
Section 9.8(a) above.

         9.9.     INTERRUPTION OF BROADCAST TRANSMISSION.

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

                  (b) If before the Closing Date,  due to damage or  destruction
of the assets of the Station, the regular broadcast  transmission of the Station
in the  normal  and usual  manner  is  interrupted  for a period of twelve  (12)
continuous  hours or more,  the Company shall give prompt written notice thereof
to  Purchaser.  If on the Closing  Date,  due to damages or  destruction  of the
assets of the Station the regular  broadcast  transmission of the Station in the
normal and usual manner is interrupted such that the regular broadcast signal of
such Station  (including  its  effective  radiated  power) is  diminished in any
material  respect,  then (i) the Company shall  immediately  give written notice
thereof to Purchaser;  and (ii) Purchaser shall have the right, by giving prompt
written notice to Seller, to postpone the Closing Date for a period of up to one
hundred twenty (120) days.



                                       32
<PAGE>

                  (c) In the event the Station's  normal and usual  transmission
has not been resumed by the Closing  Date as  postponed  pursuant to section (b)
above,  Purchaser may, pursuant to Section 14.1(e),  terminate this Agreement by
written notice to Seller. Notwithstanding the foregoing, however, Purchaser may,
at its option,  proceed to close this Agreement and complete the restoration and
replacement  of any damaged  assets of the Station  after the Closing  Date,  in
which  event,  Seller  shall cause the Company to deliver or assign to Purchaser
all insurance or other proceeds  received in connection  therewith to the extent
such  proceeds are received by or payable to the Company and have not  therefore
been used in or committed to the  restoration or replacement of the assets,  but
Seller shall have no other  liability or  obligation  to Purchaser in connection
therewith.

                  (d) If before the Closing Date,  due to damage or  destruction
of the assets the regular  broadcast  transmission  of the Station in the normal
and usual manner is interrupted  for a period of twelve (12)  continuous days or
more,  Seller  shall give  prompt  written  notice  thereof  (the  "Interruption
Notice") to Purchaser.  Upon receipt of the Interruption Notice, Purchaser shall
have the right,  in its sole and absolute  discretion,  by giving prompt written
notice  thereof  to  Seller  within  two (2)  Business  Days of the  date of the
Interruption  Notice,  to terminate this Agreement with the effect  specified in
Section 14.2(a) hereof.

                  (e) The  provisions of this Section 9.9 shall not apply to the
matter set forth on Schedule 9.9.

         9.10.  NON-SOLICITATION.  From the  date of this  Agreement  until  the
Closing,  or the earlier  termination of this  Agreement in accordance  with its
terms,  Seller shall not, and shall not cause (and will use  reasonable  efforts
not to permit) any affiliates, directors, officers, employees,  representatives,
or agents of the  Company,  to,  directly or  indirectly,  solicit or  initiate,
entertain, or enter into any discussions or transactions with or encourage or to
provide any information  to, any Person  concerning any sale of the Stock or the
assets of the Company or the membership interests or the assets of Grant II.

         9.11.  GRANT II SPIN-OFF.  Seller shall use his  reasonable  efforts to
cause the Grant II Spin-Off to occur.




                                       33
<PAGE>

                                   SECTION 10

                                 INDEMNIFICATION

         10.1.    INDEMNIFICATION OF PURCHASER BY SELLER.

                  (a) Subject to Section 10.3 hereof, Seller shall indemnify and
hold Purchaser harmless from and against any and all Losses, howsoever incurred,
which arise out of or result from:

                           (i) any breach of any  representation  or warranty of
Seller set forth in Sections 5.1 or 5.2 of this Agreement; or

                           (ii) the  material  failure by Seller to perform  any
covenant of Seller contained herein;

                           (iii) breaches of the Time Brokerage Agreement or any
agreement or document delivered in connection with the Closing;

                           (iv)  Purchaser's  waiver of Seller and the Company's
compliance,  to the extent  required,  with any  applicable  bulk transfer laws;
provided  that the Basket  Amount  shall not apply to  Seller's  indemnification
under this Section 10.1(a)(iv);

                           (v) any and all Taxes of the  Company  for any period
prior to the  Closing  Date,  except  (A) to the  extent  that  such  Taxes  are
specifically  identified on Schedule  10.1(v),  or (B) to the extent included as
liabilities in the calculation of Net Financial Assets;

                           (vi) any  obligations  or  liabilities of the Company
occurring prior to the Closing Date under its charter or bylaws to indemnify its
officers and directors with respect to any actions  occurring on or prior to the
Closing Date; or


                                       34
<PAGE>

                           (vii) except for the Company's obligation to disburse
funds as provided by Sections 3.1(3), 3.1(5), and 3.6 hereof, any obligations or
liabilities of the Company after the Closing Date to the Warrant  Holders or the
Phantom Stockholders.

         10.2.  INDEMNIFICATION OF SELLER BY PURCHASER.  Subject to Section 10.3
hereof,  Purchaser shall indemnify and hold Seller harmless from and against any
and all Losses, howsoever incurred, which arise out of or result from:

                  (a) any breach by Purchaser of any  representation or warranty
of Purchaser set forth in Section 6 of this Agreement;

                  (b) the material  failure by Purchaser to perform any covenant
of Purchaser contained herein; or

                  (c) breaches of the Time Brokerage  Agreement or any agreement
or document delivered in connection with the Closing.

         10.3.  LIMITATIONS  AND  OTHER  PROVISIONS  REGARDING   INDEMNIFICATION
OBLIGATIONS. Seller's obligation to indemnify Purchaser pursuant to Section 10.1
shall be subject to the following limitations:

                  (a)  Notwithstanding  anything  contained in this Agreement or
applicable law to the contrary,  Purchaser  agrees that the payment of any claim
(whether such claim is framed in tort, contract, or otherwise) made by Purchaser
for indemnification  hereunder  subsequent to the Closing Date, shall be limited
to, and shall only be made from, the  Indemnification  Escrow in accordance with
the  Indemnification  Escrow  Agreement,  and  except  for  claims  against  the
Indemnification  Escrow,  Purchaser  waives  and  releases,  and  shall  have no
recourse  against,  Seller  as a result  of the  breach  of any  representation,
warranty,   covenant,   or  agreement  of  Seller  contained  herein,  and  such
indemnification  shall be the sole  and  exclusive  remedy  for  Purchaser  with
respect to any such claim for indemnification  after the Closing Date; provided,
however,  that  nothing  herein  shall be deemed to limit any rights or remedies
that Purchaser may have for Seller's fraud. The Indemnification  Escrow shall be
disbursed in accordance with the Indemnification Escrow Agreement.

                  (b)  Notwithstanding  the  provisions  of Section 10.1 hereof,
Purchaser shall not be entitled to indemnification or to receive indemnification
payments  with  respect  to any  Losses  except  if and to the  extent  that the
aggregate  amount of Losses incurred by Purchaser and its Affiliates to which it
or they would otherwise be entitled to



                                       35
<PAGE>

indemnification under Section 10.1 hereof,  exceeds One Hundred Thousand Dollars
($100,000.00)  (the "Basket Amount"),  in which case Purchaser shall be entitled
full indemnification for such Losses in the amount of all such claims, including
the Basket Amount.

                  (c)  In  determining  the  amount  of  any  Losses  for  which
indemnification  is provided under this Agreement,  such Losses shall be (i) net
of any insurance  recovery made by the indemnified  party,  (ii) reduced to take
into account any net Tax benefit realized by the indemnified  party arising from
the deductibility of such Losses, and (iii) increased to take account of any net
Tax  cost  incurred  by the  indemnified  party  arising  from  the  receipt  of
indemnification  payments hereunder. Any indemnification payment hereunder shall
initially  be made  without  regard to this  paragraph  and shall be  reduced to
reflect any net Tax benefit or  increased to reflect any net Tax cost only after
the indemnified  party has actually  realized such benefit or cost. For purposes
of this  Agreement,  an  indemnified  party  shall be deemed  to have  "actually
realized" a net Tax benefit or net Tax cost to the extent that, and at such time
as, the amount of Taxes payable by such  indemnified  party is (x) reduced below
the amount of Taxes that such indemnified  party would have been required to pay
but for the  deductibility  of such Tax or Loss,  and (y)  increased  above  the
amount of Taxes that such indemnified  party would have been required to pay but
for the receipt of such  indemnification  payments.  The amount of any reduction
hereunder  shall be  adjusted to reflect any final  determination  (which  shall
include the  execution  of Form 870-AD or  successor  form) with  respect to the
indemnified  party's  liability  for Taxes.  Any indemnity  payments  under this
Agreement  shall be  treated  as an  adjustment  to the  Purchase  Price for Tax
purposes,  unless a final determination with respect to the indemnified party or
any of its affiliates causes any such payment not to be treated as an adjustment
to the Purchase Price.

                  (d) No claim  for  indemnification  for  Losses  shall be made
after expiration of the applicable time period set forth in Section 7.1 hereof.

                  (e)  Indemnification  pursuant to this Section 10 shall be the
sole and  exclusive  remedy of each party  hereto  after the  Closing  Date with
respect  to any  Losses  relating  to or  arising  out of  any  breaches  of any
representations  and warranties,  or any covenant or agreement set forth in this
Agreement or any  certificate  delivered  pursuant to or in connection with this
Agreement,  notwithstanding  that indemnification may not be available and shall
be in lieu of any and all other  rights and  remedies  after the  Closing  Date,
whether  asserted  as claims for breach of  contract,  tort  claims,  actions in
equity or otherwise.



                                       36
<PAGE>

                  (f) The terms and conditions of Sections  10.3(a)  through (e)
shall not be deemed to limit any rights or remedies of Purchaser  under the Time
Brokerage  Agreement  or the Grant II APA;  provided  that no claims may be made
under this Agreement relating to the Grant II APA.

         10.4.    NOTICE OF CLAIM /DEFENSE OF ACTION.

                  (a) An indemnified  party shall promptly give the indemnifying
part(ies)  notice of any matter which an  indemnified  party has  determined has
given or could give rise to a right of  indemnification  under  this  Agreement,
stating  the  nature  and,  if known,  the amount of the  Losses,  and method of
computation  thereof,  all  with  reasonable   particularity  and  containing  a
reference to the  provisions of this Agreement in respect of which such right to
indemnification is claimed or arises;  provided that the failure of any party to
give notice  promptly as  required  in this  Section  10.4 shall not relieve any
indemnifying party of its indemnification  obligations except to the extent that
such failure  materially  prejudices the rights of such indemnifying  party. The
indemnified  party  shall give  continuing  notice  promptly  thereafter  of all
developments  coming to the indemnified party's attention  materially  affecting
any matter relating to any indemnification claims.

                  (b)  Except  as  otherwise   provided  in  Section  10.5,  the
obligations and liabilities of an indemnifying  party under this Section 10 with
respect to Losses arising from claims of any third party that are subject to the
indemnification  provided  for in this  Section  10,  shall be  governed  by and
contingent upon the following additional terms and conditions:

                           (i) With  respect  to third  party  claims,  promptly
after  receipt  by an  indemnified  party of notice of the  commencement  of any
action or the presentation or other assertion of any claim which could result in
any  indemnification  claim  pursuant  to  Section  10.1  or 10.2  hereof,  such
indemnified   party  shall  give  prompt  notice  thereof  to  the  indemnifying
party(ies)  and the  indemnifying  party(ies)  shall be entitled to  participate
therein or, to the extent that it shall wish,  assume the defense  thereof  with
its own counsel.

                           (ii) If the indemnifying  party(ies) elects to assume
the defense of any such action or claim, the  indemnifying  party(ies) shall not
be liable to the  indemnified  party for any fees of other  counsel or any other
expenses, in each case incurred by such indemnified party in connection with the
defense thereof.

                           (iii)   The   indemnifying    party(ies)   shall   be
authorized,  without consent of the indemnified party being required,  to settle
or compromise any such action or claim,



                                       37
<PAGE>

provided that such settlement or compromise includes an unconditional release of
the indemnified party from all liability arising out of such action or claim.

                           (iv) Whether or not an indemnifying party(ies) elects
to assume the defense of any action or claim, the indemnifying  party(ies) shall
not be liable  for any  compromise  or  settlement  of any such  action or claim
effected without its consent, such consent not to be unreasonably withheld.

                           (v) The  parties  agree to  cooperate  to the fullest
extent possible in connection with any claim for which indemnification is or may
be sought under this Agreement,  including, without limitation, making available
all witnesses, pertinent records, materials and information in its possession or
under its  control  relating  thereto as is  reasonably  requested  by the other
party.


                                   SECTION 11

           CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARTIES TO CLOSE

         11.1.  CONDITIONS  PRECEDENT  TO  THE  OBLIGATION  OF  PURCHASER.   The
obligation of Purchaser to consummate the Closing is subject to the  fulfillment
or waiver, on, or prior to the Closing Date, of each of the following conditions
precedent:

                  (a) Seller shall have  complied in all material  respects with
his agreements and covenants contained herein to be performed at or prior to the
Closing, and the representations and warranties of Seller contained herein shall
be true and correct in all material  respects on and as of the Closing Date with
the same  effect as  though  made on and as of the  Closing  Date,  except  that
representations  and  warranties  that were made as of a  specified  date  shall
continue on the Closing  Date to have been true as of the  specified  date,  and
Purchaser shall have received a certificate from Seller, dated as of the Closing
Date and signed by Seller,  certifying as to the  fulfillment  of the conditions
set forth in this Section 11.1(a) ("Seller's Bring-Down Certificate").

                  (b) No statute,  rule or regulation,  or order of any court or
administrative  agency shall be in effect which restrains or prohibits Purchaser
from  consummating  the  transactions  contemplated  hereby,  and no  action  or
proceeding shall be pending wherein an unfavorable ruling would affect any right
to own the Stock.



                                       38
<PAGE>

                  (c) All applicable  waiting  periods under the H-S-R Act shall
have expired or been terminated.

                  (d) The  consents  of the  Warrant  Holders  and all  consents
and/or agreements  identified on Schedule 5.2p and marked with an asterisk shall
have been received.

                  (e) The FCC Application shall have been approved and the Grant
II Spin-Off shall have occurred.

                  (f) Seller  shall have  delivered  to Purchaser at the Closing
each document required by Section 12.1 hereof.

                  (g) Since the date of this Agreement through the Closing Date,
there  shall  not  have  been  any  Material  Adverse  Effect  to the  Business,
operations,  properties, assets, or condition of the Company or the Station, and
no event shall have  occurred or  circumstance  exist that would  reasonably  be
expected to result in such a Material Adverse Effect.

                  (h) Purchaser  shall have received from the Company a properly
executed  statement  in the form set forth in Schedule  11.1(h),  together  with
evidence that the Company has complied with the notice  requirements  of Section
1.897-2(h)2 of the Treasury regulations.

                  (i) Grant II shall be in  compliance  (and not in  default  or
breach) with the material terms and conditions of the Grant II APA.

                  (j)  Grant  II shall  have  entered  into  the Time  Brokerage
Agreement substantially in the form attached hereto as Exhibit C.

                  (k)  Seller  shall have  caused  the  Company to enter into an
agreement  (the  "Purchase  Order") with  Acrodyne for the purchase of a digital
television transmitter specified by Purchaser,  and the Company or Purchaser (on
Company's  behalf) shall pay to Acrodyne a deposit on said  transmitter of Seven
Hundred Fifty  Thousand  Dollars  ($750,000.00)  (the  "Purchase  Order Amount")
pursuant to Section 3.1(7).



                                       39
<PAGE>

         11.2.  CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER. The obligation
of Seller to consummate the Closing is subject to the fulfillment or waiver,  on
or prior to the Closing Date, of each of the following conditions precedent:

                  (a)  Purchaser  shall have  complied in all material  respects
with its agreements and covenants  contained  herein to be performed at or prior
to the Closing,  and the  representations  and warranties of Purchaser contained
herein  shall be true and  correct  in all  material  respects  on and as of the
Closing Date with the same effect as though made on and as of the Closing  Date,
except that representations and warranties that were made as of a specified date
shall  continue on the Closing Date to have been true as of the specified  date,
and Seller  shall have  received a  certificate  of  Purchaser,  dated as of the
Closing  Date and  signed  by an  officer  of  Purchaser,  certifying  as to the
fulfillment  of the  condition set forth in this Section  11.2(a)  ("Purchaser's
Bring-Down Certificate").

                  (b) No statute,  rule or regulation,  or order of any court or
administrative  agency  shall be in effect which  restrains or prohibits  Seller
from consummating the transactions contemplated hereby.

                  (c) All applicable  waiting  periods under the H-S-R Act shall
have expired or been terminated.

                  (d) The FCC Application  shall have been approved  without any
condition or qualification  that materially  adversely effects the Seller or the
transaction contemplated hereby and the Grant II Spin-Off shall have occurred.

                  (e)  Purchaser  shall have  delivered  the  Purchase  Price as
provided in Sections 3.1(1) through 3.1(8) and each document required by Section
12.2 hereof.

                  (f)  Purchaser,  or an Affiliate  thereof,  shall have entered
into the Time Brokerage Agreement  substantially in the form attached as Exhibit
C.

                  (g) Purchaser, or an Affiliate thereof, shall be in compliance
(and not in default or breach) with the  material  terms and  conditions  of the
Grant II APA.



                                       40
<PAGE>

                                   SECTION 12

                            DELIVERIES AT THE CLOSING

         12.1.  DELIVERIES  BY SELLER.  At the  Closing,  Seller will deliver or
cause to be delivered to Purchaser:

                  (a) Seller's Bring-Down Certificate;

                  (b) the legal opinion of Wilkinson Barker Knauer, LLP, counsel
to Seller, in the form attached hereto as Exhibit D;

                  (c) stock  certificates  evidencing  the Stock,  together with
stock  powers,  dated as of the  Closing  Date and  executed  by the  respective
Seller, transferring the Stock to Purchaser;

                  (d) the original  corporate  minute books,  stock registry and
seal of the Company (to the extent available);

                  (e) a certificate as to the existence and good standing of the
Company  issued by the Secretary of State of the State of Delaware dated shortly
before the Closing Date;

                  (f) receipt for Purchase Price;

                  (g)  resignations of each of the officers and directors of the
Company, effective as of the Closing Date;

                  (h) the statement required by Section 11.1(h);

                  (i) a copy of any instrument evidencing any consents received,
including,  but not limited to, estoppel  certificates (to the extent available)
from the Company's landlord with respect to the Leased Real Property;

                  (j) the  Indemnification  Escrow  Agreement,  duly executed by
Seller;



                                       41
<PAGE>

                  (k) the Time  Brokerage  Agreement  substantially  in the form
attached  hereto as Exhibit C duly  executed by the managing  member of Grant II
and an officer of the Company;

                  (l) the  Purchase  Order,  duly  executed  by the  appropriate
officers;

                  (m) the sublease substantially in the form attached as Exhibit
E signed by the managing member of Grant II;

                  (n) the Stock Purchase  Warrants  attached hereto as Exhibit F
marked cancelled;

                  (o) Warrant Redemption  Agreement and the Phantom Stock Payout
Agreements  signed by the respective  Warrant  Holders and Phantom  Stockholders
substantially in the form attached hereto as Exhibit G;

                  (p)  such  other  documents  as  Purchaser  shall   reasonably
request; and

                  (q) the Consent  and  Agreement  attached  hereto as Exhibit H
executed by the managing member of Grant II.

         12.2.  DELIVERIES BY PURCHASER.  Purchaser  will deliver or cause to be
delivered at the Closing to Seller or the  Indemnification  Escrow Agent, as the
case may be:

                  (a) Purchaser's Bring-Down Certificate;

                  (b) a legal  opinion of Thomas &  Libowitz,  P.A.,  counsel to
Purchaser, substantially in the form attached as Exhibit I hereto;

                  (c) the Purchase Price as required pursuant to Sections 3.1(1)
through 3.1(5) hereof;

                  (d) the  Indemnification  Escrow  Agreement,  duly executed by
Purchaser;

                  (e)  certificates as to the existence and good standing of the
Purchaser  issued by the Maryland  Department of Assessments and Taxation of the
State of Maryland and the  Secretary of State of New York as to the  Purchaser's
qualification as a foreign corporation dated shortly before the Closing Date;



                                       42
<PAGE>

                  (f) the Time  Brokerage  Agreement  substantially  in the form
attached hereto as Exhibit C duly executed by the Company;

                  (g) the sublease  substantially in the form attached hereto as
Exhibit E signed by the appropriate officers of the Company; and

                  (h) such other documents Seller shall reasonably request.


                                   SECTION 13

                                    EXPENSES

         13.1. EXPENSES.  Seller shall pay his and the Company's fees, expenses,
disbursements,  and those of his counsel and the Company's counsel in connection
with the subject  matter of this  Agreement,  including  the  negotiations  with
respect hereto,  and the  preparation of any documents,  and all other costs and
expenses  incurred  by  either  Seller or the  Company  in the  performance  and
compliance with all conditions and obligations to be performed by or pursuant to
this Agreement or as contemplated  hereby.  Purchaser shall pay its own fees and
expenses  and  disbursements  and those of its  counsel in  connection  with the
subject matter of this Agreement (including the negotiations with respect hereto
and the preparation of any documents), and all other costs and expenses incurred
by it in the  performance  and compliance with all conditions and obligations to
be performed by it pursuant to this  Agreement or as  contemplated  hereby.  The
filing  fees paid in  connection  with the H-S-R  filing  shall be split  evenly
between Seller and Purchaser.


                                   SECTION 14

                                   TERMINATION

         14.1     TERMINATION.  This Agreement may be terminated:

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


                                       43
<PAGE>

                  (b) by either Purchaser or Seller, if the terminating party is
not in default  or breach in any  material  respect of its or their  obligations
under this Agreement,  if the Closing hereunder has not taken place on or before
six (6)  calendar  months from the date hereof,  except  where  Closing has been
postponed  pursuant to the provisions of 9.9, in which case the applicable  date
shall be upon the expiration of the one hundred twenty (120) day period referred
to in Section 9.9;

                  (c) by  Seller,  if Seller is not in  default or breach in any
material  respect  of  his  obligations  under  this  Agreement,  if  all of the
conditions  in  Section  11.2  have not been  satisfied  or  waived  by the date
scheduled  for the  Closing (as such date may be  postponed  pursuant to Section
9.9);

                  (d) by Purchaser,  if Purchaser is not in default or breach in
any material  respect of its  obligations  under this  Agreement,  if all of the
conditions  in  Section  11.1  have not been  satisfied  or  waived  by the date
scheduled  for the  Closing (as such date may be  postponed  pursuant to Section
9.9);

                  (e) by Purchaser or Seller, pursuant to Section 9.9;

                  (f) by Purchaser if the FCC makes a determination under 47 CFR
73.3555  promulgated  under the  Communications  Act of 1934,  as amended,  that
precludes  a grant of the FCC  Sinclair  Application;  provided,  however,  that
Purchaser gives Seller notice of such  termination by Purchaser  within ten (10)
days after public notice of such determination.

         14.2     PROCEDURE AND EFFECT OF TERMINATION.

                  (a) In the event of termination of this Agreement by either or
both  Purchaser  and/or Seller  pursuant to Sections 9.9 or 14.1 hereof,  prompt
written  notice  thereof shall  forthwith be given to the other party,  and this
Agreement  shall  terminate and the  transactions  contemplated  hereby shall be
abandoned  without further action by any of the parties  hereto,  but subject to
and without  limiting  any other rights of the parties  specified  herein in the
event a party is in default or breach in any material respect of its obligations
under this Agreement.  If this Agreement is terminated as provided  herein,  all
filings,  applications  and  other  submissions  relating  to  the  transactions
contemplated  hereby as to which  termination  has occurred shall, to the extent
practicable,  be withdrawn  from the agency or other Person to which such filing
is made.



                                       44
<PAGE>

                  (b) If this  Agreement  is  terminated  pursuant  to  Sections
14.1(b),  14.1(d),  14.1(e), or 14(f), the payment made by Purchaser pursuant to
Section  3.1(1) shall be returned to Purchaser.  If this Agreement is terminated
pursuant  to  Section  14.1(d)  and  Seller  shall be in breach in any  material
respect  of  its  representations,   warranties,   covenants,   agreements,   or
obligations  set forth in this  Agreement,  which  breach  has not been cured by
Seller within thirty (30) days after notice to Seller by Purchaser,  then and in
that event,  in recognition  of the unique  character of the property to be sold
hereunder,  and the  damages  which  Purchaser  will  suffer  in the  event of a
termination of this Agreement caused by a breach by Seller, Purchaser shall have
the  right to pursue  all  remedies  available  hereunder  at law or in  equity,
including,  without  limitation,  the right to seek specific  performance and/or
monetary  damages.  Seller  hereby  waives any  defense  that  Purchaser  has an
adequate remedy at law for such breach of this Agreement by Seller.

                  (c) If  this  Agreement  is  terminated  pursuant  to  Section
14.1(c)  and  Purchaser  shall  be in  breach  in any  material  respect  of its
representations,  warranties, covenants, agreements, or obligations set forth in
this  Agreement,  which breach has not been cured by Purchaser  thirty (30) days
after notice to  Purchaser  by Seller then and in that event,  Seller shall have
the right to retain  the  amount  delivered  by  Purchaser  pursuant  to Section
3.1(1), plus interest earned thereon, as liquidated damages, and as the sole and
exclusive  remedy of Seller  as a  consequence  of  Purchaser's  default  (which
aggregate amount the parties agree is a reasonable  estimate of the damages that
will be suffered by Seller as a result of the default by Purchaser  and does not
constitute a penalty),  the parties hereby  acknowledging  the inconvenience and
nonfeasability of otherwise obtaining an adequate remedy.

                  (d) If  this  Agreement  is  terminated  pursuant  to  Section
14.1(a),  the payment  made by  Purchaser  pursuant to Section  3.1(1)  shall be
returned to Purchaser.

                  (e) 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.


                                       45
<PAGE>

                                   SECTION 15

                                     NOTICES

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

                  If to Purchaser to:

                  Mr. David Smith
                  President
                  Sinclair Communications, Inc.
                  10706 Beaver Dam Road
                  Cockeysville, MD 21030
                  Telephone:        (410) 568-1506
                  Fax:              (410) 568-1533

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

                  Sinclair Communications, Inc.
                  10706 Beaver Dam Road
                  Cockeysville, MD 21030
                  Attention:  General Counsel
                  Telephone:        (410) 568-1524
                  Fax:              (410) 568-1537

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

                  Thomas & Libowitz, P.A.
                  100 Light Street, Suite 1100
                  Baltimore, Maryland 21202
                  Attn:  Steven A. Thomas, Esquire
                  Telephone:        (410) 752-2468
                  Fax:              (410) 752-2046



                                       46
<PAGE>

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

                  Shaw Pittman
                  2300 N Street, N.W.
                  Washington, D.C. 20037-1128
                  Attn:    Martin R. Leader, Esquire
                  Telephone:        (202) 663-8127
                  Fax:              (202) 663-8007

                  If to Seller to:

                  Milton Grant
                  c/o Grant Television Inc.
                  915 Middle River Drive, Suite 409
                  Ft. Lauderdale, Florida 33304
                  Telephone:        (954) 568-2000
                  Fax:              (954) 568-2105

                  If to the Company to:

                  Grant Television Inc.
                  915 Middle River Drive, Suite 409
                  Ft. Lauderdale, Florida 33304
                  Attn:  Milt Grant, Chief Executive Officer
                  Telephone:        (954) 568-2000
                  Fax:              (954) 568-2015

                  with a copy in the case of  Seller  or the  Company  to (which
                  shall not constitute notice):

                  Wilkinson Barker Knauer, LLP
                  2300 N Street, N.W., Suite 700
                  Washington, D.C. 200037-1128
                  Attn:  Kenneth Satten, Esquire
                  Telephone:        (202) 383-3339
                  Fax:              (202) 783-5851



                                       47
<PAGE>

                  with a copy in the case of  Seller  or the  Company  to (which
                  shall not constitute notice):

                  Ober, Kaler, Grimes & Shriver
                  1401 H Street, NW
                  Washington, D.C. 20005
                  Attn:  Steve Parker, Esquire
                  Telephone:        (202) 326-5014
                  Fax:              (202) 208-0640

or to such other  Persons or addresses as any Person may request by notice given
as aforesaid. Notices shall be deemed given and received at the time of personal
delivery or completed telecopying,  or, if sent by Federal Express or such other
overnight delivery service one Business Day after such sending.


                                   SECTION 16

                                  MISCELLANEOUS

         16.1.  HEADINGS.  The headings contained in this Agreement  (including,
but not limited to, the titles of the Schedules  and Exhibits  hereto) have been
inserted for the  convenience  of reference  only, and neither such headings nor
the placement of any term hereof under any  particular  heading shall in any way
restrict  or modify  any of the terms or  provisions  hereof.  Terms used in the
singular  shall be read in the  plural,  and vice  versa,  and terms used in the
masculine gender shall be read in the feminine or neuter gender when the context
so requires.

         16.2.  SCHEDULES  AND  EXHIBITS.  All  Schedules,  Annexes and Exhibits
attached to this  Agreement  constitute an integral part of this Agreement as if
fully  rewritten  herein.  The  inclusion  of any  fact or  item  on a  Schedule
referenced by a particular section of 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.


                                       48
<PAGE>

         16.3. EXECUTION IN COUNTERPARTS.  This Agreement may be executed in two
(2) or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same document.

         16.4.  ENTIRE  AGREEMENT.  This  Agreement,  the  Annexes,   Schedules,
Exhibits,   and  other  documents  to  be  delivered  hereunder  and  thereunder
constitute  the entire  understanding  and agreement  between the parties hereto
concerning the subject matter hereof.  All negotiations and writings between the
parties hereto are merged into this Agreement, and there are no representations,
warranties,  covenants,  understandings,  or agreements,  oral or otherwise,  in
relation thereto between the parties other than those incorporated  herein or to
be delivered hereunder.

         16.5.  GOVERNING LAW. This Agreement is to be delivered in and shall be
construed in  accordance  with and governed by the laws of the State of New York
without giving effect to conflict of laws principles.

         16.6. MODIFICATION. This Agreement cannot be modified or amended except
in writing signed by each of the Purchaser and Seller.

         16.7.  SUCCESSORS  AND ASSIGNS.  Neither this  Agreement nor any of the
rights  and   obligations   hereunder  shall  be  assigned,   delegated,   sold,
transferred,  sublicensed,  or  otherwise  disposed  of by  operation  of law or
otherwise,  without  the prior  written  consent  of each of the  other  parties
hereto; provided,  however, that Purchaser may assign its rights and obligations
hereunder  to one or more  subsidiaries  so long as Purchaser is not relieved of
its obligations  hereunder.  In the event of such permitted  assignment or other
transfer,  all of the  rights,  obligations,  liabilities,  and other  terms and
provisions of this Agreement shall be binding upon, inure to the benefit of, and
be  enforceable  by and against,  the  respective  successors and assigns of the
parties hereto, whether so expressed or not.

         16.8.  WAIVER.  Any waiver of any  provision  hereof (or in any related
document or  instrument)  shall not be effective  unless made expressly and in a
writing  executed in the name of the party sought to be charged.  The failure of
any party to insist, in any one or more instances,  on performance of any of the
terms or  conditions  of this  Agreement  shall not be  construed as a waiver or
relinquishment of any rights granted  hereunder or of the future  performance of
any such term, covenant,  or condition,  but the obligations of the parties with
respect hereto shall continue in full force and effect.



                                       49
<PAGE>

         16.9.  SEVERABILITY.  The provisions of this Agreement  shall be deemed
severable,  and if any  part  of any  provision  is held  to be  illegal,  void,
voidable,  invalid,  nonbinding or unenforceable in its entirety or partially or
as to any party, for any reason, such provision may be changed,  consistent with
the intent of the parties hereto, to the extent reasonably necessary to make the
provision,  as so  changed,  legal,  valid,  binding,  and  enforceable.  If any
provision of this  Agreement  is held to be illegal,  void,  voidable,  invalid,
nonbinding or unenforceable in its entirety or partially or as to any party, for
any reason,  and if such provision cannot be changed  consistent with the intent
of the parties hereto to make it fully legal,  valid,  binding and  enforceable,
then such provisions  shall be stricken from this  Agreement,  and the remaining
provisions of this Agreement  shall not in any way be affected or impaired,  but
shall remain in full force and effect.

         16.10.  ANNOUNCEMENTS.  From the  date of this  Agreement,  all  public
announcements relating to this Agreement or the transactions contemplated hereby
will be made only as agreed  upon  jointly by the  parties  hereto,  except that
nothing herein shall prevent  Seller or Purchaser or any Affiliate  thereof from
making any disclosure in connection with the  transactions  contemplated by this
Agreement if (and to the extent)  required by applicable law as a result of its,
or its Affiliate's,  being a public company,  provided that prior notice of such
disclosure is given to the other party hereto.

         16.11.  SPECIFIC  PERFORMANCE.  Seller acknowledges that Purchaser will
have no adequate  remedy at law if Seller  fails to perform his  obligations  to
consummate the sale of Stock contemplated  under this Agreement.  In such event,
Purchaser  shall have the right,  in addition to any other rights or remedies it
may have, to specific performance of this Agreement.

         16.12 THIRD PARTY  BENEFICIARIES.  Nothing  expressed or referred to in
this  Agreement  shall be construed to give any Person other than the parties to
this  Agreement  any legal or equitable  right,  remedy,  or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions  and conditions are for the sole and exclusive  benefit of
the parties to this Agreement and their successors and assigns.

         16.13  INTERPRETATION.  The Purchaser and Seller  acknowledge and agree
that the preparation  and drafting of this Agreement and the Exhibits,  Annexes,
and  Schedules  hereto  are the  result of the  efforts  of all  parties to this
Agreement,  and every  covenant,  term, and provision of this Agreement shall be
construed  according to its fair meaning and shall not be construed  against any
particular party as the drafter of such covenant, term, and/or provision.





                                       50
<PAGE>

                           [SIGNATURE PAGE TO FOLLOW -
                         PAGE LEFT INTENTIONALLY BLANK]


                                       51
<PAGE>

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

PURCHASER:                                  SELLER:

SINCLAIR COMMUNICATIONS,
  INC.


By:      _____________________________      _________________________________
Title:   _____________________________      Milton Grant,
                                            Sole Stockholder of Grant
                                              Television, Inc.


                                            THE COMPANY:

                                            GRANT TELEVISION INC.


                                            By:    _____________________________
                                            Title: _____________________________


                                       52
<PAGE>

                                     ANNEX 1

                                   DEFINITIONS

         As used in the attached Stock Purchase  Agreement,  the following terms
shall have the corresponding meaning set forth below:

         "Accounts Receivable" has the meaning set forth in Section 5.2t.

         "Acrodyne" has the meaning set forth in Section 3.1(7).

         Affiliate" of, or a Person "Affiliated" with, a specified Person, means
a  Person  who  directly,  or  indirectly  through  one or more  intermediaries,
controls,  is  controlled  by,  or is under  common  control  with,  the  Person
specified.

         "Agreement" has the meaning set forth in the preamble.

         "Balance Sheet Date" has the meaning set forth in Section 5.2i(viii).

         "Benefit  Arrangement" means any benefit  arrangement,  obligation,  or
practice,  whether or not legally  enforceable,  to provide benefits (other than
merely  as  salary  or under a  Benefit  Plan),  as  compensation  for  services
rendered,  to present or former  directors,  employees,  agents,  or independent
contractors, including, but not limited to, employment or consulting agreements,
severance agreements or pay policies, stay or retention bonuses or compensation,
executive  or  incentive  compensation  programs  or  arrangements,  sick leave,
vacation pay,  plant  closing  benefits,  salary  continuation  for  disability,
workers' compensation, retirement, deferred compensation, bonus, stock option or
purchase  plans or programs,  tuition  reimbursement  or  scholarship  programs,
employee discount  programs,  meals,  travel, or vehicle  allowances,  any plans
subject to Code Section 125, and any plans providing benefits or payments in the
event of a change of control,  change in ownership or effective  control or sale
of a substantial  portion  (including all or substantially all) of the assets of
any  business or portion  thereof,  in each case with  respect to any present or
former employees, directors, or agents.

         "Benefit  Plan" has the meaning given in ERISA  Section 3(3),  together
with  plans or  arrangements  that  would  be so  defined  if they  were not (i)
otherwise exempt from ERISA by that or another section,  (ii) maintained outside
the United States,  or (iii)  individually  negotiated or applicable only to one
person.



                                       53
<PAGE>

         "Business" means the business of owning and operating the Station.

         "Business  Day" means any day on which  banks in New York City are open
for business.

         "CERCLA" has the meaning set forth in Section 5.2q of the Agreement.

         "Closing" has the meaning set forth in Section 4 of the Agreement.

         "Closing Date" has the meaning set forth in Section 4 of the Agreement.

         "Code"  means the  Internal  Revenue  Code of 1986,  as the same may be
amended from time to time.

         "Company" has the meaning set forth in the recitals to the Agreement.

         "Company Benefit Arrangement" means any Benefit Arrangement the Company
or any Related  Employer  sponsors  or  maintains  or with  respect to which the
Company or any Related  Employer has or may have any current or future liability
(whether actual, contingent, with respect to any of its assets or otherwise), in
each  case  with  respect  to any  present  or former  directors,  officers,  or
employees of or service providers to the Company or any Related Employer.

         "Company's  Knowledge" means the actual knowledge of Milton Grant, Bill
Towe, Drew Pfeiffer, Gary Driespul, Bruce Wilde, John Gardener, and John Glemb.

         "Company's Lenders" means those Persons set forth on Annex 6.

         "Company  Plan" means any Benefit  Plan that the Company or any Related
Employer  maintains or has previously  maintained or to which the Company or any
Related Employer is obligated to make payments or has or may have any liability,
in each case with  respect to any present or former  employees of the Company or
any Related Employer.

         "Contracts"  means all contracts  and  consulting  agreements,  leases,
non-governmental licenses, and other agreements (other than Material Contracts),
whether  written or oral,  to which the  Company is a party or that are  binding
upon the  Company  and relate to or affect the  Business  or  operations  of the
Station as of the date of this Agreement.



                                       54
<PAGE>

         "Consents"  means the  consents,  permits,  or approvals of  government
authorities and other third parties  necessary to lawfully and validly  transfer
the Stock to Purchaser,  to maintain the validity and effectiveness (without any
material default or violation of the terms thereof) of any Material  Contract to
be transferred to Purchaser,  to consummate the Grant II Spin-Off,  or otherwise
to consummate the transactions contemplated by this Agreement.

         "Current  Assets"  means,  as of the  Closing  Date,  the excess of (a)
current assets of the Company  determined in accordance with GAAP,  over, to the
extent  included in (a) above,  (b) the sum of (w) amounts due the Company under
trade  agreements  (x) prepaid  financing  costs related to the  Company's  debt
agreements,  (y) film  contract  rights,  and (z) amounts due from Seller or any
entity controlled by Seller.

         "Current  Liabilities" means, as of the Closing Date, the excess of (a)
the sum of (x) current  liabilities of the Company determined in accordance with
GAAP,  plus (y) the  dollar  value of any  earned  but  unused  vacation  of any
employees of the Company  (other than the Retained  Employees) as of the Closing
Date, over, to the extent included in (a) above, (b) the sum of (w) amounts owed
by the Company under trade agreements,  (x) accrued interest  expense,  (y) film
contracts  payable,  and (z) tax  liabilities  of the Company  arising  from the
consummation of the Grant II Spin-Off  (including,  without  limitation,  as the
result of issuance  of the Note (as  defined in the Grant APA).  Notwithstanding
anything to the contrary contained herein, film contract payables shall not be a
reduction in the  determination  of the  Company's  current  liabilities  to the
extent the Company is not current in its film payment obligations.

         "Deposit Escrow  Agreement" has the meaning set forth in Section 3.1 of
the Agreement.

         "Environment"  means  any  surface  or  subsurface  physical  medium or
natural  resource,  including air, land, soil (surface or  subsurface),  surface
waters, ground waters, wetlands, stream and river sediments, rock and biota.


                                       55
<PAGE>

         "Environmental   Laws"  means  any  federal,   state,   or  local  law,
legislation,  rule,  regulation,  ordinance or code of the United  States or any
subdivision thereof relating to the injury to, or the pollution or protection of
the Environment.

         "Environmental  Liability" means any loss,  liability,  damage, cost or
expense arising under any Environmental Law.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, and all regulations and rules issued thereunder, or any successor law.

         "ERISA  Affiliate"  means any person or entity that,  together with the
entity  referenced,  would be or was at any time  treated  as a single  employer
under Code  Section 414 or ERISA  Section  4001 and any general  partnership  of
which the entity is or has been a general partner.

         "Excluded Assets" has the meaning set forth in Section 2.5.

         "FCC" has the meaning set forth in the recitals to the Agreement.

         "FCC  Application"  means the  application  requesting the approval and
consent of the FCC to the assignment of the FCC Licenses to Grant II.

         "FCC  Licenses"  has the  meaning  set  forth  in the  recitals  of the
Agreement.

         "FCC Rules and  Regulations"  has the meaning set forth in Section 5.2g
of the Agreement.

         "FCC  Sinclair  Application"  shall mean the FCC  Application  filed by
Grant II and New York Television,  Inc. (or such other subsidiary or designee of
Purchaser) pursuant to the Grant II APA.

         "Financial  Statements"  means the audited balance sheet,  statement of
operations and accumulated  deficit,  and statement of cash flow for the Company
for the period ended December 31, 1998, the draft audited  balance sheet,  draft
statement of operations and accumulated deficit and draft statement of cash flow
for the Company for the period ended  December 31, 1999,  and unaudited  balance
sheet for period ending June 30, 2000.



                                       56
<PAGE>

         "GAAP" means generally  accepted  accounting  principles,  consistently
applied.

         "Grant II" means that entity formed by Seller to which the FCC Licenses
and certain other assets as required by the FCC shall be transferred pursuant to
the FCC Applications.

         "Grant II APA" has the meaning set forth in the recitals.

         "Grant II Spin-Off"  means the assignment by the Company to Grant II of
the FCC  Licenses  and the  License  Assets  (as  defined  in the  Grant II APA)
pursuant to the FCC  Application  in  accordance  with the  distribution  of the
membership  interests of Grant II and the Redemption and Contribution  Agreement
attached hereto as Exhibit J.

         "Hazardous    Substances"   means   petroleum,    petroleum   products,
petroleum-derived   substances,   radioactive   materials,   hazardous   wastes,
polychlorinated biphenyls, lead based paint, urea formaldehyde,  asbestos or any
materials  containing  asbestos,  and any materials or  substances  regulated or
defined as or included in the  definition of "hazardous  substances,  "hazardous
materials,"   "hazardous   constituents,"   "toxic  substances,"   "pollutants,"
"contaminants" under any Environmental Laws.

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

         "Indemnification Escrow Agreement" has the meaning set forth in Section
3.1 of the Agreement.

         "Indemnification  Escrow"  has the  meaning set forth in Section 3.1 of
the Agreement.

         "Intellectual  Property" means the trademarks,  trademark registrations
and  applications  therefor,  service  marks,  service  mark  registrations  and
applications  therefor,  copyright  registrations and applications  therefor and
trade names that are owned by the Company.

         "IRS" means the Internal Revenue Service.

         "Leased Real  Property"  means all real  property and all buildings and
other improvements thereon and appurtenant thereto leased or held by the Company
and used in the Business or operations of the Station.

         "License Assets" has the meaning set forth in the recitals.



                                       57
<PAGE>

         "Losses" means any loss, liability, damage, cost or expense (including,
without limitation,  reasonable attorneys' fees and expenses) determined in each
case on an after-tax,  after-insurance coverage basis in accordance with Section
10.3(b) hereof.

         "Material  Adverse Effect" shall mean any  circumstance,  change in, or
effect on the business or the Company  that,  individually  or in the  aggregate
with any other  circumstances,  changes in, or effects  on, the  business or the
Company,  taken as a whole  is,  or could  reasonably  be  expected  to be,  (a)
materially  adverse to the  business,  operations,  prospects,  or the condition
(financial  or  otherwise)  of the  Station  taken  as a  whole,  or  (b)  could
materially  adversely  effect the  ability of the  Purchaser  or the  Company to
operate or conduct the Business in the manner in which it is currently  operated
or conducted.

         "Material  Contract"  means all Contracts  (including any amendments or
modifications thereto),  except: (a) agreements for the cash sale of advertising
time with a term of less than six (6) months,  and (b) agreements  which require
(i) expenditures less than Ten Thousand Dollars ($10,000.00) individually in any
calendar  year,  or  (ii)   expenditures   less  than  Fifty  Thousand   Dollars
($50,000.00) in the aggregate.

         "Multiemployer  Plan" means any Benefit Plan described in ERISA Section
3(37).

         "Net  Financial  Assets"  means,  as of the Closing  Date,  (a) Current
Assets minus (b) Current Liabilities.

         "Owned Real  Property"  means all real  property and all  buildings and
other improvements thereon and appurtenant thereto owned by the Company and used
or useful in the Business or the operations of the Station.

         "Pension  Plan" means any Benefit  Plan  subject to Code Section 412 or
ERISA  Section  302 or  Title  IV  (including  any  Multiemployer  Plan)  or any
comparable plan not covered by ERISA.


                                       58
<PAGE>

         "Permitted  Encumbrances"  means  matters  that  do  not  prohibit  the
continued  existence  and/or continued use (as presently used) or maintenance of
the buildings,  structures or improvements  presently located on the Leased Real
Property. Notwithstanding the foregoing, any matter shown on Schedule 5.2d shall
be considered a Permitted Encumberance.

         "Person"  means a natural  person,  a  governmental  entity,  agency or
representative (at any level of government), a corporation,  partnership,  joint
venture or other entity or association, as the context requires.

         "Phantom Shares" means those interests listed on Annex 3.

         "Phantom Stockholders" means those Persons listed on Annex 3.

         "Phase I Reports" has the meaning set forth in Section 5.2q(iii).

         "Purchase  Price"  has the  meaning  set  forth in  Section  3.1 of the
Agreement.

         "Purchaser" has the meaning set forth in the preamble to the Agreement.

         "Purchaser's  Bring-Down  Certificate"  has the  meaning  set  forth in
Section 11.2 (a) of the Agreement.

         "Purchaser's Knowledge" means the actual knowledge,  after due inquiry,
of the officers of Purchaser.

         "Purchase Order" has the meaning set forth in Section 11.1(k).

         "Purchase Order Amount" has the meaning set forth in Section 11.1(k).

         "Qualified   Plan"  means  any  Benefit  Plan   intended  to  meet  the
requirements of Code Section 401(a), including any already terminated plan.

         "Real Property Interests" means all interest 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 the Company that are used or useful in the Business or operations of the
Station,  together with any additions,  substitutions,  and replacements thereof
and thereto between the date of this Agreement and the Closing Date.



                                       59
<PAGE>

         "Retained Employees" has the meaning set forth in Section 9.8(a).

         "Seller" has the meaning set forth in the preamble to the Agreement.

         "Seller's Bring-Down  Certificate" has the meaning set forth in Section
11.1(a) of this Agreement.

         "Station" has the meaning set forth in the recitals to the Agreement.

         "Stock" has the meaning set forth in the recitals to the Agreement.

         "Stock  Purchase  Warrants"  means  those  warrants  attached  to  this
Agreement as Exhibit F.

         "Tax" or "Taxes" means all taxes, including, but not limited to, income
(whether  net  or  gross),  excise,  property,  sales,  transfer,  gains,  gross
receipts,   occupation,   privilege,   payroll,  wage,  unemployment,   workers'
compensation, social security, occupation, use, value added, franchise, license,
severance,  stamp,  premium,  windfall profits,  environmental  (including taxes
under Code Sec. 59A),  capital  stock,  withholding,  disability,  registration,
alternative  or add-on  minimum,  estimated or other tax of any kind  whatsoever
(whether  disputed or not) imposed by any Tax  Authority,  including any related
charges, fees, interest, penalties, additions to tax or other assessments.

         "Tax Authority" means any federal, national,  foreign, state, municipal
or other local  government,  any  subdivision,  agency,  commission or authority
thereof, or any quasi-governmental body or other authority exercising any taxing
or tax regulatory authority.

         "Tax Liability" means any liability for a Tax.

         "Taxable  Period"  means any taxable  year or any other  period that is
treated as a taxable year with respect to which any Tax may be imposed under any
applicable statute, rule or regulation.


                                       60
<PAGE>

         "Tax  Proceeding"  means  any  audit,   examination,   claim  or  other
administrative or judicial proceeding involving Taxes.

         "Tax Returns" means all returns, reports, forms, estimates, information
returns and statements  (including any related or supporting  information) filed
or to be filed with any Tax  Authority  in  connection  with the  determination,
assessment, collection or administration of any Taxes.

         "Time  Brokerage  Agreement"  means that agreement  attached  hereto as
Exhibit C.

         "Warrant Holders" means those Persons listed on Annex 4.

         "Working  Capital  Shortfall"  has the  meaning  set  forth in  Section
3.2(i).


Source: OneCLE Business Contracts.