ASSET PURCHASE AGREEMENT



                                  BY AND AMONG



                         TUSCALOOSA BROADCASTING, INC.,
                              WPTZ LICENSEE, INC.,
                               WNNE LICENSEE, INC.

                                   AS SELLERS



                                       AND



                        STC BROADCASTING OF VERMONT, INC.

                                    AS BUYER






                          DATED AS OF FEBRUARY 3, 1998


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                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

ARTICLE 1.   DEFINITIONS AND REFERENCES........................................2

ARTICLE 2.   SALE AND PURCHASE OF ASSETS.......................................2
      2.1.   Asset Sale and Purchase of Assets.................................2
               2.1.1.  FCC Licenses............................................3
               2.1.2.  Real and Leased Property Interests......................3
               2.1.3.  Tangible Personal Property..............................3
               2.1.4.  Intellectual Property...................................4
               2.1.5.  Program Contracts.......................................4
               2.1.6.  Trade-out Agreements....................................4
               2.1.7.  Broadcast Time Sales Agreement..........................4
               2.1.8.  Network Affiliation Agreements..........................4
               2.1.9.  Operating Contracts.....................................5
               2.1.10. Vehicles................................................5
               2.1.11. Files and Records.......................................5
               2.1.12. Auxiliary Facilities....................................5
               2.1.13. Permits and Licenses....................................5
               2.1.14. Goodwill................................................5
               2.1.15. Other Assets............................................6
      2.2.   Excluded Assets...................................................6
               2.2.1.  Cash....................................................6
               2.2.2.  Accounts Receivable.....................................6
               2.2.3.  Personal Property Disposed Of...........................6
               2.2.4.  Insurance...............................................6
               2.2.5.  Employee Plans and Assets...............................7
               2.2.6.  Right to Tax Refunds....................................7
               2.2.7.  Certain Books and Records...............................7
               2.2.8.  Third-Party Claims......................................7
               2.2.9.  Rights Under this Agreement and the Heritage Agreement..7
               2.2.10. Names...................................................7
               2.2.11. Deposit and Prepaid Expenses............................7
               2.2.12. WFFF Licenses...........................................7
               2.2.13. Miscellaneous Excluded Assets...........................8
      2.3.   Escrow Deposit....................................................8
      2.4.   Purchase Price....................................................8
      2.5.   Payment of Purchase Price.........................................8
      2.6.   Proration Amount..................................................8



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                          TABLE OF CONTENTS (continued)

                                                                            Page
                                                                            ----
      2.7.   Allocation of Base Purchase Price................................10
      2.8.   Assumption of Liabilities........................................11

ARTICLE 3.   REPRESENTATIONS AND WARRANTIES BY SELLERS........................12
      3.1.   Organization and Standing........................................12
      3.2.   Authorization....................................................12
      3.3.   Compliance with Laws.............................................12
      3.4.   Consents and Approvals; No Conflicts.............................13
      3.5.   Financial Statements; Undisclosed Liabilities....................13
      3.6.   Absence of Certain Changes or Events.............................14
      3.7.   Absence of Litigation............................................14
      3.8.   Assets...........................................................14
      3.9.   FCC Matters......................................................15
      3.10.  Real Property....................................................15
      3.11.  Intellectual Property............................................16
      3.12.  Station Contracts................................................17
      3.13.  Taxes............................................................17
      3.14.  Employee Benefit Plans...........................................18
      3.15.  Labor Relations..................................................20
      3.16.  Environmental Matters............................................21
      3.17.  Insurance........................................................21
      3.18.  Reports..........................................................21

ARTICLE 4.   REPRESENTATIONS AND WARRANTIES BY BUYER..........................22
      4.1.   Organization and Standing........................................22
      4.2.   Authorization....................................................22
      4.3.   Consents and Approvals; No Conflicts.............................22
      4.4.   Availability of Funds............................................23
      4.5.   Qualification of Buyer...........................................23
      4.6.   WARN Act.........................................................24
      4.7.   No Outside Reliance..............................................24
      4.8.   Interpretation of CertainProvisions..............................24

ARTICLE 5.   PRE-CLOSING FILINGS..............................................25
      5.1.   Applications for FCC Consent.....................................25
      5.2.   Hart-Scott-Rodino................................................25
      5.3.   Non-Required Actions.............................................25

ARTICLE 6.   COVENANTS AND AGREEMENTS OF SELLERS..............................25
      6.1.   Negative Covenants...............................................25
               6.1.1.  Dispositions; Mergers..................................26


                                      -ii-

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                          TABLE OF CONTENTS (continued)

                                                                            Page
                                                                            ----

               6.1.2.  Accounting Principles and Practices....................26
               6.1.3.  Trade-out Agreements...................................26
               6.1.4.  Broadcast Time Sales Agreements........................26
               6.1.5.  Network Affiliation Agreements and LMAs................26
               6.1.6.  Additional Agreements..................................26
               6.1.7.  Breaches...............................................27
               6.1.8.  Employee Matters.......................................27
               6.1.9.  Actions Affecting FCC Licenses.........................27
               6.1.10. Programming............................................27
               6.1.11. Encumbrances...........................................28
               6.1.12. Transactions With Affiliates...........................28
      6.2.   Affirmative Covenants............................................28
               6.2.1.  Preserve Existence.....................................28
               6.2.2.  Normal Operations......................................28
               6.2.3.  Maintain FCC Licenses..................................29
               6.2.4.  Network Affiliation....................................29
               6.2.5.  Station Contracts......................................29
               6.2.6.  Taxes..................................................29
               6.2.7.  Access.................................................29
               6.2.8.  Insurance..............................................30
               6.2.9.  Financial Statements...................................30
               6.2.10. Consents...............................................31
               6.2.11. Corporate Action.......................................32
               6.2.12. Environmental Audit....................................32
               6.2.13. Heritage Agreement.....................................32
      6.3.   Confidentiality..................................................32
      6.4.   Heritage Acquisition.............................................33

ARTICLE 7.   COVENANTS AND AGREEMENTS OF BUYER................................33
      7.1.   Confidentiality..................................................33
      7.2.   Corporate Action.................................................34
      7.3.   Access...........................................................34
      7.4.   Collection of Receivables........................................35

ARTICLE 8.   MUTUAL COVENANTS AND UNDERSTANDINGS  OF SELLERS AND BUYER........35
      8.1.   Possession and Control...........................................35
      8.2.   Risk of Loss.....................................................35
      8.3.   Public Announcements.............................................36
      8.4.   Employee Matters.................................................37

                                     -iii-

<PAGE>



      8.5.   Disclosure Schedules.............................................38
      8.6.   Bulk Sales Laws..................................................39
      8.7.   Tax Matters......................................................39
      8.8.   Preservation of Books and Records................................39
      8.9.   TBA Agreement....................................................39

ARTICLE 9.   CONDITIONS PRECEDENT TO  OBLIGATIONS OF BUYER....................40
      9.1.   Closing Under the Heritage Agreement.............................40
      9.2.   Representations and Covenants....................................40
      9.3.   No Transmission Defects..........................................40
      9.4.   Delivery of Documents............................................41
      9.5.   FCC Order........................................................41
      9.6.   Hart-Scott-Rodino................................................41
      9.7.   Legal Proceedings................................................41

ARTICLE 10.  CONDITIONS PRECEDENT TO  OBLIGATION OF SELLERS...................41
      10.1.  Closing Under the Heritage Agreement.............................41
      10.2.  Representations and Covenants....................................42
      10.3.  Delivery by Buyer................................................42
      10.4.  FCC Order........................................................42
      10.5.  Hart-Scott-Rodino................................................42
      10.6.  Legal Proceedings................................................42

ARTICLE 11.  CLOSING; NON-LICENSE TRANSFER....................................43
      11.1.  Closing..........................................................43
      11.2.  Non-License Transfer.............................................44
      11.3.  Time and Place of Non-License Transfer and Closing...............44
      11.4.  Deliveries by Sellers............................................44
               11.4.1. Agreements and Instruments.............................44
               11.4.2. Consents...............................................45
               11.4.3. Certified Resolutions..................................45
               11.4.4. Officers' Certificates.................................45
               11.4.5. Good Standing Certificates.............................45
      11.5.  Deliveries by Buyer..............................................46
               11.5.1. Purchase Price Payment.................................46
               11.5.2. Agreements and Instruments.............................46
               11.5.3. Certified Resolutions..................................46
               11.5.4. Officers' Certificate..................................46

ARTICLE 12. SURVIVAL; INDEMNIFICATION.........................................46

                                      -iv-

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                          TABLE OF CONTENTS (continued)

                                                                            Page
                                                                            ----

      12.1.  Survival of Representations......................................47
      12.2.  Indemnification By Sellers.......................................47
      12.3.  Indemnification By Buyer.........................................47
      12.4.  Limitations on Indemnification...................................48
      12.5.  Conditions of Indemnification....................................49
      12.6.  Cure of Breach...................................................50

ARTICLE 13.  TERMINATION......................................................51
      13.1.  Termination by the Parties.......................................51
      13.2.  Automatic Termination............................................51
      13.3.  Effect ofTermination.............................................51

ARTICLE 14.  REMEDIES.........................................................52
      14.1.  Default by Buyer.................................................52
      14.2.  Liquidated Damages...............................................52
      14.3.  Specific Performance.............................................52

ARTICLE 15.  GENERAL PROVISIONS...............................................53
      15.1.  Additional Actions, Documents and Information....................53
      15.2.  Brokers..........................................................53
      15.3.  Expenses and Taxes...............................................53
      15.4.  Notices..........................................................54
      15.5.  Waiver...........................................................56
      15.6.  Benefit and Assignment...........................................56
      15.7.  Entire Agreement; Amendment......................................56
      15.8.  Severability.....................................................57
      15.9.  Headings.........................................................57
      15.10. Governing Law....................................................57
      15.11. Signature in Counterparts........................................57


                                      -v-

<PAGE>


                                    SCHEDULES

Schedule 2.1.1                 FCC Licenses

Schedule 2.1.2                 Real Property Interests

Schedule 2.1.3                 Tangible Personal Property

Schedule 2.1.5                 Program Contracts

Schedule 2.1.6                 Trade-out Agreements

Schedule 2.1.8                 Network Affiliation Agreements

Schedule 2.1.9                 Operating Contracts

Schedule 2.1.10                Vehicles

Schedule 2.2.13                Excluded Assets

Schedule 3.4                   Consents

Schedule 3.6                   Absence of Certain Changes or Events

Schedule 3.7                   Litigation

Schedule 3.8                   Encumbrances on Assets

Schedule 3.9                   FCC Matters

Schedule 3.14                  Employee Benefit Plans

Schedule 3.15                  Employee Matters

Schedule 3.16                  Environmental Matters

Schedule 3.17                  Insurance

Schedule 4.5.1                 Buyer Stations

Schedule I                     License Assets


                                      -vi-
<PAGE>



                                    EXHIBITS



           EXHIBIT A              Form of Bill of Sale and Assignment of Assets

           EXHIBIT B              Form of Assignment of FCC Licenses

           EXHIBIT C              Form of Assignment of Contracts and Leases

           EXHIBIT D              Form of Assumption Agreement

           EXHIBIT E              Form of TBA Agreement

                                     -vii-

<PAGE>



                            ASSET PURCHASE AGREEMENT



         THIS ASSET PURCHASE  AGREEMENT (this "Agreement") is entered into as of
this 3rd day of February,  1998, by and among STC BROADCASTING OF VERMONT, INC.,
a Delaware  corporation  ("Buyer"),  TUSCALOOSA  BROADCASTING,  INC., a Maryland
corporation  ("Tuscaloosa"),  WPTZ LICENSEE, INC., a Maryland corporation ("WPTZ
Licensee"),  and WNNE LICENSEE,  INC., a Maryland  corporation ("WNNE Licensee")
(Tuscaloosa, WPTZ Licensee and WNNE Licensee,  collectively,  the "Sellers" and,
individually a "Seller").

         WHEREAS,  pursuant to an Asset Purchase  Agreement dated as of July 16,
1997 (the "Heritage Agreement"),  by and among Sinclair Broadcast Group, Inc., a
Maryland corporation  ("Sinclair") and certain indirect subsidiaries of Heritage
Media Corporation,  a Delaware corporation ("HMC"),  Sinclair has agreed to buy,
and such  subsidiaries have agreed to sell,  certain  broadcast  stations owned,
controlled or operated by such subsidiaries,  including (i) television broadcast
station WPTZ-TV,  Channel 5, North Pole, New York ("WPTZ");  (ii) certain assets
and rights  relating  to  television  broadcast  station  WFFF-TV,  Channel  44,
Burlington,  Vermont ("WFFF");  and (iii) television  broadcast station WNNE-TV,
Channel 31, Hartford,  Vermont ("WNNE") (WPTZ, WFFF and WNNE each, individually,
a  "Station"  and,  collectively,  the  "Stations")  (such  subsidiaries  of HMC
transferring  assets related to the Stations pursuant to the Heritage  Agreement
are referred to herein as the "Heritage Subsidiaries");

         WHEREAS, each Seller is a wholly-owned indirect subsidiary of Sinclair,
and Sinclair has assigned to Sellers  Sinclair's rights to acquire the Stations,
subject  to and in  accordance  with the terms and  conditions  of the  Heritage
Agreement;

         WHEREAS,  pursuant  to a  Transfer  Agreement  dated as of May 2, 1997,
among William G. Evans (the  "Trustee"),  HMC, The News Corporation  Limited,  a
South  Australia   corporation  and  Heritage  Media  Services,   Inc.,  a  Iowa
corporation  and  wholly-owned  subsidiary of HMC ("HMSI"),  on August 20, 1997,
HMSI transferred to the Trustee to hold in trust for the benefit of HMSI, all of
the outstanding capital stock of HMI Broadcasting Corp., a Delaware  corporation
and owner of all of the outstanding capital stock of the Heritage Subsidiaries;

         WHEREAS, pursuant to a guaranty given as of the date hereof by Sinclair
to Buyer,  Sinclair has guaranteed to Buyer the prompt and complete  performance
of the  obligations of Sellers arising under this Agreement and the other Seller
Documents;



<PAGE>



         WHEREAS,   Buyer  is  a   wholly-owned   indirect   subsidiary  of  STC
Broadcasting, Inc., a Delaware corporation ("STC");

         WHEREAS,  pursuant to a guaranty  given as of the date hereof by STC to
Sellers,  STC has  guaranteed to Sellers the prompt and complete  performance of
the  obligations  of Buyer  arising  under this  Agreement  and the other  Buyer
Documents;

         WHEREAS,  the parties  hereto  desire to enter into this  Agreement  to
provide for the sale,  assignment and transfer by Sellers to Buyer of the assets
of the Stations, all subject to the terms described in this Agreement; and

         WHEREAS,  upon the satisfaction of certain conditions set forth herein,
the parties  desire to enter into operating  agreements  pursuant to which Buyer
will  commence   operating  the  Stations,   subject  to  compliance   with  all
requirements of the FCC.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants and agreements  hereinafter set forth, the parties hereto hereby agree
as follows:


                                   ARTICLE 1.
                           DEFINITIONS AND REFERENCES

         Capitalized  terms  used  herein  without  definition  shall  have  the
respective meanings assigned thereto in Annex I attached hereto and incorporated
herein  for all  purposes  of this  Agreement  (such  definitions  to be equally
applicable to both the singular and plural forms of the terms  defined).  Unless
otherwise  specified,  all references  herein to "Articles" or "Sections" are to
Articles or Sections of this Agreement.


                                   ARTICLE 2.
                           SALE AND PURCHASE OF ASSETS


     2.1. ASSET SALE AND PURCHASE OF ASSETS.

         Subject to the terms and  conditions  hereof and in  reliance  upon the
representations, warranties and agreements contained herein, Sellers shall sell,
assign, transfer, convey and deliver to Buyer free and clear of any Encumbrances
other than Permitted  Encumbrances,  and Buyer shall purchase,  acquire, pay for
and accept from  Sellers,  all right,  title and  interest of Sellers in, to and
under all real, personal and mixed assets, rights, benefits and privileges, both
tangible and


                                       -2-

<PAGE>



intangible,  owned,  leased,  used or useful by Sellers in  connection  with the
business  and  operations  of the Stations  (collectively,  the  "Assets");  but
excluding the Excluded Assets described in Section 2.2.

         The Assets shall  include,  without  limitation,  all right,  title and
interest of Sellers in, to and under the following:

         2.1.1. FCC LICENSES.

                   All licenses,  permits and other authorizations issued by the
FCC to any Seller or any Heritage  Subsidiary  for the operation of the Stations
(the "FCC  Licenses"),  including  without  limitation  those listed in Schedule
2.1.1, and all applications therefor, together with any renewals,  extensions or
modifications thereof and additions thereto.

         2.1.2. REAL AND LEASED PROPERTY INTERESTS.

                   (a) All the real property owned by any Seller or any Heritage
Subsidiary including, without limitation, all land, fee interests, easements and
other  interests  of every kind and  description  in real  property,  buildings,
structures, fixtures, appurtenances, towers and antennae, and other improvements
thereon  owned by any  Seller  or any  Heritage  Subsidiary  used or  useful  in
connection with the business and operations of the Stations  ("Real  Property"),
including, without limitation, all of those items listed in Schedule 2.1.2.

                   (b) All the real property  leasehold  interests of any Seller
or any Heritage Subsidiary including,  without limitation,  leases and subleases
of any land, easements and other real property leasehold interests of every kind
and   description   in   real   property,   buildings,   structures,   fixtures,
appurtenances, towers and antennae, and other improvements thereon leased by any
Seller or any Heritage Subsidiary in connection with the business and operations
of the Stations ("Leased Property"), including, without limitation, all of those
items listed in Schedule 2.1.2.

         2.1.3. TANGIBLE PERSONAL PROPERTY.

                   All  of  the  furniture,  fixtures,  furnishings,  machinery,
computers,  equipment,  inventory,  spare parts, supplies,  office materials and
other tangible property of every kind and description  owned,  leased or used by
any Seller or any  Heritage  Subsidiary  in  connection  with the  business  and
operations of the Stations, together with any replacements thereof and additions
thereto made before the Closing Date, and less any  retirements or  dispositions
thereof  made  before  the  Closing  Date in the  Ordinary  Course of  Business,
including,  without limitation, those items which have a book value in excess of
Five Thousand Dollars ($5,000),


                                       -3-

<PAGE>



all of  which  as of the  date  of the  Heritage  Agreement  are set  forth  and
identified in Schedule 2.1.3.

         2.1.4. INTELLECTUAL PROPERTY.

                   All of the service marks, copyrights, franchises, trademarks,
trade names,  jingles,  slogans,  logotypes and other similar  intangible assets
maintained,  owned,  leased or used by any Seller or any Heritage  Subsidiary in
connection  with the business and operations of the Stations  (including any and
all applications,  registrations, extensions and renewals relating thereto) (the
"Intellectual  Property"),  and  all  of the  rights,  benefits  and  privileges
associated  therewith including,  without limitation,  the right to use the call
letters for the Stations.

         2.1.5. PROGRAM CONTRACTS.

                   The program  licenses and contracts under which any Seller or
Heritage  Subsidiary  is  authorized  to  broadcast  programs  on  the  Stations
(collectively the "Program Contracts")  including,  without limitation,  (a) all
program (cash and non-cash) licenses and contracts listed on Schedule 2.1.5, and
(b) any other such program  contracts  that are entered into between the date of
this  Agreement  and the  Closing  Date in  accordance  with  the  terms of this
Agreement.

         2.1.6. TRADE-OUT AGREEMENTS.

                   All contracts and agreements  (excluding  Program  Contracts)
pursuant to which any Seller or Heritage Subsidiary has sold, traded or bartered
commercial  air  time on the  Stations  in  consideration  for any  property  or
services  in  lieu  of or in  addition  to cash  (collectively,  the  "Trade-out
Agreements")  including,  without limitation,  those set forth and identified in
Schedule 2.1.6.

         2.1.7. BROADCAST TIME SALES AGREEMENT.

                   All contracts and agreements  pursuant to which any Seller or
Heritage  Subsidiary  has  sold  commercial  air time on the  Stations  for cash
(collectively the "Time Sales Agreements").

         2.1.8. NETWORK AFFILIATION AGREEMENTS.

                   All network affiliation  agreements or other contracts of the
Stations  with any  television  broadcast  network  (collectively,  the "Network
Agreements") including, without limitation, those listed on Schedule 2.1.8.

                                       -4-

<PAGE>



         2.1.9. OPERATING CONTRACTS.

                   All other operating  contracts and agreements relating to the
business or operations of the  Stations,  all material such  contracts as of the
date of the  Heritage  Agreement  being  listed on  Schedule  2.1.9  (including,
without limitation, any LMA, all employment agreements and talent contracts, all
leases and subleases relating to the Leased Property, all agreements relating to
any  motor  vehicles,  and all  national  and local  advertising  representation
agreements  for the Stations),  together with all contracts and agreements  that
are entered into between the date of the Heritage Agreement and the Closing Date
in accordance  with the terms of this  Agreement  (collectively,  the "Operating
Contracts" and together with the Program Contracts,  Trade-out Agreements,  Time
Sales Agreements and the Network Agreements, the "Station Contracts").

         2.1.10. VEHICLES.

                   All  automotive  equipment  and  motor  vehicles  maintained,
owned,  leased or  otherwise  used by any Seller or any Heritage  Subsidiary  in
connection with the business and operations of the Stations,  including, without
limitation, those set forth and described in Schedule 2.1.10.

         2.1.11. FILES AND RECORDS.

                   All  engineering,  business  and other books,  papers,  logs,
files and records pertaining to the business and operations of the Stations, but
not the organizational documents and records described in Section 2.2.7.

         2.1.12. AUXILIARY FACILITIES.

                   All   translators,   earth  stations,   and  other  auxiliary
facilities,  and all  applications  therefor owned,  leased or otherwise used or
useful by any Seller or any Heritage  Subsidiary in connection with the business
and operations of the Stations.

         2.1.13. PERMITS AND LICENSES.

                   All permits,  approvals,  orders,  authorizations,  consents,
licenses, certificates,  franchises,  exemptions of, or filings or registrations
with,  any  court  or  Governmental  Authority  (other  than  the  FCC)  in  any
jurisdiction,  which  have  been  issued or  granted  to or are owned or used or
useful by any Seller or any Heritage  Subsidiary in connection with the business
and operations of the Stations and all pending applications therefor.

                                       -5-

<PAGE>



         2.1.14. GOODWILL.

                   The business of the Stations as a "going  concern",  customer
relationships and goodwill.

         2.1.15. OTHER ASSETS.

                   All other real, personal and mixed assets,  rights,  benefits
and privileges,  both tangible and intangible,  acquired by Sellers  pursuant to
the Heritage Agreement that are owned, leased, used or useful in connection with
the business and operations of the Stations.


     2.2. EXCLUDED ASSETS.

         Notwithstanding anything to the contrary in this Agreement, there shall
be excluded from the Assets and retained by Sellers,  to the extent in existence
as of the Closing  Date,  the  following  assets  (collectively,  the  "Excluded
Assets").

         2.2.1. CASH.

                   All cash, cash  equivalents or deposits held by Sellers,  all
interest  payable in connection with any such cash, cash equivalents or deposits
or short term  investments,  bank  balances and rights in and to bank  accounts,
marketable and other securities of Sellers.

         2.2.2. ACCOUNTS RECEIVABLE.

                   All  Accounts  Receivable  arising  out of the  business  and
operations of the Stations.

         2.2.3. PERSONAL PROPERTY DISPOSED OF.

                   All tangible personal property disposed of or consumed in the
Ordinary Course of Business as permitted by this Agreement.

         2.2.4. INSURANCE.

                   All contracts of insurance  and all  insurance  plans and the
assets thereof.

         2.2.5. EMPLOYEE PLANS AND ASSETS.

                   All  Plans,  Benefit  Arrangements  (except  for any  Station
Contracts, Proration Items or other matters which are specifically assumed by

                                       -6-

<PAGE>



Buyer pursuant to the terms hereof),  Qualified  Plans and Welfare Plans and the
assets thereof.

         2.2.6. RIGHT TO TAX REFUNDS.

                   Any  and  all  claims  of  Sellers  with  respect  to any Tax
refunds.

         2.2.7. CERTAIN BOOKS AND RECORDS.

                   All of each Seller's (a) organizational documents,  corporate
books and records  (including  minute books and stock ledgers and records),  and
originals  of account  books of original  entry,  (b)  duplicated  copies of any
books,  records,  accounts,  checks,  payment  records,  Tax records  (including
payroll,  unemployment,  real estate and other Tax  records)  and other  similar
books,  records and  information  relating  to such  Seller's  operation  of the
business of the Stations prior to the Closing Date,  (c) records  prepared by or
on behalf of such Seller in connection  with the sale of the  Stations,  and (d)
records and documents relating to any Excluded Assets.

         2.2.8. THIRD-PARTY CLAIMS.

                   All rights and claims of Sellers whether  mature,  contingent
or  otherwise,  against  third  parties  relating to the Assets or the Stations,
whether in tort, contract, or otherwise.

         2.2.9. RIGHTS UNDER THIS AGREEMENT AND THE HERITAGE AGREEMENT.

                   All rights of Sellers under or pursuant to this Agreement and
the Heritage  Agreement or any other rights in favor of Sellers  pursuant to the
other agreements contemplated hereby or thereby.

         2.2.10. NAMES.

                   All rights to the names  "Sinclair  Broadcasting",  "Heritage
Broadcasting"  and  "Heritage  Media" and any logo or variation  thereof and the
goodwill associated therewith.

         2.2.11. DEPOSIT AND PREPAID EXPENSES.

                   All  deposits  and prepaid  expenses  of  Sellers,  provided,
however,  any  deposit  and  prepaid  expenses  shall be  included in the Assets
conveyed  pursuant  hereto  to the  extent  that any  Seller  receives  a credit
therefor in the calculation of the Proration Amount pursuant to Section 2.6.

                                       -7-

<PAGE>



         2.2.12. WFFF LICENSES.

                   All licenses,  permits and other authorizations issued by the
FCC for the operation of WFFF (all of such licenses,  permits and authorizations
being issued to Champlain Valley Telecasting).

         2.2.13. MISCELLANEOUS EXCLUDED ASSETS.

                   The assets listed and identified on Schedule 2.2.13.


     2.3. ESCROW DEPOSIT.

         For and in partial  consideration of the execution and delivery of this
Agreement,  simultaneously  with the execution  and delivery of this  Agreement,
Buyer is  depositing  in  escrow  with the  Deposit  Escrow  Agent an  original,
irrevocable  letter of credit (the "Letter of Credit") issued for the benefit of
Sellers and the Deposit  Escrow Agent by The Chase  Manhattan Bank for an amount
equal  to  SEVEN  MILLION  TWO  HUNDRED  THOUSAND  DOLLARS   ($7,200,000)   (the
"Deposit"),  such Letter of Credit to be held in  accordance  with the terms and
conditions of the Deposit  Escrow  Agreement.  Buyer and Sellers shall cause the
Letter of Credit to be returned to Buyer on the Transfer Date.


     2.4. PURCHASE PRICE.

         For and in  consideration  of the  conveyances  and  assignments of the
Assets  described herein and in addition to the assumption of Liabilities as set
forth in Section  2.8,  Buyer  agrees to pay to Sellers,  and  Sellers  agree to
accept from Buyer, an amount equal to SEVENTY TWO MILLION DOLLARS  ($72,000,000)
(the "Base  Purchase  Price"),  plus or minus (as the case may be) the Proration
Amount (collectively, the "Purchase Price").


     2.5. PAYMENT OF PURCHASE PRICE.

         2.5.1.  At the  Non-License  Transfer  pursuant to Section 11.2,  Buyer
shall pay to Sellers  by wire  transfer  of  immediately  available  funds to an
account  which will be identified by Sellers not less than two (2) days prior to
the  Non-License  Transfer  Date,  an amount  equal to SEVENTY  MILLION  DOLLARS
($70,000,000) of the Base Purchase Price (plus or minus, as the case may be, the
Proration Amount).

         2.5.2.  The  Purchase  Price  (less any  amounts  paid to  Sellers at a
Non-License  Transfer)  shall be  payable  to  Sellers  at the  Closing  by wire
transfer of

                                       -8-

<PAGE>



immediately  available  federal  funds to an account which will be identified by
Sellers not less than two (2) days prior to the Closing Date.


     2.6. PRORATION AMOUNT.

         2.6.1. At least five (5) days prior to the Transfer Date, Sellers shall
make a good  faith  estimate  of the  adjustments  to the  Base  Purchase  Price
customary in television  broadcast station transactions for Proration Items (the
"Proration Amount") to reflect that all Proration Items of the Stations shall be
apportioned  between  Buyer and Sellers in accordance  with the  principle  that
Sellers shall receive the benefit of all revenues, refunds, deposits (other than
deposits for Program  Contracts  which shall be prorated based on the percentage
of the term  that the film or  program  was  aired on the  Stations  before  the
Transfer Date and the percentage available to be aired on and after the Transfer
Date) and prepaid expenses, and shall be responsible for all expenses, costs and
liabilities  allocable to the conduct of the  businesses  or  operations  of the
Stations for the period prior to the Transfer  Date, and Buyer shall receive the
benefit of all revenues,  refunds,  deposits and prepaid expenses,  and shall be
responsible for all expenses,  costs and liabilities allocable to the conduct of
the  businesses or operations of the Stations from and after the Transfer  Date;
provided,  however,  that there  shall be no  adjustment  or  proration  for any
negative or positive  net trade  balance  except to the extent that the negative
trade  balance  (i.e.,  the amount by which the value of goods or services to be
received is less than the value of any advertising time remaining to be run) for
any Station  exceeds Fifty Thousand  Dollars  ($50,000) as of the Transfer Date;
provided,  further,  that  if  there  shall  be  a  Non-License  Transfer,  then
prorations  and  adjustments  for Proration  Items related to the License Assets
shall  be  made   pursuant  to  this  Section  2.6  as  of  the  Closing   Date.
Determinations  pursuant to this Section 2.6.1 shall be made in accordance  with
generally accepted  accounting  principles  consistently  applied for the period
prior to the Non-License Transfer Date or the Closing Date, as applicable.

         2.6.2  Within  ninety (90) days after the  Transfer  Date,  Buyer shall
deliver  to  Sellers  in writing  and in  reasonable  detail a good faith  final
determination of the Proration  Amount  determined as of the Transfer Date under
Section 2.6.1 ("Final Proration  Amount").  Sellers shall assist Buyer in making
such  determination,  and Buyer shall provide Sellers with reasonable  access to
the  properties,  books and records  relating to the Stations for the purpose of
determining the Final Proration  Amount.  Sellers shall have the right to review
the computations  and workpapers used in connection with Buyer's  preparation of
the Final  Proration  Amount.  If Sellers  disagree with the amount of the Final
Proration Amount  determined by Buyer,  Sellers shall so notify Buyer in writing
within  thirty  (30) days after the date of receipt of Buyer's  Final  Proration
Amount, specifying in detail any point of disagreement;  provided, however, that
if Sellers fail to notify

                                       -9-

<PAGE>



Buyer in writing of  Sellers'  disagreement  within such thirty (30) day period,
Buyer's  determination of the Final Proration Amount shall be final,  conclusive
and  binding  on  Sellers  and  Buyer.  After  the  receipt  of  any  notice  of
disagreement,  Buyer and Sellers  shall  negotiate  in good faith to resolve any
disagreements  regarding the Final Proration  Amount.  If any such  disagreement
cannot be resolved by Sellers and Buyer within  thirty (30) days after Buyer has
received  notice from Sellers of the existence of such  disagreement,  Buyer and
Sellers  shall  jointly  select  a  nationally  recognized   independent  public
accounting firm (the "Accounting Firm"), to review Buyer's  determination of the
Final  Proration  Amount  and to  resolve  as soon as  possible  all  points  of
disagreement  raised by Sellers.  All determinations made by the Accounting Firm
with  respect  to the Final  Proration  Amount  shall be final,  conclusive  and
binding on Buyer and  Sellers.  The fees and  expenses  of the  Accounting  Firm
incurred in connection with any such  determination  shall be shared one-half by
Buyer and one-half by Sellers.

                   If the Final Proration Amount is such that Buyer's payment of
the Proration  Amount was an underpayment to Sellers,  then Buyer shall pay such
underpayment  amount to Sellers in cash,  within two (2) business days following
the final  determination of the Final Proration  Amount.  If the Final Proration
Amount is such that Buyer's  payment of the Proration  Amount was an overpayment
to Sellers,  then  Sellers  shall pay such  overpayment  amount to Buyer in cash
within two (2) business  days  following  the final  determination  of the Final
Proration  Amount.  Any amounts paid  pursuant to this Section 2.6.2 shall be by
wire transfer of  immediately  available  funds for credit to the recipient at a
bank account identified by such recipient in writing.

                   Buyer and  Sellers  agree that prior to the date of the final
determination  of the Final Proration A mount pursuant to this Section 2.6.2 (by
the  Accounting  Firm or  otherwise),  neither  party will  destroy  any records
pertaining to, or necessary for, the final  determination of the Final Proration
Amount.

                   Each Seller hereby appoints Sinclair as its  attorney-in-fact
with power and  authority to act for and on behalf of each Seller in  connection
with all matters arising under this Section 2.6. Buyer shall be entitled to rely
on such appointment and treat Sinclair as the duly appointed attorney-in-fact of
each Seller.


     2.7. ALLOCATION OF BASE PURCHASE PRICE.

         Each party hereto represents,  warrants, covenants and agrees with each
other party hereto that the Base  Purchase  Price shall be  allocated  among the
classes of Assets for each  Station as agreed by the parties  within  sixty (60)
days after the date hereof; provided, however, that if the parties are unable to
agree on such  allocation  within such sixty (60) day  period,  each party shall
have the right to


                                      -10-

<PAGE>



allocate   the  classes  of  Assets  for  each   Station   based  upon  its  own
determination. The parties agree, pursuant to Section 1060 of the Code, that the
Base Purchase Price shall be allocated in accordance  with this Section 2.7, and
that all Tax returns and reports shall be filed consistent with such allocation.
The  parties  acknowledge  and agree that the payment of the  Purchase  Price as
contemplated  herein does not reflect the allocation among the classes of Assets
for each Station as determined pursuant to this Section 2.7. Notwithstanding any
other  provision of this  Agreement,  the  provisions  of this Section 2.7 shall
survive the Closing Date without limitation.


     2.8. ASSUMPTION OF LIABILITIES.

         2.8.1. At the Non-License  Transfer,  Buyer shall assume, pay, perform,
discharge  and  indemnify  and hold  Sellers  harmless  from and against (a) all
Liabilities arising out of events occurring on or after the Non-License Transfer
Date related to the businesses or operations of the Stations by Buyer or Buyer's
ownership of the Non-License Assets, (b) all Liabilities arising on or after the
Non-License  Transfer  Date  under the  Station  Contracts  (including,  without
limitation,   Trade-out   Agreements)   pursuant  to  their  terms  (except  for
Liabilities  for any breaches  thereunder by any Seller  occurring  prior to the
Non-License  Transfer  Date),  (c) all Liabilities for which there is a downward
adjustment to the Base Purchase Price in connection  with the calculation of the
Proration  Amount,  and (d) all  Liabilities  to employees of the Stations to be
assumed by Buyer in accordance with Section 8.4 hereof.

         2.8.2. To the extent not assumed by Buyer at the Non-License  Transfer,
at the Closing,  Buyer shall assume,  pay, perform,  discharge and indemnify and
hold Sellers harmless from and against (a) all Liabilities arising out of events
occurring on or after the Closing Date related to the  businesses  or operations
of the Stations or Buyer's ownership of the Assets, (b) all Liabilities  arising
out of events  occurring  on or after the Closing  Date with  respect to the FCC
Licenses,  (c) all  Liabilities  arising on or after the Closing  Date under the
Station Contracts (including, without limitation, Trade-out Agreements) pursuant
to their terms (except for Liabilities for any breaches thereunder by any Seller
occurring  prior to the Closing Date),  (d) all Liabilities for which there is a
downward   adjustment  to  the  Base  Purchase  Price  in  connection  with  the
calculation of the Proration Amount, and (e) all Liabilities to employees of the
Stations to be assumed by Buyer in accordance with Section 8.4 hereof.

         2.8.3.  Except  for the  Assumed  Liabilities,  Buyer  assumes no other
Liabilities  of any  kind or  description  including,  without  limitation,  any
obligations under or pursuant to the Heritage Agreement.

                                      -11-

<PAGE>



                                   ARTICLE 3.
                    REPRESENTATIONS AND WARRANTIES BY SELLERS

         Each Seller,  jointly and severally with the other Sellers,  represents
and warrants to Buyer as follows:


     3.1. ORGANIZATION AND STANDING.

         Each Seller is duly  organized,  validly  existing and in good standing
under  the laws of the state of its  organization  and will at  Closing  be duly
qualified to do business and is in good standing in any jurisdiction  where such
qualification is necessary in order to consummate the transactions  contemplated
under this Agreement,  except for those jurisdictions where the failure to be so
qualified would not,  individually or in the aggregate,  have a Material Adverse
Effect.  Prior to the Transfer Date,  each Seller will have the corporate  power
and  authority to own,  lease and  otherwise  to hold and operate such  Seller's
Assets,  and to carry on the  business of the  Stations as now  conducted.  Each
Seller has the corporate power and authority to enter into and perform the terms
of this Agreement, the other Seller Documents and the transactions  contemplated
hereby and thereby.


     3.2. AUTHORIZATION.

         The  execution,  delivery and  performance of this Agreement and of the
other  Seller  Documents  to which it is a party,  and the  consummation  of the
transactions  contemplated  hereby  and  thereby  have  been  duly  and  validly
authorized  by all  necessary  corporate  action (none of which actions has been
modified or  rescinded  and all of which  actions are in full force and effect).
This Agreement and the Deposit Escrow Agreement  constitute,  and upon execution
and delivery each other Seller Document to which it is a party will  constitute,
valid and binding agreements and obligations of each Seller, enforceable against
it in accordance with their respective terms,  except as the same may be limited
by bankruptcy, insolvency, reorganization,  moratorium and other similar laws of
general  applicability  relating to or affecting creditors' rights generally and
by the application of general principles of equity.


     3.3. COMPLIANCE WITH LAWS.

         To the knowledge of Sellers and the Heritage Subsidiaries,  Sellers and
the Heritage Subsidiaries are in material compliance with all Laws applicable to
the Assets and to the  business and  operations  of the  Stations.  The Heritage
Subsidiaries  have  obtained and hold (and Sellers will obtain and hold prior to
the Transfer Date) all material  permits,  licenses and approvals (none of which
has been  modified or  rescinded  and all of which are in full force and effect)
from all

                                      -12-

<PAGE>



Governmental  Authorities  necessary in order to conduct the  operations  of the
Stations as presently conducted.


     3.4. CONSENTS AND APPROVALS; NO CONFLICTS.

         3.4.1.   The  execution  and  delivery  of  this  Agreement,   and  the
performance of the transactions contemplated herein by Sellers, will not require
any  consent,  approval,  authorization  or other  action by, or filing  with or
notification to, any Person or Governmental  Authority,  except as follows:  (a)
filings required under Hart-Scott-Rodino,  (b) consents to the assignment of the
FCC  Licenses to Buyer by the FCC,  (c)  filings,  if any,  with respect to real
estate transfer taxes, (d) filings with the Securities and Exchange  Commission,
and (e) certain of the Station  Contracts  may be assigned only with the consent
of third parties, as specified in Schedule 3.4.

         3.4.2.  Assuming  all  consents,  approvals,  authorizations  and other
actions  described  in Section  3.4.1 have been  obtained  and all  filings  and
notifications described in Section 3.4.1 have been made, the execution, delivery
and performance of this Agreement and the other Seller  Documents by each Seller
do not and will not (a) conflict with or violate in any material respect any Law
applicable to such Seller,  the Assets or Stations or by which any of the Assets
or Stations is subject or affected, (b) conflict with or result in any breach of
or  constitute a default (or an event which with notice or lapse of time or both
would become a default) of any Station  Contract or other material  agreement to
which such Seller is a party or by which such Seller is bound or to which any of
the Assets or Stations is subject or affected, (c) result in the creation of any
Encumbrance upon the Assets, or (d) conflict with or violate the  organizational
documents of such Seller.


     3.5. FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES.

         3.5.1.  Seller has provided to Buyer an unaudited  balance sheet of the
Stations  as of  December  31,  1997 (the  "Balance  Sheet"),  and an  unaudited
statement  of income and  operating  cash flows for the  Stations for the twelve
(12) month period ending December 31, 1997. The financial statements referred to
in this Section 3.5.1 (a) present fairly in all material  respects the financial
condition  of the  Stations  as of the date and the  results of  operations  and
operating  cash flows for the period  indicated,  and (b) have been  prepared in
accordance with generally accepted accounting principles applied on a consistent
basis (except that the financial statements referred to in this Section 3.5.1 do
not contain all footnotes and cash flow information from investing and financing
activities  required  under  generally  accepted  accounting  principles and are
subject to customary year-end adjustments).

                                      -13-

<PAGE>



         3.5.2.  There exist no  Liabilities  of the  Stations  relating  to, or
arising out of, the  business  or  operations  of the  Stations,  contingent  or
absolute, matured or unmatured, known or unknown, except (a) as reflected on the
Balance Sheet and (b) for Liabilities  that (i) were incurred after December 31,
1997 (the "Current  Balance Sheet Date") in the Ordinary Course of Business,  or
(ii) were not required to be reflected on the Balance Sheet in  accordance  with
generally accepted accounting principles applied on a consistent basis.


     3.6. ABSENCE OF CERTAIN CHANGES OR EVENTS.

         Except as set forth and  described in Schedule  3.6,  since the Current
Balance Sheet Date, there has been no Material Adverse Effect. Since the Current
Balance  Sheet Date,  the  business of the  Stations  has been  conducted in the
Ordinary Course of Business,  and neither any Seller nor any Heritage Subsidiary
has (a) incurred any  extraordinary  loss of, or injury to, any of the Assets as
the result of any fire, explosion, flood, windstorm,  earthquake, labor trouble,
riot,  accident,  act of God or public enemy or armed forces, or other casualty;
(b) incurred,  or become subject to, any Liability,  except current  Liabilities
incurred in the Ordinary  Course of Business;  (c)  discharged  or satisfied any
Encumbrance or paid any Liability  other than current  Liabilities  shown in the
Balance Sheet, current Liabilities incurred since the Current Balance Sheet Date
in  the  Ordinary  Course  of  Business,  and  Liabilities  (including,  without
limitation,  partial and complete  prepayments) arising under any credit or loan
agreement  between  any  Seller  and its  lenders;  (d)  mortgaged,  pledged  or
subjected  to  any   Encumbrance   any  of  the  Assets  (except  for  Permitted
Encumbrances);  (e) made any  material  change in any  method of  accounting  or
accounting practice; (f) sold, leased,  assigned or otherwise transferred any of
the material  Assets  other than  obsolete  Assets  which have been  replaced by
suitable  replacements;  (g) made  any  material  increase  in  compensation  or
benefits  payable to any employee other than in the Ordinary Course of Business;
or (h) made any agreement to do any of the foregoing.


     3.7. ABSENCE OF LITIGATION.

         Except as set forth on  Schedule  3.7,  as of the date of the  Heritage
Agreement, there is no material or, to the knowledge of Sellers and the Heritage
Subsidiaries,   immaterial  action,  suit,  investigation,  claim,  arbitration,
litigation or similar proceeding,  nor any order, decree or judgment pending or,
to the knowledge of Sellers and the Heritage  Subsidiaries,  threatened  against
any  Seller,  any  Heritage  Subsidiary,  the  Assets  or  Stations  before  any
Governmental Authority.

                                      -14-

<PAGE>



     3.8. ASSETS.

         Except for the Excluded Assets, the Assets include all of the assets or
property used or useful in the businesses of the Stations as presently  operated
and all of the  assets or  property  acquired  by  Sellers  under  the  Heritage
Agreement.  Except for leased or licensed Assets, the Heritage  Subsidiaries are
(and  Sellers  will be prior to the  Transfer  Date) the owner of, and have (and
Sellers will have prior to the Transfer Date) good title to, the Assets free and
clear of any Encumbrances, except for Permitted Encumbrances (including, without
limitation,  those items set forth on Schedule 3.8). At the Non-License Transfer
and the Closing,  Buyer shall  acquire  good title to, and all right,  title and
interest in and to the Assets being transferred at the Non-License  Transfer and
the Closing,  respectively,  free and clear of all Encumbrances,  except for the
Permitted Encumbrances.


     3.9. FCC MATTERS.

         The  Heritage  Subsidiaries  hold (and  Sellers  will hold prior to the
Transfer Date) the FCC Licenses  listed as held by the Heritage  Subsidiaries on
Schedule 2.1.1.  Such FCC Licenses  constitute all of the licenses,  permits and
authorizations from the FCC which have been issued to the Heritage  Subsidiaries
or the  Sellers  that  are  required  for the  business  and  operations  of the
Stations.  Except as set forth on Schedule  3.9, such FCC Licenses are valid and
in full  force  and  effect  through  the dates  set  forth on  Schedule  2.1.1,
unimpaired by any condition, other than as set forth in the FCC Licenses. Except
as set forth on Schedule  3.9, no  application,  action or proceeding is pending
for the renewal or  modification  of any of the FCC  Licenses,  and,  except for
actions or proceedings  affecting  television  broadcast stations generally,  no
application,  complaint, action or proceeding is pending or, to the knowledge of
Sellers and the Heritage Subsidiaries, threatened that may result in the (a) the
revocation, modification,  non-renewal or suspension of any of the FCC Licenses,
or (b) the issuance of a cease-and-desist order. Except as set forth in Schedule
3.9, no Seller or Heritage Subsidiary has knowledge of any facts,  conditions or
events  relating to any Seller,  any Heritage  Subsidiary  or the Stations  that
would  reasonably  be expected to cause the FCC to revoke any FCC License or not
to grant any pending applications for renewal of the FCC Licenses or to deny the
assignment  of the FCC  Licenses  to a qualified  Buyer as provided  for in this
Agreement.


     3.10. REAL PROPERTY.

         3.10.1. The Heritage  Subsidiaries have (and Sellers will have prior to
the  Transfer  Date) good and  marketable  fee simple  title to all fee  estates
included in the Real  Property and good title to all other owned Real  Property,
in  each  case  free  and  clear  of  all  Encumbrances,  except  for  Permitted
Encumbrances.


                                      -15-

<PAGE>



         3.10.2. The Heritage  Subsidiaries have (and Sellers will have prior to
the Transfer Date) a valid  leasehold  interest in all Leased Property listed as
leased by the Heritage Subsidiaries or Sellers in Schedule 2.1.2. Schedule 2.1.2
lists all leases and subleases  pursuant to which any of the Leased  Property is
leased by the Heritage  Subsidiaries and Sellers in connection with the business
and operations of the Stations.  The Heritage Subsidiaries are (and Sellers will
be prior to the Transfer  Date) the owner and holder of all the Leased  Property
purported  to be  granted  by such  leases  and  subleases.  Each such lease and
sublease  is  valid  as to the  lessee  and  sublessee  thereunder  and,  to the
knowledge of Sellers and the Heritage Subsidiaries,  valid as to any other party
thereto,  and is in full force and effect and, to the  knowledge  of Sellers and
the Heritage Subsidiaries, constitutes a legal and binding obligation of, and is
legally  enforceable  against the lessee or sublessee  thereunder and each other
party thereto and grants the leasehold interest it purports to grant,  including
any  rights to  nondisturbance  and  peaceful  and quiet  enjoyment  that may be
contained  therein.  The lessees and  sublessees  are,  and to the  knowledge of
Sellers and the Heritage  Subsidiaries  all other  parties are, in compliance in
all material respects with the provisions of such leases and subleases.

         3.10.3.  The Real Property and the Leased  Property  listed in Schedule
2.1.2  constitute all of the real property  owned,  leased or used by Sellers or
the Heritage  Subsidiaries  in the business and operations of the Stations which
is material to the business and operations of the Stations.

         3.10.4.  No portion of the Real  Property or any  building,  structure,
fixture  or  improvement  thereon  is  the  subject  of,  or  affected  by,  any
condemnation,  eminent  domain  or  inverse  condemnation  proceeding  currently
instituted  or  pending  or,  to the  knowledge  of  Sellers  and  the  Heritage
Subsidiaries,   threatened.  To  the  knowledge  of  Sellers  and  the  Heritage
Subsidiaries  and to the extent that such  documents  are in the  possession  of
Sellers or a Heritage Subsidiary,  Sellers have delivered to Buyer true, correct
and complete copies of the following documents with respect to the Real Property
and Leased  Property:  (a) deeds,  by which the current owner has received a fee
interest in any of the Real Property; (b) leases for all of the Leased Property;
(c) title  insurance  policies or commitments;  (d) surveys;  and (e) inspection
reports or other  instruments or reports,  including,  without  limitation,  any
phase I or  phase  II  environmental  reports  or  other  similar  environmental
reports,  surveys or  assessments  (including  any and all  amendments and other
modifications of such instruments).


     3.11. INTELLECTUAL PROPERTY.

         The Heritage  Subsidiaries  possess (and Sellers will possess  prior to
the  Transfer  Date)  adequate  rights,   licenses  and  authority  to  use  all
Intellectual  Property  necessary  to conduct the  business  of the  Stations as
presently conducted.

                                      -16-

<PAGE>



The  Heritage  Subsidiaries  have (and  Sellers  will have prior to the Transfer
Date) good title to all Intellectual  Property that the Heritage Subsidiaries or
Sellers own in connection with the business and operations of the Stations, free
and clear of any Encumbrances,  except for Permitted  Encumbrances.  No Heritage
Subsidiary is (and no Seller will be as of the Transfer  Date)  obligated to pay
any royalty or other fees to anyone with respect to the  Intellectual  Property.
Neither  Seller nor any Heritage  Subsidiary  has received any written notice to
the effect that any service  rendered by any Seller or any  Heritage  Subsidiary
relating to the business of the Stations may infringe, or that any Seller or any
Heritage Subsidiary is otherwise infringing,  on any Intellectual Property right
or other legally protectable right of another. No director,  officer or employee
of any Seller or any Heritage  Subsidiary  has any interest in any  Intellectual
Property.


     3.12. STATION CONTRACTS.

         Complete  and  correct  copies of the  Station  Contracts  set forth in
Schedules 2.1.5, 2.1.6, 2.1.8 and 2.1.9 (which schedules,  to Sellers' knowledge
are and which have been  represented  to Sellers  by the  Heritage  Subsidiaries
making such  representations  to be, true and correct in all material  respects)
have been made  available to Buyer and (a) each such material  Station  Contract
and,  to the  knowledge  of Sellers  and the  Heritage  Subsidiaries,  each such
immaterial  Station  Contract,  is in full force and effect  and  constitutes  a
legal,  valid and binding obligation of the owner of the Station that is a party
thereto, and, to the knowledge of Sellers and the Heritage Subsidiaries, of each
other  party  thereto;  (b) no owner of a Station is in breach or default in any
material respect of the terms of any Station Contract;  (c) none of the material
rights of the owner of a Station under any such Station Contract will be subject
to termination, nor will a default occur, as a result of the consummation of the
transactions  contemplated  hereby,  except to the extent that failure to obtain
the prior consent to  assignment  thereof of any party thereto shall or could be
interpreted  to constitute a termination or  modification  of or a default under
any such Station Contract;  and (d) to the knowledge of Sellers and the Heritage
Subsidiaries,  no other  party to any such  Station  Contract  is in  breach  or
default in any material respect of the terms thereunder.


     3.13. TAXES.

         The Heritage Subsidiaries have (or, in the case of returns becoming due
after  the  date  hereof  and on or  before  the  Transfer  Date,  the  Heritage
Subsidiaries  or Sellers  will have prior to the  Transfer  Date) duly filed all
material  Seller  Tax  Returns  required  to be filed by them on or  before  the
Transfer Date with respect to all material  applicable Taxes. In the case of any
Seller Tax Returns  which  receive an extension  for their date of filing,  such
Seller Tax Returns will be considered due on, and not considered  required to be
filed before, the extended due


                                      -17-

<PAGE>


date. To the knowledge of Sellers and the Heritage Subsidiaries,  all Seller Tax
Returns are (or, in the case of returns  becoming  due after the date hereof and
on or before the  Transfer  Date,  will be) true and  complete  in all  material
respects.  The Heritage  Subsidiaries or Sellers have: (a) paid all Taxes due to
any  Governmental  Authority  as  indicated  on the Seller Tax  Returns;  or (b)
established  (or,  in the case of amounts  becoming  due after the date  hereof,
prior  to the  Transfer  Date  will  have  established)  adequate  reserves  (in
conformity with generally accepted accounting  principles  consistently applied)
for the payment of such Taxes.

     3.14. EMPLOYEE BENEFIT PLANS.

         3.14.1.   Schedule  3.14  lists  all  Plans  and  Benefit  Arrangements
(exclusive of severance  arrangements and retention agreements) maintained by or
contributed  to for the benefit of the employees of the Stations  (collectively,
the  "Benefit  Plans").  Each  Benefit  Plan has  been  maintained  in  material
compliance with its terms and with ERISA, the Code and other applicable Laws.

         3.14.2.  Schedule  3.14  sets  forth  a  list  of all  Qualified  Plans
maintained  by or  contributed  to  for  the  benefit  of the  employees  of the
Stations.  All such Qualified Plans and any related trust  agreements or annuity
agreements  (or any other  funding  document)  have been  maintained in material
compliance  with  ERISA  and  the  Code  (including,   without  limitation,  the
requirements for tax qualification described in Section 401 thereof), other than
any   Multiemployer   Plan.  To  the  knowledge  of  Sellers  and  the  Heritage
Subsidiaries,  any trusts  established  under such Plans are exempt from federal
income taxes under Section 501(a) of the Code.

         3.14.3.  Schedule  3.14 lists all  funded  Welfare  Plans that  provide
benefits to current or former employees of the Stations or their  beneficiaries.
To the  knowledge of Sellers,  the funding under each such Welfare Plan does not
exceed and has not exceeded the limitations  under Sections  419A(b) and 419A(c)
of the Code.  To the  knowledge  of Sellers and the  Heritage  Subsidiaries,  no
Seller  Party is subject to  taxation on the income of any such  Welfare  Plan's
welfare  benefit  fund (as such term is defined  in Section  419(e) of the Code)
under Section 419A(g) of the Code.

         3.14.4. There are no post-retirement  medical,  life insurance or other
benefits  promised,  provided or otherwise  due now or in the future to current,
former or retired employees of the Stations.

         3.14.5.  To the  knowledge  of Sellers and the  Heritage  Subsidiaries,
except as set forth in  Schedule  3.14,  the  Seller  Parties  have (a) filed or
caused to be filed all returns  and reports on the Plans that they are  required
to file and (b) paid

                                      -18-

<PAGE>



or made adequate  provision for all fees,  interest,  penalties,  assessments or
deficiencies  that have  become  due  pursuant  to those  returns  or reports or
pursuant to any  assessment or  adjustment  that has been made relating to those
returns or reports. All other fees, interest, penalties and assessments that are
payable by or for the Seller Parties have been timely  reported,  fully paid and
discharged.  There are no unpaid fees,  penalties,  interest or assessments  due
from any  Seller  Party or from any  other  person  that are or could  become an
Encumbrance  on any of the  Assets  or  could  otherwise  adversely  affect  the
businesses  of the Stations or the Assets.  To the  knowledge of Sellers and the
Heritage Subsidiaries, the Seller Parties have collected or withheld all amounts
that are  required  to be  collected  or  withheld  by them to  discharge  their
obligations,  and  all of  those  amounts  have  been  paid  to the  appropriate
Governmental  Authority or set aside in appropriate  accounts for future payment
when due.  Sellers  have  furnished  to Buyer  true and  complete  copies of all
documents setting forth the terms and funding of each Plan.

         3.14.6.  Except as set forth in Schedule 3.14, neither any Seller Party
nor any ERISA Affiliate has ever sponsored or maintained,  had any obligation to
sponsor or maintain,  or had any liability  (whether actual or contingent,  with
respect to any of its assets or  otherwise)  with respect to any Plan subject to
Section 302 of ERISA or Section 412 of the Code or Title IV of ERISA  (including
any Multiemployer Plan). Neither any Seller Party nor any ERISA Affiliate (since
January 1, 1989) has  terminated  or withdrawn  from or sought a funding  waiver
with respect to any plan  subject to Title IV of ERISA,  and no facts exist that
could reasonably be expected to cause such actions in the future; no accumulated
funding  deficiency  (as defined in Code  Section  412),  whether or not waived,
exists with respect to any such plan; no  reportable  event (as defined in ERISA
Section  4043) has occurred with respect to any such plan (other than events for
which  reporting is waived);  all costs of any such plans have been provided for
on  the  basis  of  consistent   methods  in  accordance  with  sound  actuarial
assumptions  and  practices,  and the assets of each such  plan,  as of its last
valuation date, exceeded its "Benefit  Liabilities" (as defined in ERISA Section
4001(a)(16));  and,  since the last  valuation  date for each such plan, no such
plan has been amended or changed to increase the amounts of benefits  thereunder
and, to the knowledge of Sellers and the Heritage  Subsidiaries,  there has been
no event that would  reduce the excess of assets over benefit  liabilities;  and
except as set forth in Schedule  3.14,  neither  any Seller  Party nor any ERISA
Affiliate  has ever  made or been  obligated  to  make,  or  reimbursed  or been
obligated to reimburse another employer for,  contributions to any Multiemployer
Plan.

         3.14.7.  No claims or  lawsuits  are pending  or, to the  knowledge  of
Sellers and the Heritage  Subsidiaries,  threatened by, against,  or relating to
any Benefit Plan. To the knowledge of Sellers and the Heritage Subsidiaries, the
Benefit Plans are not presently under audit or examination (nor has notice been

                                      -19-

<PAGE>



received of a potential  audit or  examination)  by the IRS, the  Department  of
Labor,  or any other  governmental  agency or entity and no matters  are pending
with  respect  to any  Qualified  Plan  under  the  IRS's  Voluntary  Compliance
Resolution program, its Closing Agreement Program, or other similar programs.

         3.14.8.  With respect to each Plan,  there has  occurred no  non-exempt
"prohibited  transaction"  (within the  meaning of Section  4975 of the Code) or
transaction  prohibited by Section 406 of ERISA or breach of any fiduciary  duty
described  in Section  404 of ERISA that  would,  if  successful,  result in any
liability for any of the Seller Parties.

         3.14.9. No Seller Party has any liability (whether actual,  contingent,
with  respect to any of its Assets or  otherwise)  with  respect to any employee
benefit plan that is not a Benefit Plan (exclusive of severance arrangements and
retention  agreements) or with respect to any employee benefit plan sponsored or
maintained  (or which has been or should have been  sponsored or  maintained) by
any ERISA Affiliate.

         3.14.10.  All group  health  plans of the Seller  Parties and the ERISA
Affiliates  covering any current or former  employees of the Stations  have been
operated in material compliance with the requirements of Sections 4980B (and its
predecessor) and 5000 of the Code, and the Seller Parties have provided, or will
have provided  before the Transfer  Date, to  individuals  entitled  thereto all
required  notices and  coverage  pursuant to Section  4980B with  respect to any
"qualifying  event" (as defined  therein)  occurring  before or on the  Transfer
Date.


     3.15. LABOR RELATIONS.

         Sellers have made  available  to Buyer a true and complete  list of all
employees of the Heritage  Subsidiaries  and Sellers  engaged in the business or
operations  of the Stations as of the date set forth on the list,  together with
such  employee's  position,  salary  and date of hire.  Schedule  3.15 lists all
written employment contracts with any such employees and all written agreements,
plans, arrangements, commitments and understandings pursuant to which any of the
Seller Parties have severance  obligations or retention obligations with respect
to such employees. No labor union or other collective bargaining unit represents
or,  to the  knowledge  of  Sellers  and the  Heritage  Subsidiaries,  claims to
represent,  any of the  employees of the  Stations.  There are no strikes,  work
stoppages,   grievance   proceedings,   union  organization  efforts,  or  other
controversies  pending  between any Seller or any  Heritage  Subsidiary  and any
union or  collective  bargaining  unit  representing  (or, to the  knowledge  of
Sellers and the Heritage  Subsidiaries,  claiming to represent) any employees of
the  Stations.  The  Heritage  Subsidiaries  are (and  Sellers will be as of the
Transfer Date) in compliance with all Laws

                                      -20-

<PAGE>



relating to the  employment of employees of the Stations or the workplace of the
Stations,  including,  without limitation,  provisions relating to wages, hours,
collective bargaining,  safety and health, work authorization,  equal employment
opportunity,  immigration  and the  withholding  of income  taxes,  unemployment
compensation,  worker's  compensation,  employee  privacy  and right to know and
social security contributions, except for any noncompliance which would not have
a  Material  Adverse  Effect.  There  are no  collective  bargaining  agreements
relating to the Stations or the business and operations thereof.


     3.16. ENVIRONMENTAL MATTERS.

         3.16.1.  Except as set forth in  Schedule  3.16,  to the  knowledge  of
Sellers and the Heritage Subsidiaries (which knowledge is based on the items set
forth on Schedule 3.16),  the Heritage  Subsidiaries are (and Sellers will be as
of the Transfer Date) in material compliance with, and the Real Property and all
improvements thereon are in material compliance with, all Environmental Laws.

         3.16.2.  Except as set forth in Schedule 3.16, there are no pending or,
to the knowledge of Sellers and the Heritage  Subsidiaries,  threatened actions,
suits,  claims,  or other legal proceedings based on (and neither any Seller nor
any  of the  Heritage  Subsidiaries  has  received  any  written  notice  of any
complaint,  order,  directive,  citation,  notice of  responsibility,  notice of
potential responsibility, or information request from any Governmental Authority
arising out of or attributable to): (a) the current or past presence at any part
of the Real Property of Hazardous Materials;  (b) the current or past release or
threatened  release  into the  environment  from the Real  Property  (including,
without limitation, into any storm drain, sewer, septic system or publicly owned
treatment  works) of any  Hazardous  Materials;  (c) the  off-site  disposal  of
Hazardous  Materials  originating  on or from the Real Property or the Assets or
businesses  of the  Stations;  (d) any facility  operations or procedures of the
Stations which do not conform to requirements of the Environmental  Laws; or (e)
any violation of  Environmental  Laws at any part of the Real  Property  arising
from activities of the Stations involving Hazardous Materials.  To the knowledge
of Sellers and the Heritage  Subsidiaries,  the Heritage  Subsidiaries have been
(and Sellers will have been prior to the Transfer Date) duly issued all material
permits,  licenses,  certificates and approvals required under any Environmental
Law.


     3.17. INSURANCE.

         Schedule  3.17  contains a true and complete  list and brief summary of
all policies of title,  property,  fire,  casualty,  liability,  life, workmen's
compensation,  libel and  slander,  and  other  forms of  insurance  of any kind
relating to the Assets or the business and operations of the Stations.  All such
policies: (a) are in full force

                                      -21-

<PAGE>



and effect;  (b) are sufficient for compliance in all material respects with all
requirements of Law and of all material agreements to which any Station owner is
a party; and (c) to the knowledge of Sellers and the Heritage Subsidiaries,  are
valid,  outstanding,  and  enforceable  policies and the policy holder is not in
default in any material respect thereunder.


     3.18. REPORTS.

         All  material  returns,  reports and  statements  that the Stations are
currently  required  to file with the FCC or any  governmental  agency have been
timely filed, and all reporting  requirements of the FCC and other  governmental
authorities having  jurisdiction  thereof have been complied with by Sellers and
the Heritage Subsidiaries in all material respects. All of such reports, returns
and  statements are complete and correct in all material  respects as filed.  To
the knowledge of Sellers and the Heritage  Subsidiaries,  all documents required
by the FCC to be  deposited  by the owners of the Stations in their public files
(as  defined  in the rules and  regulations  of the FCC)  during  the  period of
operation  of the Stations by the  Heritage  Subsidiaries  and Sellers have been
deposited therein.


                                   ARTICLE 4.
                     REPRESENTATIONS AND WARRANTIES BY BUYER

         Buyer represents, warrants and covenants to Sellers as follows:


     4.1. ORGANIZATION AND STANDING.

         Buyer is a corporation  duly  organized,  validly  existing and in good
standing  under the laws of the State of Delaware and by the Transfer  Date will
be duly  qualified to do business as a foreign  corporation  in the State of New
York and the State of Vermont.  Buyer has the full corporate power and corporate
authority  to enter into and perform the terms of this  Agreement  and the other
Buyer  Documents  and to carry  out the  transactions  contemplated  hereby  and
thereby.


     4.2. AUTHORIZATION.

         The  execution,  delivery and  performance of this Agreement and of the
other Buyer Documents,  and the  consummation of the  transactions  contemplated
hereby and  thereby,  have been duly and  validly  authorized  by all  necessary
actions of Buyer (none of which  actions has been  modified or rescinded and all
of which actions are in full force and effect).  This  Agreement and the Deposit
Escrow  Agreement  constitute,  and upon  execution and delivery each such other
Buyer Document will constitute, a valid and binding agreement and

                                      -22-

<PAGE>



obligation of Buyer, enforceable against Buyer in accordance with its respective
terms,   except  as  the  same  may  be  limited  by   bankruptcy,   insolvency,
reorganization,  moratorium  and other  similar  laws of  general  applicability
relating to or affecting  creditors'  rights generally and by the application of
general principles of equity.


     4.3. CONSENTS AND APPROVALS; NO CONFLICTS.

         4.3.1.   The  execution  and  delivery  of  this  Agreement,   and  the
performance of the transactions  contemplated  herein by Buyer, will not require
any  consent,  approval,  authorization  or other  action by, or filing  with or
notification to, any Person or Governmental  Authority,  except as follows:  (a)
filings required under Hart-Scott-Rodino, (b) approvals of the assignment of the
FCC  Licenses to Buyer by the FCC,  (c)  filings,  if any,  with respect to real
estate  transfer  taxes  and  (d)  filings  with  the  Securities  and  Exchange
Commission.

         4.3.2.  Assuming  all  consents,  approvals,  authorizations  and other
actions  described  in Section  4.3.1 have been  obtained  and all  filings  and
notifications described in Section 4.3.1 have been made, the execution, delivery
and  performance of this Agreement and the other Buyer Documents by Buyer do not
and will not (a) conflict with or violate any material Law  applicable to Buyer,
(b)  conflict  with or result in any breach of or  constitute  a default  (or an
event which with notice or lapse of time or both would  become a default) of any
material  contract or material  agreement  to which Buyer is a party or by which
Buyer is bound, or (c) conflict with or violate the organizational  documents of
Buyer.


     4.4. AVAILABILITY OF FUNDS.

         Buyer will have  available  on the  Non-License  Transfer  Date and the
Closing  Date  sufficient  funds to enable  it to  consummate  the  transactions
contemplated hereby.


     4.5. QUALIFICATION OF BUYER.

         4.5.1.  Except as  disclosed in Schedule  4.5.1,  Buyer is, and pending
Closing will remain  legally,  financially  and  otherwise  qualified  under the
Communications Act and all rules, regulations and policies of the FCC to acquire
and  operate  the  Stations.  There  are no facts  or  proceedings  which  would
reasonably  be expected to  disqualify  Buyer  under the  Communications  Act or
otherwise from acquiring or operating any of the Stations or would cause the FCC
not to approve the assignment of the FCC Licenses to Buyer.  Except as disclosed
in Schedule 4.5.1,  Buyer has no knowledge of any fact or circumstance  relating
to

                                      -23-

<PAGE>



Buyer or any of Buyer's  Affiliates  that would  reasonably  be  expected to (a)
cause the filing of any  objection  to the  assignment  of the FCC  Licenses  to
Buyer,  or (b) lead to a delay in the processing by the FCC of the  applications
for such assignment.  Except for existing waivers pertaining to the Stations, no
waiver of any FCC rule or policy is  necessary  to be obtained  for the grant of
the  applications  for the  assignment  of the FCC  Licenses to Buyer,  nor will
processing  pursuant  to any  exception  or rule  of  general  applicability  be
requested or required in connection with the  consummation  of the  transactions
herein.

         4.5.2.  As of the date hereof and through the later to occur of the HSR
Filing and the filing of the FCC  Applications,  except as set forth on Schedule
4.5.1,  neither Buyer nor any Affiliate of Buyer (a) owns,  controls or operates
any  television  or radio  station  located in the  Burlington  DMA; (b) has any
direct or indirect interest,  including,  without limitation,  any equity, debt,
security or any other  financial  interest,  whether or not  "attributable"  (as
defined in the rules and regulations of the FCC), or management interest, in (i)
any  television  or radio  station  located in the  Burlington  DMA, or (ii) any
applicant seeking to construct or acquire,  by assignment of license or transfer
of control,  any such television or radio station (an "Applicant");  or (c) is a
party to any TBA with a television  or radio station  located in the  Burlington
DMA,  or  with  any   Applicant.   Buyer   acknowledges   and  agrees  that  the
representations  set forth in this  Section  4.5.2  shall take into  account and
include (a) the  consummation of any proposed or pending  acquisition (as of the
date  hereof and  through the later to occur of the HSR Filing and the filing of
the FCC Applications) of television or radio stations (including the acquisition
of the  Stations) by Buyer or any Affiliate of Buyer or any  Applicant,  and (b)
any TBA or  proposed or pending TBA (as of the date hereof and through the later
to occur of the HSR  Filing  and the  filing of the FCC  Applications)  to which
Buyer or any Affiliate of Buyer is or may become a party.


     4.6. WARN ACT.

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


     4.7. NO OUTSIDE RELIANCE.

         Buyer  has  not   relied  and  is  not   relying   on  any   statement,
representation  or warranty not made in this  Agreement,  any Schedule hereto or
any  certificate  to be  delivered to Buyer at the  Non-License  Transfer or the
Closing  pursuant to this Agreement.  Buyer is not relying on any projections or
other  predictions  contained  or  referred  to in  materials  (other  than  the
Schedules) that

                                      -24-

<PAGE>



have been or may hereafter be provided to Buyer or any of its Affiliates, agents
or  representatives,  and Sellers make no  representations  or  warranties  with
respect to any such projections or other predictions.


     4.8. INTERPRETATION OF CERTAIN PROVISIONS.

         Buyer has not relied and is not  relying  on the  specification  of any
dollar amount in any  representation  or warranty made in this  Agreement or any
Schedule hereto to indicate that such amounts,  or higher or lower amounts,  are
or are not  material,  and  agrees not to assert in any  dispute or  controversy
between the parties hereto that  specification  of such amounts  indicates or is
evidence  as to  whether  or not any  obligation,  item or  matter  is or is not
material  for  purposes  of this  Agreement  and the  transactions  contemplated
hereby.


                                   ARTICLE 5.
                               PRE-CLOSING FILINGS


     5.1. APPLICATIONS FOR FCC CONSENT.

         Within  five  (5)  business  days   following  the  execution  of  this
Agreement,  Sellers and Buyer (or any permitted  assignee of Buyer under Section
15.6.1) shall jointly file applications for the Stations with the FCC requesting
consent to the  assignment  of the FCC Licenses for the Stations from Sellers to
Buyer (the "FCC Applications"). Sellers and Buyer will diligently take, or fully
cooperate  in the taking of, all  necessary  and proper  steps,  and provide any
additional  information  reasonably  requested  in order to obtain  promptly the
requested consents and approvals of the FCC Applications by the FCC.


     5.2. HART-SCOTT-RODINO.

         Within  five  (5)  business  days   following  the  execution  of  this
Agreement,  Sellers  and Buyer  shall  complete  any filing that may be required
pursuant to  Hart-Scott-Rodino  (each an "HSR Filing").  Sellers and Buyer shall
diligently  take, or fully  cooperate in the taking of, all necessary and proper
steps, and provide any additional  information  reasonably requested in order to
comply with, the requirements of Hart-Scott-Rodino.


     5.3. NON-REQUIRED ACTIONS.

         Neither  Buyer nor any  Seller  shall have any  obligation  to take any
steps pursuant to Section 5.1 or Section 5.2 which would be reasonably  expected
to

                                      -25-

<PAGE>



result in the  incurrence of a material  cost or other  liability or which would
require the  divestiture  of any  business or assets of any party  hereto or any
Affiliate thereof.


                                   ARTICLE 6.
                       COVENANTS AND AGREEMENTS OF SELLERS

         Each Seller covenants and agrees with Buyer as follows:


     6.1. NEGATIVE COVENANTS.

         Pending and prior to the  Non-License  Transfer and the  Closing,  such
Seller will not,  and will use its  commercially  reasonable  efforts to enforce
such rights under the Heritage Agreement to cause the Heritage  Subsidiaries not
to,  without  the prior  written  consent of Buyer  (which  consent  will not be
unreasonably  withheld,  delayed or  conditioned,  except in the case of matters
referred to in Sections 6.1.6(b), 6.1.7, 6.1.9 and 6.1.11, with respect to which
Buyer's  consent  may be withheld in its sole and  absolute  discretion),  do or
agree to do any of the  following  insofar as such  actions  (or failure to act)
relate to the Stations:

         6.1.1. DISPOSITIONS; MERGERS.

                   Sell,  assign,  lease or otherwise transfer or dispose of any
of the Assets other than at substantially  fair market value and in the Ordinary
Course of  Business;  or merge or  consolidate  with or into any other entity or
enter into any contracts or agreements relating thereto.

         6.1.2. ACCOUNTING PRINCIPLES AND PRACTICES.

                   Change or modify any  accounting  principles  or practices or
any method of applying such principles or practices.

         6.1.3. TRADE-OUT AGREEMENTS.

                   Enter  into or renew any  Trade-out  Agreement  that would be
binding on Buyer after the Non-License Transfer Date or the Closing Date, except
in the Ordinary Course of Business and which requires the provision of broadcast
time  having a value of less than (a)  Twenty-Five  Thousand  Dollars  ($25,000)
individually,  and (b) together  with  existing  Trade-out  Agreements  still in
effect as of the Non-License  Transfer Date or the Closing Date, as the case may
be, Two Hundred  Fifty  Thousand  Dollars  ($250,000) in the aggregate as of the
Non-License Transfer Date or the Closing Date, as the case may be.

                                      -26-

<PAGE>



         6.1.4. BROADCAST TIME SALES AGREEMENTS.

                   Enter  into or renew any Time Sales  Agreement  except in the
Ordinary  Course of Business  and which are for cash at  prevailing  rates for a
term not exceeding twelve (12) months.

         6.1.5. NETWORK AFFILIATION AGREEMENTS AND LMAS.

                   Except for the TBA Agreement,  acquire or enter into or renew
any LMA or network affiliation agreement.

         6.1.6. ADDITIONAL AGREEMENTS.

                   (a)  Acquire  or enter  into any new  Station  Contracts  not
referred to in Sections 6.1.3,  6.1.4 or 6.1.5 above, or renew,  extend,  amend,
alter,  modify or otherwise change any existing Station Contract,  except in the
Ordinary Course of Business (collectively,  "Additional Agreements");  provided,
however,  such  Seller  shall  not,  and shall use its  commercially  reasonably
efforts to cause each Seller Party not to,  enter into (a) any Program  Contract
for any Station  which will be binding on Buyer after the  Non-License  Transfer
Date or the Closing Date, or (b) any other Station Contract  requiring  payments
by a Seller  Party  under  each  Station  Contract  in excess of Fifty  Thousand
Dollars  ($50,000).  For purposes of clause (a) above, each Seller  acknowledges
that it shall not be  unreasonable  for Buyer to withhold its consent to approve
of any  Program  Contract  where  Buyer,  acting in good  faith,  has  reason to
conclude that it can acquire such programming on better terms.

                   (b) From and after the Sellers'  acquisition  of the Stations
from the Heritage  Subsidiaries,  Sellers  shall not,  without the prior written
consent  of Buyer,  acquire  or enter into any new  Station  Contract  or renew,
extend,  amend, alter, modify or otherwise change any existing Station Contract,
which in any case  requires  payments by a Seller  Party under any such  Station
Contract in excess of Twenty-Five Thousand Dollars ($25,000).

         6.1.7. BREACHES.

                   Do or omit to do any act which will  cause a material  breach
of any Station Contract.

         6.1.8. EMPLOYEE MATTERS.

                   Enter into or become subject to any employment, labor, union,
or professional service contract not terminable at will, or any bonus,  pension,
insurance, profit sharing, incentive, deferred compensation, severance pay,

                                      -27-

<PAGE>



retirement,  hospitalization,  employee  benefit,  or  other  similar  plan;  or
increase the compensation  payable or to become payable to any employee,  or pay
or arrange  to pay any bonus  payment to any  employee,  except in the  Ordinary
Course of Business.

         6.1.9. ACTIONS AFFECTING FCC LICENSES.

                   Take  any  action  which  may   jeopardize  the  validity  or
enforceability of or rights under the FCC Licenses.

         6.1.10. PROGRAMMING.

                   Program or  broadcast  any  Program  Contract  or  syndicated
program, except in the Ordinary Course of Business.

         6.1.11. ENCUMBRANCES.

                   Create,  assume or permit to exist any Encumbrances  upon any
of the Assets except for Permitted  Encumbrances and  Encumbrances  that will be
discharged prior to or on the Transfer Date.

         6.1.12. TRANSACTIONS WITH AFFILIATES.

                   Enter into any  transaction  with any  Affiliate  of a Seller
Party that will be binding upon Buyer, the Assets or any Station on or after the
Non-License  Transfer  Date or the Closing  Date,  except for  transactions  not
otherwise  prohibited  by this  Section 6.1 and  transactions  between and among
Stations  operating in the same DMA in the Ordinary Course of Business,  in each
case on arm's length terms.


     6.2. AFFIRMATIVE COVENANTS.

         Pending and prior to the  Non-License  Transfer and the  Closing,  each
Seller will, and will use its  commercially  reasonable  efforts to enforce such
rights under the Heritage  Agreement to cause the Heritage  Subsidiaries to take
the following actions insofar as such actions relate to the Stations:

         6.2.1. PRESERVE EXISTENCE.

                   Preserve its corporate  existence  and business  organization
intact,   maintain  its  existing  franchises  and  licenses,  use  commercially
reasonable  efforts to preserve for Buyer the relationships of the Stations with
suppliers, customers, employees and others with whom the Stations have business

                                      -28-

<PAGE>



relationships,  and  keep  all of the  Assets  substantially  in  their  present
condition, ordinary wear and tear excepted.

         6.2.2. NORMAL OPERATIONS.

                   Subject  to  the  terms  and  conditions  of  this  Agreement
(including, without limitation, Section 6.1) and the TBA Agreement, (a) carry on
the  businesses and activities of the Stations,  including  without  limitation,
promotional  activities,  the sale of  advertising  time,  entering  into  other
contracts and agreements,  or purchasing and scheduling of  programming,  in the
Ordinary Course of Business;  (b) pay or otherwise satisfy all obligations (cash
and  barter) of the  Stations  in the  Ordinary  Course of  Business;  provided,
however,  each Seller shall cause to be brought  current as of the Transfer Date
all payments  that are due and payable  under  Program  Contracts as  originally
contracted;  (c) maintain books of account,  records,  and files with respect to
the business and operations of the Stations in substantially  the same manner as
heretofore;  and (d) maintain the Assets in customary  repair,  maintenance  and
condition,  except to the extent of normal wear and tear, and repair or replace,
consistently with the Ordinary Course of Business, any Asset that may be damaged
or destroyed;  notwithstanding the foregoing,  Buyer acknowledges that no Seller
shall be  obligated  to spend any funds on capital  expenditures  after the date
hereof,  except for the repair or  replacement  of Assets that may be damaged or
destroyed.

         6.2.3. MAINTAIN FCC LICENSES.

                   Maintain the validity of the FCC Licenses,  and comply in all
material  respects with all  requirements  of the FCC Licenses and the rules and
regulations of the FCC.

         6.2.4. NETWORK AFFILIATION.

                   Use commercially reasonable efforts to maintain in full force
and effect the present network affiliation  agreements for the Stations (and any
and all modifications and renewals thereof).

         6.2.5. STATION CONTRACTS.

                   Pay  and  perform  obligations  in  the  Ordinary  Course  of
Business under the Station  Contracts and under any Additional  Agreements  that
shall be  entered  into  pursuant  to  Section  6.1.6,  in  accordance  with the
respective terms and conditions of such Station Contracts and in accordance with
the TBA Agreement.

                                      -29-

<PAGE>



         6.2.6. TAXES.

                   Pay or discharge all Taxes when due and payable.

         6.2.7. ACCESS.

                   Subject to the  cooperation  of the Trustee and the  Heritage
Subsidiaries, cause to be afforded to representatives of Buyer reasonable access
during normal business hours to offices, properties,  assets, books and records,
contracts  and  reports  of the  Stations,  as  Buyer  shall  from  time to time
reasonably request; provided, however, that (a) such investigation shall only be
upon  reasonable  notice and shall not  unreasonably  disrupt the  personnel  or
operations of any Seller Party or the Stations,  and (b) under no  circumstances
shall  any  Seller  Party  be  required  to  provide  access  to  Buyer  or  any
representative   of  Buyer  (i)  any   information   or  materials   subject  to
confidentiality  agreements with third parties required to be kept  confidential
by applicable  Laws, or (ii) any privileged  attorney-client  communications  or
attorney  work  product.  All requests  for access to the  offices,  properties,
assets,  books and records,  contracts and reports of the Stations shall be made
to such  representatives  as Sellers  shall  designate in writing,  who shall be
solely  responsible for  coordinating all such requests and all access permitted
hereunder.   Buyer   acknowledges   and  agrees  that  neither   Buyer  nor  its
representatives  shall  contact  any of  the  employees,  customers,  suppliers,
partners, or other associates or Affiliates of any Seller Party or the Stations,
in connection with the transactions contemplated hereby, whether in person or by
telephone,  mail or other means of  communication,  without the  specific  prior
written  authorization  of such  representatives  of Sellers.  Subject to and in
accordance  with the terms of this Section 6.2.7,  each Seller shall,  and shall
use its  commercially  reasonable  efforts  to  enforce  such  rights  under the
Heritage  Agreement  to cause  each  other  Seller  Party to,  cooperate  in all
reasonable  respects  with Buyer's  request to conduct an audit of any financial
information  of the Stations as Buyer may  reasonably  determine is necessary to
satisfy any public company reporting requirements pursuant to the Securities Act
of 1933 or the Securities  Exchange Act of 1934 including,  without  limitation,
(a) using  commercially  reasonable efforts to obtain the consent of auditors to
permit  Buyer,  any  Affiliate  of Buyer and their  respective  auditors to have
access to such  auditors'  work  papers,  and (b)  consenting  to such access by
Buyer. Under no circumstance  shall the preparation of any financial  statements
pursuant  to such audit:  (a)  require any Seller  Party to change or modify any
accounting  policy,  (b) cause any  unreasonable  disruption  in the business or
operations  of any Station,  or (c) cause any delay that is more than de minimis
in any  internal  reporting  requirements  of any  Seller  Party.  All costs and
expenses  incurred in connection  with the  preparation of (and  assimilation of
relevant information for) any such financial statements shall be paid by Buyer.

                                  -30-

<PAGE>



         6.2.8. INSURANCE.

                   Maintain  in  full  force  and  effect  all of  its  existing
casualty,  liability,  and other  insurance  in  amounts  not less than those in
effect on the date hereof.

         6.2.9. FINANCIAL STATEMENTS.

                   Prior  to  Sellers'  acquisition  of the  Stations  from  the
Heritage  Subsidiaries,  provide Buyer with, to the extent received by Seller in
connection  with the Heritage  Agreement  (a)  unaudited  monthly  statements of
assets and liabilities  relating to the business and operations of the Stations,
and  monthly  statements  of revenues  and  expenses  reflecting  the results of
business  and  operations  of the  Stations  for January 1998 and for each month
thereafter,  within  thirty (30) days after the end of each such month,  and (b)
weekly  sales  pacing  reports  for the  Stations  and  copies of any  financial
statements.  After  Sellers'  acquisition  of the  Stations  from  the  Heritage
Subsidiaries  and prior to the Transfer  Date,  provide Buyer with (a) unaudited
monthly  statements  of assets and  liabilities  relating  to the  business  and
operations  of the  Stations,  and monthly  statements  of revenues and expenses
reflecting  the results of business and operations of the Stations for the month
following the month such  financial  statements  were last provided and for each
month thereafter,  within thirty (30) days after the end of each such month, and
(b) weekly  sales pacing  reports for the  Stations and copies of any  financial
statements.

         6.2.10. CONSENTS.

                   (a)  Take  all  reasonable  action  required  to  obtain  all
consents,  approvals and agreements of any third parties necessary to authorize,
approve or permit the  consummation  of the  transactions  contemplated  by this
Agreement,  including,  without  limitation,  any  consent of the parties to the
Station Contracts designated as necessary in Schedule 3.4 in order to consummate
the transactions contemplated hereby (collectively, the "Restricted Contracts").
Notwithstanding  anything  to the  contrary  set  forth  in  this  Agreement  or
otherwise,  to the extent  that the  consent or  approval  of any third party is
required  under any Restricted  Contract,  such Seller shall only be required to
use reasonable efforts (not involving the payment by such Seller of any money to
any party to any such  Restricted  Contract,  except to the extent  required  by
Section 6.2.10(b)) to obtain such consents and approvals,  and in the event that
such Seller fails to obtain any such  consent or  approval,  Buyer shall have no
right to terminate this Agreement.

                   (b)  Notwithstanding  anything to the  contrary in clause (a)
above, each Seller shall, and shall use its commercially  reasonable  efforts to
enforce such rights under the Heritage Agreement to cause a Heritage  Subsidiary
to retain

                                      -31-

<PAGE>



until  such time as any  required  consents  shall  have been  obtained  by such
Seller,  all rights to and under any Station Contract which requires the consent
of any other party thereto for  assignment to Buyer if such consent has not been
obtained on the Closing Date (the "Deferred Contract").  Until the assignment of
the Deferred  Contract,  (i) each Seller shall continue to use all  commercially
reasonable  efforts and Buyer shall cooperate with Sellers to obtain the consent
and/or to remove any other impediments to such assignment,  and (ii) Sellers and
Buyer agree to  cooperate  in any lawful  arrangement  to provide (to the extent
permitted without breach of such Deferred Contract) that Buyer shall receive the
benefits of such  interest  after the  Closing  Date to the same extent as if it
were the lessee thereunder;  provided,  however,  if Buyer shall fail to receive
such  benefits  after the Closing  Date for any Leased  Property  that is a main
transmitter  tower  site or a  studio  site  for any  Station  (the  "Designated
Properties"),  Sellers agree to make such payments as are necessary for Buyer to
receive such benefits as long as the aggregate  amount of all such payments does
not exceed Two  Hundred  Thousand  Dollars  ($200,000)  for all such  Designated
Properties under this Agreement. If, subsequent to the Closing, any Seller shall
obtain required consents to assign any Deferred Contract,  the Deferred Contract
for which consent to assign has been obtained shall at that time be deemed to be
conveyed,  granted, bargained, sold, transferred,  setover, assigned,  released,
delivered and confirmed to Buyer,  without need of further  action by any Seller
or of future documentation.

         6.2.11. CORPORATE ACTION.

                   Take all corporate action (including, without limitation, all
shareholder  action),  under the Law of any state having  jurisdiction over such
Seller necessary to effectuate the  transactions  contemplated by this Agreement
and the other Seller Documents.

         6.2.12. ENVIRONMENTAL AUDIT.

                   Subject to the  cooperation of the Trustee,  permit Buyer and
Buyer's  agents,  as soon as  practical  after the date hereof and upon  Buyer's
request  therefor,  access to the Real Property and the Leased  Property for the
purpose of conducting,  at Buyer's  expense,  Phase I and Phase II environmental
audits.  Any  such  environmental  audits  shall  be  conducted  by a  reputable
environmental  investigatory  firm of Buyer's  choice  subject to the reasonable
approval of Sellers and in a manner as will not unreasonably  interfere with the
normal business and operations of any of the Stations.

         6.2.13. HERITAGE AGREEMENT.

                   Consummate the  acquisition of the Assets in accordance  with
all of the provisions of the Heritage Agreement and use commercially

                                      -32-

<PAGE>



reasonable  efforts  to pursue in a timely  manner any  claims  relating  to the
Stations that Sellers may have under the Heritage Agreement.


     6.3. CONFIDENTIALITY.

         Each Seller shall, at all times,  maintain strict  confidentiality with
respect to all  documents  and  information  furnished  to such  Seller by or on
behalf of Buyer.  Nothing shall be deemed to be confidential  information  that:
(a) is known  to a Seller  at the time of its  disclosure  to such  Seller;  (b)
becomes publicly known or available to a Seller other than through disclosure by
such Seller;  (c) is received by a Seller from a third party not actually  known
by such Seller to be bound by a confidentiality  agreement with or obligation to
Buyer;  or (d) is  independently  developed  by a  Seller.  Notwithstanding  the
foregoing  provisions  of this  Section  6.3,  each  Seller  may  disclose  such
confidential  information  (a) to the extent  required  or deemed  advisable  to
comply  with  applicable  Laws;  (b)  to  its  officers,  directors,  employees,
representatives,  financial advisors,  attorneys,  accountants,  and agents with
respect to the transactions  contemplated  hereby (so long as such parties agree
to  maintain  the  confidentiality  of such  information);  (c) to the  Heritage
Subsidiaries  and the Trustee,  as necessary,  with respect to the  transactions
contemplated   hereby  (so  long  as  such   parties   agree  to  maintain   the
confidentiality of such information);  and (d) to any Governmental  Authority in
connection  with  the  transactions  contemplated  hereby.  In  the  event  this
Agreement  is  terminated,  each Seller will return to Buyer all  documents  and
other  material  prepared or  furnished  by Buyer  relating to the  transactions
contemplated  hereunder,  whether obtained before or after the execution of this
Agreement.


     6.4. HERITAGE ACQUISITION.

         Upon  receipt of a written  notice by Sellers from Buyer that the Buyer
is prepared to proceed with the Non-License  Transfer  hereunder  simultaneously
with  (or  immediately  following)  the  acquisition  of the  Stations  from the
Heritage  Subsidiaries,  Sellers agree to acquire the Stations from the Heritage
Subsidiaries as promptly as possible to the extent  permitted under the Heritage
Agreement.  Notwithstanding  the  foregoing,  nothing in the preceding  sentence
shall  constitute  a waiver  by Buyer of any  conditions  precedent  to  Buyer's
obligation to proceed with the Non-License Transfer.


                                   ARTICLE 7.
                        COVENANTS AND AGREEMENTS OF BUYER

         Buyer covenants and agrees with Sellers as follows:

                                      -33-

<PAGE>



     7.1. CONFIDENTIALITY.

         Buyer  shall,  at all times prior to the  Non-License  Transfer and the
Closing,  maintain  strict  confidentiality  with respect to all  documents  and
information  furnished  to Buyer by or on behalf of a Seller.  Nothing  shall be
deemed to be confidential information that: (a) is known to Buyer at the time of
its  disclosure to Buyer;  (b) becomes  publicly  known or available  other than
through  disclosure  by Buyer;  (c) is  received by Buyer from a third party not
actually  known by Buyer to be  bound  by a  confidentiality  agreement  with or
obligation  to  a  Seller;   or  (d)  is   independently   developed  by  Buyer.
Notwithstanding the foregoing provisions of this Section 7.1, Buyer may disclose
such confidential  information (a) to the extent required or deemed advisable to
comply  with  applicable  Laws;  (b)  to  its  officers,  directors,   partners,
employees, representatives,  financial advisors, attorneys, accountants, agents,
underwriters,  lenders,  investors and any other potential  sources of financing
with respect to the  transactions  contemplated  hereby (so long as such parties
agree to  maintain  the  confidentiality  of such  information);  and (c) to any
Governmental Authority in connection with the transactions  contemplated hereby.
In the event this  Agreement  is  terminated,  Buyer will  return to Sellers all
documents and other  material  prepared or furnished by Sellers  relating to the
transactions  contemplated by this Agreement,  whether  obtained before or after
the execution of this Agreement.


     7.2. CORPORATE ACTION.

         Prior to the Non-License Transfer and the Closing, Buyer shall take all
corporate action (including,  without limitation, all shareholder action), under
the Laws of any state having jurisdiction over Buyer necessary to effectuate the
transactions contemplated by this Agreement and the other Buyer Documents.


     7.3. ACCESS.

         From and after the Transfer Date for a period of three (3) years, Buyer
shall  cause to be  afforded  to  representatives  of Sellers  and the  Heritage
Subsidiaries  reasonable  access  during normal  business  hours to the offices,
books and records,  contracts  and reports of the  Stations  which relate to the
operations  of the Stations  during the period  during  which the Stations  were
owned by the Sellers or the  Heritage  Subsidiaries,  as Sellers or the Heritage
Subsidiaries shall from time to time reasonably request; provided, however, that
(a) such  investigation  shall  only be upon  reasonable  notice  and  shall not
unreasonably  disrupt the personnel or operations of Buyer or the Stations,  and
(b) under no  circumstances  shall Buyer be  required  to provide  access to any
Seller,  any Heritage  Subsidiary  or any  representatives  of any Seller or any
Heritage  Subsidiary (i) any information or materials subject to confidentiality
agreements with third parties required to be

                                      -34-

<PAGE>



kept  confidential  by applicable  Laws, or (ii) any privileged  attorney-client
communications or attorney work product. All requests for access to the offices,
books and records,  contracts and reports of the Stations  shall be made to such
representatives  as Buyer  shall  designate  in  writing,  who  shall be  solely
responsible  for  coordinating  all  such  requests  and  all  access  permitted
hereunder.  Buyer agrees not to dispose of any such books and records, contracts
and reports of the  Stations  which  relate to the  operations  of the  Stations
during  the  period  during  which the  Stations  were  owned by  Sellers or the
Heritage  Subsidiaries without consulting with Sellers prior to disposal thereof
and taking any reasonable  action requested by Sellers with respect to retention
and transfer to Sellers thereof.


     7.4. COLLECTION OF RECEIVABLES.

         At the  earlier of the  Non-License  Transfer or the  Closing,  Sellers
shall assign the Accounts Receivable to Buyer for collection purposes only, and,
within ten (10) business days after the Transfer  Date,  Seller shall furnish to
Buyer a list of the Accounts  Receivable by accounts and the amounts then owing.
Buyer  agrees,  for a period of one  hundred  fifty  (150)  days  following  the
Transfer  Date,  without any  requirement  to  litigate to collect the  Accounts
Receivable,  to use its reasonable efforts (with at least the care and diligence
Buyer uses to collect its own  accounts  receivable)  to collect for Sellers the
Accounts  Receivable  and to remit to Sellers (or their  designees) on the fifth
day following the last day of each month occurring during such one hundred fifty
(150) day period (or, if any such day is a Saturday,  Sunday or holiday,  on the
next day on which banking  transactions  are resumed),  collections  received by
Buyer with respect to the Accounts Receivable. Buyer shall not make any referral
or compromise of any Accounts  Receivable to a collection agency or attorney for
collection  and  shall not  compromise  for less  than  full  value any  Account
Receivable without the prior written consent of Sellers.  Any Account Receivable
not collected by Buyer within one hundred fifty (150) days following the Closing
Date shall revert to Sellers (or their designees). Buyer shall reassign, without
recourse to Buyer, each Account  Receivable and deliver to Sellers,  all records
relating  thereto on the same day as it remits to Sellers  (or their  designees)
the  collections  received.  All payments in respect of the Accounts  Receivable
received during the one hundred fifty (150) day period shall be first applied to
the oldest balance then due on the Accounts Receivable unless the account debtor
indicates in writing that  payment is to be applied  otherwise  due to a dispute
over an  Account  Receivable.  Buyer  agrees,  upon the  reasonable  request  of
Sellers,  to furnish to Sellers  periodic  reports on the status of its Accounts
Receivable.  Buyer  shall have no right to set-off  any  amounts  collected  for
Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however,
that Buyer shall have the right to seek  indemnification  in accordance with the
terms and conditions of this Agreement.

                                      -35-

<PAGE>



                                   ARTICLE 8.
                       MUTUAL COVENANTS AND UNDERSTANDINGS
                              OF SELLERS AND BUYER


     8.1. POSSESSION AND CONTROL.

         Between the date hereof and the Closing Date,  Buyer shall not directly
or indirectly control,  supervise or direct, or attempt to control, supervise or
direct,  the  business  and  operations  of the  Stations,  and such  operation,
including complete control and supervision of all programming, shall be the sole
responsibility of the owners of the Stations,  except as contemplated by the LMA
Agreement after the Non-License Transfer. On and after the Closing Date, Sellers
shall  have no  control  over,  or  right to  intervene,  supervise,  direct  or
participate in, the business and operations of the Stations.


     8.2. RISK OF LOSS.

         The risk of loss or  damage by fire or other  casualty  or cause to the
Assets  until the  Transfer  Date  shall be upon  Sellers.  Except as  otherwise
provided in Section  9.3, in the event of loss or damage  prior to the  Transfer
Date with respect to which Sellers have adequate  replacement cost insurance and
which has not been  restored,  replaced,  or repaired as of the  Transfer  Date,
Buyer shall proceed with the Non-License Transfer or the Closing, as applicable,
and receive at the  Non-License  Transfer or the  Closing,  as  applicable,  the
insurance  proceeds  or an  assignment  of the right to receive  such  insurance
proceeds, as applicable, to which Sellers otherwise would be entitled, whereupon
Sellers shall have no further liability to Buyer for such loss or damage.


     8.3. PUBLIC ANNOUNCEMENTS.

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

                                      -36-

<PAGE>



     8.4. EMPLOYEE MATTERS.

         8.4.1.  Upon the earlier of the  Non-License  Transfer or the  Closing,
Buyer shall offer employment to each of the employees of the Stations (including
those on leave of absence,  whether short-term,  long-term,  family,  maternity,
disability,  paid, unpaid or other), at a comparable salary,  position and place
of employment as held by each such  employee  immediately  prior to the Transfer
Date (such  employees  who are given such offers of  employment  and accept such
offers  are  referred  to  herein  as the  "Transferred  Employees");  provided,
however,  that  the two (2)  employees  of the  Stations  designated  in the TBA
Agreement   shall  continue  as  employees  of  Sellers  and  shall  not  become
Transferred Employees hereunder until the Closing. Nothing in this Section 8.4.1
is intended to guarantee  employment for any Transferred Employee for any length
of time after the Transfer Date.

         8.4.2.  Except as provided otherwise in this Section 8.4, Sellers shall
pay, discharge and be responsible for (a) all salary and wages arising out of or
relating  to the  employment  of the  employees  of the  Stations  prior  to the
Transfer Date and (b) any employee  benefits  arising under the Benefit Plans of
any Seller Party, any Heritage Subsidiary and their Affiliates during the period
prior to the Transfer Date.  From and after the Transfer Date,  Buyer shall pay,
discharge and be responsible for all salary,  wages and benefits  arising out of
or relating to the employment of the Transferred Employees by Buyer on and after
the Transfer Date. Buyer shall be responsible for all severance Liabilities, and
all COBRA Liabilities for any Transferred  Employees of the Stations  terminated
by Buyer on or after  the  Transfer  Date,  including,  without  limitation  all
Liabilities  under the retention and severance  agreements set forth on Schedule
8.4.8 (subject to the reimbursement  obligations of Sellers set forth in Section
8.4.8).

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

         8.4.4.  For  purposes  of any length of service  requirements,  waiting
periods,  vesting periods or differential benefits based on length of service in
any such  plan for  which a  Transferred  Employee  may be  eligible  after  the
Transfer Date,  Buyer shall ensure that, to the extent permitted by law, service
by such  Transferred  Employee with any Seller,  any Heritage  Subsidiary or any
Affiliate of

                                      -37-

<PAGE>



Sellers or the Heritage  Subsidiaries  shall be deemed to have been service with
Buyer. In addition,  Buyer shall ensure that each Transferred  Employee receives
credit  under  any  welfare  benefit  plan  of  Buyer  for  any  deductibles  or
co-payments paid by such Transferred  Employee and his or her dependents for the
current plan year under a plan maintained by any Seller, any Heritage Subsidiary
or any  Affiliate  of Sellers or the  Heritage  Subsidiaries.  Buyer shall grant
credit to each  Transferred  Employee for all sick leave in accordance  with the
policies of Buyer  applicable  generally to its employees after giving effect to
service for any Seller or any Heritage  Subsidiary as service for Buyer.  To the
extent taken into account in determining the Final Proration Amount, Buyer shall
assume  and  discharge  Liabilities  of  Sellers  for the  payment of all unused
vacation leave accrued by Transferred  Employees as of the Transfer Date. To the
extent any claim with respect to such accrued  vacation  leave is lodged against
Sellers, with respect to any Transferred Employee, Buyer shall indemnify, defend
and hold  harmless  Sellers  from and against  any and all  losses,  directly or
indirectly, as a result of, or based upon or arising from the same.

         8.4.5. As soon as practicable  following the Transfer Date, Buyer shall
establish  and  maintain a defined  contribution  plan or plans  (which may be a
preexisting  plan or plans (the "Buyer's  Plan")  intended to be qualified under
Section  401(a)  and  401(k)  of the Code  for the  benefit  of the  Transferred
Employees. Effective as of the Transfer Date, Sellers shall, and shall use their
commercially  reasonable  efforts  to enforce  such  rights  under the  Heritage
Agreement to cause the Heritage Subsidiaries to, cause appropriate amendments to
be made to all  retirement  savings  plans to which  any  Transferred  Employees
participate  (the  "Sellers'  Plan") to provide that the  Transferred  Employees
shall be fully  vested in their  accounts  under the Sellers'  Plan.  As soon as
practicable  after the Transfer Date,  Buyer shall take all necessary  action to
qualify the Buyer's Plan under the applicable  provisions of the Code (including
but not limited to Section 401),  if it is not yet so  qualified,  and Buyer and
Sellers  shall  make any and all  filings  and  submissions  to the  appropriate
governmental  agencies  required  to be  made by them  in  connection  with  the
transfer of assets  described  hereafter.  As soon as practicable  following the
earlier of the receipt of a  favorable  determination  letter from the  Internal
Revenue Service regarding the qualified status of both the Sellers' Plan and the
Buyer's Plan (each as amended to the date of transfer) or sooner, if Sellers and
Buyer so agree,  Sellers  shall,  and shall  use their  commercially  reasonable
efforts to enforce  such  rights  under the  Heritage  Agreement  to,  cause the
Heritage  Subsidiaries  to cause to be  transferred to the Buyer's Plan, in cash
and in kind, all of the  individual  account  balances of Transferred  Employees
under the  Sellers'  Plan,  including  any  outstanding  plan  participant  loan
receivables allocated to such accounts.

                                  -38-

<PAGE>



         8.4.6. Buyer acknowledges and agrees that Buyer's obligations  pursuant
to this  Section  8.4 are in  addition  to, and not in  limitation  of,  Buyer's
obligation to assume the employment contracts set forth on Schedule 2.1.8.

         8.4.7.  Except as  otherwise  provided  in this  Section  8.4 or in any
employment,  severance or retention agreements of any Transferred Employees, all
Transferred Employees shall be at-will employees,  and Buyer may terminate their
employment  or  change  their  terms of  employment  at will.  No  employee  (or
beneficiary  of any  employee)  of the  Stations may sue to enforce the terms of
this  Agreement,  including  specifically  this  Section 8.4, and no employee or
beneficiary  shall be treated as a third party  beneficiary  of this  Agreement.
Except to the  extent  provided  for  herein,  Buyer  may cover the  Transferred
Employees under existing or new benefit plans, programs,  and arrangements,  and
may amend or terminate any such plans, programs, or arrangements at any time.

         8.4.8. To the extent that Sellers  receive any severance  payments from
the Heritage  Subsidiaries  in connection  with the termination of employment by
Sellers or Buyer of a general  manager for the Stations in  accordance  with the
terms of the Heritage  Agreement,  Sellers  shall pay any such amounts  received
from the Heritage Subsidiaries to Buyer within five (5) days of receipt.


     8.5. DISCLOSURE SCHEDULES.

         Prior  to  Sellers'  acquisition  of the  Stations  from  the  Heritage
Subsidiaries,  Sellers  shall  have the  right  from  time to time to  update or
correct  Schedules 2.1.5,  2.1.6,  2.1.9,  2.1.10,  3.4 and 3.17 attached hereto
solely to reflect actions by Sellers or the Heritage Subsidiaries after the date
hereof which are not prohibited by Section 6.1 of the Heritage Agreement or this
Agreement. From and after Sellers' acquisition of the Stations from the Heritage
Subsidiaries  and prior to the Transfer Date,  Sellers shall have the obligation
to update  or  correct  Schedules  2.1.5,  2.1.6,  2.1.9,  2.1.10,  3.4 and 3.17
attached hereto solely to reflect actions by Sellers which are not prohibited by
Section 6.1 hereof.  The inclusion of any fact or item on a Schedule  referenced
by a particular  section in this  Agreement  shall,  should the existence of the
fact or item or its contents,  be relevant to any other section, be deemed to be
disclosed  with  respect  to  such  other  section  whether  or not an  explicit
cross-reference appears in the Schedules.


     8.6. BULK SALES LAWS.

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

                                      -39-

<PAGE>



     8.7. TAX MATTERS.

         Each party hereto represents,  warrants,  covenants and agrees that for
tax purposes the sale of Assets (except for the License Assets) is not effective
until the Transfer  Date,  and the sale of the License  Assets is not  effective
until the Closing Date.  Seller and Buyer agree that all Tax returns and reports
shall be filed consistent with the sale of Assets taking place as aforesaid.


     8.8. PRESERVATION OF BOOKS AND RECORDS.

         For a period of three (3) years after the Closing  Date,  Sellers agree
not to dispose of, and agree to provide Buyer reasonable access to, any material
books or records in  possession of Sellers  immediately  after the Transfer Date
that relate to the business or operations of the Stations  prior to the Transfer
Date.


     8.9. TBA AGREEMENT.

         At the Non-License Transfer pursuant to Section 11.2, Buyer and Sellers
shall enter into a time brokerage  agreement for the Stations  substantially  in
the form of Exhibit E hereto (the "TBA Agreement").


                                   ARTICLE 9.
                             CONDITIONS PRECEDENT TO
                              OBLIGATIONS OF BUYER

         The  obligations  of Buyer to purchase the Assets and to consummate the
Non-License Transfer or proceed with the Closing, as applicable,  are subject to
the  satisfaction (or waiver in writing by Buyer) at or prior to the Non-License
Transfer or the Closing, as applicable, of each of the following conditions:


     9.1. CLOSING UNDER THE HERITAGE AGREEMENT.

         Sellers  shall have  acquired  the Assets  pursuant to the terms of the
Heritage Agreement.


     9.2. REPRESENTATIONS AND COVENANTS.

         The  representations  and  warranties of Sellers made in this Agreement
shall be true and  correct  on and as of the  Non-License  Transfer  Date or the
Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of the  Non-License  Transfer Date or the
Closing Date, as applicable  (except as modified by the Schedules  updated after
the date hereof in accordance with Section 8.5 and except

                                      -40-

<PAGE>



for  representations  and  warranties  that speak as of a specific  date or time
other than the  Non-License  Transfer  Date or the Closing  Date,  as applicable
(which need only be true and correct in all material respects as of such date or
time)),  and the covenants and agreements of Sellers required to be performed on
or before the Non-License  Transfer Date or the Closing Date, as applicable,  in
accordance  with the terms of this  Agreement  shall have been  performed in all
respects,  except to the extent  that the  failure of such  representations  and
warranties  to be true and  correct and the  failure to perform  such  covenants
shall not have, when considered  together,  had a material adverse effect on any
material  FCC  Licenses  or on the  broadcast  transmissions  of any  Station (a
"Transmission Defect"); provided, however, if a Transmission Defect exists as of
the Non-License Transfer Date or the Closing Date, as applicable, then either or
both of Sellers and Buyer shall be entitled,  by written notice to the other, to
postpone the Non-License Transfer Date or the Closing Date, as applicable, for a
period of up to sixty (60) days to resume such Station's broadcast transmission.


     9.3. NO TRANSMISSION DEFECTS.

         There shall not exist any loss or damage at any of the  Stations  which
has resulted in the regular  broadcast  transmission of such Station  (including
its  effective  radiated  power)  to be  diminished  in  any  material  respect;
provided,  that if any such loss or damage  does  exist,  then either or both of
Sellers and Buyer shall be entitled, by written notice to the other, to postpone
the Non-License  Transfer Date or the Closing Date, as applicable,  for a period
of up to sixty (60) days to resume such Station's broadcast transmission.


     9.4. DELIVERY OF DOCUMENTS.

         Sellers  shall  have  delivered  to Buyer  all  contracts,  agreements,
instruments and documents  required to be delivered by Sellers to Buyer pursuant
to Section 11.4.


     9.5. FCC ORDER.

         The FCC Order  shall have been  issued  with  respect to each  Station;
provided,  however,  that there shall be no requirement that the FCC Order shall
have been issued as of the Non-License Transfer Date.


     9.6. HART-SCOTT-RODINO.

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

                                      -41-

<PAGE>



     9.7. LEGAL PROCEEDINGS.

         No injunction,  restraining  order or decree of any nature of any court
or  Governmental  Authority  of competent  jurisdiction  shall be in effect that
restrains or prohibits the transactions contemplated by this Agreement.


                                   ARTICLE 10.
                             CONDITIONS PRECEDENT TO
                              OBLIGATION OF SELLERS

         The  obligations of Sellers to sell,  transfer,  convey and deliver the
Assets  and to  consummate  the  Non-License  Transfer  or to  proceed  with the
Closing, as applicable, are subject to the satisfaction (or waiver in writing by
Sellers) at or prior to the Non-License  Transfer or the Closing, as applicable,
of each of the following conditions:


     10.1. CLOSING UNDER THE HERITAGE AGREEMENT.

         Sellers  shall have  acquired  the Assets  pursuant to the terms of the
Heritage Agreement.


     10.2. REPRESENTATIONS AND COVENANTS.

         The  representations  and  warranties  of Buyer made in this  Agreement
shall be true and correct in all material  respects on and as of the Non-License
Transfer Date or the Closing Date, as applicable, with the same effect as though
such  representations  and warranties had been made on and as of the Non-License
Transfer Date or the Closing Date, as  applicable,  (except for  representations
and  warranties  that  speak  as of a  specific  date or  time  other  than  the
Non-License  Transfer Date or the Closing Date, as applicable,  (which need only
be true and correct in all material respects as of such date or time)),  and the
covenants  and  agreements  of Buyer  required to be  performed on or before the
Non-License Transfer Date or the Closing Date, as applicable, in accordance with
the terms of this Agreement shall have been performed in all material respects.


     10.3. DELIVERY BY BUYER.

         Buyer shall have  delivered to Sellers the Purchase Price in accordance
with  Section  2.5 and all  contracts,  agreements,  instruments  and  documents
required to be delivered by Buyer to Seller pursuant to Section 11.5.

                                      -42-

<PAGE>



     10.4. FCC ORDER.

         The FCC Order  shall have been  issued  with  respect to each  Station;
provided,  however,  that there shall be no requirement that the FCC Order shall
have been issued as of the Non-License Transfer Date.


     10.5. HART-SCOTT-RODINO.

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


     10.6. LEGAL PROCEEDINGS.

         No injunction,  restraining  order or decree of any nature of any court
or  Governmental  Authority  of competent  jurisdiction  shall be in effect that
restrains or prohibits the transactions contemplated by this Agreement.


                                   ARTICLE 11.
                          CLOSING; NON-LICENSE TRANSFER


     11.1. CLOSING.

         11.1.1.  To the  extent  not  previously  transferred  pursuant  to the
Non-License  Transfer,  the  closing  for  all  of  the  Assets  hereunder  (the
"Closing")  shall be held on a date  specified  by Buyer that is within ten (10)
days  after the later of (a) the date on which all  applicable  waiting  periods
under  Hart-Scott-Rodino  shall have expired or  terminated,  or (b) the date on
which all of the FCC Orders for all Stations shall have been issued (the date on
which the Closing  shall  occur  pursuant  to this  Section  11.1 is referred to
herein as the "Closing Date").

         11.1.2. If the Closing shall not have occurred on or prior to such date
which is two (2) years  after the date of this  Agreement  due to the failure to
receive an FCC Order for  reasons  relating  solely to  Buyer's  qualifications,
Buyer shall  designate a successor  licensee and the parties  will  cooperate to
secure the necessary governmental approvals to cause the designated successor to
become the licensee.  If the Closing shall not have occurred on or prior to such
date which is four (4) years after the date of this Agreement due to the failure
to receive an FCC Order for reasons relating solely to any Seller, Sellers shall
jointly and severally indemnify, defend and hold Buyer harmless from and against
any and all actual Losses  incurred by Buyer as a result of the FCC's failure to
issue such FCC Order by such date for such reasons. All proceeds received from a
transfer  of the  License  Assets to any such  successor  licensee  shall be for
Buyer; provided, however, to the

                                      -43-

<PAGE>

extent Buyer has not incurred any Losses for which the Sellers have  indemnified
Buyer  pursuant to the preceding  sentence,  Sellers shall receive the amount of
TWO MILLION  DOLLARS  ($2,000,000)  which would  otherwise  have been payable to
Sellers at Closing pursuant to Section 2.5.2.

         11.1.3. If the Closing shall not have occurred on or prior to such date
which is four (4) years  after  the date of this  Agreement,  Sellers  and Buyer
acknowledge and agree to cooperate and use  commercially  reasonable  efforts to
consummate  the  sale to a  third  party  of both  the  License  Assets  and the
Non-License  Assets in an orderly and mutually  satisfactory  manner (the "Third
Party  Sale").  At the closing of the Third Party Sale  pursuant to this Section
11.1.3,  (a) up to Two Million Dollars  ($2,000,000)  of the proceeds  therefrom
shall be paid  directly  to Sellers by wire  transfer of  immediately  available
funds to an  account  identified  by Sellers in  writing,  and (b) any  proceeds
therefrom in excess of the Two Million  Dollars  ($2,000,000),  if any, shall be
paid directly to Buyer by wire  transfer of  immediately  available  funds to an
account identified by Buyer writing.


     11.2. NON-LICENSE TRANSFER.

         11.2.1.  Notwithstanding anything to the contrary herein, provided that
the  conditions  set forth in Article 9 (except for Section  9.5) and Article 10
(except for Section  10.4) shall have been  satisfied  and the Closing shall not
have  occurred,  there shall be a closing (the  "Non-License  Transfer") for the
purchase and sale of all of the Assets,  other than the License Assets, upon the
earlier to occur of (a) such date which is seventy-five (75) days after the date
of this  Agreement  (the "Outside  Date"),  or (b) any date prior to the Outside
Date  specified  by Buyer in  writing  at least five (5) days prior to such date
(the date on which the Non-License Transfer shall occur pursuant to this Section
11.2.1 is referred to herein as the "Non-License  Transfer  Date").  The parties
acknowledge  and agree that if the conditions set forth in Article 9 (except for
Section  9.5) and Article 10 (except for Section  10.4) are not  satisfied as of
the Outside  Date,  the  Outside  Date shall be such date which is ten (10) days
after  satisfaction  of all such  conditions  (subject  to rights of Sellers and
Buyer to terminate this Agreement  prior to such date in accordance with Article
13).

         11.2.2.  At the  Non-License  Transfer,  Sellers  shall  sell,  assign,
transfer,  convey and deliver to Buyer free and clear of any Encumbrances  other
than Permitted  Encumbrances,  and Buyer shall  purchase,  acquire,  pay for and
accept from Sellers,  all right,  title and interest of Sellers in, to and under
the Assets, other than the License Assets.

                                      -44-

<PAGE>



     11.3. TIME AND PLACE OF NON-LICENSE TRANSFER AND CLOSING.

         The Closing and the  Non-License  Transfer  shall be held at 10:00 A.M.
local time on the Closing Date and the Non-License Transfer Date,  respectively,
at the offices of Hogan & Hartson  L.L.P.,  8300 Greensboro  Drive,  Suite 1100,
McLean, Virginia, or at such other time and place as the parties may agree.


     11.4. DELIVERIES BY SELLERS.

         At the  Non-License  Transfer and the Closing,  as applicable,  Sellers
shall deliver to Buyer the following:

         11.4.1. AGREEMENTS AND INSTRUMENTS

                   The   following   bills  of  sale,   assignments   and  other
instruments of transfer duly executed by Sellers:

                                (a)    a Bill of Sale;
                                (b)    an Assignment  of FCC Licenses;  provided
                                       that the Assignment of Licenses shall not
                                       be delivered at a Non-License Transfer;
                                (c)    an Assignment of Contracts and Leases;
                                (d)    an Assumption Agreement;
                                (e)    certificates of title with respect to the
                                       motor  vehicles  listed on Schedule 2.1.9
                                       or if any such motor  vehicles are leased
                                       by a Seller, an assignment of such lease;
                                (f)    special or limited warranty deeds for all
                                       Real Property in the form  appropriate to
                                       the  jurisdictions  in  which  such  Real
                                       Property is located; and
                                (g)    the TBA Agreement.

         11.4.2. CONSENTS.

                   Copies of all  consents  Sellers  have been able to obtain to
effect the assignment to Buyer of the Station Contracts listed on Schedule 3.4.

         11.4.3. CERTIFIED RESOLUTIONS.

                   A copy of the  approval  of the  board of  directors  and the
stockholders of each Seller, certified as being correct and complete and then in
full force and effect,  authorizing  the execution,  delivery and performance of
this Agreement,  and of the other Seller Documents,  and the consummation of the
transactions contemplated hereby and thereby.

                                      -45-

<PAGE>



         11.4.4. OFFICERS' CERTIFICATES.

                   (a) A certificate  of each Seller  certifying the matters set
forth in Section 9.2; and

                   (b) A certificate  of each Seller as to the incumbency of the
representatives  of such Seller  executing  this  Agreement  or any of the other
Seller  Documents on behalf of such Seller,  and true and correct  copies of the
organizational documents of each Seller.

         11.4.5. GOOD STANDING CERTIFICATES.

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


     11.5. DELIVERIES BY BUYER.

         At the  Non-License  Transfer and the Closing,  Buyer shall  deliver to
Sellers the following:

         11.5.1. PURCHASE PRICE PAYMENT.

                   The  Purchase  Price in the  amount  and  manner set forth in
Section 2.5.

         11.5.2. AGREEMENTS AND INSTRUMENTS.

                   The  Assumption  Agreement and other  instruments of transfer
duly executed by Buyer.

         11.5.3. CERTIFIED RESOLUTIONS.

                   Copies  of the  resolutions  of the  board of  directors  and
stockholder  of Buyer,  certified as being correct and complete and then in full
force and effect,  authorizing  the execution,  delivery and performance of this
Agreement  and of  the  other  Buyer  Documents,  and  the  consummation  of the
transactions contemplated hereby and thereby.

                                      -46-

<PAGE>



         11.5.4. OFFICERS' CERTIFICATE.

                   (a) A  certificate  of Buyer  signed by an  officer  of Buyer
certifying the matters set forth in Section 10.2; and

                   (b) A certificate  signed by the Secretary of Buyer as to the
incumbency of the officers of Buyer executing this Agreement or any of the other
Buyer  Documents  on  behalf  of  Buyer,  and true  and  correct  copies  of the
organizational documents of Buyer.


                                   ARTICLE 12.
                            SURVIVAL; INDEMNIFICATION


     12.1. SURVIVAL OF REPRESENTATIONS.

         12.1.1.   Unless  otherwise  set  forth  herein   (including,   without
limitation,  Section 12.1.2), all representations and warranties,  covenants and
agreements of Sellers and Buyer  contained in or made pursuant to this Agreement
or in any  certificate  furnished  pursuant hereto shall survive the Non-License
Transfer Date or the Closing Date, as applicable, and shall remain in full force
and effect to the following  extent:  (a)  representations  and warranties  with
respect to the  Non-License  Assets  shall  survive  for a period of twelve (12)
months after the Non-License  Transfer Date, (b)  representations and warranties
with  respect to the License  Assets  shall  survive for a period of twelve (12)
months after the Closing Date, (c) the covenants and agreements  with respect to
the  Non-License  Assets which by their terms survive the  Non-License  Transfer
Date shall  continue in full force and effect  until fully  discharged  (but not
beyond the  expiration  of twelve (12)  months  after the  Non-License  Transfer
Date), (d) the covenants and agreements with respect to the License Assets which
by their terms survive the Closing Date shall  continue in full force and effect
until  fully  discharged  (but not beyond the  expiration  of twelve (12) months
after the  Closing  Date),  and (e) any  representation,  warranty,  covenant or
agreement  that is the  subject of a claim  which is  asserted  in a  reasonably
detailed  writing prior to the  expiration  of the survival  period set forth in
this Section  12.1.1,  shall survive with respect to such claim or dispute until
the final resolution thereof.

         12.1.2.  No claim  for  indemnification  may be made  pursuant  to this
Article 12 after the survival period set forth in this Section 12.1.

                                      -47-

<PAGE>



     12.2. INDEMNIFICATION BY SELLERS.

         Subject to the  conditions  and  provisions of Section 12.4 and Section
12.5,  from and after the Transfer Date,  Sellers jointly and severally agree to
indemnify,  defend and hold  harmless  Buyer from and against and in any respect
of, on a net after-tax basis, any and all Losses,  asserted  against,  resulting
to, imposed upon or incurred by Buyer,  directly or indirectly,  by reason of or
resulting  from:  (a) any failure by Sellers to pay,  perform or  discharge  any
Liabilities not assumed by Buyer pursuant hereto; (b) the business or operations
of the  Stations  during the period  prior to the  Transfer  Date (except to the
extent Buyer has assumed the Liability for any such Losses pursuant hereto); (c)
any  misrepresentation  or breach of the  representations  and warranties of any
Seller  contained  in or made  pursuant to this  Agreement  or any other  Seller
Document;  (d) any breach by Sellers of any covenants of Sellers contained in or
made pursuant to this Agreement or any other Seller Document; or (e) the failure
of any Seller to comply with the provisions of any applicable bulk transfer law.


     12.3. INDEMNIFICATION BY BUYER.

         Subject to the  conditions  and  provisions of Section 12.4 and Section
12.5, from and after the Transfer Date, Buyer hereby agrees to indemnify, defend
and hold harmless Sellers from,  against and with respect of, on a net after-tax
basis,  any and all Losses,  asserted  against,  resulting  to,  imposed upon or
incurred by Sellers, directly or indirectly, by reason of or resulting from: (a)
any failure by Buyer to pay,  perform or discharge  any  Liabilities  assumed by
Buyer pursuant hereto; (b) the business or operations of the Stations during the
period from and after the Transfer Date; (c) any  misrepresentation or breach of
the  representations  and  warranties of Buyer  contained in or made pursuant to
this  Agreement or any other Buyer  Document;  or (d) any breach by Buyer of any
covenants of Buyer  contained in or made pursuant to this Agreement or any other
Buyer Document.


     12.4. LIMITATIONS ON INDEMNIFICATION.

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

         12.4.2.  Notwithstanding  any other  provision of this Agreement to the
contrary, Sellers shall not be liable to Buyer in respect of any indemnification
hereunder  except to the  extent  that the  aggregate  amount of Losses of Buyer
under

                                      -48-

<PAGE>



this Agreement  exceeds Five Hundred  Thousand  Dollars  ($500,000) (the "Basket
Amount"),  and then only to the  extent  of the  excess  over the  amount of Two
Hundred Fifty Thousand Dollars ($250,000); provided, however, that the aggregate
amount of Losses of Buyer under this  Agreement  shall not exceed  Four  Million
Dollars  ($4,000,000) (the "Indemnity  Cap");  further  provided,  however,  the
Basket Amount shall not be applicable to any amounts owed in connection with the
determination of the Proration Amount pursuant to Section 2.6, to the payment or
reimbursement  obligations  of Sellers under  Sections 8.2 and 8.4.8,  or to the
indemnities set forth in Section 12.2(a) or Section 12.2(b);  further  provided,
however,  the Indemnity  Cap shall not be applicable  (i) if the transfer of the
License  Assets to Buyer has not occurred on or prior to such date which is four
(4) years from the date of this  Agreement  as a result of a default  under,  or
breach of, any of the terms of this  Agreement  by Sellers,  (ii) if the Closing
has not  occurred on or prior to such date which is four (4) years from the date
of this Agreement  under the  circumstances  described in the second sentence of
Section 11.1.2, or (iii) in the event of fraud.

         12.4.3.  Notwithstanding  any other  provision of this Agreement to the
contrary,  Buyer acknowledges and agrees that the maximum aggregate liability of
Sellers  pursuant to this  Agreement to Buyer and any third  parties for any and
all Losses shall not exceed the Indemnity Cap, regardless of whether Buyer seeks
indemnification  pursuant to this Article 12,  regardless of the form of action,
whether in contract or tort, including negligence,  and regardless of whether or
not Sellers are  notified  of the  possibility  of damages to Buyer or any other
third party; provided, however, the Indemnity Cap shall not be applicable if the
transfer  of the  License  Assets to Buyer has not  occurred on or prior to such
date  which is four (4) years from the date of this  Agreement  as a result of a
default under, or breach of, any of the terms of this Agreement by Sellers, (ii)
if the Closing has not occurred on or prior to such date which is four (4) years
from the date of this Agreement under the circumstances  described in the second
sentence of Section 11.1.2, or (iii) in the event of fraud.

         12.4.4.  Each party (a "recipient  party") shall notify the other party
in writing  (the  "representing  party")  reasonably  promptly of any  perceived
breach by the  representing  party of which the recipient party has knowledge of
any  representations,  warranties,  covenants and agreements,  and of any Losses
(including  a brief  description  of the  same) of the  recipient  party  caused
thereby.  In the event of any breach that is cured prior to the Transfer Date in
accordance with the terms of this Agreement,  the representing  party shall have
no  obligation  under Section 12.2 or Section 12.3 or otherwise to indemnify the
recipient party with respect to such Losses.

                                      -49-

<PAGE>



     12.5. CONDITIONS OF INDEMNIFICATION.

         The  obligations and liabilities of Sellers and of Buyer hereunder with
respect to their respective  indemnities  pursuant to this Article 12, resulting
from any Losses, shall be subject to the following terms and conditions:

         12.5.1.  The party seeking  indemnification  (the "Indemnified  Party")
must  give the other  party or  parties,  as the case may be (the  "Indemnifying
Party"), notice of any such Losses promptly after the Indemnified Party receives
notice  thereof;  provided that the failure to give such notice shall not affect
the rights of the  Indemnified  Party  hereunder  except to the extent  that the
Indemnifying Party shall have suffered actual damage by reason of such failure.

         12.5.2.  The Indemnifying  Party shall have the right to undertake,  by
counsel or other representatives of its own choosing, the defense of such Losses
at the Indemnifying Party's risk and expense.

         12.5.3.  In the event that the  Indemnifying  Party  shall elect not to
undertake  such  defense,  or,  within a  reasonable  time after notice from the
Indemnified  Party of any such  Losses,  shall fail to defend,  the  Indemnified
Party (upon further  written  notice to the  Indemnifying  Party) shall have the
right to undertake the defense,  compromise  or  settlement  of such Losses,  by
counsel or other  representatives of its own choosing,  on behalf of and for the
account  and  risk  of the  Indemnifying  Party  (subject  to the  right  of the
Indemnifying  Party to  assume  defense  of such  Losses  at any  time  prior to
settlement,  compromise  or final  determination  thereof).  In such event,  the
Indemnifying  Party shall pay to the Indemnified Party, in addition to the other
sums  required  to be paid  hereunder,  the costs and  expenses  incurred by the
Indemnified  Party in connection with such defense,  compromise or settlement as
and when such costs and expenses are so incurred.

         12.5.4. Anything in this Section 12.5 to the contrary  notwithstanding,
(a) if  there  is a  reasonable  possibility  that  Losses  may  materially  and
adversely  affect the Indemnified  Party other than as a result of money damages
or other money payments,  the Indemnified Party shall have the right, at its own
cost and expense, to participate in the defense, compromise or settlement of the
Losses,  (b) the Indemnifying  Party shall not, without the Indemnified  Party's
written  consent,  settle or  compromise  any  Losses or consent to entry of any
judgment which does not include as an  unconditional  term thereof the giving by
the  claimant or the  plaintiff to the  Indemnified  Party of a release from all
liability in respect of such Losses in form and  substance  satisfactory  to the
Indemnified  Party, and (c) in the event that the Indemnifying  Party undertakes
defense of any Losses, the Indemnified Party, by counsel or other representative
of its own choosing  and at its sole cost and  expense,  shall have the right to
consult with the Indemnifying

                                      -50-

<PAGE>



Party and its counsel or other  representatives  concerning  such Losses and the
Indemnifying  Party and the Indemnified  Party and their  respective  counsel or
other representatives shall cooperate with respect to such Losses and (d) in the
event  that  the  Indemnifying  Party  undertakes  defense  of any  Losses,  the
Indemnifying  Party  shall  have an  obligation  to keep the  Indemnified  Party
informed of the status of the defense of such Losses and furnish the Indemnified
Party with all documents, instruments and information that the Indemnified Party
shall reasonably request in connection therewith.


     12.6. CURE OF BREACH.

         Notwithstanding  any other provision of this Agreement to the contrary,
a breach by  Sellers  of any  representations  and  warranties  or a failure  to
perform any covenant or agreement hereunder may be cured by Sellers prior to the
Transfer  Date (a) by  reducing  the  Purchase  Price in an amount  equal to the
Losses to Buyer caused by such breach, (b) by making payment to a third party or
taking other action to discharge  the Losses,  (c) by placing an amount equal to
the  Losses  in  an  escrow  account  under  an  escrow  arrangement  reasonably
satisfactory to Sellers and Buyer or (d) a combination of the foregoing.  If the
foregoing actions fully cure the breach,  Sellers shall have no obligation under
Section 12.2 or otherwise to indemnify  Buyer with respect to the Losses  caused
by such  breach;  if such  actions  partially  cure the  breach,  Sellers  shall
continue  to have an  obligation  under  Section  12.2 to  indemnify  Buyer with
respect to the remaining portion of the Losses caused by such breach.


                                   ARTICLE 13.
                                   TERMINATION


     13.1. TERMINATION BY THE PARTIES.

         This Agreement may be terminated at any time prior to the Closing by:

         13.1.1. the mutual consent of Sellers and Buyer;

         13.1.2.  Sellers in  accordance  with,  and  subject  to, the terms and
conditions of Section 14.1; and

         13.1.3.  Buyer if any loss or damage at a Station  described in Section
9.3 shall not have been cured  within the sixty  (60) day  period  described  in
Section 9.3.

                                      -51-

<PAGE>



         13.1.4.  Buyer if the closing of the Heritage Agreement with respect to
the Stations shall not have occurred on or prior to July 16, 1998.


     13.2. AUTOMATIC TERMINATION.

         This Agreement shall automatically  terminate without further action by
the parties upon the  termination of the Heritage  Agreement in accordance  with
its terms.


     13.3. EFFECT OF TERMINATION.

         13.3.1.  In the event this  Agreement  is  terminated  as  provided  in
Sections  13.1.1,  13.1.3,  13.1.4 and 13.2,  Buyer shall  receive the immediate
return of the Letter of Credit, this Agreement shall be deemed null, void and of
no further  force or effect,  and the parties  hereto shall be released from all
future obligations hereunder;  provided,  however, that the obligations of Buyer
and Sellers set forth in Sections 6.3 and 7.1 (which relate to confidentiality),
and Section 15.3 (which relates to payment of certain  expenses),  shall survive
such  termination  and the  parties  hereto  shall have any and all  remedies to
enforce such obligations  provided at law or in equity or otherwise  (including,
without limitation, specific performance).

         13.3.2.  In the event this  Agreement  is  terminated  as  provided  in
Section  13.1.2,  this  Agreement  shall be deemed null,  void and of no further
force or  effect,  and the  parties  hereto  shall be  released  from all future
obligations  hereunder;  provided,  however,  that the  obligations of Buyer and
Sellers set forth in  Sections  6.3 and 7.1 (which  relate to  confidentiality),
Article 14 (which relates to remedies and the Letter of Credit) and Section 15.3
(which relates to payment of certain  expenses),  shall survive such termination
and the  parties  hereto  shall  have  any  and all  remedies  to  enforce  such
obligations  provided  at law or in  equity  or  otherwise  (including,  without
limitation, specific performance).


                                   ARTICLE 14.
                                    REMEDIES


     14.1. DEFAULT BY BUYER.

         If Buyer shall default in the performance of its obligations under this
Agreement  in any material  respect and such default is not cured within  thirty
(30) days after  notice  thereof (it being  understood  that Buyer shall have no
right to such  thirty (30) day cure  period  with  respect to a payment  default
under  Section  2.5),  and provided  that Sellers  shall not then be in material
default in the performance of

                                      -52-

<PAGE>



their  obligations  hereunder,  Sellers shall be entitled,  by written notice to
Buyer,  to terminate  this  Agreement,  and as the sole and exclusive  remedy of
Sellers under this Agreement, to receive the Deposit by drawing on the Letter of
Credit in  accordance  with the terms of the Deposit  Escrow  Agreement  and the
Letter of Credit  (without  set-off,  deduction or  counterclaim)  as liquidated
damages,  and upon such  payment  Buyer  shall be  discharged  from all  further
liability under this Agreement.


     14.2. LIQUIDATED DAMAGES.

         Sellers  and Buyer have  provided  for the amount of the  Deposit to be
liquidated damages as a remedy for Sellers after having considered carefully the
anticipated and actual harms and losses that would be incurred if Buyer defaults
and thus  fails to  perform  its  obligations  to  consummate  the  transactions
contemplated  hereunder,  the difficulty of ascertaining at this time the actual
amount of damages,  special and general, that Sellers will suffer in such event,
and the  inconvenience  or  nonfeasibility  of  otherwise  obtaining an adequate
remedy in such event.


     14.3. SPECIFIC PERFORMANCE.

         Sellers  acknowledge  that the Assets to be sold and delivered to Buyer
pursuant to this  Agreement are unique and that Buyer has no adequate  remedy at
law if Sellers  shall fail to perform any of their  obligations  hereunder,  and
Sellers therefore  confirm and agree that Buyer's right to specific  performance
is  essential  to protect the rights and  interests  of Buyer.  Accordingly,  in
addition to any other  remedies  which Buyer may have  hereunder or at law or in
equity or  otherwise,  Sellers  hereby  agree that Buyer shall have the right to
have all  obligations,  undertakings,  agreements  and other  provisions of this
Agreement  specifically performed by Sellers and that Buyer shall have the right
to obtain an order or decree of such specific  performance  in any of the courts
of the United States or of any state or other political subdivision thereof.


                                   ARTICLE 15.
                               GENERAL PROVISIONS


     15.1. ADDITIONAL ACTIONS, DOCUMENTS AND INFORMATION.

         Buyer  agrees  that it will,  at any  time,  prior  to, at or after the
Transfer  Date,  take or cause to be taken such  further  actions,  and execute,
deliver  and file or cause to be  executed,  delivered  and filed  such  further
documents  and  instruments  and  obtain  such  consents,  as may be  reasonably
requested by Sellers in

                                      -53-

<PAGE>



connection with the  consummation of the purchase and sale  contemplated by this
Agreement.  Sellers agree that they will, at any time, prior to, at or after the
Transfer  Date,  take or cause to be taken such  further  actions,  and execute,
deliver  and file or cause to be  executed,  delivered  and filed  such  further
documents  and  instruments  and  obtain  such  consents,  as may be  reasonably
requested by Buyer in connection with the  consummation of the purchase and sale
contemplated by this Agreement.


     15.2. BROKERS.

         Each Seller  represents  to Buyer that such Seller has not engaged,  or
incurred  any  unpaid   liability  (for  any  brokerage  fees,   finders'  fees,
commissions or otherwise) to, any broker, finder or agent in connection with the
transactions  contemplated  by this  Agreement;  except for Salomon Smith Barney
(whose fee is the sole  responsibility  of Buyer),  Buyer  represents to Sellers
that Buyer has not engaged,  or incurred any unpaid liability (for any brokerage
fees, finders' fees,  commissions or otherwise) to, any broker,  finder or agent
in connection with the transactions  contemplated by this Agreement;  and Seller
agrees to indemnify  Buyer, and Buyer agrees to indemnify  Sellers,  against any
claims asserted  against the other party for any such fees or commissions by any
person  purporting to act or to have acted for or on behalf of the  indemnifying
party.   Notwithstanding   any  other   provision   of  this   Agreement,   this
representation  and warranty shall survive the Transfer Date without  limitation
and shall not be subject to the Basket Amount contained in Section 12.4.


     15.3. EXPENSES AND TAXES.

         Each party  hereto shall pay its own  expenses  incurred in  connection
with  this  Agreement  and  in  the  preparation  for  and  consummation  of the
transactions provided for herein.  Notwithstanding the foregoing,  Buyer, on the
one hand,  and  Sellers,  on the other hand,  shall each pay one-half of (a) all
sales (including,  without  limitation,  bulk sales), use,  documentary,  stamp,
gross receipts,  registration,  transfer, conveyance, excise, recording, license
and other similar Taxes and fees ("Transfer  Taxes") applicable to, imposed upon
or arising  out of the sale by Sellers  and the  purchase by Buyer of the Assets
whether now in effect or hereinafter  adopted and regardless of which party such
Transfer Tax is imposed upon (except for any Taxes  incurred by Sellers from any
gain realized on the sale of the Assets hereunder, which Taxes shall be the sole
responsibility of Sellers),  (b) any FCC filing fees incurred in connection with
the assignment of the FCC Licenses to Buyer, (c) any fees and expenses  incurred
in connection with any HSR Filings,  and (d) the fees and expenses of Geraghty &
Miller for the environmental site assessments  performed on the Real Property as
disclosed on Schedule 3.16.

                                      -54-

<PAGE>



     15.4. NOTICES.

         All notices, demands, requests, or other communications which may be or
are  required  to be given or made by any party to any other  party  pursuant to
this  Agreement  shall be in  writing  and  shall be hand  delivered,  mailed by
first-class  registered or certified  mail,  return receipt  requested,  postage
prepaid,  delivered by overnight air courier, or transmitted by telegram, telex,
or facsimile transmission addressed as follows:

                           If to Buyer:

                                    STC Broadcasting, Inc.
                                    3839 4th Street North
                                    Suite 420
                                    St. Petersburg, Florida  33703
                                    Attn:   David Fitz
                                    Fax:    (813) 821-8092

                           with copies (which shall not constitute notice) to:

                                    Hogan & Hartson L.L.P.
                                    555 Thirteenth Street, N.W.
                                    Washington, D.C.  20004
                                    Attn:   William S. Reyner, Jr., Esq.
                                    Fax:    (202) 637-5910
                           and to:

                                    Hicks, Muse, Tate & Furst Incorporated
                                    200 Crescent Court
                                    Suite 1600
                                    Dallas, Texas  75201
                                    Attn:   Lawrence D. Stuart, Jr.
                                    Fax:    (214) 740-7355
                           If to any Seller:

                                    Sinclair Broadcast Group, Inc.
                                    2000 W. 41st Street
                                    Baltimore, Maryland  21211
                                    Attn:   David D. Smith, President
                                    Fax:    (410) 467-5043
                           with copies (which shall not constitute notice) to:

                                      -55-

<PAGE>

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

                           and to:

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

or such other  address as the  addressee  may indicate by written  notice to the
other parties.

         Each notice, demand,  request, or communication which shall be given or
made in the manner  described above shall be deemed  sufficiently  given or made
for all  purposes at such time as it is  delivered  to the  addressee  (with the
return  receipt,  the  delivery  receipt,  the  affidavit  of messenger or (with
respect to a telex) the  answerback  being deemed  conclusive  but not exclusive
evidence  of such  delivery)  or at such  time as  delivery  is  refused  by the
addressee upon presentation.


     15.5. WAIVER.

         No delay or failure on the part of any party hereto in  exercising  any
right,  power or privilege under this Agreement or under any other instrument or
document given in connection with or pursuant to this Agreement shall impair any
such right, power or privilege or be construed as a waiver of any default or any
acquiescence  therein. No single or partial exercise of any such right, power or
privilege shall preclude the further exercise of such right, power or privilege,
or the exercise of any other right, power or privilege. No waiver shall be valid
against any party hereto  unless made in writing and signed by the party against
whom  enforcement of such waiver is sought and then only to the extent expressly
specified therein.


     15.6. BENEFIT AND ASSIGNMENT.

         15.6.1.  No Seller  shall assign this  Agreement,  in whole or in part,
whether by operation of law or otherwise,  without the prior written  consent of
Buyer and any purported assignment contrary to the terms hereof shall be null,

                                      -56-

<PAGE>



void and of no force and effect.  The Buyer shall not assign this Agreement,  in
whole or in part,  whether by operation of law or  otherwise,  without the prior
written  consent of Sellers and any purported  assignment  contrary to the terms
hereof shall be null, void and of no force and effect; provided,  however, Buyer
shall be entitled,  without the consent of Sellers, to assign Buyer's rights and
interests  hereunder  (in whole or in part as to any  Station)  (a) prior to the
Transfer Date, to any Person that directly or indirectly is in control of, or is
controlled by, or is under common control with Buyer; further provided, however,
that Buyer  gives  Seller  written  notice  thereof and such  assignee  shall be
responsible for all representations, covenants and agreements of Buyer hereunder
as if such assignee was a party hereto,  and that any such assignment  shall not
relieve Buyer of any of its  Liabilities  hereunder;  and (b) from and after the
Transfer Date, to any Person.

         15.6.2.  This  Agreement  shall be binding  upon and shall inure to the
benefit of the parties  hereto and their  respective  successors  and assigns as
permitted  hereunder.  No  Person,  other  than the  parties  hereto  and  their
respective  successors  and  assigns  as  permitted  hereunder,  is or  shall be
entitled to bring any action to enforce any provision of this Agreement  against
any of the parties  hereto,  and the covenants and  agreements set forth in this
Agreement shall be solely for the benefit of, and shall be enforceable  only by,
the parties  hereto or their  respective  successors  and  assigns as  permitted
hereunder.


     15.7. ENTIRE AGREEMENT; AMENDMENT.

         This  Agreement,  including the  Schedules and Exhibits  hereto and the
other instruments and documents referred to herein or delivered pursuant hereto,
contains  the entire  agreement  among the parties  with  respect to the subject
matter hereof and supersedes all prior oral or written  agreements,  commitments
or understandings  with respect to such matters.  No amendment,  modification or
discharge  of this  Agreement  shall be valid or  binding  unless  set  forth in
writing and duly executed by each of the parties hereto.


     15.8. SEVERABILITY.

         If any part of any provision of this  Agreement or any other  contract,
agreement,  document or writing  given  pursuant to or in  connection  with this
Agreement  shall be invalid or  unenforceable  under  applicable  law, such part
shall be ineffective to the extent of such invalidity or unenforceability  only,
without in any way  affecting  the  remaining  parts of such  provisions  or the
remaining provisions of said contract, agreement, document or writing.

                                      -57-

<PAGE>



     15.9. HEADINGS.

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


     15.10. GOVERNING LAW.

         This Agreement,  the rights and obligations of the parties hereto,  and
any claims or disputes  relating  thereto,  shall be  governed by and  construed
under and in  accordance  with the laws of the State of New York,  excluding the
choice of law rules thereof.


     15.11. SIGNATURE IN COUNTERPARTS.

         This Agreement may be executed in separate counterparts,  none of which
need contain the signatures of all parties,  each of which shall be deemed to be
an  original,  and all of  which  taken  together  constitute  one and the  same
instrument.  It shall not be  necessary  in making  proof of this  Agreement  to
produce  or  account  for more than the number of  counterparts  containing  the
respective signatures of, or on behalf of, all of the parties hereto.


                                      -58-

<PAGE>


         IN WITNESS WHEREOF,  each of the parties hereto has executed this Asset
Purchase  Agreement,  or has caused  this Asset  Purchase  Agreement  to be duly
executed  and  delivered  in its name on its behalf,  all as of the day and year
first above written.

                                       STC BROADCASTING OF VERMONT, INC.


                                       By:______________________________________
                                       Name:  David A. Fitz
                                       Title:    Chief Financial Officer



                                       TUSCALOOSA BROADCASTING, INC.


                                       By:______________________________________
                                       Name:  David B. Amy
                                       Title:     Treasurer and Secretary



                                       WPTZ LICENSEE, INC.


                                       By:______________________________________
                                       Name:  David B. Amy
                                       Title:     Treasurer and Secretary



                                       WNNE LICENSEE, INC.


                                       By:______________________________________
                                       Name:  David B. Amy
                                       Title:     Treasurer and Secretary



<PAGE>


                                     ANNEX I
                                   DEFINITIONS


         "ACCOUNTING FIRM" shall have the meaning set forth in Section 2.6.2.

         "ACCOUNTS  RECEIVABLE" means all cash accounts  receivable with respect
to the Stations as of the end of the  broadcast  day  immediately  preceding the
Transfer Date.

         "ADDITIONAL  AGREEMENTS"  shall have the  meaning  set forth in Section
6.1.6(a).

         "AFFILIATE"  shall mean,  with respect to any Person,  any other Person
that, (a) directly or indirectly is in control of, is controlled by, or is under
common control with,  the first Person,  (b) is an officer,  director,  trustee,
partner (general or limited), employee or holder of five percent (5%) or more of
any class of any voting or  non-voting  securities  or other equity in the first
Person,  (c) is an officer,  director,  trustee,  partner  (general or limited),
employee  or holder of five  percent  (5%) or more of any class of the voting or
non-voting securities or other equity in any Person which directly or indirectly
is in control of, is controlled  by, or is under common  control with, the first
Person,  and (d) any Family of any  individual  included in (a), (b) or (c). For
purposes of this  definition,  "control"  (including with  correlative  meanings
"controlled by" and "under common control with") shall mean possession, directly
or  indirectly,  of either (X) five  percent (5%) or more of the voting power of
the securities having ordinary voting power for the election of directors of the
first  Person,  or (Y) the  power  to  direct  or  cause  the  direction  of the
management  or  policies  of the first  Person  (whether  through  ownership  of
securities,  partnership interests or any other ownership or debt interests,  by
contract or otherwise).

         "AGREEMENT" shall have the meaning set forth in the Preamble.

         "APPLICANT" shall have the meaning set forth in Section 4.5.2.

         "ASSETS" shall have the meaning set forth in Section 2.1.

         "ASSIGNMENT  OF CONTRACTS AND LEASES" means that certain  Assignment of
Contracts  and Leases,  dated as of the  Transfer  Date and executed by Sellers,
substantially in the form attached hereto as Exhibit C.

         "ASSIGNMENT  OF FCC  LICENSES"  means that  certain  Assignment  of FCC
Licenses, dated as of the Closing Date and executed by Sellers, substantially in
the form attached hereto as Exhibit B.

         "ASSUMED LIABILITIES" mean the Liabilities assumed by Buyer pursuant to
Section 2.8.



<PAGE>



         "ASSUMPTION  AGREEMENT" means that certain Assumption Agreement,  dated
the Transfer Date and executed by Buyer and Sellers,  substantially  in the form
attached hereto as Exhibit D.

         "BALANCE SHEET" shall have the meaning set forth in Section 3.5.1.

         "BASE PURCHASE PRICE" shall have the meaning set forth in Section 2.4.

         "BASKET AMOUNT" shall have the meaning set forth in Section 12.4.2.

         "BENEFIT  ARRANGEMENT"  means  any  benefit  arrangement,   obligation,
custom, or practice,  whether or not legally  enforceable,  to provide benefits,
other than salary, as compensation for services  rendered,  to present or former
directors,  employees,  agents,  or  independent  contractors,  other  than  any
obligation,  arrangement,  custom or practice that is a Plan, including, without
limitation,   employment  agreements,   executive   compensation   arrangements,
incentive  programs or  arrangements,  sick leave,  vacation pay,  plant closing
benefits, salary continuation for disability,  consulting, or other compensation
arrangements,  workers' compensation,  retirement, deferred compensation, bonus,
stock option or purchase,  hospitalization,  medical insurance,  life insurance,
tuition  reimbursement or scholarship  programs,  perquisite,  company cars, 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  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 PLANS" shall have the meaning set forth in Section 3.14.1.

         "BILL OF SALE"  means  that  certain  Bill of Sale  and  Assignment  of
Assets, dated as of the Transfer Date and executed by Sellers,  substantially in
the form attached hereto as Exhibit A.

         "BUYER DOCUMENTS" shall mean, collectively, this Agreement, the Deposit
Escrow Agreement, the Assumption Agreement and the TBA Agreement.

         "BUYER'S PLAN" shall have the meaning set forth in Section 8.4.5.

         "CLOSING" shall have the meaning set forth in Section 11.1.1.

         "CLOSING DATE" shall have the meaning set forth in Section 11.1.1.

         "CODE" means the Internal  Revenue  Code of 1986,  as amended,  and all
Laws promulgated pursuant thereto or in connection therewith.
        
                                    ANNEX I-2

<PAGE>



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

         "CURRENT  BALANCE  SHEET  DATE"  shall  have the  meaning  set forth in
Section 3.5.2.

         "DEFERRED  CONTRACT"  shall  have the  meaning  set  forth  in  Section
6.2.10(b).

         "DEPOSIT" shall have the meaning set forth in Section 2.3.

         "DEPOSIT ESCROW AGENT" means George Mason Bank.

         "DEPOSIT ESCROW AGREEMENT" means that certain Escrow Agreement dated as
of the date hereof by and among Buyer, Sellers and the Deposit Escrow Agent.

         "DESIGNATED  PROPERTIES"  shall have the  meaning  set forth in Section
6.2.10(b).

         "DMA" means the designated  market area for a particular  television or
radio station as determined by the A.C. Nielsen Co.

         "ENCUMBRANCES" mean any mortgages,  pledges, liens, security interests,
defects in title, easements, rights-of-way,  encumbrances,  restrictions and any
other matters affecting title.

         "ENVIRONMENTAL  LAWS" means the Comprehensive  Environmental  Response,
Compensation  and Liability Act of 1980,  ("CERCLA") as amended by the Superfund
Amendments and Reauthorization Act of 1986 ("SARA"), 42 U.S.C. ss. 9601 et seq.;
the Toxic  Substances  Control Act  ("TSCA"),  15 U.S.C.  ss. 2601 et seq.;  the
Hazardous Materials Transportation Act, 49 U.S.C. ss. 1802 et seq.; the Resource
Conservation  and Recovery Act ("RCRA"),  42 U.S.C.  ss. 9601 et seq.; the Clean
Water Act ("CWA"),  33 U.S.C.  ss. 1251 et seq.; the Safe Drinking Water Act, 42
U.S.C. ss. 300f et seq.; the Clean Air Act ("CAA"),  42 U.S.C. ss. 7401 et seq.;
or any other  applicable  federal,  state,  or local laws  relating to Hazardous
Materials generation,  production,  use, storage,  treatment,  transportation or
disposal, or the protection of the environment from Hazardous Materials

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, and all Laws promulgated pursuant thereto or in connection therewith.

                                   ANNEX I-3

<PAGE>



         "ERISA  AFFILIATE"  means any  person  that,  together  with any Seller
Party,  would be or was prior to March 17,  1997  treated  as a single  employer
under Section 414 of the Code or Section 4001 of ERISA.

         "EXCLUDED ASSETS" shall have the meaning set forth in Section 2.2.

         "FAMILY"  of  an  individual  includes  (a)  the  individual,  (b)  the
individual's  spouse and former spouses and any other natural person who resides
with such  individual,  (c) any  other  natural  person  who is  related  to the
individual or any person described in the preceding clause (b) within the second
degree.

         "FCC" means the Federal Communications Commission.

         "FCC APPLICATIONS" shall have the meaning set forth in Section 5.1.

         "FCC LICENSES" shall have the meaning set forth in Section 2.1.1.

         "FCC ORDER" means an order or orders of the FCC, or of the Chief,  Mass
Media Bureau of the FCC,  acting under  delegated  authority,  consenting to the
assignment to Buyer of the FCC Licenses for the Stations.

         "FINAL  PRORATION  AMOUNT"  shall have the meaning set forth in Section
2.6.2.

         "GOVERNMENTAL  AUTHORITY"  means  any  agency,  board,  bureau,  court,
commission,  department,  instrumentality or administration of the United States
government,  any foreign government,  any state government or any local or other
governmental  body in a state,  territory or  possession of the United States or
the District of Columbia.

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

         "HAZARDOUS  MATERIALS"  means  any  wastes,  substances,  or  materials
(whether solids, liquids or gases) that are deemed hazardous, toxic, pollutants,
or contaminants,  including without limitation, substances defined as "hazardous
wastes," "hazardous substances," "toxic substances," "radioactive materials," or
other similar  designations  in, or otherwise  subject to regulation  under, any
Environmental Laws.

         "HERITAGE  SUBSIDIARIES"  shall  have  the  meaning  set  forth  in the
Recitals.

                                   ANNEX I-4

<PAGE>



         "HERITAGE AGREEMENT" shall have the meaning set forth in the Recitals.

         "HMSI" shall have the meaning set forth in the Recitals.

         "HSR FILING" shall have the meaning set forth in Section 5.2.

         "INDEMNITY CAP" shall have the meaning set forth in Section 12.4.2.

         "INDEMNIFIED PARTY" and "INDEMNIFYING  PARTY" shall have the respective
meanings set forth in Section 12.5.1.

         "INTELLECTUAL  PROPERTY"  shall have the  meaning  set forth in Section
2.1.4.

         "LAWS" means any  federal,  state or local law,  foreign law,  statute,
code,  ordinance,  regulation,  order,  writ,  injunction,  judgment  or  decree
applicable to the specified Person and to the businesses and assets thereof.

         "LEASED PROPERTY" shall have the meaning set forth in Section 2.1.2(b).

         "LETTER OF CREDIT" shall have the meaning set forth in Section 2.3.

         "LIABILITIES" shall mean, as to any Person, all debts,  adverse claims,
liabilities and obligations,  direct,  indirect,  absolute or contingent of such
Person, whether accrued, vested or otherwise,  whether in contract, tort, strict
liability or otherwise  and whether or not  actually  reflected,  or required by
generally  accepted  accounting  principles  to be  reflected,  in such Person's
balance sheets or other books and records.

         "LICENSE  ASSETS"  shall  mean the FCC  Licenses  and the other  Assets
described on Schedule I hereto.

         "LMA" means any time brokerage agreement,  local marketing arrangement,
joint sales agreement,  joint operating agreement,  limited management agreement
or other similar agreement or contract.

         "LOSSES"  means any and all  demands,  claims,  complaints,  actions or
causes of action, suits, proceedings, investigations, arbitrations, assessments,
losses,  damages,  liabilities,  obligations (including those arising out of any
action,  such as any  settlement  or  compromise  thereof or  judgment  or award
therein) and any costs and expenses,  including, without limitation,  reasonable
attorneys' fees and disbursements.

                                   ANNEX I-5

<PAGE>



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

         "MULTIEMPLOYER  PLAN"  means any Plan  described  in  Section  3(37) of
ERISA.

         "NETWORK AGREEMENT" shall have the meaning set forth in Section 2.1.8.

         "NON-LICENSE  ASSETS"  shall mean the  Assets,  other than the  License
Assets.

         "NON-LICENSE  TRANSFER"  shall  have the  meaning  set forth in Section
11.2.1.

         "NON-LICENSE TRANSFER DATE" shall have the meaning set forth in Section
11.2.1.

         "OPERATING  CONTRACTS"  shall  have the  meaning  set forth in  Section
2.1.9.

         "ORDINARY  COURSE OF BUSINESS" means the ordinary course of business of
the Stations  consistent with past practices of the Heritage  Subsidiaries  both
with respect to type and amount;  any actions taken pursuant to the requirements
of law or contracts  existing on the date hereof shall be deemed to be action in
the Ordinary Course of Business.

         "OUTSIDE DATE" shall have the meaning set forth in Section 11.2.1.

         "PERMITTED ENCUMBRANCES" means (a) Encumbrances of a landlord, or other
statutory  lien not yet due and payable,  or a landlord's  liens  arising in the
Ordinary  Course of  Business,  (b)  Encumbrances  arising  in  connection  with
equipment or  maintenance  financing  or leasing  under the terms of the Station
Contracts  set forth on the Schedules  which have been made  available to Buyer,
(c)  Encumbrances  arising  pursuant to the terms of leases on Real  Property or
Leased  Property as set forth on  Schedule  2.1.1 and  Schedule  2.1.9 which are
subject to any lease or sublease to a third party,  (d)  Encumbrances  for Taxes
not yet due and  payable  or which  are  being  contested  in good  faith and by
appropriate

                                   ANNEX I-6

<PAGE>



proceedings if adequate reserves with respect thereto are maintained on Seller's
books  in  accordance  with  generally  accepted  accounting   principles,   (e)
Encumbrances that do not materially  detract from the value of any of the Assets
or  materially  interfere  with the use thereof as currently  used, or (f) those
Encumbrances on Schedule 3.8.

         "PERSON" shall mean any individual,  corporation,  partnership, limited
liability company, joint venture, trust, unincorporated organization, other form
of business or legal entity or Governmental Authority.

         "PLAN" means any plan, program or arrangement,  whether or not written,
that is or was an  "employee  benefit  plan" as such term is  defined in Section
3(3) of ERISA and (a) which was or is  established  or  maintained by any Seller
Party or any ERISA Affiliate for the benefit of any current or former  employees
of the Stations;  (b) to which any Seller Party  contributed or was obligated to
contribute or to fund or provide  benefits or had any liability  (whether actual
or contingent) with respect to any of its assets or otherwise for the benefit of
any  current or former  employees  of the  Stations;  or (c) which  provides  or
promises  benefits to any person who performs or who has performed  services for
the  Stations  and because of those  services  is or has been (i) a  participant
therein or (ii) entitled to benefits thereunder.

         "PROGRAM CONTRACTS" shall have the meaning set forth in Section 2.1.5.

         "PRORATION AMOUNT" shall have the meaning set forth in Section 2.6.1.

         "PRORATION  ITEMS" shall mean any power and utility  charges,  business
and license fees (including retroactive adjustments thereof),  sales and service
charges, commissions,  special assessments, and rental payments and personal and
real estate  Taxes and  assessments  with  respect to the Real  Property,  taxes
(except for Taxes arising from the transfer of the Assets hereunder),  deposits,
Trade-out  Agreements,  accrued  vacation,  unused sick leave and other  similar
prepaid and  deferred  items and any other  operating  expenses  incurred in the
Ordinary  Course of Business  (except  with respect to Program  Contracts,  only
those  payments  due and  payable  during the month in which the  Transfer  Date
occurs shall be prorated). The parties acknowledge and agree that there shall be
excluded from Proration  Items the following:  (a) severance pay relating to any
employee  of any  Seller who shall have been  terminated  prior to the  Transfer
Date,  and (b) any  Liabilities  not being assumed by Buyer in  accordance  with
Section 2.8.

         "PURCHASE PRICE" shall have the meaning set forth in Section 2.4.

                                    ANNEX I-7

<PAGE>



         "QUALIFIED  PLAN"  means a Plan that  satisfies,  or is intended by any
Seller Party to satisfy,  the  requirements for tax  qualification  described in
Section  401 of the  Code  including,  without  limitation,  any  Plan  that was
terminated  on or after July 1, 1989,  as to which any Seller Party may have any
actual or contingent liability.

         "REAL PROPERTY" shall have the meaning set forth in Section 2.1.2(a).

         "RESTRICTED  CONTRACTS"  shall  have the  meaning  set forth in Section
6.2.10(a).

         "SCHEDULES" shall mean the disclosure  schedules delivered by Seller to
Buyer in connection herewith.

         "SELLER  DOCUMENTS"  shall  mean,  collectively,  this  Agreement,  the
Deposit Escrow  Agreement,  the Assignment of Contracts and Leases,  the Bill of
Sale,  the  Assignment of FCC  Licenses,  the  Assumption  Agreement and the TBA
Agreement.

         "SELLER  PARTIES"  shall  mean,  collectively,  Sellers,  HMC  and  the
Heritage Subsidiaries.

         "SELLER TAX RETURNS" means all federal, state, local, foreign and other
applicable  Tax returns,  declarations  of estimated Tax reports  required to be
filed by any Seller or any of the Heritage  Subsidiaries  in connection with the
business and  operations of the Stations  (without  regard to extensions of time
permitted by law or otherwise).

         "SELLERS' PLAN" shall have the meaning set forth in Section 8.4.5.

         "STATION"  and  "STATIONS"  shall  have the  meaning  set  forth in the
Recitals.

         "STATION CONTRACTS" shall have the meaning set forth in Section 2.1.9.

         "STC" shall have the meaning set forth in the Recitals.

         "TAXES" means all federal,  state and local taxes  (including,  without
limitation,  income,  profit,  franchise,  sales,  use, real property,  personal
property, ad valorem, excise,  employment,  social security and wage withholding
taxes) and installments of estimated taxes, assessments,  deficiencies,  levies,
imports, duties, license fees, registration fees, withholdings, or other similar
charges of every kind,  character  or  description  imposed by any  Governmental
Authorities.

                                   ANNEX I-8

<PAGE>



         "TBA AGREEMENT" shall have the meaning set forth in Section 8.9.

         "THIRD PARTY SALE" shall have the meaning set forth in Section 11.1.3.

         "TIME  SALES  AGREEMENTS"  shall have the  meaning set forth in Section
2.1.7.

         "TRADE-OUT  AGREEMENTS"  shall  have the  meaning  set forth in Section
2.1.6.

         "TRANSFER DATE" shall mean the earlier of the Non-License Transfer Date
or the Closing Date.

         "TRANSFER TAXES" shall have the meaning set forth in Section 15.3.

         "TRANSFERRED  EMPLOYEES"  shall have the  meaning  set forth in Section
8.4.1.

         "TRANSMISSION DEFECT" shall have the meaning set forth in Section 9.2.

         "TRUSTEE" shall have the meaning set forth in the Recitals.

         "WELFARE PLAN" means an "employee welfare benefit plan" as such term is
defined in Section 3(1) of ERISA.

         "WFFF" shall have the meaning set forth in the Recitals.

         "WNNE" shall have the meaning set forth in the Recitals.

         "WPTZ" shall have the meaning set forth in the Recitals.


                                    ANNEX I-9

<PAGE>



                                    EXHIBIT E

                            TIME BROKERAGE AGREEMENT

         This TIME BROKERAGE  AGREEMENT (this "Agreement") is entered into as of
the ___ day of ________,  1998, by and among  TUSCALOOSA  BROADCASTING,  INC., a
Maryland corporation ("Tuscaloosa"), WPTZ LICENSEE, INC., a Maryland corporation
("WPTZ  Licensee")  and WNNE  LICENSEE,  INC.,  a  Maryland  corporation  ("WNNE
Licensee") (Tuscaloosa, WPTZ Licensee and WNNE Licensee, collectively, "Owner"),
and STC BROADCASTING OF VERMONT, INC., a Delaware corporation ("Programmer").

                                    RECITALS:

         WHEREAS,  Owner is the licensee,  pursuant to authorizations  issued by
the Federal  Communications  Commission ("FCC"), of television broadcast station
WPTZ-TV,  Channel 5, North Pole,  New York  ("WPTZ")  and  television  broadcast
station  WNNE-TV,  Channel  31,  Hartford,  Vermont  ("WNNE"),  licensed to WPTZ
Licensee and WNNE Licensee, respectively;

         WHEREAS,  Owner  is the  programmer  of  television  broadcast  station
WFFF-TV,  Channel  44,  Burlington,  Vermont  ("WFFF")  (WPTZ,  WNNE  and  WFFF,
individually, a "Station" and collectively, the "Stations");

         WHEREAS,  Programmer and Owner entered into an Asset Purchase Agreement
dated February 3, 1998 (the "Asset Purchase  Agreement") pursuant to which Owner
has agreed to sell and Programmer has agreed to acquire substantially all of the
assets (the "Assets"),  including (without  limitation) the FCC licenses held by
Owner in connection with its ownership and operation of the Stations;



<PAGE>



         WHEREAS,   Programmer  is  experienced   in  broadcast   ownership  and
operation;

         WHEREAS,  during the terms of this  Agreement,  Owner  wishes to retain
Programmer to provide programming and related services for the Stations,  all in
conformity with Station policies and procedures, FCC rules and policies for time
brokerage arrangements, and the provisions hereof,

         WHEREAS,  Programmer  agrees  to use the  Stations  to  broadcast  such
programming of its selection that is in conformity  with all rules,  regulations
and policies of the FCC, subject to Owner's full authority to manage and control
the operation of the Stations;

         WHEREAS, Programmer and Owner agree to cooperate to make this Agreement
work to the benefit of the public and both  parties and as  contemplated  by the
terms set forth herein; and

         WHEREAS,  all capitalized  terms used herein but not otherwise  defined
have the meaning ascribed to such terms in the Asset Purchase Agreement.

                                   AGREEMENT:

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

         SECTION 1     USE OF STATION AIR TIME.

         1.1  Scope.  During  the  term  of this  Agreement,  Owner  shall  make
available  to  Programmer  broadcast  time on the  Stations as set forth in this
Agreement.  Programmer shall deliver such  programming,  at its expense,  to the
Stations'  transmitters or other authorized  remote control points designated by
Owner.  Programmer  shall provide such  programming  of  Programmer's  selection
complete with commercial  matter,  news, public service  announcements and other
suitable  programming  to the  Stations  for at least one hundred and  sixty-six
(166) hours

                                       2

<PAGE>



per week.  Except as  otherwise  provided  in this  Agreement,  Owner  agrees to
broadcast such programming in its entirety,  including  commercials at the times
specified, on the facilities of the Stations without interruption,  deletion, or
addition of any kind. Owner may use such time as Owner may require up to two (2)
hours per week, for the broadcast of its own  regularly-scheduled  news,  public
affairs, and other nonentertainment programming on the Stations, to be scheduled
at mutually  agreeable  times.  Owner may elect to set aside additional air time
(up to two (2) hours per week)  (the  "Additional  Time") to be  scheduled  at a
mutually  agreeable  time,  for  the  broadcast  of  specific  non-entertainment
programming on issues of importance to the local community.  Owner shall provide
Programmer with as much notice as possible,  but in no event less than three (3)
weeks' notice,  of its intention to set aside such Additional  Time. All program
time not  reserved  by or  designated  for Owner shall be  available  for use by
Programmer.  Owner agrees that  Programmer  may sell, or engage a third party to
sell,  commercial  time during the  programming  provided by  Programmer  to the
Stations for Programmer's account.

         1.2 Term.  This Agreement shall commence on the date of the Non-License
Transfer as contemplated in the Asset Purchase Agreement (the "Effective Date"),
and end on the Closing Date (the "Term"),  unless terminated earlier pursuant to
any of the provisions of Section 5 hereof.

         SECTION 2      STATION OPERATIONS.

         2.1 Owner Control Over Station Operations.

                  (a) Owner shall retain full authority,  power and control over
the  management  and  operations  of the  Stations  during  the Term,  including
specifically,  control  over the  personnel,  programming  and  finances  of the
Stations.

                                       3

<PAGE>



                  (b) Subject to Owner's full authority,  power and control over
the  management  and  operations of the Stations,  Programmer  agrees to provide
programming and related  services to the Stations.  Such related  services shall
include: (i) the sale of advertising time on the Stations;  (ii) coordination of
traffic and billing functions; (iii) maintenance,  repair and replacement of the
Stations'  transmitting or studio equipment and the other Assets, and (iv) other
administrative  or  operational  functions as Owner and Programmer may agree to,
consistent with FCC rules and regulations relating to time brokerage agreements.
Programmer  shall  provide  and  perform  Programmer's   obligations  hereunder,
including  all related  services,  diligently  and in a manner  consistent  with
broadcast industry practices.

                  (c) Owner  shall  employ at WPTZ's main  studio  location,  at
Owner's expense,  a Station Manager and a staff level employee,  who will direct
the  day-to-day  operations  of the  Stations,  and who  will  report  to and be
accountable  to Owner.  Such  employees  shall be paid  reasonable  compensation
commensurate with their job responsibilities, as mutually agreed to by Owner and
Programmer.

                  (d) When on the Owner's premises,  all employees of Programmer
used to provide Programmer's programming or other services to the Stations shall
be subject to the overall supervision of Owner's management personnel.

         2.2 Station Expenses.  During the Term, Programmer shall be responsible
for and shall  reimburse  Owner within fifteen (15) days following  receipt of a
request for reimbursement by Owner for any direct  out-of-pocket  costs incurred
by Owner as necessary to preserve and maintain the FCC Licenses and other Assets
of the Stations then owned by Owner (including the expenses of Owner as a result
of Section 2.1(c) above).

         2.3  Consideration.  As  consideration  for the air time made available
hereunder and the

                                       4

<PAGE>



other agreements of the parties made hereunder,  Programmer  agrees to pay Owner
the payments set forth in Attachment 2.3 hereto.  Notwithstanding  any provision
of this  Agreement to the  contrary,  in the event of a  preemption  by Owner of
Programmer's programming under Sections 1.1 (with respect to the Additional Time
only),  3.2,  4.1 or 4.2 of this  Agreement,  the Monthly  Payment as defined in
Attachment  2.3 shall be  reduced  by an amount  equal to (a) the  amount of the
Monthly  Payment  multiplied  by (b) a fraction  the  numerator  of which is the
number of minutes of  Programmer's  programming  preempted  by Owner during such
month and the denominator of which is one hundred sixty-six (166).

         SECTION 3      STATION PUBLIC INTEREST OBLIGATIONS.

         3.1 Owner  Authority.  Owner  shall be  responsible  for the  Stations'
compliance with all applicable  provisions of the Communications Act of 1934, as
amended  (the  "Act"),  the rules,  regulations  and policies of the FCC and all
other  applicable  laws.  Programmer shall cooperate with Owner, at Programmer's
expense,  in taking such actions as Owner may reasonably request to assist Owner
in maintaining the Stations'  compliance  with the Act,  rules,  regulations and
policies of the FCC and all other  applicable  laws.  Notwithstanding  any other
provision  of this  Agreement,  Programmer  recognizes  that  Owner has  certain
obligations  to operate the  Stations in the public  interest,  and to broadcast
programming  to meet the needs and  interests of the  Stations'  communities  of
license  and  service  area.  From time to time  Owner  shall  air,  or if Owner
requests, Programmer shall air, programming on issues of importance to the local
community.  Nothing in this Agreement  shall abrogate or limit the  unrestricted
authority of Owner to discharge Owner's  obligations to the public and to comply
with the Act and the rules, regulations and policies of the FCC, and Owner shall
have no liability or obligation to Programmer, for

                                       5

<PAGE>



taking any action that Owner deems  necessary or  appropriate  to discharge such
obligations or comply with such laws, rules, regulations or policies.

         3.2 Additional  Owner  Obligations.  Although both Owner and Programmer
shall  cooperate in the  broadcast of emergency  information  over the Stations,
Owner shall retain the right, without any liability or obligation to Programmer,
to interrupt Programmer's programming in case of an emergency or for programming
which,  in the good faith  judgment  of Owner,  is of greater  local or national
public  importance.  In all such cases,  Owner  shall use  Owner's  commercially
reasonable  efforts  to  provide  Programmer  notice  of  Owner's  intention  to
interrupt Programmer's programming.  Owner shall coordinate with Programmer each
Station's hourly station  identification and any other announcements required to
be aired by FCC rules or  regulations.  Owner shall (a) continue to maintain and
staff a main studio in  compliance  with the rules of the FCC, (b) maintain each
Station's  local  public  inspection  file within each  Station's  community  of
license,  and (c) prepare and place in such  inspection  file in a timely manner
all material  required by Section 73.3526 of the FCC's Rules,  including without
limitation each Station's  quarterly  issues and program lists and FCC Form 398.
Programmer  shall,  upon  request  by Owner,  promptly  provide  Owner with such
information concerning  Programmer's programs and advertising as is necessary to
assist Owner in the preparation of such information or to enable Owner to verify
independently the Stations'  compliance with any other laws, rules,  regulations
or policies applicable to the Stations' operation. Owner shall also maintain the
station  logs,  receive  and  respond to  telephone  inquiries,  and control and
oversee any remote control point for the Stations.

                                       6

<PAGE>



         SECTION 4     STATION PROGRAMMING & OPERATIONAL POLICIES.

         4.1 Broadcast Station Programming Policy Statement. Owner has adopted a
Broadcast Station Programming Policy Statement (the "Policy Statement"),  a copy
of which appears as Attachment  4.1 hereto and which may be amended from time to
time in order to comply with the rules and  regulations of the FCC by Owner upon
written notice to Programmer.  Programmer  agrees and covenants to comply in all
material respects with the Policy  Statement,  with all rules and regulations of
the FCC, and with all changes  subsequently made by Owner or the FCC. Programmer
shall furnish or cause to be furnished  the artistic  personnel and material for
the programs as provided by this  Agreement  and all programs  shall be prepared
and presented in conformity with the rules,  regulations and policies of the FCC
and with the Policy Statement. All advertising spots and promotional material or
announcements  shall  comply  with  all  applicable  federal,  state  and  local
regulations  and  policies  and the Policy  Statement,  and shall be produced in
accordance with quality standards established by Programmer. If Owner determines
that a program,  commercial  announcement  or promotional  material  supplied by
Programmer is for any reason, in Owner's reasonable  discretion,  unsatisfactory
or  unsuitable or contrary to the public  interest,  or does not comply with the
Policy  Statement  Owner may, upon written  notice to Programmer  (to the extent
time permits such notice), and without any liability or obligation to Programmer
suspend or cancel such program,  commercial announcement or promotional material
and substitute  its own  programming  or, if Owner  requests,  Programmer  shall
provide  promptly  suitable  programming,   commercial   announcement  or  other
announcement or promotional material.

         4.2 Owner Control of Station Programming.  Notwithstanding any contrary
provision  contained in this Agreement,  and consistent with Owner's obligations
pursuant to the Act and the

                                       7

<PAGE>



rules and  regulations  of the FCC,  Owner  shall  have the right,  without  any
liability or obligation  to  Programmer to delete any material  contained in any
programming or commercial  matter furnished by Programmer for broadcast over the
Stations that Owner  determines is unsuitable  for broadcast or the broadcast of
which Owner believes would be contrary to the public interest.  Owner shall have
the right,  without any  liability  or  obligation  to  Programmer  to broadcast
Owner's own programming in place of such deleted material.

         4.3 [INTENTIONALLY OMITTED].

         4.4 Political Advertising.  Owner shall oversee and shall take ultimate
responsibility  for the Stations'  compliance  with the  political  broadcasting
rules of the FCC and Sections 312 and 315 of the Act,  including but not limited
to, the  provision of equal  opportunities,  compliance  with lowest unit charge
requirements,  and the  provision  of  reasonable  access to  federal  political
candidates.  Programmer shall cooperate with Owner, at Programmer's  expense, to
assist  Owner in complying  with the  political  broadcasting  rules of the FCC.
Programmer shall supply such  information  promptly to Owner as may be necessary
to comply with the lowest unit charge and other applicable  political  broadcast
requirements  of federal  law.  To the  extent  that Owner  deems  necessary  or
appropriate,  Programmer shall release  advertising  availabilities  to Owner to
permit  Owner to comply  with the  political  broadcasting  rules of the FCC and
Sections  312 and 315 of the Act.  Programmer  shall be entitled to all revenues
received by Owner for such advertising.

         4.5 Advertising of Credit Terms. To the extent  prohibited by the rules
of the Federal Trade  Commission,  no  advertising of credit terms shall be made
over broadcast  material supplied  hereunder by Programmer beyond mention of the
fact that credit terms are available.

         4.6  Payola/Plugola.  In  order to  enable  Owner  to  fulfill  Owner's
obligations under Section 317 of the Act, Programmer, in compliance with Section
507 of the Act,  will,  in advance

                                       8

<PAGE>



of any scheduled broadcast by the Stations, disclose to Owner any information of
which  Programmer  has knowledge or which has been disclosed to Programmer as to
any money, service, or other valuable  consideration that any person has paid or
accepted,  or has agreed to pay or to accept, for the inclusion of any matter as
a part of the programming or commercial  matter to be supplied to Owner pursuant
to this  Agreement.  Programmer  will  cooperate  with  Owner,  at  Programmer's
expense,  as  necessary to ensure  compliance  with this  provision.  Commercial
matter with obvious sponsorship  identifications shall not require disclosure in
addition to that contained in the commercial copy.

         4.7 Programmer Compliance with Copyright Act. Programmer represents and
warrants that  Programmer  will have full authority to broadcast the programming
on the Stations;  that Programmer  shall not broadcast any material in violation
of the  Copyright  Act;  and the  performing  rights to all music  contained  in
broadcast  material supplied hereunder by Programmer are licensed by BMI, ASCAP,
or SESAC, are in the public domain, are controlled by Programmer, or are cleared
at the source by Programmer.

         SECTION 5       TERMINATION.

         5.1 Termination by Programmer.

                  Unless  terminated  pursuant to the provisions of Section 1.2,
this  Agreement may be terminated by Programmer by written  notice to Owner,  if
Programmer is not then in material default or breach hereof, upon the occurrence
of either of the following:

                  (a) five (5) days  following  the date of  termination  of the
Asset Purchase Agreement; or

                  (b) Owner is in material breach of Owner's  representations or
Owner's material obligations hereunder or under the Asset Purchase Agreement and
has  failed  to  cure

                                       9

<PAGE>



such breach within thirty (30) days of notice from Programmer.

         5.2 Termination by Owner.  Unless terminated pursuant to the provisions
of Section 1.2, this  Agreement may be terminated by Owner by written  notice to
Programmer,  if Owner is not then in material default or breach hereof, upon the
occurrence of any of the following:

                  (a) five (5) days  following  the date of  termination  of the
Asset Purchase Agreement; or

                  (b)   Programmer  is  in  material   breach  of   Programmer's
representations  or  Programmer's  material  obligations  hereunder or under the
Asset  Purchase  Agreement and has failed to cure such breach within thirty (30)
days of notice from Owner.

         5.3 Termination.  If not otherwise earlier  terminated,  this Agreement
will terminate, upon the first to occur of any of the following:

                  (a) this Agreement is declared  invalid or illegal in whole or
substantial part by an order or decree of an  administrative  agency or court of
competent  jurisdiction  and such order or decree has become final and no longer
subject to further  administrative  or  judicial  review,  unless as a result of
actions taken by Programmer in violation of the terms hereof;

                  (b) there has been a material  change in FCC rules or policies
that would cause this Agreement to be in violation thereof and such change is in
effect  and not the  subject  of an appeal  or  further  administrative  review,
provided that in such event the parties shall first  negotiate in good faith and
attempt to agree on an amendment to this Agreement that will provide the parties
with a valid,  binding and  enforceable  agreement  that conforms to the new FCC
rules, policies or precedent; or

                  (c) the mutual, written consent of both parties.

         5.4  Severability.  The parties  hereto  intend  that the  transactions
contemplated

                                       10

<PAGE>



hereunder  comply  in all  respects  with  the  Act and  all  applicable  rules,
regulations,  and policies of the FCC. If any provision of this Agreement  shall
be  declared  void,  illegal,  or invalid  by any  governmental  authority  with
jurisdiction thereof, the remainder of this Agreement shall remain in full force
and  effect  without  such  offending   provision  so  long  as  such  remainder
substantially   reflects  the  original  agreement  of  the  parties  hereunder.
Furthermore,  in such event, the parties shall use their commercially reasonable
efforts to reach agreement promptly on lawful substitute  provisions in place of
said  offending  provision  so as to  effectuate  more  closely  their intent as
expressed hereunder. If any governmental authority grants to any other entity or
individual  rights which are not contained in this  Agreement,  then the parties
shall use their  commercially  reasonable  efforts  to amend this  Agreement  to
provide the parties hereto such lawful  provisions which comport with any rules,
regulations and policies adopted after the date of this Agreement.

         5.5 Force Majeure. Any failure or impairment of the Assets or any delay
or interruption in the broadcast of programs,  or failure at any time to furnish
facilities, in whole or in part, for broadcast, due to Acts of God, restrictions
by any governmental authority, civil riot, floods or any other similar cause not
reasonably  within the control of Owner,  shall not  constitute a breach of this
Agreement  and Owner  will not be  liable to  Programmer  for any  liability  or
obligation with respect thereto.

         5.6 Insurance; Risk of Loss.

                  (a) From the date hereof  through  the end of the Term,  Owner
shall  maintain with  reputable  insurance  companies  reasonably  acceptable to
Programmer,  commercially  reasonable  amounts of insurance as is conventionally
carried by broadcasters  operating television stations in the area comparable to
those  of  the  Stations,  including  replacement  cost  insurance  and  general
liability insurance, with respect to the Assets and shall cause Programmer to be
named as

                                       11

<PAGE>



an  additional  insured  on  Owner's  policies.  The risk of any  loss,  damage,
impairment,  confiscation,  or  condemnation  of any equipment or other personal
property  owned and used by Owner in the business and operations of the Stations
("Risk of Loss") shall be borne by Owner at all times  throughout  the Term,  to
the  extent  of, but  solely to the  extent  of,  Owner's  receipt of  insurance
proceeds in respect  thereof and in no event shall Owner have any  liability  or
obligation  to  Programmer  in  respect of any such  loss,  damage,  impairment,
confiscation or condemnation. The Risk of Loss beyond that specifically borne by
the Owner in accordance with the immediately  preceding  sentence shall be borne
by  Programmer.  Owner shall use such proceeds of insurance to repair or replace
any such  equipment  or such other  personal  property of Owner to the extent of
such  proceeds.  At Owner's  request  and  subject to  Owner's  supervision  and
direction,  Programmer  shall  effect  in a timely  fashion  any  repairs  to or
replacement of any of Owner's damaged equipment or property.

                  (b)  From  the  date  hereof  through  the  end of  the  Term,
Programmer  shall  maintain  with  reputable  insurance   companies   reasonably
acceptable  to Owner,  insurance in such amounts and with respect to such risks,
as  reasonably  requested by Owner,  including  broadcast  liability  insurance,
naming Owner as an additional insured, and general comprehensive insurance, also
naming  Owner as an  additional  insured,  each with a  commercially  reasonable
amount of  coverage  as is  conventionally  carried  by  broadcasters  operating
television stations in the area comparable to those of the Stations. The risk of
any loss, damage, impairment,  confiscation, or condemnation of any equipment or
other  personal  property  owned  or  leased  and  used  by  Programmer  in  the
performance  of its  obligations  hereunder  shall be borne by Programmer at all
times throughout the Term.

                                       12

<PAGE>



         SECTION 6      INDEMNIFICATION.

         6.1 Indemnification by Programmer.  Programmer shall indemnify and hold
harmless Owner from and against any and all claims, losses, costs,  liabilities,
damages, expenses,  including any FCC fines or forfeitures (including reasonable
legal fees and other expenses  incidental  thereto),  of every kind,  nature and
description  (collectively  "Damages")  arising or resulting from or relating to
(a)  Programmer's  breach of any  representation,  covenant,  agreement or other
obligation of Programmer  contained in this  Agreement,  (b) any action taken by
Programmer or Programmer's employees and agents with respect to the Stations, or
any  failure by  Programmer  or  Programmer's  employees  and agents to take any
action with respect to the  Stations,  including,  without  limitation,  Damages
relating to violations of the Act, or any rule, regulation or policy of the FCC,
slander,  defamation  or  other  claims  relating  to  programming  provided  by
Programmer  or  Programmer's  broadcast  and  sale  of  advertising  time on the
Stations,  or (c) the  business or  operations  of the  Stations  by  Programmer
(except where Damages are caused by Owner's  negligence,  recklessness,  willful
misconduct,  or a breach of Owner's  representations  or obligations  under this
Agreement  or the  Asset  Purchase  Agreement)  from and  after the date of this
Agreement.

         6.2  Indemnification  by Owner. Owner shall indemnify and hold harmless
Programmer  from and against any and all Damages  arising or  resulting  from or
relating to (a) Owner's  breach of any  representation,  covenant,  agreement or
other  obligation of Owner contained in this Agreement,  (b) any action taken by
Owner or Owner's  employees  and agents  with  respect to the  Stations,  or any
failure by Owner or Owner's employees and agents to take any action with respect
to the Stations,  including, without limitation,  Damages relating to violations
of the Act, or any rule, regulation or policy of the FCC, slander, defamation or
other

                                       13

<PAGE>



claims relating to programming  provided by Owner or Owner's  broadcast and sale
of  advertising  time on the Stations,  or (c) the business or operations of the
Stations by Owner (except where Damages are caused by  Programmer's  negligence,
recklessness, willful misconduct, or a breach of Programmer's representations or
obligations under this Agreement or the Asset Purchase Agreement) from and after
the date of this Agreement.

         6.3  Indemnification  Procedure.  Neither Owner nor Programmer shall be
entitled to  indemnification  pursuant to this Section 6.3 unless (a) such claim
for  indemnification  is  asserted  in  writing  delivered  to the other  party,
together  with a statement as to the factual  basis for the claim and the amount
of the claim and (b) such claim,  in the aggregate with all other claims made by
such party under this Agreement and the Asset Purchase  Agreement,  exceeds Five
Hundred Thousand Dollars  ($500,000),  and then only to the extent of the excess
over the amount of Two Hundred  Fifty  Thousand  Dollars  ($250,000);  provided,
however, that the aggregate dollar amount of claims under this Agreement and the
Asset Purchase Agreement shall not exceed Four Million Dollars ($4,000,000). The
party making the claim (the "Claimant")  shall make available to the other party
(the  "Indemnitor") the information  relied upon by the Claimant to substantiate
the claim. The Indemnitor under this Section 6.3 shall have the right to conduct
and control through counsel of such Indemnitor's own choosing the defense of any
third party claim,  action or suit (and the Claimant shall  cooperate fully with
the  Indemnitor),  but the Claimant  may, at its  election,  participate  in the
defense of any such claim, action or suit at its sole cost and expense; provided
that,  if the  Indemnitor  shall fail to defend any such claim,  action or suit,
then the Claimant  may defend  through  counsel of its own choosing  such claim,
action or suit,  and (so long as it gives the  Indemnitor  at least fifteen (15)
days'  notice of the terms of the  proposed  settlement  thereof and permits the
Indemnitor to then undertake the defense  thereof) settle such

                                       14

<PAGE>



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

         6.4  Arbitration.  To the fullest  extent not  prohibited  by law,  any
controversy,  claim or dispute  arising out of or  relating  to this  Agreement,
including the  determination  of the scope or applicability of this Agreement to
arbitrate,  shall be settled by final and binding arbitration in accordance with
the rules then in effect of the American  Arbitration  Association  ("AAA"),  as
modified  or  supplemented  under  this  section,  and  subject  to the  Federal
Arbitration Act, 9 U.S.C.  ss.ss. 1-16. The decision of the arbitrators shall be
final and  binding  provided  that,  where a remedy  for  breach  is  prescribed
hereunder or limitations on remedies are prescribed,  the  arbitrators  shall be
bound  by such  restrictions,  and  judgment  upon  the  award  rendered  by the
arbitrators may be entered in any court having jurisdiction thereof.

         If any series of claims arising out of the same or related transactions
shall involve  claims which are  arbitrable  under the  preceding  paragraph and
claims which are not, the  arbitrable  claims shall first be finally  determined
before suit may be  instituted  upon the others and the  parties  will take such
action as may be  necessary  to toll any  statutes of  limitations,  or defenses
based upon the passage of time, that are applicable to such nonarbitrable claims
during the period in which the arbitrable  claims are being  determined.  In the
event of any controversy,  claim or dispute that is subject to arbitration under
this  Section  6.4,  any party  thereto may  commence  arbitration  hereunder by
delivering notice to the other party or parties thereto; provided, in advance of
the commencement of any arbitration each of the parties agrees to participate in
a non-binding mediation effort (not to exceed thirty (30) days) in an attempt to
resolve such

                                       15

<PAGE>



controversy,  claim or dispute. The arbitration panel shall consist of three (3)
arbitrators,  appointed  in  accordance  with the  procedures  set forth in this
paragraph.  Within  ten  (10)  business  days  of  delivery  of  the  notice  of
commencement  of  arbitration  referred to above,  Owner,  on the one hand,  and
Programmer,  on the other hand,  shall each appoint one arbitrator,  and the two
arbitrators  so  appointed   shall  within  ten  (10)  business  days  of  their
appointment  mutually agree upon and appoint one additional  arbitrator  (or, if
such  arbitrators  cannot  agree on an  additional  arbitrator,  the  additional
arbitrator shall be appointed by the AAA as provided under its rules); provided,
that  persons  eligible  to be  selected  as  arbitrators  shall be  limited  to
attorneys  at law who (a) are on the AAA's Large,  Complex Case Panel,  (b) have
practiced  law for at least  fifteen (15) years as an attorney  specializing  in
either  general  commercial  litigation  or  general  corporate  and  commercial
matters, and (c) are experienced in matters involving the broadcasting industry.

         The  arbitration  hearing shall be held in  Washington,  D.C. and shall
commence no later than thirty (30)  business  days after the  completion  of the
selection of the  arbitrators.  Consistent with the intent of the parties hereto
that the  arbitration  be conducted as  expeditiously  as possible,  the parties
agree that (a) discovery  shall be limited to the  production of such  documents
and the taking of such  depositions as the arbitrators  determine are reasonably
necessary to the  resolution  of the  controversy,  claim or dispute and (b) the
arbitrators  shall  limit  the  presentation  of  evidence  by each side in such
arbitration  to not more than ten (10) full days'  (equivalent  thereof) or such
shorter period as the  arbitrators  shall  determine to be necessary in order to
resolve the controversy,  claim or dispute.  The arbitrators shall be instructed
to  render  a  decision  within  ten  (10)  business  days of the  close  of the
arbitration  hearing.  If arbitration has not been completed  within ninety (90)
days of the commencement of such  arbitration,  any party to the arbitration may
initiate  litigation upon ten (10) days' written notice to the other party(ies);
provided,  however,

                                       16

<PAGE>



that if one party has requested the other to participate  in an arbitration  and
the  other  has  failed  to  participate,  the  requesting  party  may  initiate
litigation  before  the  expiration  of such  ninety-day  period;  and  provided
further,  that if any  party  to the  arbitration  fails to meet any of the time
limits  set  forth  in  this  Section  6.4  or set  by  the  arbitrators  in the
arbitration,  any other party may provide ten (10) days'  written  notice of its
intent to institute litigation with respect to the controversy, claim or dispute
without the need to continue or complete the  arbitration  and without  awaiting
the expiration of such ninety-day  period. The parties hereto further agree that
if any of the rules of the AAA are  contrary to or in  conflict  with any of the
time periods provided for hereunder, or with any other aspect of the matters set
forth in this  Section  6.4,  that such  rules  shall be  modified  in  respects
necessary to accord with the provisions of this Section 6.4 (and the arbitrators
shall be so instructed by the parties).

         The  arbitrators  shall  base  their  decision  on the  terms  of  this
Agreement and  applicable  law and judicial  precedent in the State of New York,
and shall  render  their  decision  in writing  and  include in such  decision a
statement of the finding of fact and  conclusions of law upon which the decision
is based. Each party agrees to cooperate fully with the arbitrator(s) to resolve
any controversy,  claim, or dispute.  The arbitrators  shall not be empowered to
award punitive damages or damages in excess of actual damages.

         6.5      Damages: Specific Performance.

         (a) In the event of a material  breach by Owner of Owner's  obligations
hereunder,  Programmer shall be entitled to seek monetary damages against Owner.
The parties recognize, however, that given the unique nature of the Stations and
this  Agreement,  monetary  damages  alone will not be  adequate  to  compensate
Programmer  for any injury  resulting  from  Owner's  breach.  Programmer  shall
therefore  be  entitled,  as an  alternative  to the  right to seek and  collect

                                       17

<PAGE>



monetary damages, to obtain specific performance of the terms of this Agreement.

         (b) In the event of a material  breach by Programmer of its obligations
hereunder, Owner shall be entitled to seek monetary damages against Programmer.

         SECTION 7     REPRESENTATIONS, WARRANTIES, AND COVENANTS.

         7.1  Representations,   Warranties,   and  Covenants  of  Owner.  Owner
represents, warrants, and covenants that:

                  (a) Owner is legally qualified,  empowered,  and authorized to
enter into this  Agreement,  and that the  execution,  delivery and  performance
hereof shall not constitute a breach or violation of any agreement,  contract or
other obligation to which Owner is subject or by which Owner is bound.

                  (b) Owner is now, and for so long as this  Agreement  shall be
in effect, will be the holder of the FCC Licenses necessary for the operation of
WPTZ and WNNE as then being operated.

                  (c)  Owner  does  not  know  of  any  current  or  prospective
governmental  investigation  having a material  adverse  effect on the Stations,
their properties or business.

                  (d) As of this date,  Owner  does not know of any facts  which
would cause the Commission to refuse to renew the FCC Licenses.

                  (e) Owner shall not take any action or omit to take any action
which  would have a  materially  adverse  impact upon  Owner,  the  Assets,  the
Stations or upon Owner's ability to perform this Agreement.

                  (f) This Agreement  constitutes  the legal,  valid and binding
obligation of Owner,  enforceable  in accordance  with its terms,  except to the
extent  that  the  enforcement

                                       18

<PAGE>



thereof  may  be  limited  by  (i)   bankruptcy,   insolvency,   reorganization,
moratorium,  or similar law affecting  creditors' rights and remedies generally,
and (ii) general  principles of equity  (regardless  of whether  enforcement  is
sought in a proceeding at law or in equity).

         7.2 Representations, Warranties and Covenants of Programmer. Programmer
represents, warrants, and covenants that:

                  (a) Programmer is legally qualified, empowered, and authorized
to enter into this Agreement,  and that the execution,  delivery and performance
hereof shall not constitute a breach or violation of any agreement,  contract or
other obligation to which Programmer is subject or by which Programmer is bound.

                  (b) This Agreement  constitutes  the legal,  valid and binding
obligation of Programmer,  enforceable in accordance  with its terms,  except to
the extent  that the  enforcement  thereof  may be  limited  by (i)  bankruptcy,
insolvency,  reorganizations,  moratorium or similar laws  affecting  creditors'
rights and remedies generally, and (ii) general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).

         SECTION 8:     MISCELLANEOUS.

         8.1  Assignment.  This  Agreement  shall not be  assigned  by any party
hereto without the prior written consent of the other party, which consent shall
not be unreasonably  withheld,  except that Programmer may assign its rights and
interests  hereunder to any reputable  broadcasting  entity  provided,  that (a)
Programmer  gives  Owner  written  notice  of  any  such  assignment;  (b)  such
assignment shall not relieve Programmer of any of its obligations or liabilities
hereunder; and (c) such assignment would not violate any applicable laws, rules,
regulations  or  policies  of  any  applicable  governmental  authority.  It  is
understood  and agreed that

                                       19

<PAGE>



nothing  herein  shall be deemed to expand the rights  granted  hereunder to any
permitted  assignee,  which  rights  shall be in  combination  with,  and not in
addition to, the rights of Programmer.  This  Agreement  shall be binding on the
parties' respective heirs and permitted assigns.

         8.2 Entire Agreement; Amendments. This Agreement constitutes the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and, except for the Asset Purchase  Agreement,  and documents delivered pursuant
thereto,  supersedes any and all prior agreements,  broadcasting commitments, or
any other  understandings  between  Programmer  and Owner  with  respect to such
subject matter. No provision of this Agreement shall be changed or modified, nor
shall this  Agreement be discharged in whole or in part,  except by an agreement
in  writing  signed by the  party  against  whom the  change,  modification,  or
discharge  is claimed or sought to be  enforced,  nor shall any waiver of any of
the  conditions or provisions of this  Agreement be effective and binding unless
such waiver shall be in writing and signed by the party  against whom the waiver
is asserted, and no waiver of any provision of this Agreement shall be deemed to
be a waiver  of any  preceding  or  succeeding  breach  of the same or any other
provision.

         8.3 Further  Assurances.  Owner and Programmer  shall use  commercially
reasonable  efforts  in  the  performance  and  fulfillment  of  the  terms  and
conditions  of this  Agreement  in  effectuating  the intent of such  parties as
expressed   under  this   Agreement.   From  time  to  time,   without   further
consideration,  Owner and  Programmer  shall  execute  and  deliver  such  other
documents  and take such other  actions as either  party hereto  reasonably  may
request to effectuate such intent.

         8.4  Counterparts.  This  Agreement  may be  signed  in any  number  of
counterparts  with the same effect as if the signatures to each such counterpart
were upon the same instrument.

                                       20

<PAGE>



         8.5 Notices. All notices, demands and other communications which may or
are required to be given  hereunder or with respect  hereto shall be in writing,
shall  be  delivered  personally  or sent  by  nationally  recognized  overnight
delivery  service,   charges  prepaid,  or  by  registered  or  certified  mail,
return-receipt  requested, or by facsimile transmission,  and shall be deemed to
have been given or made when personally  delivered,  the next business day after
delivery to such  overnight  delivery  service,  when  receipt is  confirmed  by
facsimile  transmission,  five (5) days after deposited in the mail, first class
postage prepaid, addressed as follows:

                  (a)  If the notice is to Programmer:

                       STC Broadcasting, Inc.
                       3839 4th Street North
                       Suite 420
                       St. Petersburg, Florida  33703
                       Attn:    David Fitz
                       Fax:     (813) 821-8092

                       with copies (which shall not constitute notice) to:

                       Hogan & Hartson L.L.P.
                       555 Thirteenth Street, N.W.
                       Washington, D.C.  20004
                       Attn:    William S. Reyner, Jr., Esq.
                       Fax:     (202) 637-5910

                       and to:

                       Hicks, Muse, Tate & Furst Incorporated
                       200 Crescent Court
                       Suite 1600
                       Dallas, Texas  75201
                       Attn:    Lawrence D. Stuart, Jr.
                       Fax:     (214) 740-7355

                       or to such other address as  Programmer  may from time to
                       time designate.

                                       21

<PAGE>



                  (b)  If to Owner:

                       Sinclair Broadcast Group, Inc.
                       2000 W. 41st Street
                       Baltimore, Maryland  21211
                       Attn:    David D. Smith, President
                       Fax:     (410) 467-5043

                       with copies (which shall not constitute notice) to:

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

                       and to:

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

                       or to such  other  address as Owner may from time to time
                       designate.

         8.6 Governing  Law. This  Agreement  shall be governed and construed in
accordance with the laws of the State of New York,  without regard to its choice
of law rules.

         8.7  Taxes.  Owner and  Programmer  shall  each pay its own ad  valorem
taxes, if any, which may be assessed on such party's  personal  property for the
periods that such items are owned by such party.

         8.8  No  Joint  Venture  or  Partnership.  Programmer  shall  act as an
independent contractor in rendering its services hereunder.  Neither party shall
have any power or  authority to act for or on behalf of the other or to bind the
other in any manner  whatsoever,  except as and to the extent expressly provided
for in this  Agreement.  The parties  hereto  agree that  nothing  herein  shall
constitute a joint venture or partnership between them.

                                       22

<PAGE>



         8.9 Headings.  The headings in this Agreement are for convenience  only
and will not affect or control the meaning or  construction of the provisions of
this Agreement.








                                       23


<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Time
Brokerage Agreement as of the date first above written.

                                               PROGRAMMER:

                                               STC BROADCASTING OF VERMONT, INC.

                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                               OWNER:

                                               TUSCALOOSA BROADCASTING, INC.

                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                               WPTZ LICENSEE, INC.

                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                               WNNE LICENSEE, INC.

                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                       24

<PAGE>



                                 ATTACHMENT 2.3

                                   MONTHLY FEE

         During the first nine (9) months of this  Agreement,  Programmer  shall
pay to Owner a monthly  fee equal to Thirteen  Thousand  Three  Hundred  Dollars
($13,300)  plus the  salaries of the two  employees  retained  by Owner.  If the
Closing  under the Asset  Purchase  Agreement  has not occurred  within nine (9)
months of the date of this  Agreement,  the monthly fee from and after such date
shall increase to Twenty Thousand Dollars ($20,000) plus the salaries of the two
employees  retained  by Owner;  provided,  however,  the  monthly  fee shall not
increase if the reason that the Closing has not  occurred by such nine (9) month
date is  because  of a breach or  default  by Owner  under  the  Asset  Purchase
Agreement.






                                       25

<PAGE>



                                 ATTACHMENT 4.1

                 BROADCAST STATION PROGRAMMING POLICY STATEMENT

                   I. No Plugola or Payola. Except for commercial messages aired
              in  compliance  with 47 C.F.R.  ss.73.1212,  Programmer  shall not
              receive any consideration in money, goods, services, or otherwise,
              directly or indirectly  (including to relatives)  from any persons
              or  company  for the  presentation  of any  programming  over  the
              Stations  without  reporting the same to Owner's Station  Manager.
              The commercial  mention of any business activity or "plug" for any
              commercial,  professional, or other related endeavor, except where
              contained  in  an  actual  commercial  message  of a  sponsor,  is
              prohibited.

                   II. No Lotteries.  Announcements giving any information about
              lotteries or games  prohibited by applicable  federal or state law
              or regulation are prohibited.

                   III. Election  Procedures.  At least fifteen (15) days before
              the start of any primary or  election  campaign,  Programmer  will
              clear with  Owner's  Station  Manager  the rates  Programmer  will
              charge for the time to be sold for use by qualified candidates for
              the public office and/or their supporters to make certain that the
              rates  charged  are in  conformance  with  applicable  law and the
              Stations' policies.

                   IV. Required Announcements. Programmer shall broadcast (i) an
              announcement  in a form  satisfactory to Owner at the beginning of

                                       26

<PAGE>



              each  hour  to   identify   the   Stations   and  (ii)  any  other
              announcements that may be required by law or regulation.

                   V. No Illegal  Announcements.  No  announcements or promotion
              prohibited by applicable federal, state law or regulation shall be
              made over the Stations.  Any game,  contest, or promotion relating
              to or to be presented  over the Stations  must be fully stated and
              explained  in advance to Owner,  which  reserves  the right in its
              sole discretion to reject any game, contest, or promotion.

                   VI.  Owner  Discretion  Paramount.  In  accordance  with  the
              Owner's  responsibility  under the  Communications Act of 1934, as
              amended,   and  the  Rules   and   Regulations   of  the   Federal
              Communications  Commission,  Owner reserves the right to reject or
              terminate  any  advertising  proposed  to be  presented  or  being
              presented over the Stations which is in conflict with  established
              policies  of the  Stations  or which  in  Owner's  or its  Station
              Manager's  reasonable  judgment  would be  contrary  to the public
              interest.

         Owner may waive any of the foregoing regulations in specific instances,
if, in its opinion,  the Stations will remain in compliance  with all applicable
laws, rules, regulations and policies and broadcasting in the public interest is
served.  In  any  case  where  questions  of  policy  or  interpretation  arise,
Programmer  should  submit  the same to Owner for  decision  before  making  any
commitments in connection therewith.


                                       27

Source: OneCLE Business Contracts.