ASSET PURCHASE AGREEMENT
                                (LICENSE ASSETS)

                                 BY AND BETWEEN

                             WTTE, CHANNEL 28, INC.

                                       AND

                         WTTE, CHANNEL 28 LICENSEE, INC.

                            (COLLECTIVELY, "SELLER")

                                       AND

                                 GLENCAIRN, LTD.
                                    ("BUYER")








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                                TABLE OF CONTENTS



ARTICLE 1  TRANSFER OF LICENSE ASSETS........................................ 1
      1.1.  Transfer of License Assets....................................... 1
      1.2.  Excluded Assets.................................................. 2
      1.3.  Liabilities...................................................... 3

ARTICLE 2  PURCHASE/CLOSING.................................................. 5
      2.1.  Purchase Price................................................... 5
      2.2.  Adjustments...................................................... 5
      2.3.  The Closing...................................................... 6
      2.4.  Deliveries at Closing............................................ 6
      2.5.  Effect of Laws or Proceedings.................................... 8

ARTICLE 3  REPRESENTATIONS AND WARRANTIES OF SELLER.......................... 9
      3.1.  Organization..................................................... 9
      3.2.  Authority........................................................ 9
      3.3.  FCC Licenses..................................................... 9
      3.4.  Condition of Assets..............................................10
      3.5.  Title, Etc.......................................................10
      3.6.  Call Letters, Trademarks, Etc....................................10
      3.7.  Insurance........................................................10
      3.8.  Contracts........................................................10
      3.9.  Employees........................................................11
      3.10. Litigation ......................................................11
      3.11. Compliance with Laws.............................................11
      3.12. No Defaults......................................................11
      3.13. Brokers..........................................................12

ARTICLE 4  REPRESENTATIONS AND WARRANTIES OF BUYER...........................12
      4.1.  Incorporation....................................................12
      4.2.  Corporate Action.................................................12
      4.3.  No Defaults......................................................12
      4.4.  Brokers..........................................................12
      4.5.  Qualification as a Broadcast Licensee............................12
      4.6.  Litigation.......................................................12

ARTICLE 5  COVENANTS OF SELLER PENDING THE CLOSING DATE......................13
      5.1.  Maintenance of Business..........................................13
      5.2.  Organization/Goodwill............................................14
      5.3.  Reports; Access to Facilities, Files, and Records................14


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      5.4.  Application for Commission Consent...............................14
      5.5.  Consents.........................................................14
      5.6.  Notice of Proceedings............................................14
      5.7.  Confidential Information.........................................15
      5.8.  Consummation of Agreement........................................15
      5.9.  Notice of Certain Developments...................................15
      5.10. Updated Information..............................................15

ARTICLE 6  COVENANTS OF BUYER PENDING THE CLOSING DATE.......................15
      6.1.  Application for Commission Consent...............................15
      6.2.  Confidential Information.........................................16
      6.3.  Consummation of Agreement........................................16
      6.4.  Notice of Proceedings............................................16

ARTICLE 7  CONDITIONS TO THE OBLIGATIONS OF SELLER...........................16
      7.1.  Representations, Warranties, and Covenants.......................16
      7.2.  Proceedings......................................................17
      7.3.  Opinion of Counsel...............................................17
      7.4.  FCC Authorization................................................17
      7.5.  Other Instruments................................................17

ARTICLE 8  CONDITIONS TO THE OBLIGATIONS OF BUYER............................17
      8.1.  Representations, Warranties, Covenants...........................18
      8.2.  Proceedings......................................................18
      8.3.  Opinion of Counsel...............................................18
      8.4.  Damage to the Assets.............................................18
      8.5.  FCC Licenses.....................................................18
      8.6.  Consents.........................................................19
      8.7.  Other Instruments................................................19

ARTICLE 9  INDEMNIFICATION...................................................19
      9.1.  Survival.........................................................19
      9.2.  Indemnification of Buyer.........................................19
      9.3.  Indemnification of Seller........................................20
      9.4   Limitation of Liability..........................................20
      9.5.  Bulk Sales Indemnity.............................................20
      9.6.  Notice of Claims.................................................20
      9.7.  Defense of Third Party Claims....................................20

ARTICLE 10  POST-CLOSING MATTERS.............................................21
      10.1.  Employee Matters................................................21
      10.2.  Call Letters....................................................21




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ARTICLE 11  TERMINATION/MISCELLANEOUS........................................21
      11.1.  Termination of Agreement........................................21
      11.2.  Expenses........................................................22
      11.3.  Assignments.....................................................22
      11.4.  Further Assurances..............................................23
      11.5.  Notices.........................................................23
      11.6.  Captions........................................................24
      11.7.  Governing Law and Remedies......................................24
      11.8.  Consent To Jurisdiction, Etc....................................24
      11.9.  Waiver of Provisions............................................24
      11.10. Counterparts....................................................25
      11.11. Entire Agreement/Amendments.....................................25
      11.12. Access to Books and Records.....................................25
      11.13. Public Announcements............................................25

SCHEDULES

      1.1(a)      FCC Licenses and Renewal Dates
      1.1(b)      Tangible Personal Property
      1.1(c)      Contracts
      1.1(d)      Intellectual Property
      1.3         Continuing Liabilities
      2.1(b)      Allocation of Purchase Price to Assets Acquired
      2.4(a)(ii)  Form of Local Marketing Agreement
      3.8         Material Contracts
      3.9         Employees Related to License Assets
      3.10        Litigation Related to License Assets

      Note:       Any Schedules not delivered by Seller at the time of execution
                  of  this  Agreement  shall  be  delivered  within  15  days of
                  execution and must be  acceptable  to Buyer in its  reasonable
                  judgment.




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                            ASSET PURCHASE AGREEMENT


         THIS ASSET  PURCHASE  AGREEMENT is dated as of June 10, 1996, and is by
and between WTTE,  CHANNEL 28, INC. a Maryland  corporation and WTTE, CHANNEL 28
LICENSEE, INC., a Delaware corporation  (collectively,  "Seller") and GLENCAIRN,
LTD., a Maryland corporation, or its designee ("Buyer").

                                    RECITALS

         WHEREAS,  Seller  is the  licensee  of  broadcast  station  WTTE-TV  in
Columbus,  Ohio (the "Station") pursuant to certain licenses,  permits and other
authorizations (the "Licenses") issued by the Federal Communications  Commission
(the "FCC Authorization").

         WHEREAS,  Seller  desires to sell,  assign,  and transfer the Licenses,
including  the FCC  Authorization,  and other  Station  assets  related  thereto
(collectively  the "License  Assets"),  and Buyer desires to acquire the License
Assets, on the terms described herein.

         NOW, THEREFORE, IN CONSIDERATION OF the foregoing and of other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties agree as follows:

                                    ARTICLE 1

                           TRANSFER OF LICENSE ASSETS

         1.1.  Transfer  of License  Assets.  Upon and  subject to the terms and
conditions  stated  in this  Agreement,  on the  Closing  Date  (as  hereinafter
defined) Seller shall convey,  transfer,  and deliver to Buyer,  and Buyer shall
acquire  from Seller all of the  License  Assets of Seller,  real and  personal,
tangible and intangible,  of every kind and description which are owned and used
by Seller in connection  with the business and  operations of the Station,  as a
going  concern,  free  and  clear of all  liabilities,  other  than the  Assumed
Liabilities  (as  hereinafter   defined),   and  Liens,   other  than  Permitted
Encumbrances (as hereinafter defined).

         The License Assets include the following:

                  (a) FCC Licenses.  All FCC Licenses issued with respect to the
Station, including,  without limitation,  those shown on Schedule 1.1(a) to this
Agreement,   and  all  applications   therefor,   together  with  any  renewals,
extensions, or modifications thereof and additions thereto.

                  (b)  Tangible  Personal  Property.  All  equipment,  vehicles,
furniture,  fixtures,  transmitting towers,  transmitters,  office materials and
supplies, spare parts and other tangible

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personal  property  of every kind and  description  owned as of the date of this
Agreement by Seller and used in connection  with the business and  operations of
the Station,  including,  without limitation,  those shown on Schedule 1.1(b) to
this Agreement, and any additions,  improvements,  replacements, and alterations
thereto  made  between  the date of this  Agreement  and the Closing  Date,  but
excluding all such property which is consumed, retired, or disposed of by Seller
in the ordinary course of their business  between the date of this Agreement and
the Closing Date or as otherwise permitted by this Agreement.

                  (c) Contracts. All contracts relating to the License Assets to
which the  Seller is a party,  including  all  agreements,  equipment  and other
leases  listed in  Schedule  1.1(c) to this  Agreement,  together  with all such
contracts that will have been entered into in the ordinary course of business of
the Station  between the date of this  Agreement  and the Closing Date which are
related to the License  Assets and the making of which by Seller is permitted by
this  Agreement,  to the extent existing as of the Closing Date. As used in this
Agreement,  "Contract" means any agreement,  lease, arrangement,  commitment, or
understanding,  written or oral,  expressed or implied,  to which the Station or
Seller with respect to the License Assets are a party or are bound.

                  (d)  Intellectual  Property.  All  trademarks,  service marks,
patents,  trade names, jingles,  slogans, and logotypes owned and used by Seller
in  connection  with the business and  operations  of the Station as of the date
hereof, including,  without limitation,  Seller's rights to use the call letters
"WTTE" and any related  names and phrases and those shown on Schedule  1.1(d) to
this Agreement and those  acquired  between the date hereof and the Closing Date
and all goodwill associated therewith.

                  (e) License  Books and  Records.  All books and records of the
Seller  relating to the  employment of any employee of the Seller who becomes an
employee  of the Buyer  after the Closing and all other books and records of the
Seller relating primarily to one or more of the License Assets,  including,  but
not limited to, the FCC logs.

         1.2.  Excluded Assets.

         The Excluded  Assets  shall  include all of the asset of the Seller not
specifically  included in the License Assets.  The Excluded Assets shall include
but not be limited to the following:

                  (a) Cash. All cash,  cash  equivalents,  and cash items of any
kind  whatsoever,  certificates  of  deposit,  money  market  instruments,  bank
balances, and rights in and to bank accounts, marketable and other securities of
Seller.

                  (b) Receivables.  All notes and accounts  receivable and other
receivables of Seller relating to or arising out of the operation of the Station
prior to Closing.

                  (c)  Personal  Property  Disposed  Of. All  tangible  personal
property disposed



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of or consumed in the ordinary course of the business of the Station.

                  (d)  Insurance.  All  contracts of insurance and all insurance
plans and the assets thereof.

                  (e)  Claims.  Any and all  claims of Seller  with  respect  to
transactions prior to the Closing Date,  including,  without limitation,  claims
for tax  refunds and claims of Seller  under  contracts  with  respect to events
prior to the Closing Date.

                  (f) Pension Assets, Etc. Pension, profit sharing,  retirement,
bonus, stock purchase,  savings plans and trusts, 401(k) plans, health insurance
plans,   and  the  assets  thereof,   and  all  other  plans,   agreements,   or
understandings to provide employee benefits of any kind for employees of Seller.

                  (g) Certain  Contracts.  Seller's  agreements,  including  all
program   contracts  not  listed  on  Schedule   1.1(c)  hereof  (the  "Excluded
Contracts")  and any  contract  which is not  capable  of being  transferred  or
assigned without the approval or consent of any party thereto or any third party
if such approval or consent has not been obtained,  subject, however, to Section
1.3 hereof.

                  (h)  Certain  Books and  Records.  Seller's  account  books of
original entry with respect to the Station,  and all books,  records,  accounts,
checks,  payment records,  tax records (including  payroll,  unemployment,  real
estate,  and  other  tax  records),   and  other  similar  books,  records,  and
information  of Seller  relating to Seller's  operation  of the  business of the
Station prior to Closing,  excluding  those referred to in Section 1.1(e) above,
with the  proviso  that Buyer  shall be allowed to  maintain  copies of all such
records and/or upon a written  request for same shall be allowed  further access
to all excluded records at all reasonable times.

         1.3.  Liabilities.  The License  Assets  shall be sold and  conveyed to
Buyer free and clear of all liens,  security interests,  and encumbrances except
(a) those  disclosed  on  Schedule  1.3 hereto as  "continuing,"  and the leases
listed  on  Schedule  1.1(c),  if  any;  and  (b) the  Assumed  Liabilities  (as
hereinafter  defined) and the other obligations and liabilities of Buyer assumed
hereunder (all of the foregoing are sometimes referred to herein collectively as
"Permitted  Encumbrances").  Buyer agrees that on the Closing Date,  Buyer shall
assume,  undertake, and agree to pay, satisfy, perform, and discharge only those
liabilities  and  obligations  of Seller which have not yet  accrued,  but which
arise on or after the  Closing  Date under the  Contracts  assigned  pursuant to
Section  1.1(c) and any contracts that are entered into after the date hereof as
permitted by this Agreement and those liabilities and obligations referred to in
Section 10.1 hereof (all of the foregoing are referred to herein collectively as
the "Assumed Liabilities").

         Notwithstanding any provision of this Agreement to the contrary, if any
required  approval of or consent to the transfer and  assignment of any contract
included in the License  Assets is not  obtained,  Buyer shall  assume and shall
pay, satisfy, perform, and discharge Seller's liabilities



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and  obligations  which arise  thereunder  on and after the Closing  Date unless
Buyer's  enjoyment  of the  rights  and  benefits  under  any such  contract  is
expressly terminated by the other party thereto by affirmative action within six
(6) months after the Closing Date because of such failure to obtain  approval or
consent and not because of any other  default or  nonperformance  by Buyer.  The
liabilities  and  obligations  assumed  pursuant  to the  immediately  preceding
sentence  shall also  constitute  "Assumed  Liabilities"  for  purposes  of this
Agreement.

         Buyer shall not assume or be liable for (a) any liability or obligation
arising out of the License  Assets  prior to the  Closing  Date  (except for the
Assumed Liabilities and other obligations and liabilities  specifically  assumed
by Buyer  hereunder);  (b) any liability or  obligation  under any contracts not
specifically  assumed by Buyer  hereunder;  (c) any  liability or  obligation of
Seller for any federal, state, or local income or other taxes; (d) any liability
or  obligation  to any  employee  or former  employee  of Seller or the  Station
attributable  to any  period  of  time  prior  to the  Closing  Date  (including
liability for accrued vacation and other benefits  adjusted  pursuant to Section
2.2  hereof);  (e) any  liability  or  obligation  of Seller  arising out of any
litigation, proceeding, or claim by any person or entity relating to the License
Assets prior to the Closing Date, whether or not such litigation, proceeding, or
claim is pending, threatened, or asserted before, on, or after the Closing Date;
(f) any  severance  or other  liability  arising out of the  termination  of any
employee's  employment with Seller;  or (g) any duty,  obligation,  or liability
relating to any pension, 401(k) or other similar plan, agreement, or arrangement
provided  by Seller to  employees  of Seller,  and none of such  plans  shall be
assumed by Buyer.

         Notwithstanding any provision of this Agreement to the contrary, to the
extent,  if any,  Seller makes payment to Buyer as a result of any proration and
adjustment pursuant to Section 2.2 hereof,  Buyer assumes and shall be obligated
to pay the special  assessments,  accrued  vacation,  and other  obligations and
liabilities for which adjustment was made pursuant to Section 2.2.

         Seller shall not be liable for: (a) any liability or obligation arising
out of the business or operations of the License  Assets on or after the Closing
Date; (b) any Assumed  Liabilities or other liabilities and obligations  assumed
by the Buyer under this Agreement;  (c) any liability or obligation of Buyer for
any  federal,  state,  or local  income or other  taxes;  (d) any  liability  or
obligation  incurred or assumed by Buyer with respect to any License Assets; (e)
any liability or  obligation to any employee or former  employee of Buyer or the
Station  attributable  to any period of time on or after the Closing Date or, to
the extent of any proration  pursuant to Section  2.2(a)  hereof,  to any former
employee of Seller attributable to any period of time prior to the Closing Date;
(f)  any  liability  or  obligation  of  Buyer  arising  out of any  litigation,
proceeding,  or claim by any person or entity  relating to the License Assets on
or after the Closing Date; or (g) any duty, obligation, or liability relating to
any person, 401(k) or other similar plan, agreement,  or arrangement provided by
Buyer to employees of Buyer.



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                                    ARTICLE 2

                                PURCHASE/CLOSING

         2.1. Purchase Price.

                  (a) In consideration of Seller's performance of this Agreement
and the  transfer  and  delivery of the License  Assets to Buyer at the Closing,
Buyer will pay to Seller an amount equal to the fair market value of the License
Assets  as  determined  by a  recognized  appraisal  firm  regularly  performing
appraisals of broadcasting  assets and selected by Seller and approved by Buyer,
such approval not to be unreasonably withheld, and set forth in a written report
delivered  to Buyer no later than  fifteen  (15) days prior to the Closing  (the
"Purchase Price"),  plus or minus the amount of any adjustments made pursuant to
Section 2.2 below,  and Buyer will assume the Assumed  Liabilities and the other
obligations and liabilities to be assumed by Buyer hereunder. The Purchase Price
shall  be paid by  Buyer to  Seller  on the  Closing  Date by wire  transfer  of
immediately available funds to such bank accounts as are designated by Seller on
or prior to the Closing Date.

                  (b) Buyer and Seller  agree to  allocate  the  Purchase  Price
among the License Assets as designated on Schedule  2.1(b) and, Buyer and Seller
agree to file returns and reports (including income tax returns) on the basis of
such allocations.

         2.2.  Adjustments.

                  (a) Use of the License  Assets and any income,  expenses,  and
liabilities  attributable  thereto  through  11:59 p.m. on the day preceding the
Closing  Date (the  "Adjustment  Date")  shall be for the account of Seller and,
thereafter,  for the account of Buyer, and shall be prorated accordingly.  Items
including,  but not limited to, power and utilities charges, ad valorem property
taxes  upon the  basis of the most  recent  assessment  available,  commissions,
wages,  payroll taxes, and accrued vacation pay of employees of Seller who enter
the employment of Buyer (all such vacation pay accrued prior to the Closing Date
to be the  responsibility  of Seller),  rents,  and similar  prepaid or deferred
items  which are  directly  related to the  License  Assets,  shall be  prorated
between Seller and Buyer;  the proration to be made as of the  Adjustment  Date.
There shall be prorations and/or  adjustments with respect to any sick leave and
personal days accrued on or prior to the Closing Date by any employees of Seller
whose  employment is directly  related to the License  Assets,  and Seller shall
assume and be responsible  for all liabilities in respect  thereof.  All special
assessments  and similar  charges or liens imposed against the License Assets in
respect of any period of time through the Adjustment  Date,  whether  payable in
installments or otherwise,  shall be the  responsibility of Seller,  and amounts
payable with  respect to such special  assessments,  charges,  or liens  imposed
against the License Assets in respect of any period of time after the Adjustment
Date,  shall be the  responsibility  of Buyer and shall be  adjusted as required
hereunder.


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                  (b) On  the  Closing  Date,  to the  extent  practicable,  the
adjustments  provided in Section  2.2(a)  shall be made on the basis of the then
most  recently  available  financial  statements  and other  information  of the
Station (the "Preliminary  Adjustments").  Within forty-five (45) days after the
Closing  Date,  the Buyer shall  prepare a closing  balance  sheet (the "Closing
Balance Sheet") as of the close of business on the Adjustment Date and submit it
to Seller for review.  Within  seventy-five  (75) days after the  Closing  Date,
final adjustments pursuant to Section 2.2 shall be determined,  and any required
refund or payment shall be made on the basis of the Closing  Balance  Sheet.  If
any  dispute  arises  over the amount to be  refunded  or paid,  such  refund or
payment shall nonetheless be made to the extent such amount is not in dispute.

                  If any such dispute cannot be resolved by the parties or their
respective  independent  public accountants within one hundred eighty (180) days
after the Closing Date, the dispute shall be referred to a mutually satisfactory
independent  public  accounting  firm of  national  stature  which  has not been
employed by any party  hereto for the two (2) years  preceding  the date of such
referral;  such  referral  to be selected  by  Seller's  and Buyer's  respective
independent  public  accountants.  The  determination  of  such  firm  shall  be
conclusive and binding on each party. One half of the fees of such firm shall be
paid by Seller, and one half shall be paid by Buyer.

         2.3. The Closing. The closing of the transactions  provided for in this
Agreement (the "Closing") shall be held in the offices of Buyer's legal counsel,
or at such other place that the Buyer may direct, at 10:00 a.m. on a date (which
shall be the first day of a calendar  month)  (the  "Closing  Date") as shall be
mutually  agreed  upon by the  parties  which is not later than thirty (30) days
after the FCC approvals  and consents to the  transactions  contemplated  hereby
shall have become a "Final Grant," but in no event later than December 31, 1998.
The term "Final Grant" is defined in Section 8.5 hereof.

         Buyer agrees to use its best efforts to close the  transactions as soon
as  practicable  after  the  FCC  consents  and  approvals  to the  transactions
contemplated hereby have become a "Final Grant". However, the Seller agrees that
the Buyer shall have the option, but not the obligation,  to waive the necessity
of a "Final  Grant" by the FCC and elect to close  upon an  "Initial  Grant" (as
that term is defined in Section 7.4 hereof).

         2.4. Deliveries at Closing.  All actions at the Closing shall be deemed
to occur  simultaneously,  and no  document  or  payment  shall be  deemed to be
delivered or made until all  documents and payments are delivered or made to the
reasonable satisfaction of Buyer, Seller, and their respective counsel.

                  (a) Deliveries by Seller. At the Closing, Seller shall deliver
to Buyer such  instruments of conveyance and other  customary  documentation  as
shall in form and substance be reasonably satisfactory to Buyer and its counsel,
including, without limitation, the following:




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                       (i) one or more  bills  of sale  conveying  the  personal
property included in the License Assets;

                       (ii) a  local  marketing  agreement  executed  by  Seller
substantially in the form attached hereto as Schedule 2.4(a)(ii);

                       (iii) one or more assignments  conveying the FCC Licenses
and all leases,  contracts,  and other intangible assets included in the License
Assets;

                       (iv) any releases of liens that are necessary in order to
transfer the License Assets as contemplated by Section 1.3;

                       (v)  certificates of Seller as required by Section 8.1(c)
hereof;

                       (vi) a certified  copy of the  resolutions or proceedings
of Seller authorizing the transactions contemplated by this Agreement;

                       (vii)  certificates as to the existence and good standing
of  each  corporation  comprising  the  Seller  issued  by  the  Maryland  State
Department of Assessments  and Taxation and Secretary of State of Delaware dated
shortly before the Closing Date;

                       (viii) a receipt for the Purchase Price;

                       (ix) the  opinions  of counsel  required  by Section  8.3
hereof;

                       (x) all consents  received by Seller  through the Closing
Date to the  assignment to or assumption  by Buyer of licenses,  contracts,  and
leases included in the License Assets; and

                       (xi)  such  other  documents  as Buyer  shall  reasonably
request.

                  (b) Deliveries by Buyer.  At the Closing,  Buyer shall deliver
to Seller  the  Purchase  Price and such  instruments  of  assumption  and other
customary   documentation   as  shall  in  form  and   substance  be  reasonably
satisfactory  to Seller and its  counsel,  including,  without  limitation,  the
following:

                       (i) the  Purchase  Price which shall be  delivered in the
manner set forth in Section 2.1 hereof;

                       (ii)  a  local  marketing  agreement  executed  by  Buyer
substantially in the form attached hereto as Schedule 2.4(a)(ii);

                       (iii) an  assumption  of  liabilities  pursuant  to which
Buyer will assume the



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Assumed Liabilities;

                       (iv) a certificate of Buyer as required by Section 7.1(c)
hereof;

                       (v) a certified copy of the resolutions or proceedings of
Buyer authorizing the transactions contemplated by this Agreement;

                       (vi) a certificate  as to the existence and good standing
of Buyer issued by the Maryland  State  Department of  Assessments  and Taxation
shortly before the Closing Date;

                       (vii) the  opinion of  counsel  required  by Section  7.3
hereof; and

                       (viii) such other  documents as Seller  shall  reasonably
request.

         2.5. Effect of Laws or Proceedings.  The parties hereto acknowledge and
agree that,  notwithstanding  anything in this Agreement or any other  documents
related   hereto  to  the   contrary   (including,   without   limitation,   any
representations  or  warranties  made by Seller,  covenants  of the Seller  made
herein,  any condition  precedent to the  obligations of Buyer set forth in this
Agreement,  or any provisions  relating to  indemnification to be made by Seller
hereunder),  matters  relating  to, in  connection  with or resulting or arising
from: (a) the effect,  for purposes of any laws,  statutes,  ordinances,  rules,
regulations, orders or other actions, whenever promulgated or enacted, including
any communications or communications-related laws, statutes,  ordinances, rules,
regulations,  orders or other actions,  whenever promulgated or enacted, and any
licenses,  permits  or  authorizations  issued  by  any  governmental  authority
(including, without limitation, the FCC) (collectively,  "Laws") or any contract
or  agreement  to be conveyed to or assumed,  directly or  indirectly,  by Buyer
pursuant hereto(collectively,  "Conveyed Contracts"), of (1) the transfer of the
License  Assets to Buyer and the  retention by Seller of the Excluded  Assets or
(2) the  consummation of the other  transactions  contemplated  hereby;  (b) any
conflict with,  violation of, termination of or breach or default under any Laws
or Conveyed Contracts as a result of the consummation of any of the transactions
contemplated hereby; or (c) any claims,  actions,  suits or other proceedings of
any  nature  whatsoever  ("Proceedings"),  by any  person or entity  (including,
without   limitation,   any  governmental   entity)  by  or  before  any  court,
administrative agency or otherwise, alleging a conflict, violation of, breach or
default  under,  termination  of, or other  inconsistency  with Laws or Conveyed
Contracts  as  a  result  of  the   consummation  of  any  of  the  transactions
contemplated hereby shall not:

         (i) cause or constitute,  directly or indirectly, a breach by Seller of
any of its  representations,  warranties,  covenants or agreements  set forth in
this Agreement or any other document  related hereto (and such  representations,
warranties,  covenants  and  agreements  shall  hereby be deemed to be  modified
appropriately  to reflect  and permit  the  impact and  existence  of such Laws,
Conveyed  Contracts and Proceedings and to permit any action by Seller to comply
with or attempt in good faith to comply with such Laws,  Conveyed  Contracts and
Proceedings);




                                      - 8 -

<PAGE>



         (ii) otherwise cause or constitute,  directly or indirectly,  a default
or breach by Seller under this Agreement or any other documents related hereto;

         (iii)  result  in  the  failure  of  any  condition  precedent  to  the
obligations of Buyer under this  Agreement or any other document  related hereto
to be satisfied;

         (iv) otherwise excuse Buyer's performance of its obligations under this
Agreement or any other document related hereto; or

         (v) give rise to any claim for indemnification or other compensation by
Buyer or any adjustment of the Purchase Price.


                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Each Seller represents and warrants to Buyer as follows:

         3.1.  Organization.   Each  corporation  comprising  the  Seller  is  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the state of its incorporation.  Each Seller has the corporate power and
authority to carry on the business of the Station now being  conducted by it, to
own and operate the License  Assets  owned and operated by it, and to enter into
and consummate the transactions contemplated by this Agreement.

         3.2. Authority.  All corporate actions and proceedings  necessary to be
taken by or on the part of Seller in connection  with the execution and delivery
of this Agreement and the consummation of transactions  contemplated  hereby and
necessary  to make the same  effective  have been duly and validly  taken.  This
Agreement has been duly and validly authorized,  executed, and delivered by each
Seller  and  constitutes  its  valid  and  binding  agreement,   enforceable  in
accordance  with and subject to its terms,  except as limited by laws  affecting
the enforcement of creditors' rights or contractual obligations generally.

         3.3. FCC Licenses. WTTE, Channel 28 Licensee, Inc. is the holder of the
FCC  Licenses  listed in Schedule  1.1(a) to this  Agreement.  Such FCC Licenses
constitute   all  of  the  licenses  and   authorizations   required  under  the
Communications  Act of 1934,  as  amended  (the  "Communications  Act"),  or the
current  rules,  regulations,  and  policies  of the FCC for and/or  used in the
operation of the Station as now operated by Seller. The FCC Licenses are validly
issued and in full force and effect and will not be subject to or scheduled  for
renewal  until at least  October 1, 1997.  Except as set forth in Schedule  3.3,
there is not pending, or to the knowledge of Seller, threatened any action by or
before the FCC to revoke,  cancel,  rescind,  modify,  or refuse to renew in the
ordinary course any of the FCC Licenses, and there is not now pending, or to the
actual knowledge of Seller, threatened, issued, or outstanding by or before



                                      - 9 -

<PAGE>



the FCC, any investigation,  order to show cause, notice of violation, notice of
apparent  liability,  or notice of forfeiture or complaint  against  Seller with
respect to the Station. The Station is operating in compliance,  in all material
respects,  with the FCC Licenses,  the Communications Act, and the current rules
and regulations of the FCC. The renewal dates for all FCC Licenses are disclosed
on Schedule 1.1(a) to this Agreement.

         3.4.  Condition of Assets. The material tangible assets included in the
License  Assets  are  being  maintained  in  accordance  with  general  industry
practices  in good  operating  condition  and repair,  wear and tear in ordinary
usage excepted.

         3.5. Title,  Etc. Seller has good and marketable  title to the tangible
assets and personal property included in the License Assets, and all such assets
and personal property will on the Closing Date be free and clear of all security
interests,  mortgages,  pledges, liens,  encumbrances,  or charges of any nature
whatsoever except for Permitted Encumbrances.

         3.6. Call Letters,  Trademarks,  Etc. Seller possesses adequate rights,
licenses,  or other  authority to use all call  letters,  trademarks,  and trade
names necessary to conduct the business of the Station as presently conducted or
presently proposed to be conducted by Seller. Seller has not received any notice
with  respect to any alleged  infringement  or  unlawful or improper  use of any
copyright,  trademark,  trade name, or other intangible  property right owned or
alleged to be owned by others and used in  connection  with the Station.  Seller
represents and warrants that all trademarks listed on Schedule 1.1(d) hereto are
duly registered and validly issued to Seller.

         3.7.  Insurance.  The  License  Assets  are,  as of the  date  of  this
Agreement, adequately insured by Seller against loss or damage by fire and other
hazards and risks of the character  usually insured against by persons operating
similar   properties  and  businesses  under  policies  issued  by  insurers  of
recognized responsibility.

         3.8.  Contracts.  Schedules 1.1(c) and 3.8 to this Agreement  contain a
complete list of the  following,  as to which the Station or Seller with respect
to the Station is a party, as of the date of this Agreement:

                  (a)      employment contracts;

                  (b) licenses or agreements under which Seller is authorized to
broadcast on the Station filed or taped programming supplied by others;

                  (c) leases of personal  property which have a term,  including
renewal  options  exercisable by any other party  thereto,  ending more than one
year after the date of this Agreement  and/or which involve  annual  payments of
more than $10,000.00;

                  (d)  contracts  not made in the  ordinary  and usual course of
business; and



                                     - 10 -

<PAGE>



                  (e) any other  contracts  which are material to the use of the
License Assets.

         3.9.  Employees.  Schedules 3.9 lists all employees of the Seller whose
employment  is directly  related to the License  Assets,  as of the date of this
Agreement,  and  their  respective  salaries  and  dates  of hire  and  includes
information  on  the  benefits   provided  to  employees   (including,   without
limitation,  pension,  retirement,  hospitalization,  life,  accident or medical
insurance, vacation, and other employee benefit plans, agreements, arrangements,
or  understandings).  Except as described on Schedule 3.9, Seller has no written
or oral contracts of employment  with any employee.  Seller is not a party to or
subject to any collective bargaining agreements with respect to the Station, nor
does  Seller  have any  other  contracts  with any  labor  union or other  labor
organization  with respect to the Station.  Seller is not a party to any pending
or,  to its  actual  knowledge  (after  inquiry  of the  Station's  management),
threatened labor dispute affecting the Station.

         3.10.  Litigation.  Except as set forth on Schedule  3.10  hereto,  (i)
Seller,  with respect to the License  Assets,  has not been  operating  under or
subject to or in default with respect to any order, writ, injunction,  or decree
of any court or federal,  state,  municipal,  or other governmental  department,
commission,  board, agency, or instrumentality which has had or could reasonably
be expected to have a material  adverse effect on the use of the License Assets;
(ii)  there is no  litigation  pending  by or  against,  or to  Seller's  actual
knowledge (after inquiry of the Station's management) threatened against, Seller
related to or affecting any of the License Assets which materially interferes or
could  reasonably be expected to materially  interfere with Seller's  ability to
transfer the License Assets to Buyer. There are no attachments,  executions,  or
assignments for the benefit of creditors or voluntary or involuntary proceedings
in the bankruptcy pending against or contemplated by Seller, and no such actions
have been  threatened  against  Seller.  There is no  litigation  or  proceeding
pending or, to the best of Seller's  knowledge,  threatened against or affecting
Seller  that  would  affect  Seller's  ability  to  carry  out the  transactions
contemplated by this Agreement.

         3.11. Compliance with Laws. Seller, with respect to the License Assets,
is to its knowledge in compliance in all material  respects with all  applicable
laws,  regulations,  and orders,  and the present  uses by Seller of the License
Assets do not, to Seller's  actual  knowledge  (after  inquiry of the  Station's
management),  violate  any such  laws,  regulations,  or orders in any  material
respect.

         3.12.  No Defaults.  On the Closing  Date,  neither the  execution  and
delivery  by Seller of this  Agreement,  nor the  consummation  by Seller of the
transactions  contemplated hereby would constitute or, with the giving of notice
or the  passage  of time or  both,  would  constitute  a  violation  of or would
conflict with or result in any breach of or any default under, any of the terms,
conditions,  or  provisions of any law or regulation to which Seller is subject,
or of Seller's Charter or By-Laws,  or of any material contract,  agreement,  or
instrument to which Seller is a party or by which Seller is bound, except to the
extent any  necessary  consents  to  assignment  of the  program  contracts  and
consents to assignment of the leases and other contracts included



                                     - 11 -

<PAGE>



in the License Assets are required and have not been obtained.

         3.13.  Brokers.  There is no broker or finder or other person who would
have  any  valid  claim  against  any of the  parties  to this  Agreement  for a
commission or brokerage in connection  with this  Agreement or the  transactions
contemplated  hereby as a result of any agreement or  understanding of or action
taken by Seller.

                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         4.1.  Incorporation.  Buyer is a corporation  duly  organized,  validly
existing,  and in good standing under the laws of the State of Maryland, and has
the corporate power and authority to enter into and consummate the  transactions
contemplated by this Agreement.

         4.2. Corporate Action. All corporate actions and proceedings  necessary
to be taken by or on the part of Buyer  in  connection  with the  execution  and
delivery of this Agreement and the  consummation  of  transactions  contemplated
hereby  and  necessary  to make the same  effective  have been duly and  validly
taken.  This  Agreement  has been duly and  validly  authorized,  executed,  and
delivered by Buyer, and constitutes its valid and binding agreement, enforceable
in accordance with and subject to its term,  except as limited by laws affecting
the enforcement of creditors' rights or contractual obligations generally.

         4.3. No  Defaults.  On the Closing  Date,  neither  the  execution  and
delivery  by  Buyer  of this  Agreement,  nor the  consummation  by Buyer of the
transactions  contemplated hereby, will constitute or, with the giving of notice
or the  passage  of time or  both,  would  constitute  a  violation  of or would
conflict  with or result in any  breach of or  default  under any of the  terms,
conditions,  or  provisions  of any  judgment,  law, or  regulation,  or Buyer's
Charter or By-Laws, or any contract,  agreement, or instrument to which Buyer is
a party or by which it is bound.

         4.4.  Brokers.  There is no broker or finder or other  person who would
have  any  valid  claim  against  any of the  parties  to this  Agreement  for a
commission  or  brokerage  in  connection   with  this   Agreement  or  for  the
transactions  contemplated  hereby as a result of any agreement or understanding
of or action taken by Buyer.

         4.5. Qualification as a Broadcast Licensee. Buyer knows of no fact that
would under  existing law and the existing  rules,  regulations,  policies,  and
practices of the FCC,  disqualify Buyer as an assignee of the FCC Licenses or as
owner and operator of the License Assets.

         4.6. Litigation.  There is no litigation,  proceeding, or investigation
of any nature pending or, to the best of Buyer's  knowledge,  threatened against
or  affecting  it that  would  affect  Buyer's  ability  fully to carry  out the
transactions   contemplated  by  this  Agreement.   There  are  no  attachments,
executions, or assignments for the benefit of creditors or voluntary or



                                     - 12 -

<PAGE>



involuntary  proceedings in bankruptcy pending against or contemplated by Buyer,
and no such actions have been threatened against Buyer.

                                    ARTICLE 5

                  COVENANTS OF SELLER PENDING THE CLOSING DATE

         Seller  covenants and agrees that from the date hereof to and including
the Closing Date:

         5.1. Maintenance of Business. Seller shall, with respect to the License
Assets,  continue to carry on its business and  operations and keep its books of
account, records, and files in the ordinary and usual course of business. Seller
shall  continue to operate the Station in all  material  respects in  accordance
with the terms of the FCC Licenses and in  compliance  in all material  respects
with all  applicable  laws and FCC rules and  regulations.  Seller will promptly
execute any necessary applications for renewal of the FCC Licenses.

         Seller will maintain in full force and effect  through the Closing Date
adequate  property  damage,  liability,  and other insurance with respect to the
License Assets.

         Nothing  contained  in this  Agreement  shall  give  Buyer any right to
control the programming, operations, or any other matter relating to the Station
prior to the  Closing  Date,  and  Seller  shall  have  complete  control of the
programming, operations, and all other matters relating to the Station up to the
Closing Date.

         Prior to the Closing  Date,  except as otherwise  permitted by the last
paragraph of this Section 5.1, Seller will not without the prior written consent
of Buyer (to the extent the following  restrictions are permitted by the FCC and
all applicable law):

                  (a)  sell,  lease,  transfer,  or  agree to  sell,  lease,  or
transfer any License  Assets which are material to the operation of the Station,
considered as a whole or which have  individually or in the aggregate a value in
excess of $25,000.00 without replacement thereof with a substantially equivalent
asset of substantially equivalent kind, condition, and value; or

                  (b)  enter  into any  contract  of  employment  or  collective
bargaining agreement which will be binding on Buyer, permit any increases in the
compensation of any of the Station's  employees  whose  employment is related to
the License Assets, except to the extent consistent with past practices.

         Notwithstanding  anything to this  Agreement  to the  contrary,  Seller
shall be entitled to renew or extend the term of any contract listed on Schedule
1.1(c)  which,  by its terms,  expires or will expire prior to December 31, 1996
and, in connection  therewith,  agree to increase the amounts payable thereunder
during any such renewal term in accordance with the Station's usual practices.


                                     - 13 -

<PAGE>



         5.2.  Organization/Goodwill.  Seller shall use best efforts to preserve
the  business  organization  of the Station  and  preserve  the  goodwill of the
Station's suppliers, customers, and others having business relations with it.

         5.3. Reports; Access to Facilities,  Files, and Records. At the request
of  Buyer,  Seller  shall  from  time to time  give or  cause to be given to the
officers,  employees,  accountants,  counsel,  and  representatives of Buyer (i)
access,  upon  reasonable  prior  notice,  during normal  business  hours to all
facilities,  property, accounts, books, deeds, title papers, insurance policies,
licenses, agreements,  contracts,  commitments,  records, equipment,  machinery,
fixtures, furniture,  vehicles, accounts payable and receivable, and inventories
related to the  Station,  and (ii) all such  other  information  concerning  the
affairs  of the  Station  as Buyer  may  reasonably  request  provided  that the
foregoing  does not  materially  disrupt  or  interfere  with the  business  and
operations of the Station.

         5.4.  Application  for Commission  Consent.  As promptly as practicable
after the date of this  Agreement  and in no event later than  fifteen (15) days
after the date hereof,  Seller will complete Seller's portion of applications to
the FCC requesting its written consent to the assignment of the FCC Licenses for
the Station (and any extension or renewals  thereof) to Buyer,  and upon receipt
of Buyer's applications  pursuant to Section 6.1 hereof, will promptly file such
applications  with the FCC jointly with Buyer.  Seller will  diligently  take or
cooperate in the taking of all steps that are necessary, proper, or desirable to
expedite the  preparation of such  applications  and its  prosecution to a Final
Grant. Seller will promptly provide Buyer with a copy of any pleading, order, or
other document served on it relating to such applications.

         5.5.  Consents.  Seller will use best  efforts to obtain or cause to be
obtained  prior to the Closing Date consents to the  assignment to or assumption
by Buyer of all material  Licenses or Contracts  included in the License  Assets
that  require  the  consent  of any third  party by  reason of the  transactions
provided for in this Agreement. If any material necessary consent or approval is
not obtained prior to the Closing Date, then Seller will cooperate with Buyer in
any reasonable  arrangement deemed necessary or desirable by Buyer to provide to
Buyer,  after the Closing Date,  the benefits  under such  Contracts,  including
enforcement  for the  benefit of Buyer of any and all  rights of Seller  against
third parties.

         5.6.  Notice of  Proceedings.  Seller  will  promptly  notify  Buyer in
writing upon becoming aware of any order or decree or any complaint  praying for
an order or decree  restraining or enjoining the  consummation of this Agreement
or the transactions  contemplated  hereunder,  or upon receiving any notice from
any governmental  department,  court,  agency, or commission of its intention to
institute an investigation into or institute a suit or proceeding to restrain or
enjoin the consummation of this Agreement or such transactions, or to nullify or
render ineffective this Agreement or such transactions if consumed.

         5.7.  Confidential  Information.  If for any  reason  the  transactions
contemplated  in this  Agreement  are not  consummated,  Seller shall not use or
disclose to third parties (except as may


                                     - 14 -

<PAGE>



be  required by law) any  confidential  information  received  from Buyer or its
agents  in  the  course  of  investigating,   negotiating,  and  completing  the
transactions  contemplated  by this  Agreement.  Nothing  shall be  deemed to be
confidential  information  that  (a) is  known  to  Seller  at the  time  of its
disclosure  to it; (b) becomes  publicly  known or available  other than through
disclosure by Seller;  (c) is rightfully  received by Seller from a third party;
or (d) is independently developed by Seller.

         5.8.  Consummation  of Agreement.  Subject to the provisions of Section
11.1 of this Agreement, Seller shall use its best efforts to fulfill and perform
all conditions and  obligations on its part to be fulfilled and performed  under
this Agreement and to cause the  transactions  contemplated by this Agreement to
be fully carried out.

         5.9. Notice of Certain  Developments.  Seller shall give prompt written
notice to Buyer (a) if the  License  Assets have  suffered  damage on account of
fire,  explosion,  or other cause of any nature which is  sufficient  to prevent
operation  of  Station  for more  than  four (4)  days,  and (b) if the  regular
broadcast  transmission  of Station  in the normal and usual  manner in which it
heretofore has been  operating is  interrupted  for a period of four (4) days or
more.

         5.10.  Updated  Information.  Seller  agrees to  provide to Buyer on or
shortly prior to the Closing Date a list of any  additional  leases or contracts
which would have been required to be listed on Schedule  1.1(c) hereto  pursuant
to  Article 3 hereof if such  leases or  contracts  existed  on the date of this
Agreement.

                                    ARTICLE 6

                   COVENANTS OF BUYER PENDING THE CLOSING DATE

         Buyer  covenants  and agrees that from the date hereof to and including
the Closing Date:

         6.1.  Application  for Commission  Consent.  As promptly as practicable
after the date of this  Agreement,  and in no event later than fifteen (15) days
from the date hereof,  Buyer will  complete and give to Seller a fully  executed
copy of Buyer's  portion  of  applications  to the FCC  requesting  its  written
consent to the  assignment  of the FCC  requesting  its  written  consent to the
assignment of the FCC Licenses (and any extension or renewals thereof) to Buyer.
Buyer  will  diligently  take or  cooperate  in the taking of all steps that are
necessary,  proper, or desirable to expedite the preparation of such application
and its prosecution to a Final Grant.  Buyer will promptly provide Seller with a
copy of any pleading,  order,  or other  document  served on it relating to such
application.

         6.2.  Confidential  Information.  If for any  reason  the  transactions
contemplated in this Agreement are not consummated,  Buyer shall not use for its
or any third party's  benefit and shall not disclose to third parties (except as
may be  required  by  law)  any  confidential  information  (including,  without
limitation, financial information) received from Seller or its agents in the

                                     - 15 -

<PAGE>



course  of   investigating,   negotiating,   and  performing  the   transactions
contemplated  by this  Agreement.  Nothing  shall be deemed  to be  confidential
information  that (a) is known to Buyer at the time of its disclosure to it; (b)
becomes publicly known or available other than through  disclosure by Buyer; (c)
is  rightfully  received by Buyer from a third  party;  or (d) is  independently
developed by Buyer.

         6.3.  Consummation  of Agreement.  Subject to the provisions of Section
11.1 of this Agreement,  Buyer shall use its best efforts to fulfill and perform
all conditions and  obligations on its part to be fulfilled and performed  under
this Agreement and to cause the  transactions  contemplated by this Agreement to
be fully carried out. Buyer agrees to cooperate  with Seller in connection  with
obtaining  consents to the  assignment to or assumption by Buyer of any Licenses
or Contracts  included in the License  Assets,  and to execute  such  assumption
instruments as may be required in connection with obtaining such consents.

         6.4.  Notice of  Proceedings.  Buyer  will  promptly  notify  Seller in
writing upon becoming aware of any order or decree or any complaint  praying for
an order or decree  restraining or enjoining the  consummation of this Agreement
or the transactions  contemplated  hereunder,  or upon receiving any notice from
any governmental  department,  court,  agency, or commission of its intention to
institute an investigation into or institute a suit or proceeding to restrain or
enjoin the consummation of this Agreement or such transactions, or to nullify or
render ineffective this Agreement or such transactions if consummated.

                                    ARTICLE 7

                     CONDITIONS TO THE OBLIGATIONS OF SELLER

         The  obligations  of Seller  under this  Agreement  are, at its option,
subject  to the  fulfillment  of the  following  conditions  prior  to or at the
Closing Date:

         7.1.  Representations, Warranties, and Covenants.

                  (a)  Each  of the  representations  and  warranties  of  Buyer
contained  in this  Agreement  shall have been true and accurate in all material
respects as of the date when made and shall be deemed to be made again on and as
of the  Closing  Date and shall then be true and  accurate  except to the extent
changes are permitted or contemplated pursuant to this Agreement.

                  (b) Buyer  shall have  performed  and  complied  with each and
every  covenant  and  agreement  required by this  Agreement  to be performed or
complied with by it prior to or at the Closing Date.

                  (c) Buyer shall have  delivered to Seller a certificate  of an
officer of Buyer dated the Closing Date  certifying  to the  fulfillment  of the
conditions set forth in Sections 7.1(a) and 7.1(b).


                                     - 16 -

<PAGE>



         7.2.  Proceedings.  As of the Closing Date, (a) no action or proceeding
shall have been instituted  before any court or governmental body to restrain or
prohibit,  or to obtain  substantial  damages in respect of, the consummation of
this  Agreement  that, in the  reasonable  opinion of Seller,  may reasonably be
expected  to  result in a  preliminary  or  permanent  injunction  against  such
consummation or, if the transactions  contemplated  hereby were consummated,  an
order to nullify or render  ineffective  this Agreement or such  transactions or
the recovery against Seller of substantial  damages; and (b) none of the parties
to this Agreement shall have received written notice from any governmental  body
of (i) its intention to institute any action or proceeding to restrain or enjoin
or  nullify  this  Agreement  or the  transactions  contemplated  hereby,  or to
commence any  investigation  (other than a routine  letter of inquiry)  into the
consummation  of this  Agreement,  or (ii) the  actual  commencement  of such an
investigation.

         7.3. Opinion of Counsel. Seller shall have received opinions of Buyer's
counsel and Buyer's  special FCC counsel,  each dated the Closing Date, in forms
reasonably satisfactory to counsel to Seller.

         7.4.  FCC  Authorization.   All  FCC  approvals  and  consents  to  the
transactions  contemplated  by this  Agreement  shall  have been  granted  by an
Initial  Grant.  "Initial  Grant"  shall be  defined  for the  purposes  of this
Agreement as the publication of the FCC "Public Notice"  announcing the grant of
the  "Assignment  Application(s)"  for  the  FCC  License(s)  to be  transferred
hereunder,  there being no necessity  for a Final Grant (as that term is defined
in  Section  8.5   hereof).   The  terms   "Public   Notice"   and   "Assignment
Application(s)"  shall have the same  meaning  herein as in existing  FCC rules,
regulations and procedures.

         7.5.  Other  Instruments.  Buyer  shall have  delivered  to Seller such
instruments,  documents,  and  certificates  as are  contemplated by Section 2.4
hereof.

                                    ARTICLE 8

                     CONDITIONS TO THE OBLIGATIONS OF BUYER

         The  obligations  of Buyer  under this  Agreement  are,  at its option,
subject  to the  fulfillment  of the  following  conditions  prior  to or at the
Closing Date.

         8.1. Representations, Warranties, Covenants.

                  (a)  Each of the  representations  and  warranties  of  Seller
contained  in this  Agreement  shall have been true and accurate in all material
respects as of the date when made and shall be deemed to be made again on and as
of the  Closing  Date and shall then be true and  accurate  except to the extent
changes are permitted or contemplated pursuant to this Agreement.

                  (b) Seller shall have  performed  and  complied  with each and
every  covenant  and  agreement  required by this  Agreement  to be performed or
complied with by it prior to or

                                     - 17 -

<PAGE>



at the Closing Date.

                  (c) Seller shall have  delivered to Buyer a certificate  of an
officer of Seller dated the Closing Date  certifying to the  fulfillment  of the
conditions set forth in Sections 8.1(a) and 8.1(b).

         8.2.  Proceedings.  As of the Closing Date, (a) no action or proceeding
shall have been instituted before any court or governmental body to restrain, or
prohibit or to obtain  substantial  damages in respect of, the  consummation  of
this  Agreement  that, in the  reasonable  opinion of Buyer,  may  reasonably be
expected  to  result in a  preliminary  or  permanent  injunction  against  such
consummation or, if the transactions  contemplated  hereby were consummated,  an
order to nullify or render  ineffective  this Agreement or such  transactions or
the recovery against Seller of substantial  damages; and (b) none of the parties
to this Agreement shall have received written notice from any governmental  body
of (i) its intention to institute any action or proceeding to restrain or enjoin
or  nullify  this  Agreement  or the  transactions  contemplated  hereby,  or to
commence any  investigation  (other than a routine  letter of inquiry)  into the
consummation  of this  Agreement,  or (ii) the  actual  commencement  of such an
investigation.

         8.3. Opinion of Counsel. Buyer shall have received opinions of Seller's
counsel and Seller's special FCC counsel,  each dated the Closing Date, in forms
reasonably satisfactory to counsel to Buyer.

         8.4.  Damage to the Assets.  The License Assets shall not have suffered
damage on account of fire, explosion,  or other similar cause of any nature that
is sufficient  to prevent  operation of the Station or the  transmission  of its
normal  and usual  signal  for a period of at least ten (10)  consecutive  days;
provided  that on or prior to five (5)  business  days after  Seller  shall have
notified  Buyer of such damage or event,  Buyer shall have notified  Seller that
Buyer is terminating  this Agreement on account of such damage or event pursuant
to Section 11.1(b)(iii) hereof.

         8.5. FCC Licenses.  All FCC consents and approvals to the  transactions
contemplated  by this  Agreement  shall have  become a Final  Grant  without any
condition or qualification  materially  adverse to Buyer or the operation of the
Station. For the purposes of this Agreement,  "Final Grant" shall mean action by
the FCC as to which no further steps  (including  those of appeal or certiorari)
can be  taken  in any  action  or  proceeding  to  review,  modify,  or set  the
determination aside, whether under Section 402 of 405 of the Communications Act,
or otherwise.  Buyer shall have the right to waive the  foregoing  condition and
proceed to Closing  when all such FCC  consents  and  approvals  shall have been
granted by an Initial Grant.

         8.6. Consents.  Seller shall have obtained,  prior to the Closing Date,
any necessary consents from third parties with respect to the Contracts included
in the License Assets which are listed as "material" on Schedule 3.8 hereto.



                                     - 18 -

<PAGE>



         8.7.  Other  Instruments.  Seller  shall have  delivered  to Buyer such
instruments,  documents,  and  certificates  as are  contemplated by Section 2.4
hereof.

                                    ARTICLE 9

                                 INDEMNIFICATION

         9.1. Survival.  All statements of any party contained in this Agreement
(including the Schedules hereto) or in any certificate  delivered by it pursuant
to this Agreement  shall be deemed to be  representations  and  warranties  made
pursuant to this Agreement.  The  representations,  warranties,  covenants,  and
agreements of Seller and Buyer  contained in or made pursuant to this  Agreement
shall be deemed to have been made on the Closing Date, shall survive the Closing
Date for a period of two (2) years  after the  Closing  Date,  and shall  remain
operative  and in full force and effect  after the Closing  Date for a period of
two (2)  years  after  the  Closing  Date  regardless  of any  investigation  or
statement as to the results  thereof made by or on behalf of any party provided,
however,  that (i) Buyer's obligation to pay, perform, and discharge the Assumed
Liabilities  shall  survive  until  such  Assumed  Liabilities  have been  paid,
performed,  or discharged in full; and (ii) Seller's obligations with respect to
all  obligations and liabilities not assumed by Buyer pursuant to this Agreement
shall survive until such obligations and liabilities have been paid,  performed,
or discharged in full.

         9.2.  Indemnification of Buyer.  Seller agrees that, after the Closing,
it shall indemnify and hold Buyer harmless from and against any and all damages,
claims,  losses,  expenses,  costs,  obligations,  and  liabilities,  including,
without  limiting the  generality of the foregoing,  liabilities  for reasonable
attorneys'  fees  and  expenses  ("Loss  and  Expense")   suffered  directly  or
indirectly  by Buyer by reason of or arising out of (i) any  material  breach of
representation  or warranty made by Seller pursuant to this Agreement;  (ii) any
material  failure  by Seller to perform or  fulfill  any of their  covenants  or
agreements  set forth in this  Agreement;  (iii) any  failure  by Seller to pay,
perform, or discharge any liabilities or obligations not specifically assumed by
Buyer pursuant to this Agreement; or (iv) any litigation,  proceeding,  or claim
by any third party arising from the use of the License Assets by Seller prior to
the Closing Date,  except to the extent arising from  obligations or liabilities
of or assumed by Buyer pursuant to this Agreement.

         9.3.  Indemnification of Seller.  Buyer agrees that, after the Closing,
it shall  indemnify  and hold Seller  harmless from and against any and all Loss
and Expense  suffered  directly or  indirectly by Seller by reason of or arising
out of (i) any  material  breach of  representation  or  warranty  made by Buyer
pursuant to this  Agreement;  (ii) any  material  failure by Buyer to perform or
fulfill any of its covenants or agreements  set forth in this  Agreement;  (iii)
any failure by Buyer to pay,  perform,  or discharge any Assumed  Liabilities or
any other obligations or liabilities of or assumed by Buyer under this Agreement
(including, without limitation, those set forth in Section 10.2 hereof); or (iv)
any litigation,  proceeding, or claim by any third party arising from the use of
the License Assets on or after the Closing Date.



                                     - 19 -

<PAGE>



         9.4 Limitation of Liability.  Notwithstanding Sections 9.1, 9.2 and 9.3
hereof, after the Closing,  Seller shall not indemnify or otherwise be liable to
Buyer, and Buyer shall not indemnify or otherwise be liable to Seller unless the
aggregate amount of Buyer's or Seller's, as applicable, Loss and Expense exceeds
$25,000,  in which event the indemnified  party shall be entitled to recover its
aggregate  Loss and  Expense  inclusive  of such  $25,000  threshold;  provided,
however,   that  the  foregoing  limitation  shall  not  be  applicable  to  the
obligations  of either party under Section 2.2 or to the  obligation of Buyer to
pay  and  discharge  any  Assumed   Liabilities  or  any  other  obligations  or
liabilities of Buyer under this Agreement or the obligation of Seller to pay and
discharge liabilities to third parties not assumed by Buyer hereunder.

         9.5.  Bulk Sales  Indemnity.  Buyer hereby waives  compliance  with the
provisions of any applicable bulk transfer laws, and Seller covenants to pay and
discharge when due all debts, obligations, and liabilities incurred prior to the
Closing Date relating to the License Assets,  except the Assumed Liabilities and
other  obligations  or liabilities to be paid or discharged by Buyer as provided
in this  Agreement.  Seller  further agrees to indemnify and hold Buyer harmless
from and  indemnify  Buyer  against  any and all Loss  and  Expense,  including,
without limitation, any claims made by creditors, with respect to non-compliance
with any bulk  transfer  law,  except to the extent that such claims result from
the Assumed  Liabilities  and other  obligations  or  liabilities  to be paid or
discharged by Buyer as provided in this Agreement  and/or Buyer's failure to pay
the same when due.

         9.6. Notice of Claims. If Buyer or Seller believes that it has suffered
or incurred any Loss and Expense,  such party shall notify the other promptly in
writing describing such Loss and Expense,  the amount thereof, if known, and the
method  of   computation  of  such  Loss  and  Expense,   all  with   reasonable
particularity  and containing a reference to the provisions of this Agreement in
respect of which such Loss and Expense shall have occurred. If any action at law
or suit in equity is  instituted  by a third party with  respect to which any of
the parties  intends to claim any liability or expense as Loss and Expense under
this Article 9, such party shall promptly notify the indemnifying  party of such
action or suit.

         9.7. Defense of Third Party Claims.  The indemnifying  party under this
Article 9 shall have the right to conduct and control through counsel of its own
choosing any third party claim,  action, or suit, but the indemnified party 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 indemnifying party shall fail
to defend any such claim, action, or suit, then the indemnified party may defend
through counsel of its own choosing such claim, action, or suit, and (so long as
it gives the indemnifying  party at least fifteen (15) days' notice of the terms
of the proposed  settlement  thereof and permits the indemnifying  party to then
undertake  the  defense  thereof)  settle such claim,  action,  or suit,  and to
recover  from the  indemnifying  party the amount of such  settlement  or of any
judgment  and the costs and expenses of such  defense.  The  indemnifying  party
shall not  compromise or settle any third party claim,  action,  or suit without
the prior written consent


                                     - 20 -

<PAGE>



of the indemnified  party,  which consent will not be  unreasonably  withheld or
delayed.


                                   ARTICLE 10

                              POST-CLOSING MATTERS

         10.1.  Employee  Matters.  Buyer is not obligated by this  Agreement to
offer  employment to any of the employees of Seller whether or not such employee
is employed in connection  with the License Assets.  At its election,  after the
Closing,  the Buyer may solicit for employment by Buyer any individual who is an
employee of the Seller who is employed in  connection  with the License  Assets.
Buyer shall not assume and shall not be  responsible  for any  liabilities  with
respect to sick leave and personal  days accrued by any  employees of Seller who
enter the employment of Buyer or for any accrued  vacation of any such employees
unless specifically provided for in the adjustment made pursuant to Section 2.2.
Buyer agrees that Seller may inform its employees  that Buyer may agree to offer
employment, as provided in this Section 10.1. Buyer does not agree to pay and/or
reimburse  Seller  for and to  indemnify  Seller  from and  against  any and all
severance  or other  liabilities  arising  out of  Seller's  termination  of the
employment of any of its  employees in  connection  with the sale of the License
Assets  to Buyer  (including,  without  limitation,  any  liabilities  under the
so-called  "WARN Act" or any  applicable  state laws  regarding  termination  of
employees).  This Section 10.1 shall operate  exclusively for the benefit of the
parties to this Agreement and not for the benefit of any other person or entity.

         10.2.  Call  Letters.  After the Closing  Date,  Seller shall take such
action as may be reasonably  requested by Buyer to evidence  this  assignment to
Buyer of the right to the use of the name and call letters "WTTE."

                                   ARTICLE 11

                            TERMINATION/MISCELLANEOUS

         11.1. Termination of Agreement. This Agreement may be terminated at any
time on or prior to the Closing Date as follows:

                  (a)      By Seller:

                           (i) if Buyer fails to comply with Sections 6.1 hereof
within ten (10) days after  Seller  notifies  Buyer that Buyer has not  complied
with such  section,  provided  that Seller  shall have used its best  efforts to
cooperate in the  preparation of its portion of the application for FCC consents
as provided in Section 5.4; or

                           (ii) if any of the  conditions  provided in Article 7
hereof have not been met

                                     - 21 -

<PAGE>



by the time required and have not been waived, provided that the failure to meet
such conditions is not due to Seller's breach of the Agreement; or

                  (b)      By Buyer:

                           (i) if  Seller  fails to  comply  with  Sections  5.4
hereof  within ten (10) days after  Buyer  notifies  Seller  that Seller has not
complied  with any such  section,  provided  that Buyer shall have used its best
efforts to cooperate in the  preparation of its portion of the  application  for
FCC consents as provided in Section 6.1; or

                           (ii) if any of the  conditions  provided in Article 8
hereof have not been met by the time required and have not been waived, provided
that the  failure to meet such  conditions  is not due to Buyer's  breach of the
Agreement; or

                           (iii) no later than fifteen (15)  business days after
Seller has  notified  Buyer  pursuant  to Section 8.4 of the  occurrence  of any
damage or event as described in Section 8.4.

                  (c)      By Either Buyer or Seller as follows:

                           (i)  by mutual consent of all parties; or

                           (ii) if the Closing shall not have been  completed by
the date set forth in Section 2.3 hereof.

         No party  hereto  shall  have any  liability  to any other  for  costs,
expenses,  damages,  loss of anticipated  profits, or otherwise as a result of a
termination pursuant to this Section 11.1.

         11.2.  Expenses.  Each  party  hereto  shall  bear all of its  expenses
incurred in connection  with the  transactions  contemplated  by this Agreement,
including, without limitation, accounting, and legal fees incurred in connection
herewith, provided that Seller shall pay the FCC filing fees, and any sales, use
or transfer taxes arising from transfer of the License Assets.

         11.3.  Assignments.  This Agreement  shall not be assigned by any party
hereto without the prior written  consent of the other party,  except that Buyer
may assign its rights and interests to: (i) a wholly-owned subsidiary; or (ii) a
wholly-owned  subsidiary  of a  subsidiary;  provided  that Buyer  gives  Seller
written  notice thereof and that such  assignment  will not delay receipt of the
FCC  consents  or the  finality  thereof  and  provided  further  that  any such
assignment  shall not relieve  Buyer of any of its  obligations  or  liabilities
hereunder.  Any attempt to assign this  Agreement  without any required  consent
shall be void.  This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.

         11.4. Further Assurances. From time to time prior to, at, and after the
Closing Date,


                                     - 22 -

<PAGE>



each party hereto will execute all such instruments and take all such actions as
another party being advised by counsel  shall  reasonably  request in connection
with  carrying  out and  effectuating  the intent and  purpose  hereof,  and all
transactions  and things  contemplated  by this  Agreement,  including,  without
limitation,  the  execution and delivery of any and all  confirmatory  and other
instruments,  in addition to those to be delivered on the Closing Date,  and any
and all actions which may  reasonably be necessary to complete the  transactions
contemplated hereby.

         11.5. 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  prepared,  or by registered or certified
mail, return-receipt requested, or facsimile transmission and shall be deemed to
have been given or made when personally delivered or received, the next business
day after  delivery  to such  overnight  delivery  service,  five (5) days after
deposited in the mail, first class postage prepaid, addressed as follows:

  (a)      If to Seller:             WTTE, Channel 28, Inc.
                                     WTTE, Channel 28 Licensee, Inc.
                                     c/o Sinclair Broadcast Group, Inc.
                                     2000 W. 41st Street
                                     Baltimore, Maryland 21211
                                     Attn: David B. Amy
                                     Fax:  (410) 467-5043

           with a copy to:  Thomas & Libowitz, P.A.
                                     100 Light Street, Suite 1100
                                     Baltimore, Maryland 21202-1053
                                     Attn:  Steven A. Thomas and
                                             Clinton R. Black
                                     Fax:  (410) 752-2046

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


  (b)      If to Buyer:              Glencairn, Ltd.
                                     500 Seco Road
                                     Pittsburgh, Pennsylvania 15146
                                     Attn: Mr. Edwin L. Edwards, Sr.
                                     Fax: (412) 856-0633



                                     - 23 -

<PAGE>


           with a copy to:           Wilmer, Cutler & Pickering
                                     100 Light Street
                                     Baltimore, Maryland  21202
                                     Attn:  John B. Watkins
                                     Fax:  (410) 986-2828

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

         11.6. Captions. The captions of Articles and Sections of this Agreement
are for  convenience  only,  and shall not  control  or affect  the  meaning  or
construction of any of the provisions of this Agreement.

         11.7. Governing Law and Remedies.  This Agreement shall be governed by,
construed,  and  enforced  in  accordance  with  the  laws of  Maryland  without
reference to its  principles of conflict of laws,  except to the extent that the
federal law of the United States governs the transactions  contemplated  hereby.
Buyer and Seller  will have and retain all rights and  remedies  existing in its
favor at law or equity.  Without  limiting the  foregoing,  if Seller refuses or
fails to perform any of its covenants or other obligations under this Agreement,
then Buyer  will have the right to  specific  performance  of such  covenant  or
obligation  under this Agreement,  subject to applicable FCC rules,  regulations
and policies. In the event of any action to enforce this Agreement specifically,
Seller hereby waives the defense that Buyer has an adequate remedy at law.

         11.8.  Consent  To  Jurisdiction,  Etc.  In the event of any  action or
proceeding with respect to any matter pertaining to this Agreement,  the parties
hereto  hereby  waive the right to a trial by jury.  The parties  hereto  hereby
irrevocably  consent  to the  nonexclusive  jurisdiction  and venue of the state
courts of Maryland and of any federal  court located in the State of Maryland in
connection  with any action or  proceeding  arising  out of or  relating to this
Agreement.  The  parties  hereby  waive  personal  service  of  any  process  in
connection with any such action or proceeding and agree that the service thereof
may be made by certified or registered mail addressed to or by personal delivery
to the other party at such other party's address set forth pursuant to paragraph
11.5 hereof.  In the alternative,  in its discretion,  any of the parties hereto
may effect service upon any other party in any other form or manner permitted by
law.

         11.9.  Waiver of  Provisions.  The terms,  covenants,  representations,
warranties,  and  conditions  of this  Agreement may be waived only by a written
instrument executed by the party waiving compliance. The failure of any party at
any time or times to require  performance  of any  provision  of this  Agreement
shall in no manner  affect  the right at a later date to  enforce  the same.  No
waiver by any party of any  condition  or the  breach  of any  provision,  term,
covenant,  representation,  or warranty contained in this Agreement,  whether by
conduct  or  otherwise,  in any one or more  instances  shall be deemed to be or
construed  as a further or  continuing  waiver of any such  condition  or of the
breach of any other provision, term, covenant, representation,


                                     - 24 -

<PAGE>



or warranty of this Agreement.

         11.10. Counterparts.  This Agreement may be executed in two (2) or more
counterparts,  and  all  counterparts  so  executed  shall  constitute  one  (1)
agreement  binding on all of the parties  hereto,  notwithstanding  that all the
parties are not signatory to the same counterpart.

         11.11.  Entire  Agreement/Amendments.  This  Agreement  (including  the
Schedules hereto), constitutes the entire Agreement among the parties pertaining
to  the  subject   matter   hereof  and   supersedes   any  and  all  prior  and
contemporaneous  agreements,  understandings,   negotiations,  and  discussions,
whether oral or written,  between them relating to the subject matter hereof. No
amendment or waiver of any provision of this  Agreement  shall be binding unless
executed in writing by the party to be bound thereby.

         11.12.  Access to Books and Records.  Buyer shall preserve for at least
three (3) years  after the Closing  Date all books and  records  included in the
License Assets. At the request of Seller, Buyer agrees from time to time to give
to the officers,  employees,  accountants,  and counsel of Seller  access,  upon
reasonable prior notice during normal business hours, to the property, accounts,
books, contracts, records, accounts payable and receivable, records of employees
of  Seller,  and other  information  concerning  the  License  Assets and to the
employees of Buyer as Seller may reasonably  request in connection with an audit
by Seller of the Station as of the Closing Date and Seller's  preparation of tax
returns and reports. At the request of Buyer, Seller agrees from time to time to
give the officers,  employees,  accountants,  and counsel of Buyer access,  upon
reasonable prior notice during normal business hours, to the books, records, and
files  retained  by  Seller  with  respect  to the  License  Assets as Buyer may
reasonably  request  in  connection  with its  preparation  of tax  returns  and
reports. Each of Buyer and Seller shall be permitted,  at their expense, to make
extracts from or copies of the foregoing books,  records, and files of the other
party.

         11.13. Public Announcements.  Prior to the Closing Date, neither Seller
nor Buyer shall,  except by mutual  agreement,  make any press  release or other
public announcement concerning the transactions  contemplated by this Agreement,
except as may be required by any law,  rule, or regulation  (including,  without
limitation,  filings,  and  reports  required to be made with or pursuant to the
rules of the  Securities and Exchange  Commission) or by any existing  contract,
license, or agreement to which it is a party.



                                     - 25 -

<PAGE>


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

WITNESS/ATTEST:                       WTTE, CHANNEL 28, INC.


_________________________             By:    /s/ David B. Amy         (SEAL)
Name:                                       Name: David B. Amy
Title:                                      Title: Secretary/Treasurer

                                      WTTE, CHANNEL 28 LICENSEE, INC.


_________________________             By:    /s/ David B. Amy         (SEAL)
Name:                                       Name: David B. Amy
Title:                                      Title: Secretary/Treasurer

                                      GLENCAIRN, LTD.


_________________________             By:     /s/ Edwin L. Edwards   (SEAL)
Name:                                       Name:  Edwin L. Edwards, Sr.
Title:                                      Title:  President


                                     - 26 -

Source: OneCLE Business Contracts.