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Sample Business Contracts

Stock Purchase Agreement - Sinclair Communications Inc. and Lakeland Group Television Inc.

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                            STOCK PURCHASE AGREEMENT


                                 BY AND BETWEEN


                          SINCLAIR COMMUNICATIONS, INC.


                                       AND


                               THE STOCKHOLDERS OF
                         LAKELAND GROUP TELEVISION, INC.








<PAGE>






                                            TABLE OF CONTENTS


1.  DEFINITIONS ...............................................................1

2.  SALE OF SHARES ............................................................2

3.  PURCHASE PRICE ............................................................2
         3.1 Payment ..........................................................2

4.  CLOSING ...................................................................3

5.  REPRESENTATIONS AND WARRANTIES OF SELLERS .................................3
         5.1.  Representations as to Shares, Etc. .............................3
         5.2.  Representations and Warranties as to the Company ...............4
                  a.  Organization and Good Standing ..........................4
                  b.  Capitalization ..........................................4
                  c.  No Conflicts ............................................5
                  d.  Real Property ...........................................5
                  e.  Personal Property .......................................6
                  f.  Financial Statements ....................................6
                  g.  FCC .....................................................8
                  h.  Intellectual Property ...................................9
                  i.  Employee Benefit Plans ..................................9
                  j.  Labor ..................................................11
                  k.  Insurance ..............................................12
                  l.   Material Contracts ....................................12
                  m.  Compliance with Laws ...................................13
                  n.  Litigation .............................................13
                  o.  No Brokers .............................................13
                  p.  Consents ...............................................13
                  q.  Environmental ..........................................13
                  r.  Tax Matters ............................................14
                  s.  Dividends ..............................................16
                  t.  Accounts Receivable ....................................17


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<PAGE>


6.  REPRESENTATIONS AND WARRANTIES OF PURCHASER ..............................17
         6.1.  Organization and Good Standing ................................17
         6.2.  Execution and Effect of Agreement .............................17
         6.3.  No Conflicts ..................................................17
         6.4.  Consents ......................................................18
         6.5.  Litigation ....................................................18
         6.6.  No Brokers ....................................................18
         6.7.  Funds Available ...............................................18
         6.8.  Purchaser Qualifications ......................................18


7.  ADDITIONAL PROVISIONS REGARDING REPRESENTATIONS AND    WARRANTIES ........19
         7.1.  Limitation; Survival ..........................................19
         7.2.  Schedules and Exhibits ........................................19
         7.3.  Non-Employee Sellers ..........................................19


8.  TAX MATTERS ..............................................................19
         8.1.  Section 338 Election ..........................................19
         8.2  Apportionment ..................................................20
         8.2  Apportionment ..................................................20
         8.3  Cooperation in Tax Matters .....................................20
         8.4  Certain Taxes ..................................................20
         8.6.  Certain Withheld Amounts ......................................20


9.  ADDITIONAL COVENANTS AND UNDERTAKINGS ....................................22
         9.1.  Further Assurances and Assistance .............................22
         9.2.  Access to Information .........................................22
         9.3.  Conduct of Business Prior to Closing ..........................22
         9.4.  H-S-R Act .....................................................25
         9.5.  FCC Application ...............................................25
         9.6.  Books and Records .............................................26
         9.7.  Contractual Obligations .......................................26
         9.8.  Control of Stations ...........................................26
         9.9.  Assumption of Brokerage Amounts ...............................27
         9.10.  Interruption of Broadcast Transmission. ......................27


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<PAGE>


10.  INDEMNIFICATION .........................................................28
         10.1.    Indemnification of Purchaser by Sellers ....................28
         10.2.    Indemnification of Sellers by Purchaser ....................29
         10.3.    Limitations and Other Provisions Regarding Indemnification
                  Obligations ................................................29
         10.4.    Notice of Claim /Defense of Action .........................30
         10.5     Tax Contests ...............................................31


11.  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARTIES TO CLOSE .............32
         11.1.    Conditions Precedent to the Obligation of Purchaser ........32
         11.2.    Conditions Precedent to the Obligation of Sellers ..........34


12.  DELIVERIES AT THE CLOSING ...............................................35
         12.1.    Deliveries by Sellers ......................................35
         12.2.    Deliveries by Purchaser ....................................36


13.  EXPENSES ................................................................36


14.  TERMINATION .............................................................37
         14.1     Termination ................................................37
         14.2     Procedure and Effect of Termination ........................37


15.  NOTICES .................................................................38


16.  SELLERS' AGENT ..........................................................40
         16.1.    Sellers' Agent .............................................40


17.  MISCELLANEOUS ...........................................................41
         17.1.    Headings ...................................................41
         17.2.    Schedules and Exhibits .....................................41
         17.3.    Execution in Counterparts ..................................41
         17.4.    Entire Agreement ...........................................41
         17.5.    Governing Law ..............................................41
         17.6.    Modification ...............................................41
         17.7.    Successors and Assigns .....................................42
         17.8.    Waiver .....................................................42
         17.9.    Severability ...............................................42


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<PAGE>

         17.10.   Announcements ..............................................42
         17.11.   Specific Performance .......................................43
         17.12    Bulk Transfers .............................................43
         17.13    Third Party Beneficiaries ..................................43
         17.14    Interpretation .............................................43




ANNEX 1           --                Definitions

ANNEX 2           --                Sellers


EXHIBITS

A                                   -       Deposit Escrow Agreement
B                                   -       Indemnification Escrow Agreement
C                                   -       Form of Opinion
D                                   -       Form of Opinion


SCHEDULES

5.1               Encumbrances on Stock
5.2c              Conflicts Regarding Sellers or the Company
5.2d              Leases of Real Property
5.2e              Exceptions to Title to Personal Property
5.2f              Financial Statements                            
5.2g              FCC Licenses                                    
5.2h              Intellectual Property                           
5.2i              Company Plans and Benefit Arrangements          
5.2k              Insurance Policies                              
5.2l              Material Contracts                              
5.2m              Exceptions to Compliance with Laws              
5.2n              Litigation Involving the Company                
5.2p              Consents Required for Sellers or the Company    
5.2q              Environmental Notices or Claims                 
5.2r(i)           Exceptions to Certain Tax Representations       
5.2r(ii)          Tax Matters (Statement as to Basis, etc.)       


                                       iv

<PAGE>

5.2t              Exceptions Regarding Accounts Receivable        
6.3               Conflicts Regarding Purchaser                   
6.4               Consents Required for Purchaser                 
6.5               Litigation Involving Purchaser                  
9.3c              Pre-Closing Sales, etc. of Company Property     
9.3j              Pre-Closing Changes to Compensation, etc.       
9.9               Engagement Letter with Dain Bosworth Incorporated
11.1(i)           Form of Statement by the Company under FIRPTA   


                                       v

<PAGE>



                            STOCK PURCHASE AGREEMENT
                            ------------------------


         THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of this 14th
day of November,  1997,  is entered into by and among  Sinclair  Communications,
Inc.,  a Maryland  corporation  ("Purchaser"),  and each person who has executed
this Agreement (each a "Seller" and collectively, "Sellers").

                                   WITNESSETH:
                                   -----------

         WHEREAS,  Sellers own issued and  outstanding  shares of capital  stock
(the "Stock") of Lakeland Group Television,  Inc., a Minnesota  corporation (the
"Company"); and

         WHEREAS,  the  Company  is the  owner of the  assets  and  operator  of
KLGT-TV,  Channel  23, in the  Minneapolis-Saint  Paul,  Minnesota  market  (the
"Station"); and

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

         WHEREAS,  each  Seller  desires  to sell to  Purchaser,  and  Purchaser
desires to purchase from such Seller,  all of the issued and outstanding  shares
of Stock held by such Seller.

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


                                    SECTION 1

                                   DEFINITIONS
                                   -----------

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



<PAGE>


                                    SECTION 2

                                 SALE OF SHARES
                                 --------------

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


                                    SECTION 3

                                 PURCHASE PRICE
                                 --------------

         3.1  Payment.  In  consideration  for the sale of the Stock,  Purchaser
shall pay to Sellers  the  aggregate  amount of  $50,000,000.00  (the  "Purchase
Price"), payable as follows:

                  (1) One Million Five Hundred Thousand Dollars  ($1,500,000.00)
simultaneously with the execution and delivery of this Agreement,  to be held in
escrow by  Richfield  Bank & Trust Co. as Escrow  Agent  pursuant  to the Escrow
Agreement in the form of Exhibit A hereto (the "Deposit Escrow  Agreement").  At
the Closing, Purchaser and Sellers shall cause such $1,500,000.00 to be released
to the Sellers' Agent (as  hereinafter  defined) and shall cause any interest or
other additional amounts in such escrow to be released to Purchaser;

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

                  (3) the balance of the Purchase Price at the Closing,  by wire
transfer of federal or other  immediately  available  United States funds to the
accounts  specified  by the Sellers'  Agent no less than two (2)  Business  Days
prior to the Closing.


                                       2

<PAGE>


                                    SECTION 4

                                     CLOSING
                                     -------

         The closing of the  transaction  contemplated  by this  Agreement  (the
"Closing"),  subject to  fulfillment  or waiver of the  conditions  set forth in
Section 11 hereof,  shall be held at the  offices  of Thomas &  Libowitz,  P.A.,
Suite 1100, 100 Light Street,  Baltimore,  Maryland  21202,  at 10:00 A.M. local
time (but  shall be  deemed to have  occurred  at the close of  business  on the
immediately  preceding  day),  on the later to occur of (a) five  Business  Days
after all applicable  waiting  periods under the H-S-R Act shall have expired or
terminated,  or (b) five  Business  Days  after  the  Final  Order,  unless  (i)
Purchaser elects to close upon receipt of Initial Grant, in which case Purchaser
shall give Sellers  reasonable notice of the Closing,  or (ii) the parties shall
mutually  agree upon a different  date or  location  (the actual date of Closing
being the "Closing Date").


                                    SECTION 5

                    REPRESENTATIONS AND WARRANTIES OF SELLERS
                    -----------------------------------------

         5.1. REPRESENTATIONS AS TO SHARES, ETC.

         a. Each  Seller  (severally  and not  jointly)  hereby  represents  and
warrants  to  Purchaser   that:  (i)  such  Seller  holds  of  record  and  owns
beneficially  all of the shares of the Stock set forth  opposite  such  Seller's
name in Annex 2 hereto free and clear of any lien, security interest,  pledge or
encumbrance other than those set forth on Schedule 5.1 hereof, all of which will
be released at or before the Closing;  (ii) upon transfer of the Stock set forth
opposite  such  Seller's  name in Annex 2 hereto to  Purchaser  at the  Closing,
Purchaser will have legal and equitable  title to such Stock,  free and clear of
any lien, security interest, pledge or encumbrance (other than any created by or
on behalf of Purchaser); (iii) such Seller has full power and authority to enter
into this  Agreement,  and the  consummation  of the  transactions  contemplated
hereby  has been duly  authorized  by all  necessary  action on the part of such
Seller,  and if such  Seller is an entity  that such  entity is duly and validly
organized,  existing and in good standing in the  jurisdiction of its formation;
(iv) this  Agreement  has been duly  executed  and  delivered by such Seller and
constitutes a legal,  valid and binding  obligation of such Seller,  enforceable
against  such  Seller  in  accordance  with its  terms,  subject  to  applicable
bankruptcy, insolvency, reorganization,  moratorium and other laws affecting the
rights of  creditors  generally  and to the exercise of judicial  discretion  in
accordance with general principles of equity,  whether applied by a court of law
or equity (collectively,  the "Enforceability Limits"); (v) such Seller's shares
of  Stock  are  not  subject


                                       4

<PAGE>

to any option(s),  warrant(s),  voting trusts, outstanding proxies, registration
rights  agreement(s),  or other  agreements  regarding voting rights (other than
those reflected in Schedule 5.1 and that contemplated by Section 16 hereof); and
(vi) neither the execution and delivery of this Agreement by such Seller nor the
consummation  of the  transactions  contemplated  hereby by such Seller will (a)
violate any of the provisions of any governing documents of such Seller if it is
an entity,  (b) violate any  provision of applicable  law,  rule or  regulation,
which violation would prevent or interfere with such Seller's ability to perform
its  obligations  hereunder,  or (c) conflict  with or result in a breach of, or
give rise to a right of termination of, or accelerate the  performance  required
by the terms of any judgment,  court order or consent decree,  or any agreement,
indenture,  mortgage or  instrument  to which such Seller is a party or to which
its  property  is  subject,  or  constitute  a default  thereunder,  where  such
conflict, breach, right of termination, acceleration or default would prevent or
materially interfere with such Seller's ability to perform hereunder.

         b.  Neither  Seller nor  anyone  acting on behalf of such  Seller,  has
employed any broker or finder or incurred any liability for any brokerage  fees,
commissions  or finders  fees in  connection  with the sale of the Stock and the
transactions  contemplated by this Agreement other than the Company's engagement
of Dain Bosworth Incorporated.

         5.2. REPRESENTATIONS AND WARRANTIES AS TO THE COMPANY.

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

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

         b. CAPITALIZATION. The authorized capital stock of the Company consists
of a single class of common stock having a par value of $.01 per share, of which
10,000,000 shares are authorized.  The issued and outstanding shares thereof are
as  described  on Annex 2. All the  outstanding  shares of the  Stock  have been
validly  issued and are fully paid and  nonassessable  and are held of record by
the  respective  Sellers as set forth on Annex 2 hereto.  Except as described on
Annex 2, (i) no shares of capital  stock of the  Company  are held in  treasury,
(ii) there are no other issued or outstanding  equity securities of the Company,
(iii) there are no outstanding stock appreciation rights, phantom stock rights,


                                       4

<PAGE>

profit  participation  rights,  or other similar  rights with respect to shares;
(iv)  there  are no  other  issued  or  outstanding  securities  of the  Company
convertible or exchangeable  at any time into equity  securities of the Company;
and (v) the Company is not subject to any  commitment or  obligation  that would
require  the  issuance  or sale of  additional  shares of  capital  stock of the
Company at any time under options, subscriptions,  warrants, rights or any other
obligations.  The Company does not have any equity interest in any  corporation,
partnership, joint venture or other entity.

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

         d. REAL PROPERTY.  The Company owns no real estate.  All leaseholds and
other  interests in Real  Property  and all  buildings,  structures,  towers and
improvements  thereon  used in the business  and  operations  of the Station are
listed on Schedule 5.2d to this Agreement.

The Sellers have delivered to the Purchaser  correct and complete  copies of the
leases and  subleases  listed in Schedule  5.2d.  With respect to each lease and
sublease listed in Schedule 5.2.d (except as disclosed in such Schedule 5.2d):

                     (i) the  lease  or  sublease  is  legal,  valid,   binding,
enforceable (subject to the Enforceability Limits), and in full force and effect
in all material respects;

                     (ii)no party to the lease or sublease is in material breach
or default, and no event has occurred which, with notice or lapse of time, would
constitute a material breach or default or permit termination,  modification, or
acceleration thereunder;


                                       5
<PAGE>



                     (iii) no  party  to  the lease or sublease  has  repudiated
any material provision thereof;

                     (iv) there are no material  disputes,  oral  agreements, or
forbearance programs in effect as to the lease or sublease;

                     (v) the Company has not  assigned,  transferred,  conveyed,
mortgaged,  deeded in trust,  or  encumbered  any  interest in the  leasehold or
subleasehold; and

                      (vi) all  facilities  leased or  subleased thereunder have
received all material approvals of governmental  authorities (including material
licenses and permits)  required in connection  with the operation  thereof,  and
have been operated and maintained in accordance with applicable laws, rules, and
regulations in all material respects .

         e. PERSONAL PROPERTY. Except as set forth on Schedule 5.2e hereto or on
the Financial  Statements,  the Company has good and  marketable  (to the extent
applicable  under  Minnesota law) title to all of its material items of tangible
personal  property  and  assets  used or useful by the  Company  located  on its
premises or shown on the Financial  Statement,  and the Company owns such assets
free and clear of all liens,  security interests and encumbrances.  The tangible
personal  property of the Company has been  maintained in accordance with normal
industry  practice and is in good  condition and repair  (subject to normal wear
and tear) and is adequate for its present use by the Company.

         f. FINANCIAL STATEMENTS. Schedule 5.2f includes copies of the Financial
Statements. The Financial Statements have been prepared in accordance with GAAP,
consistently  applied with prior periods  (except that the balance sheet of July
31, 1997, is not a year-end statement and is subject to year-end adjustments and
the  Financial  Statements  do not  include  the notes  required  by GAAP).  The
Financial  Statements present fairly the financial position of the Company as at
and for the periods  indicated  therein.  Except as set forth on Schedule  5.2.f
hereto,  since July 31, 1997,  there has not been any material adverse change in
the business,  financial condition,  operations, or results of operations of the
Company taken as a whole.  Without  limiting the  generality  of the  foregoing,
since that date:


                                        6

<PAGE>



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

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

                     (iii) the Company has  not  accelerated,  terminated,  made
material modifications to, or canceled any material agreement,  contract, lease,
or license to which the Company is a party or by which the Company is bound;

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

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

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

                     (vii) the  Company has not  created,  incurred, assumed, or
guaranteed more than $25,000.00 in aggregate indebtedness for borrowed money and
capitalized lease obligations;

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

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

                     (x) the Company has not issued, sold, or otherwise disposed
of any of its capital stock, or granted any options,  warrants,  or other rights
to purchase or obtain (including upon conversion,  exchange, or exercise) any of
its capital stock;

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

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


                                       7
<PAGE>



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

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

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

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

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

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

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

         g. FCC. The Company and the Station are operated in material compliance
with the terms of the FCC Licenses,  the Communications Act of 1934, as amended,
and  applicable  rules,  regulations  and  policies  of the FCC ("FCC  Rules and
Regulations").  All FCC Licenses, a true and complete list of which is set forth
on  Schedule  5.2g,  and true and  complete  copies  of each of which  have been
delivered to  Purchaser,  are valid and in full force and effect.  Except as set
forth on Schedule 5.2g, no application,  action or proceeding is pending for the
renewal  or  modification  of any of the  FCC  Licenses  and,  to the  Company's
Knowledge,  there  is not now  before  the FCC any  investigation  or  complaint
against the Company or relating to the Station,  the  unfavorable  resolution of
which would impair the  qualifications  of the Company to hold any FCC Licenses.
Except as set forth on Schedule 5.2g, there is no proceeding  pending before the
FCC,  and the Company  has  received  no notice of  violation  from the FCC with
respect to the Station.  Except as set forth on Schedule  5.2g,  the Company has
received no order or notice of violation issued by any governmental entity which
permits  revocation,  adverse  modification  or  termination of


                                       8

<PAGE>



any FCC License.  Except as set forth on Schedule 5.2g, none of the FCC Licenses
or other licenses is subject to any  restriction or condition which requires any
material change in the operation of the Station as currently  operated.  The FCC
Licenses  listed  in  Schedule  5.2g are  currently  in  effect  and,  except as
disclosed on the Schedules, are not subject to any liens, or other encumbrances.
No license  renewal  applications  are  pending  with  respect to any of the FCC
Licenses,  but the  Company  must file an  application  for  renewal  of the FCC
Licenses on or before  December 1, 1997. As of the date hereof,  the Company has
received  no notice or other  information  to the effect  that the FCC would not
renew the FCC  Licenses in the  ordinary  course for a full license term without
any adverse conditions,  upon the timely filing of appropriate  applications and
payment of the  required  filing  fee.  As of the date  hereof,  the Company has
received  no notice or other  information  to the effect  that the FCC would not
grant the FCC Application in the ordinary course without any adverse conditions.
All documents required by 47 C.F.R.  Section 73.3526 to be kept in the Station's
public  inspection files are in such file, other than documents,  the absence of
which either  individually or in the aggregate would not have a material adverse
effect on the renewal of the FCC Licenses or the Company's ability to consummate
the  transactions  contemplated  by  this  Agreement,  and  such  file  will  be
maintained  in proper  order and  complete up to and  through the Closing  Date,
except for any such immaterial documents.

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

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

                     (i)  Schedule  5.2i  completely  and  accurately  lists all
Company Plans and Company Benefit  Arrangements and specifically  identifies any
that are  Qualified  Plans.  Neither  the Company  nor any ERISA  Affiliate  has
maintained or contributed to any Qualified  Plans since October 18, 1991,  other
than the IDS Financial  Services Inc. Defined  Contribution  Prototype Plan (the
"401(k)  Plan").  The 401(k) Plan is qualified in form and operation  under Code
Section  401(a) and has a  currently  applicable  determination  letter


                                       9

<PAGE>



from the Internal  Revenue  Service,  and its trust is exempt under Code Section
501, and nothing has occurred with respect to the 401(k) Plan or such trust that
could cause the loss of such qualification or exemption or the imposition of any
material  liability,  lien,  penalty, or tax under ERISA or the Code, other than
the obligation to make contributions in accordance with the 401(k) Plan.

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

                     (iii) The Company  neither  has nor has ever had any  ERISA
Affiliates.  The Company has never sponsored,  maintained,  or had any liability
(direct or  indirect,  actual or  contingent)  with  respect to any Benefit Plan
subject to Title IV of ERISA, nor has the Company ever made or been obligated to
make  or  reimbursed  or been  obligated  to  reimburse  another  employer  for,
contributions to any multi-employer  plan (as defined in ERISA,  Section 3(37)).
The Company has no liability  (whether  actual,  contingent or  otherwise)  with
respect to any Benefit Plan or Benefit Arrangement that is not a Company Benefit
Plan or Arrangement.

                     (iv)  No  claims or lawsuits  (other than  routine  benefit
claims)  have been  asserted,  instituted  or, to the  knowledge of the Company,
threatened  by,  against,  or relating to any  Company  Plan or Company  Benefit
Arrangement, and the Company does not have knowledge of any fact that could form
the basis for any  material  liability  of the  Company in the event of any such
claim or lawsuit. The Company has not received any notice that the Company Plans
and Company Benefit  Arrangements  are presently under audit or examination (and
has not received notice of a potential audit or examination by any  governmental
authority,  or of any matters  pending with respect to the 401(k) Plan under any
governmental compliance programs).

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

                     (vi) With respect to each Company Plan,  there have been no
violations  of


                                       10

<PAGE>



Code Section 4975 or ERISA  Sections  404 or 406 as to which  successful  claims
would result in any material liability for the Company or any Person required to
be indemnified by it.

                     (vii) The Company has made all  required  contributions  to
the Company Plan as of the last day of each plan's most recent fiscal year,  all
benefits accrued under any unfunded Company Plan or Company Benefit  Arrangement
will have been paid,  accrued,  or otherwise  adequately  reserved in accordance
with  generally  accepted  accounting  principles  as of July 31, 1997;  and all
monies withheld from employee  paychecks with respect to Company Plans have been
transferred to the  appropriate  plan within the timing required by governmental
regulations.

                     (viii) The Company has complied  in  all  material respects
with the health  continuation rules of Code Sections 4980B (and its predecessor)
and with Code Section  5000.  No employee or former  employee of the Company nor
dependent  of any such  employee  or  former  employee  is,  by  reason  of such
employee's  or former  employee's  employment,  entitled to receive any benefits
subject to reporting under Statement of Financial  Accounting Standards No. 106,
other than as required by Code Section 4980B or other applicable law.

                     (ix) There   are   no  contracts,   agreements,   plans  or
arrangements  covering  any  employee or former  employee  of the Company  that,
individually or  collectively,  could give rise to the payment of any amount (or
portion  thereof)  that,  under Code Sections  280G,  404 or 162(m) would not be
deductible when paid.

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

                     (i)  The  Company  is and  has  been in  compliance  in all
material respects with all applicable laws respecting  employment and employment
practices,  terms and  conditions of employment  and wages and hours,  including
without limitation any such laws respecting employment discrimination,  workers'
compensation,  family and medical leave, the Immigration Reform and Control Act,
and occupational safety and health requirements,  and has not and is not engaged
in any unfair labor practice.

                     (ii) The  employees  of the  Company are not and have never
been  represented  by any  labor  union in  connection  with  employment  by the
Company, and no collective bargaining agreement is binding and in force against,
or currently being negotiated by, the Company.  To the Company's  knowledge,  no
labor representation organization effort currently exists nor has there been any
such activity within the past three years.


                                       11

<PAGE>

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

                     (iv) Since  December 31, 1996,  no employee of the Company,
or group of employees, the loss of whom would have significant adverse effect on
the business of the Company,  has notified the Company of his or their intent to
(A) terminate his or their relationship with the Company, or (B) make any demand
for material  payments or  modifications of his or their  arrangements  with the
Company.

                     (v)  The  Company  has  received no notice of any charge or
compliance  proceeding actually pending or threatened against the Company before
the Equal  Employment  Opportunity  Commission or any state,  local,  or foreign
agency responsible for the prevention of unlawful employment practices.

         k.  INSURANCE.  Schedule  5.2k hereto  contains a list of all insurance
policies concerning the Business,  other than employee-benefit related insurance
policies.  All such policies are in full force and effect, there are no existing
breaches or defaults by the Company with respect to such policies, and no notice
of cancellation or termination has been received by the Company.

         l. MATERIAL CONTRACTS.  Schedule 5.2l hereto contains a list of all the
Material  Contracts and true copies of such  agreements  have been  furnished to
Purchaser or have been made  available  to  Purchaser.  All  Material  Contracts
listed on Schedule 5.2l are legal, valid and binding  obligations of the Company
enforceable  in  accordance  with their  terms  (subject  to the  Enforceability
Limits) and in full force and effect.  There exists no default by the Company or
event which,  with notice or lapse of time, or both,  would constitute a default
by the Company  (or,  to its  knowledge)  any other  party to any such  Material
Contract or which would permit termination, modification or acceleration. Except
as disclosed  in Schedule  5.21,  the Company has not received  notice (or other
knowledge)  that  any  party to any  Material  Contract  intends  to  cancel  or
terminate  any such  agreement  or to exercise or not to exercise  any option to
renew thereunder.


                                       12

<PAGE>



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

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

         o. NO BROKERS.  The Company  has not  employed  any broker or finder or
incurred any liability for any brokerage  fees,  commissions  or finders fees in
connection with the sale of the Stock and the transactions  contemplated by this
Agreement, other than the Company's engagement of Dain Bosworth Incorporated.

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

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

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


                                       13

<PAGE>

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

                     (iii) The  Company  has not  received  any  notice or claim
alleging that there are  conditions  existing at the Real Property that require,
or which with the giving of notice or the  passage of time or both would  likely
require  remedial  or  corrective  action,  removal or closure  pursuant  to the
Environmental Laws.

                     (iv) The  Company  has not  received  any  notice or  claim
alleging   that  the   Company   does  not  have  all  the   material   permits,
authorizations,  licenses,  consents  and  approvals  necessary  for the current
conduct of the Business and for the  operations  on, in or at the Real  Property
which are required under applicable Environmental Laws, or is not in substantial
compliance  with the terms and  conditions of all such permits,  authorizations,
licenses, consents and approvals

                     (v)  The  Company  has not  received  any  notice  or claim
alleging that there are Hazardous  Substances present on or in the Real Property
or at any  geologically  or  hydrologically  adjoining  property,  including any
Hazardous Substances  contained in barrels,  above or underground storage tanks,
landfills,  land deposits,  dumps, equipment (whether movable or fixed) or other
containers,  either  temporary or  permanent,  and deposited or located in land,
water, sumps, or any other part of the Real Property or such adjoining property,
or  incorporated  into any  structure  therein or  thereon.  The Company has not
received any notice or claim  alleging that the Company (or any other Person for
whose conduct it is or may be held  responsible) has permitted or conducted,  or
was aware of, any Hazardous  Substances,  or any illegal activity conducted with
respect to the Real Property or any other  properties or assets  (whether  real,
personal, or mixed) the Company has or had an interest.

         r. TAX MATTERS.

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


                                       14

<PAGE>


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

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

                           (C) The amount of the Company's  liability for unpaid
Taxes did not, as of July 31, 1997,  exceed the amount of the current  liability
accruals for such Taxes (excluding reserves for deferred Taxes) reflected on the
Financial Statements.

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

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

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

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

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

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

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


                                       15

<PAGE>

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

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

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

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

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

                  (ii) Sellers have  furnished  or otherwise  made  available to
Purchaser  correct and complete  copies of (A) all income,  franchise  and other
material Tax Returns  filed by the Company  since  January 1, 1994;  and (B) all
examination reports,  statements of deficiencies and closing agreements received
by the Company with respect to the Company relating to Taxes.

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

         s. DIVIDENDS. Since December 31, 1996, no dividends have been declared,
paid,  issued or otherwise  approved by the Board of Directors of the Company in
respect of the Stock.


                                       16

<PAGE>



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


                                    SECTION 6

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER
                   -------------------------------------------

         Purchaser hereby represents and warrants to Sellers that:

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

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

         6.3.     NO CONFLICTS.

         Except as described on Schedule 6.3 hereof,  neither the  execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will (a)


                                       17

<PAGE>

violate any of the  provisions  of the articles of  incorporation  or by-laws of
Purchaser,  (b) violate any  provision of applicable  law,  rule or  regulation,
which violation would prevent or interfere with  Purchaser's  ability to perform
hereunder,  or (c)  conflict  with or result  in a breach  of, or give rise to a
right of termination of, or accelerate the performance  required by the terms of
any  judgment,  court  order or consent  decree,  or any  agreement,  indenture,
mortgage or instrument to which Purchaser is a party or to which its property is
subject, or constitute a default thereunder, except where such conflict, breach,
right of termination,  acceleration or default would not have a material adverse
effect on the  business  or  financial  condition  of  Purchaser  or  prevent or
materially interfere with Purchaser's ability to perform hereunder.

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

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

         6.6. NO BROKERS.  Except for Kepper,  Tupper & Company  (whose fees and
expenses will be paid in full by Purchaser), neither Purchaser nor anyone acting
on its behalf has employed any broker or finder or incurred  any  liability  for
any brokerage fees, commissions or finders' fees in connection with the purchase
of the Stock and the transactions contemplated by this Agreement.

         6.7. FUNDS AVAILABLE.  Purchaser currently has (and on the Closing Date
will have) sufficient funds to pay the Purchase Price, in full and in accordance
with this Agreement,  and Purchaser's  obligations to purchase the Stock are not
subject to any condition or contingency  involving  financing,  availability  of
funds, or any similar matter.

         6.8. PURCHASER  QUALIFICATIONS.  Purchaser is legally,  financially and
otherwise qualified to be the licensee of, acquire,  own and operate the Station
under the  Communications  Act, and the rules,  regulations  and policies of the
FCC.  Purchaser knows of no fact that would, under existing law and the existing
rules, regulations,  policies and procedures of the FCC (a) disqualify Purchaser
as a transferee of the FCC Licenses or as the owner and operator of the Station,
or (b) cause the FCC to fail to approve in a timely


                                       18

<PAGE>

fashion the FCC Application for any reason attributable to Purchaser.  No waiver
of any FCC rule or policy is  necessary  to be obtained for the grant of the FCC
Application for the transfer of control over the FCC Licenses to Purchaser,  nor
will processing pursuant to any exception to a rule of general  applicability be
requested or required in connection with the  consummation  of the  transactions
contemplated hereby.


                                   SECTION 7

         ADDITIONAL PROVISIONS REGARDING REPRESENTATIONS AND WARRANTIES
         --------------------------------------------------------------

         7.1.  LIMITATION;  SURVIVAL.  The representations and warranties herein
and the  obligations  of the parties shall survive the Closing Date for a period
of one year, except to the extent any claims for indemnification in respect of a
breach of any such representation or warranty is made on or before such date, in
which case such representation or warranty shall survive until the resolution of
such claim.

         7.2.  SCHEDULES  AND  EXHIBITS.  Disclosure of any fact or item in this
Agreement or in any  Schedule,  Annex or Exhibit  hereto shall be deemed to have
been disclosed in all other Schedules or Exhibits  requiring such disclosure and
for purposes of all other representations and warranties made herein.

         7.3.  NON-EMPLOYEE  SELLERS.  In the case of each  Seller who is not an
officer,  director or employee of the Company,  the parties acknowledge that (a)
such Seller does not have direct  access to the books,  records,  employees  and
assets of the Company;  (b) such Seller does not have personal  knowledge of the
matters  discussed in the  representations  and  warranties set forth in Section
5.2;  (c) such  Seller  has not made any  independent  investigation  or inquiry
regarding  such  matters;  and (d) such  Seller is  relying  principally  on the
representations  and  warranties  made by  those  Sellers  who are  officers  or
employees of the Company.


                                    SECTION 8

                                   TAX MATTERS
                                   -----------

         8.1.  SECTION  338  ELECTION.  In the  event  that  Purchaser  makes an
election  under Section 338 of the Code (or any  comparable  provision of state,
local or foreign  law) with


                                       19
<PAGE>

respect  to the  purchase  of the  stock  in the  Company  as  provided  herein,
Purchaser  shall be responsible  for and shall pay all Taxes resulting from such
election.

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

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

         8.4 Sellers shall timely pay all  transfer,  documentary,  sales,  use,
stamp, registration and other similar Taxes and fees arising from or relating to
the sale of Stock under this  Agreement,  and Sellers shall at their own expense
file all necessary Tax Returns and other  documentation with respect to all such
transfer,  documentary,  sales, use, stamp, registration and other similar Taxes
and fees. If required by applicable law, Purchaser will join in the execution of
any such Tax Returns and other documentation.

         8.5. CERTAIN WITHHELD AMOUNTS.

              (a) Sellers and Purchaser acknowledge and agree that:

                  (i) Annex 2 refers to certain  options to  purchase  shares of
Stock ("Options" and each an "Option");

                  (ii)  immediately  prior to Closing,  some  Options may remain
outstanding (each an "Unexercised Option");

                  (iii)  Sellers  shall  cause  each  Unexercised  Option  to be
canceled  without  cost to the  Company  or  Purchaser  at or before the time of
Closing;

                  (iv) Sellers may cause part of the  Purchase  Price to be paid
to the



                                       20
<PAGE>

holder of each Unexercised Option;

                  (v) Sellers may cause part of the Purchase Price to be paid to
the holder of certain  shares of Stock listed on Annex 2 that were issued by the
Company as compensation for services  previously  rendered by such holder to the
Company (each a "Compensatory Share"); and

                  (vi) certain  amounts so paid with  respect to an  Unexercised
Option  or a  Compensatory  Share  may be  taxable  income  and  subject  to Tax
reporting, or withholding of Tax, or both.

              (b) For each  holder of any  Unexercised  Option  or  Compensatory
Share, Sellers shall

                  (i) determine  the amount of such taxable  income (if any) and
the amount of Tax (if any) required to be withheld;

                  (ii)  withhold  such amount (the  "Withheld  Amount") from the
amount otherwise payable to such holder;

                  (iii) provide to the Company a statement  that (A)  identifies
such holder,  (B) specifies such Withheld  Amount,  and (C) states the amount of
taxable  income to be reported  for such holder on Form W-2 or Form 1099 (as the
case may be) and the Withheld Amount (if any);

                  (iv)  at or  before  the  time  of  Closing,  provide  to  the
Purchaser  an  opinion of counsel or  certified  public  accountants  reasonably
satisfactory  to Purchaser  to the effect that the amount of taxable  income and
Tax  required to be  withheld  with  respect to each  holder of any  Unexercised
Option or Compensatory Share, as set forth in Seller's  statement,  are correct;
and

                  (v) pay to the Company the Withheld Amount (if any).

              (c) For each  such  holder,  upon the  Company's  receipt  of such
statement and such Withheld  Amount (if any),  Purchaser shall cause the Company
to

                  (i)  report on Form W-2 or Form 1099 (as the case may be) each
amount specified on such statement, in accordance with such statement; and

                  (ii) pay the Withheld  Amount to the Internal  Revenue Service
and


                                       21

<PAGE>

the  Minnesota  Department  of Revenue,  in each case in the  respective  amount
specified on such statement (or, in the case of any holder who is not a resident
of Minnesota, to such alternate state Tax authority (if any) as may be specified
in such statement).


                                    SECTION 9

                      ADDITIONAL COVENANTS AND UNDERTAKINGS
                      -------------------------------------

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

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

         9.3.  CONDUCT OF BUSINESS PRIOR TO CLOSING.  Except as  contemplated by
this  Agreement,  from and after the date hereof,  Sellers  shall use their best
efforts to cause the


                                       22

<PAGE>



Company to conduct such Business in the ordinary course.  Except as contemplated
by this  Agreement  or as consented to by  Purchaser  (which  consent  shall not
unreasonably  be withheld),  from and after the date hereof,  Sellers shall act,
and shall cause the Company to act, as follows:

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

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

               (c) Except (i) for the  disposition of obsolete  equipment in the
ordinary course of business, or (ii) as set forth on Schedule 9.3(c) hereto, the
Company will not sell,  mortgage,  pledge or  otherwise  dispose of any material
assets or properties owned, leased or used in the operation of the Business;

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

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

               (f) The Company will not incur,  or agree to incur,  any debt for
borrowed money other than draws under the Company's  existing  revolving  credit
agreement;

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

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

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


                                       23

<PAGE>



               (j) Except as stated in Schedule  9.3(j) and except as  otherwise
agreed to by  Purchaser,  the  Company  will not  permit  any  increases  in the
compensation of any of the employees of the Station except as required by law or
existing  contract  or  agreement  or enter  into or amend any  Company  Plan or
Company Benefit Arrangement;

               (k) The  Company  shall not enter into or renew any  contract  or
commitment  relating to the Station or the assets of the  Station,  or incur any
obligation  that will be  binding  on  Purchaser  after  Closing,  except in the
ordinary  course of business;  provided that (i) except for time sales contracts
for cash at  prevailing  rates  for a term not  exceeding  twelve  (12)  months,
Sellers  shall not enter  into time  sales  agreement  that will be  binding  on
Purchaser  after  Closing;  and (ii) the Company  shall not enter into,  modify,
amend, renew, or change any contract with respect to programming for the Station
for any period after the Closing Date (each a  Programming  Action)  without the
prior approval of Purchaser which approval shall not be unreasonably withheld or
delayed.  For purposes of clause (ii) above,  Sellers  acknowledge that it shall
not be  unreasonable  for  Purchaser  to withhold  its consent to approve of any
Programming  Action  where  Purchaser,  acting in good  faith,  has  advised the
Company in writing  that  Purchaser  has reason to conclude  that it can acquire
such programming on better terms. Purchaser acknowledges that any failure of the
Company  or Sellers to take any  Programming  Action as a result of  Purchaser's
withholding  consent shall not be a breach of any provision of this Agreement by
Sellers and shall not be a failure to satisfy any  condition  to be satisfied by
the Company or Sellers hereunder;

               (l) The Company  shall not enter into any  transactions  with any
Affiliate of the Company or any Seller that will be binding upon  Purchaser,  or
the Station following the Closing Date;

               (m) The Company shall use all commercially  reasonable efforts to
maintain  the assets of the Station or  replacements  thereof in good  operating
condition and adequate repair;

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


                                       24

<PAGE>



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

               (p) The Company  shall file all Tax Returns  when due;  provided,
however,  that the  Company  shall  not file any  material  Tax  Return  without
providing  Purchaser  with  reasonable  opportunity to review and consent to the
filing of such Tax Return,  which  consent  will not be  unreasonably  withheld;
provided  further,  however,  that the  Company  shall  not be in breach of this
Section  9.3(p) if Purchaser has not consented to such filing by the fifth (5th)
Business Day preceding the due date  (including  any extension  periods) of such
filing.

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

         9.5.  FCC APPLICATION.

               (a) Purchaser  and Sellers  jointly  shall,  within five Business
Days following the date hereof, file (or cause to be filed) with the FCC the FCC
Application;  provided that the parties shall  cooperate  with each other in the
preparation  of the FCC  Application  and  shall  in good  faith  and  with  due
diligence take all reasonable  steps necessary to expedite the processing of the
FCC  Application  and to secure such consents or approvals as  expeditiously  as
practicable.  If the Closing  shall not have  occurred for any reason within the
initial   effective  periods  of  the  granting  of  FCC  approval  of  the  FCC
Application, and no party shall have terminated this Agreement under Section 14,
the parties  shall  jointly  request and use their  respective  best  efforts to
obtain one or more extensions of the effective  periods of such grants. No party
shall  knowingly  take,  or fail to take,  any  action  of which  the  intent or
reasonably  anticipated  consequence  would  be to  cause  the FCC not to  grant
approval of the FCC Application.

                  (b)  Sellers  shall  cause the  Company to publish the notices
required  by the FCC Rules and  Regulations  relative  to the  filing of the FCC
Application. Copies of all applications, documents and papers filed with the FCC
after the date hereof and prior to the Closing,  or filed after the Closing with
respect to the transaction  under this Agreement,  by


                                       25

<PAGE>

Purchaser or Sellers shall be mailed to the other simultaneously with the filing
of the same with the FCC or as soon as practicable thereafter. Each of Purchaser
and the Company  shall bear its own costs and expenses  (including  the fees and
disbursements  of its counsel) in connection with the preparation of the portion
of the application to be prepared by it and in connection with the processing of
that  application.  All filing and grant fees, if any, paid to the FCC, shall be
split equally by Purchaser and the Company. None of the information contained in
any  filing  made by  Purchaser  or  Sellers  with the FCC with  respect  to the
transaction contemplated by this Agreement shall contain any untrue statement of
a material fact.

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

         9.7.  CONTRACTUAL  OBLIGATIONS.  At all times after Closing,  Purchaser
shall cause the Company to:

               (a) honor all of the Company's contractual  obligations disclosed
herein  (including,  without  limitation,  those under  employment  arrangements
disclosed  herein or in any Schedule  hereto),  in each case in accordance  with
their respective terms and conditions;

               (b)  continue,  for at least  ninety  (90) days after the Closing
Date, the  employment of each person who is employed by the Company  immediately
prior to  Closing,  in each  case  under  terms  and  conditions  of  employment
(including, without limitation,  compensation and benefits as such are disclosed
herein or in any  Schedule  hereto)  that are not less  favorable to such person
than those  existing  immediately  prior to  Closing,  provided,  however,  that
nothing  in this  clause  (b) shall  require  the  continued  employment  of the
Station's general manager or general sales manager,  except to the extent of any
such contractual obligations disclosed herein or in any Schedule hereto.

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

         9.9. ASSUMPTION OF BROKERAGE AMOUNTS.  At the Closing,  Purchaser shall
pay the


                                       26

<PAGE>


brokerage  fees and expenses due from the Company to Dain Bosworth  Incorporated
in accordance  with the engagement  letter dated November 12, 1996,  executed by
the Company as set forth on Schedule 9.9 hereto.

         9.10. INTERRUPTION OF BROADCAST TRANSMISSION.

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

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

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


                                       27
<PAGE>

Purchaser in connection therewith.

               (d) If before the Closing Date,  due to damage or  destruction of
the assets the regular  broadcast  transmission of the Station in the normal and
usual manner is interrupted  for a period of seven (7) continuous  days or more,
Sellers shall give prompt written notice thereof (the "Interruption  Notice") to
Purchaser.  Upon receipt of the  Interruption  Notice,  Purchaser shall have the
right,  in its sole and absolute  discretion,  by giving prompt  written  notice
thereof to Sellers within two (2) Business Days of the date of the  Interruption
Notice, to terminate this Agreement with the effect specified in Section 14.2(a)
hereof.


                                   SECTION 10

                                 INDEMNIFICATION
                                 ---------------

         10.1. INDEMNIFICATION OF PURCHASER BY SELLERS.

               (a) Subject to Section 10.3 hereof,  each Seller,  severally  but
not jointly,  shall  indemnify and hold Purchaser  harmless from and against any
and all Losses,  however incurred,  which arise out of or result from any breach
by such Seller of any  representation or warranty of such Seller as to itself or
himself, in Section 5.1 of this Agreement.

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

                   (i) any breach of any  representation  or warranty of Sellers
set forth in Section  5.2 of this  Agreement  other than any  representation  or
warranty of any Seller set forth in Section 5.1 of this Agreement; or

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

                   (iii) breaches of other agreements contemplated hereby.


                                       28

<PAGE>



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

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

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

               (c) breaches of other agreements contemplated hereby.

         10.3.  LIMITATIONS  AND  OTHER  PROVISIONS  REGARDING   INDEMNIFICATION
OBLIGATIONS.

               (a)  Notwithstanding  the  provisions  of  Section  10.1  hereof,
Purchaser shall not be entitled to indemnification or to receive indemnification
payments  with  respect  to any  Losses  except  if and to the  extent  that the
aggregate  amount of Losses incurred by Purchaser and its Affiliates to which it
or they would  otherwise  be  entitled to  indemnification  under  Section  10.1
hereof, exceeds $50,000.00.

               (b)  In   determining   the   amount  of  any  Losses  for  which
indemnification  is provided under this Agreement,  such Losses shall be (i) net
of any insurance  recovery made by the indemnified  party,  (ii) reduced to take
into account any net Tax benefit realized by the indemnified  party arising from
the deductibility of such Losses, and (iii) increased to take account of any net
Tax  cost  incurred  by the  indemnified  party  arising  from  the  receipt  of
indemnification  payments hereunder. Any indemnification payment hereunder shall
initially  be made  without  regard to this  paragraph  and shall be  reduced to
reflect any net Tax benefit or  increased to reflect any net Tax cost only after
the indemnified  party has actually  realized such benefit or cost. For purposes
of this  Agreement,  an  indemnified  party  shall be deemed  to have  "actually
realized" a net Tax benefit or net Tax cost to the extent that, and at such time
as, the amount of Taxes payable by such  indemnified  party is (x) reduced below
the amount of Taxes that such indemnified  party would have been required to pay
but for the  deductibility  of such Tax or Loss,  and (y)  increased  above  the
amount of Taxes that such indemnified  party would have been required to pay but
for the receipt of such  indemnification  payments.  The amount of any reduction
hereunder  shall be  adjusted to reflect any final  determination  (which  shall
include the  execution  of Form 870-AD or  successor  form) with  respect to the
indemnified  party's  liability  for Taxes.  Any indemnity  payments  under this
Agreement


                                       29
<PAGE>

shall be treated as an adjustment to the Purchase Price for Tax purposes, unless
a final  determination  with  respect  to the  indemnified  party  or any of its
affiliates  causes any such  payment not to be treated as an  adjustment  to the
Purchase Price.

               (c) No claim  for  indemnification  for  Losses  shall be made or
available after the first  anniversary of the Closing Date (except to the extent
of any claims made on or before such first anniversary).

               (d) Indemnification pursuant to this Section 10 shall be the sole
and  exclusive  remedy  of  each  party  hereto  with  respect  to  any  Losses,
notwithstanding  that  indemnification may not be available and shall be in lieu
of any and all other  rights  and  remedies  after  the  Closing  Date  (whether
asserted as claims for breach of  contract,  tort  claims,  actions in equity or
otherwise.

               (e) The maximum  aggregate  liability of all Sellers  (including,
without  limitation,  all liability for  indemnification  under this Article 10)
shall not exceed the amount held in the  Indemnification  Escrow,  and Purchaser
shall not (and shall have no right to) proceed  against  any Seller,  other than
the right to proceed against the Indemnification  Escrow to the extent of Losses
incurred  by  Purchaser  for which  Purchaser  is  entitled  to  indemnification
hereunder.

               (f) The terms and conditions of Section 10.3(a) through (e) shall
not be deemed to limit any rights or remedies  Purchaser may have for any act or
acts of fraud by Sellers or any Seller.

         10.4. NOTICE OF CLAIM /DEFENSE OF ACTION.

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


                                       30

<PAGE>



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

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

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

                       (iii) The  indemnifying  part(ies)  shall be  authorized,
without consent of the indemnified party being required, to settle or compromise
any such action or claim,  provided that such settlement or compromise  includes
an unconditional release of the indemnified party from all liability arising out
of such action or claim.

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

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

         10.5     TAX CONTESTS.

                  (a) If any  party  receives  written  notice  from any  Taxing
Authority  of any Tax  Proceeding  with  respect  to any Tax for which the other
party is obligated to provide  indemnification under this Agreement,  such party
shall give prompt written notice thereof to the other party; provided,  however,
that the  failure  to give such  notice  shall not  affect  the  indemnification
provided hereunder except to the extent that the failure to give such


                                       31

<PAGE>



notice materially prejudices the indemnifying party.

                  (b) Sellers,  acting through  Sellers'  Agent,  shall have the
right,  at their own expense,  to control and make all decisions with respect to
any Tax Proceeding relating solely to Taxes of the Company for which Sellers are
liable to indemnify Purchaser;  provided,  that Purchaser and counsel of its own
choosing shall have the right, at Purchaser's own expense,  to participate fully
in all  aspects  of the  prosecution  or  defense  of such Tax  Proceeding;  and
provided  further that Sellers shall not settle any such Tax Proceeding  without
the prior written consent of Purchaser if such settlement could adversely affect
the past, present or future Tax liability of Purchaser or any of its Affiliates,
or any Tax  liability  of the  Company  for  which  Seller is not  obligated  to
indemnify Purchaser.

                  (c) If Sellers do not exercise  their right to assume  control
of or  participate  in any Tax  Proceeding as provided  under this Section 10.5,
Purchaser may, without waiving any rights to indemnification  hereunder,  defend
or settle  the same in such  manner as it may deem  appropriate  in its sole and
absolute discretion.

                  (d) In the event that the  provisions of this Section 10.5 and
the  provisions of Section 10.4  conflict or otherwise  each apply by the terms,
this Section 10.5 shall exclusively govern all matters concerning Taxes.


                                   SECTION 11

           CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARTIES TO CLOSE

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

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


                                       32

<PAGE>

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

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

               (d) All consents  and/or  agreements  identified on Schedule 5.2p
shall have been received.

               (e) The Final Order  approving the  applications  for transfer of
control of the FCC Licenses and the approval of the  Company's  application  for
renewal  of the  FCC  Licenses  shall  have  been  obtained.  All  the  material
conditions  contained in the Final Order required to be satisfied on or prior to
the Closing Date shall have been duly satisfied and  performed.  Notwithstanding
the  foregoing,  if the consent of the FCC is  conditional  or  qualified in any
manner  that  has  a  material  adverse  effect  on  Purchaser,  Purchaser  may,
nevertheless,   in  its  sole  discretion,   require  the  consummation  of  the
transactions contemplated by this Agreement, but shall not be required to do so;
provided,  however,  that if the consent of the FCC  includes a condition to the
effect that  Closing  cannot  occur until  after  grant of the  application  for
renewal  of the FCC  Licenses,  such  condition  will  not be  deemed  to have a
material adverse effect on Purchaser.

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

               (g) The  Company  shall have  delivered  to  Purchaser  a written
statement by a duly  authorized  officer of Richfield  Bank & Trust Co. that the
Existing Debt of the Company does not exceed $2,500,000.00 on the Closing Date.

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


                                       33


<PAGE>


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

               (j)  Sellers  shall  have taken the  actions  and  delivered  the
payments, statements and opinions required by Section 8.5.

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

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

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

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

               (d)  The  issuance  by the  FCC of a Final  Order  approving  the
applications  for transfer of control of the FCC Licenses  contemplated  by this
Agreement  shall  have  occurred.  There  shall  have  been duly  satisfied  and
performed on or prior to the Closing Date all the material conditions  contained
in  the  Final  Order  required  to be so  satisfied;  provided,  however,  that
Purchaser, in its sole discretion, may waive the necessity of a "Final Grant" by
the FCC and close following an "Initial Grant".

               (e) Purchaser  shall have delivered to Sellers at the Closing the
Purchase Price and each document required by Section 12.2 hereof.


                                       34

<PAGE>

                                   SECTION 12

                            DELIVERIES AT THE CLOSING
                            -------------------------

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

                (a) Sellers' Bring-Down Certificate;

                (b) the  legal  opinions  of  Faegre & Benson  LLP,  counsel  to
Sellers, and Wiley Rein & Fielding, FCC counsel to the Company, substantially in
the form attached as Exhibit C hereto;

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

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

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

                (f) receipt for Purchase Price;

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

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

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

                (j) the  Indemnification  Escrow  Agreement,  duly  executed  by
Sellers or Sellers' Agent;

                (k) the statement required by Section 8.5(b)(iii);


                                       35

<PAGE>


                (l) the  opinion  of  counsel or  certified  public  accountants
required by Section 8.5(b)(iv); and

                (m) such other documents as Purchaser shall reasonably request.

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

                (a) Purchaser's Bring-Down Certificate;

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

                (c) the  Purchase  Price as  required  pursuant  to Section  3.1
hereof;

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

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

                (f)  such  other  documents   Sellers'  Agent  shall  reasonably
request.


                                   SECTION 13

                                    EXPENSES
                                    --------

         Except as provided in Sections  9.4,  9.5 and 9.9,  each party will pay
its own fees, expenses, and disbursements and those of its counsel in connection
with the subject  matter of this  Agreement  (including  the  negotiations  with
respect  hereto and the  preparation  of any  documents) and all other costs and
expenses  incurred by it in the  performance  and compliance with all conditions
and  obligations  to be  performed  by  it  pursuant  to  this  Agreement  or as
contemplated  hereby. The parties acknowledge and agree that (a) the Company has
incurred  expenses in connection  with  considering,  evaluating,  preparing and
negotiating this Agreement and related  documents and  transactions  (including,
without  limitation,  fees and expenses of accountants,  legal counsel and other
professional  advisors),  (b) the  Company  will  continue to incur and pay such
reasonable   expenses  in  connection


                                       36

<PAGE>

with  completing  this  Agreement and  transactions  and documents  contemplated
hereby,  and (c) the  Company's  doing so does not violate  any  representation,
warranty or other obligation of the Company hereunder.


                                   SECTION 14

                                   TERMINATION
                                   -----------

         14.1 TERMINATION. This Agreement may be terminated:

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

              (b) by either  Purchaser or Sellers,  if the terminating  party is
not in default  or breach in any  material  respect of its or their  obligations
under this Agreement,  if the Closing hereunder has not taken place on or before
twelve (12) calendar months from the date hereof,  except where Closing has been
postponed  pursuant to the provisions of 9.10, in which case the applicable date
shall be upon the  expiration  of the ninety (90) period  referred to in Section
9.10;

              (c) by  Sellers,  if  Sellers  are not in default or breach in any
material  respect  of  its  obligations  under  this  Agreement,  if  all of the
conditions  in  Section  11.2  have not been  satisfied  or  waived  by the date
scheduled  for the  Closing (as such date may be  postponed  pursuant to Section
9.10);

              (d) by Purchaser,  if Purchaser is not in default or breach in any
material  respect  of  its  obligations  under  this  Agreement,  if  all of the
conditions  in  Section  11.1  have not been  satisfied  or  waived  by the date
scheduled  for the  Closing (as such date may be  postponed  pursuant to Section
9.10);

              (e) by Purchaser or Sellers, pursuant to Section 9.10.

         14.2 PROCEDURE AND EFFECT OF TERMINATION.

              (a) In the event of  termination  of this  Agreement  by either or
both Purchaser and/or Sellers  pursuant to Sections 9.10 or 14.1 hereof,  prompt
written  notice  thereof  shall  forthwith  be given to the other party and this
Agreement  shall  terminate and the  transactions  contemplated  hereby shall be
abandoned  without further action by any of the parties  hereto,  but subject to
and without  limiting  any other rights of the parties  specified  herein in the
event a party is in default or breach in any material respect of its


                                       37

<PAGE>

obligations  under this  Agreement.  If this Agreement is terminated as provided
herein,  all  filings,  applications  and  other  submissions  relating  to  the
transactions  contemplated hereby as to which termination has occurred shall, to
the extent  practicable,  be withdrawn  from the agency or other Person to which
such filing is made.

              (b) If this Agreement is terminated  pursuant to Sections 14.1(b),
14.1(d),  or 14.1(e),  the payment made by Purchaser  pursuant to Section 3.1(1)
shall be returned to Purchaser.  In recognition  of the unique  character of the
property to be sold  hereunder,  and the damages which  Purchaser will suffer in
the event of a  termination  of this  Agreement  caused by a breach by  Sellers,
Purchaser shall have the right to pursue all remedies available hereunder at law
or in  equity,  including,  without  limitation,  the  right  to  seek  specific
performance  and/or  monetary  damages.  Sellers  hereby  waive any defense that
Purchaser  has an adequate  remedy at law for such breach of this  Agreement  by
Sellers.

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

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

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


                                   SECTION 15

                                     NOTICES
                                     -------

         All  notices,  requests,   consents,   payments,   demands,  and  other
communications required or contemplated under this Agreement shall be in writing
and (a)  personally  delivered  or sent  via  telecopy  (receipt  confirmed  and
followed  promptly by delivery of the


                                       38

<PAGE>

original),  or (b) sent by Federal Express or other reputable overnight delivery
service (for next Business Day delivery), shipping prepaid, as follows:

                  If to Purchaser to:

                  Mr. David Smith
                  President
                  Sinclair Communications, Inc.
                  2000 West 41st Street
                  Baltimore, MD 21211-1420
                  Telephone:        (410) 467-5005
                  Fax:              (410) 467-5043

                  With a copy to:

                  Sinclair Communications, Inc.
                  2000 W. 41st Street
                  Baltimore, MD 21211-1420
                  Attention:  General Counsel
                  Telephone: (410) 662-6422
                  Fax:     410-662-4707

                  If to Sellers to:

                  Ms. Linda Rios Brook
                  Sellers' Agent
                  Lakeland Group Television, Inc.
                  1640 Como Avenue
                  Saint Paul, Minnesota 55108
                  Telephone:        (612) 646-2300
                  Fax:     (612) 646-4296

                                       39

<PAGE>



                  with a copy to:

                  Faegre & Benson LLP
                  2200 Norwest Center
                  90 South Seventh Street
                  Minneapolis, MN 55402-3901
                  Attn:  William R. Busch, Jr.
                  Telephone:  (612) 336-3178
                  Fax:  (612) 336-3026

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

                                   SECTION 16

                                 SELLERS' AGENT
                                 --------------

         16.1.  SELLERS' AGENT. Each of the Sellers hereby irrevocably  appoints
Linda Rios Brook (herein called the "Sellers' Agent"), or any successor Sellers'
Agent  appointed in  accordance  with this Section 16.1 as his, her or its agent
and  attorney-in-fact  to take any action  required or  permitted to be taken by
such Seller under the terms of this Agreement,  including,  without limiting the
generality  of  the  foregoing,   the  payment  of  expenses   relating  to  the
transactions  contemplated by the Agreement,  and the right to waive,  modify or
amend  any of the  terms  of  this  Agreement  in any  respect,  whether  or not
material,  and agrees to be bound by any and all actions  taken by the  Sellers'
Agent on his or its behalf.  In the event of the death or incapacity of Sellers'
Agent,  such person  shall be replaced by Miles J.  Kennedy  (automatically  and
without any action by any Seller) who shall continue in that capacity. If at any
time,  neither of the persons  named above is serving as  Sellers'  Agent,  then
Sellers'  Agent  shall be such  person  as may be  named as such in a notice  to
Purchaser,  executed  by Sellers  holding  (or,  if such time is after  Closing,
formerly  holding)  more than 50% of all shares of Stock  listed on Annex 2. The
Sellers agree  jointly and  severally to indemnify  the Sellers'  Agent from and
against and in respect of any and all liabilities,  damages,  claims, costs, and
expenses,  including,  but not limited to attorneys' fees, arising out of or due
to any  action  as the  Sellers'  Agent  and any and all  actions,  proceedings,
demands,  assessments,  or judgments,  costs, and expenses  incidental  thereto,
except to the extent that the same result from bad faith or gross  negligence on
the part of the Sellers' Agent.  Purchaser shall be entitled to rely exclusively
upon any communications given by the Sellers' Agent on behalf of any Seller, and
shall not be liable for any action taken or not taken in reliance  upon any


                                       40

<PAGE>

such  communications  from the Sellers'  Agent.  Purchaser  shall be entitled to
disregard any notices or communications given or made by Sellers unless given or
made through the Sellers' Agent.


                                   SECTION 17

                                  MISCELLANEOUS
                                  -------------

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

         17.2.  SCHEDULES  AND  EXHIBITS.  All  Schedules,  Annexes and Exhibits
attached to this  Agreement  constitute an integral part of this Agreement as if
fully rewritten herein.

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

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

         17.5. GOVERNING LAW. This Agreement is to be delivered in and should be
construed in  accordance  with and governed by the laws of the State of Maryland
without giving effect to conflict of laws principles.

         17.6. MODIFICATION. This Agreement cannot be modified or amended except
in writing signed by each of the Purchaser and Sellers' Agent.


                                       41
<PAGE>

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

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

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

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

                                       42

<PAGE>


         17.11.  SPECIFIC  PERFORMANCE.  Sellers acknowledge that Purchaser will
have no adequate  remedy at law if Sellers fail to perform  their  obligation to
consummate the sale of Stock contemplated  under this Agreement.  In such event,
Purchaser  shall have the right,  in addition to any other rights or remedies it
may have, to specific performance of this Agreement.

         17.12  BULK  TRANSFERS.  Purchaser  hereby  waives  compliance  for the
provisions   of  any   applicable   bulk   transfer  laws  subject  to  Sellers'
indemnification as a result of such failure to comply.

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

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





                           [SIGNATURE PAGE TO FOLLOW -
                         PAGE LEFT INTENTIONALLY BLANK]




                                       43
<PAGE>



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

PURCHASER:                                           SELLERS:

SINCLAIR COMMUNICATIONS,
 INC.


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





                                       44
<PAGE>



                                     ANNEX 1

                                   DEFINITIONS

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

         1. "Accounts Receivable" has the meaning given in Section 5.2t.

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

         3.  "Agreement"  has the  meaning  set  forth  in the  preamble  to the
attached Stock Purchase Agreement.

         4. "Benefit  Arrangement"  shall mean any legally  enforceable  benefit
arrangement,  obligation,  custom,  or practice to provide  benefits (other than
regular cash compensation for services rendered) to present or former directors,
employees, or independent contractors,  other than any obligation,  arrangement,
custom  or  practice  that is a  Benefit  Plan,  including  without  limitation,
employment    agreements,    severance   agreements,    executive   compensation
arrangements,  including  but not  limited to stock  options,  restricted  stock
rights and performance unit awards,  incentive  programs or  arrangements,  sick
leave,  vacation pay,  severance pay policies,  plant closing  benefits,  salary
continuation  for  disability,   workers'  compensation,   retirement,  deferred
compensation,  bonus, stock purchase,  hospitalization,  medical insurance, life
insurance,  tuition reimbursement or scholarship  programs,  employee discounts,
employee loans, employee banking privileges, any plans subject to Section 125 of
the Code, 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 or directors.

         5.  "Benefit  Plan"  shall have the  meaning  given in Section  3(3) of
ERISA.

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

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

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


                                       45
<PAGE>

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

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

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

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

         13. "Company Benefit  Arrangement"  shall mean any Benefit  Arrangement
sponsored or  maintained by the Company or with respect to which the Company has
any liability (whether actual, contingent,  with respect to any of its assets or
otherwise)  as of the Closing  Date, in each case with respect to any present or
former directors or employees of the Company.

         14.  "Company's  Knowledge"  means the actual  knowledge  (without  any
requirement  of  inquiry)  of any  Seller  who is not an  officer,  employee  or
director  of the  Company or the actual  knowledge,  after due  inquiry,  of any
Person who is an officer or director  (including any benefit  manager whether or
not an  officer)  of the  Company  on the  date of the  Agreement  or any  other
individuals responsible for the day-to-day operations of the Stations.

         15. "Company Plan" shall mean, as of the Closing Date, any Benefit Plan
for which the Company is the "plan  sponsor" (as defined in Section  3(16)(B) of
ERISA) or any Benefit Plan  maintained by the Company or to which the Company is
obligated to make  payments,  in each case with respect to any present or former
employees of the Company.

         16.  "Compensatory  Share" has the  meaning set forth in Section 8.5 of
the Agreement.

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

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


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<PAGE>

         19. "Enforceability Limits" has the meaning set forth in Section 5.1.

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

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

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

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

         24.  "ERISA  Affiliate"  shall mean any Person that  together  with the
Company would be or was at any time treated as a single  employer  under Section
414 of the Code or Section  4001 of ERISA and any general  partnership  of which
the Company is or has been a general partner.

         25.  "Existing Debt" means the principal  amount of all indebtedness of
the Company for borrowed  money or the deferred  purchase price of any property,
plus  the  amount  required  to be  recorded  as a  liability  on the  financial
statements  of the Company in  accordance  with GAAP with respect to any capital
lease.

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

         27. "FCC  Application" has the meaning set forth in Section 5.2p of the
Agreement.

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

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


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<PAGE>



         30.  "Final Order" means 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 or 405 of the Communications Act, or otherwise.

         31. "Financial  Statements" means the consolidated balance sheet of the
Company as of July 31, 1997 and the consolidated  income statement and statement
of changes in financial condition for the calendar year 1996.

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

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

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

         35.  "Initial  Grant"  means  the  date of the  publication  of the FCC
"Public Notice"  announcing the grant of the "Assignment  Applications"  for the
FCC License to be transferred  hereunder which contain no conditions  materially
adverse to Purchaser.  The term "Public  Notice" and  "Assignment  Applications"
have the same meaning herein as are generally  given the same under existing FCC
rules, regulation and procedures.

         36.   "Intellectual   Property"   means   the   trademarks,   trademark
registrations   and   applications   therefor,   service  marks,   service  mark
registrations   and   applications   therefor,   copyright   registrations   and
applications therefor and trade names that are (i) owned by the Company and (ii)
material to the continued operation of the Business.

         37. "IRS" means the Internal Revenue Service.

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

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


                                       48
<PAGE>

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

         41.  "Material  Adverse Effect" shall mean a material adverse effect on
the business,  business prospects or financial condition of the Company taken as
a whole.

         42. "Material  Contract" means all agreements to which the Company is a
party or by or to which it or its assets or properties  are bound,  except:  (i)
agreements  for the cash sale of  advertising  time with a term of less than six
months,  (ii)  agreements  cancelable  on no more than 90 days'  notice  without
material  penalty,  or (iii)  agreements  which are otherwise  immaterial to the
Business and the Station.

         43.  "Permitted  Exceptions" means matters that (i) do not render title
to the  Real  Property  unmarketable  or  (ii)  do not  prohibit  the  continued
existence  and/or  continued  use (as  presently  used)  or  maintenance  of the
buildings,  structures or improvements  presently  located on the Real Property.
Notwithstanding  the  foregoing,  any  matter  shown on  Schedule  5.2d shall be
considered a Permitted Exception.

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

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

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

         47. "Purchaser's  Bring-Down  Certificate" has the meaning set forth in
Section 11. 2 (a) of the Agreement.

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

         49. "Qualified Plan" shall mean any Company Plan that meets or purports
to meet the requirements of Section 401(a) of the Code.

         50. "Real Property" means any real property leased by the Company.

         51.  "Sellers"  has  the  meaning  set  forth  in the  preamble  to the
Agreement.


                                       49

<PAGE>

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

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

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

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

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

         57. "Tax Liability" means any liability for a Tax.

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

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

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

         61.  "Unexercised  Option"  has the meaning set forth in Section 8.5 of
the Agreement.


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