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Sample Business Contracts

Asset Purchase Agreement - Heritage Broadcasting Group Inc. and Sinclair Broadcast Group inc.

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                            ASSET PURCHASE AGREEMENT
                                 BY AND BETWEEN

                        HERITAGE BROADCASTING GROUP, INC.

                                    as Seller
                                       AND
                         SINCLAIR BROADCAST GROUP, INC.
                                    as Buyer





                            Dated as of July 16, 1997


<PAGE>
                                TABLE OF CONTENTS
                                                                          Page
ARTICLE 1. DEFINITIONS AND REFERENCES......................................2

ARTICLE 2. SALE AND PURCHASE OF ASSETS.....................................2

      2.1. Asset Sale and Purchase of Assets...............................2

               2.1.1.  FCC Licenses........................................2
               2.1.2.  Real and Leased Property Interests..................3
               2.1.3.  Tangible Personal Property..........................3
               2.1.4.  Intellectual Property...............................3
               2.1.5.  Program Contracts...................................3
               2.1.6.  Trade-out Agreements................................4
               2.1.7.  Broadcast Time Sales Agreement......................4
               2.1.8.  Operating Contracts.................................4
               2.1.9.  Vehicles............................................4
               2.1.10. Files and Records...................................4
               2.1.11. Auxiliary Facilities................................5
               2.1.12. Permits and Licenses................................5
               2.1.13. Goodwill............................................5

      2.2. Excluded Assets.................................................5

               2.2.1.  Cash................................................5
               2.2.2.  Accounts Receivable.................................5
               2.2.3.  Personal Property Disposed Of.......................5
               2.2.4.  Insurance...........................................6
               2.2.5.  Employee Plans and Assets...........................6
               2.2.6.  Right to Tax Refunds................................6
               2.2.7.  Certain Books and Records...........................6
               2.2.8.  Third-Party Claims..................................6
               2.2.9.  Rights Under this Agreement.........................6
               2.2.10. Names...............................................6
               2.2.11. Deposit and Prepaid Expenses........................7
               2.2.12. Miscellaneous Excluded Assets.......................7

      2.3. Escrow Deposit..................................................7
      2.4. Purchase Price..................................................7
      2.5. Payment of Purchase Price at Closing............................7
      2.6. Preliminary Payment.............................................8
      2.7. Proration Amount...............................................10
      2.8. Allocation of Base Purchase Price and Deposit..................13
      2.9. Assumption of Liabilities......................................13
      2.10. News Corp. Guaranty...........................................14

ARTICLE 3. REPRESENTATIONS AND WARRANTIES BY SELLER.......................14

      3.1. Organization and Standing......................................14
      3.2. Authorization..................................................15
      3.3. Compliance with Laws...........................................15
      3.4. Consents and Approvals; No Conflicts...........................15



<PAGE>
      3.5.  Financial Statements; Undisclosed Liabilities.................16
      3.6.  Absence of Certain Changes or Events..........................16
      3.7.  Absence of Litigation.........................................17
      3.8.  Assets........................................................17
      3.9.  FCC Matters...................................................17
      3.10. Real Property.................................................18
      3.11. Intellectual Property.........................................19
      3.12. Station Contracts.............................................19
      3.13. Taxes.........................................................19
      3.14. Employee Benefit Plans........................................20
      3.15. Labor Relations...............................................22
      3.16. Environmental Matters.........................................22
      3.17. Insurance.....................................................23
      3.18. Reports.......................................................23

ARTICLE 4. REPRESENTATIONS AND WARRANTIES BY BUYER........................24

      4.1.  Organization and Standing.....................................24
      4.2.  Authorization.................................................24
      4.3.  Consents and Approvals; No Conflicts..........................24
      4.4.  Availability of Funds.........................................25
      4.5.  Qualification of Buyer........................................25
      4.6.  WARN Act......................................................26
      4.7.  No Outside Reliance...........................................26
      4.8.  Interpretation of Certain Provisions..........................26

ARTICLE 5. PRE-CLOSING FILINGS............................................26

      5.1.  Applications for FCC Consent..................................26
      5.2.  Hart-Scott-Rodino.............................................27
      5.3.  Non-Required Actions..........................................27

ARTICLE 6. COVENANTS AND AGREEMENTS OF SELLER.............................27

      6.1.  Negative Covenants............................................27

               6.1.1.  Dispositions; Mergers..............................28
               6.1.2.  Accounting Principles and Practices................28
               6.1.3.  Trade-out Agreements...............................28
               6.1.4.  Broadcast Time Sales Agreements....................28
               6.1.5.  TBAs...............................................28
               6.1.6.  Additional Agreements..............................28
               6.1.7.  Breaches...........................................28
               6.1.8.  Employee Matters...................................29
               6.1.9.  Actions Affecting FCC Licenses.....................29
               6.1.10. Programming........................................29
               6.1.11. Encumbrances.......................................29
               6.1.12. Transactions With Affiliates.......................29


<PAGE>

      6.2.  Affirmative Covenants.........................................29

               6.2.1. Preserve Existence..................................29
               6.2.2. Normal Operations...................................30
               6.2.3. Maintain FCC Licenses...............................30
               6.2.4. Station Contracts...................................30
               6.2.5. Taxes...............................................30
               6.2.6. Access..............................................30
               6.2.7. Insurance...........................................31
               6.2.8. Financial Statements................................31
               6.2.9. Consents............................................32
               6.2.10. Corporate Action...................................33
               6.2.11. Environmental Audit................................33

      6.3. Confidentiality................................................33
      6.4. Trustee Acknowledgment.........................................33

ARTICLE 7. COVENANS AND AGREEMENTS OF BUYER...............................34

      7.1. Confidentiality................................................34
      7.2. Corporate Action...............................................34
      7.3. Access.........................................................34
      7.4. Collection of Receivables......................................35

ARTICLE 8. MUTUAL COVENANTS AND UNDERSTANDINGS  OF SELLER AND BUYER.......36

      8.1. Possession and Control.........................................36
      8.2. Risk of Loss...................................................36
      8.3. Public Announcements...........................................37
      8.4. Employee Matters...............................................37
      8.5. Disclosure Schedules...........................................40
      8.6. Bulk Sales Laws................................................40
      8.7. Tax Matters....................................................40
      8.8. Preservation of Books and Records..............................40

ARTICLE 9. CONDITIONS PRECEDENT TO  BUYER'S OBLIGATION TO CLOSE...........40

      9.1. Representations and Covenants..................................41
      9.2. Delivery of Documents..........................................41
      9.3. FCC Order......................................................41
      9.4. Hart-Scott-Rodino..............................................41
      9.5. Legal Proceedings..............................................41

ARTICLE 10. CONDITIONS PRECEDENT TO  SELLER'S OBLIGATION TO CLOSE.........42

      10.1. Consummation of the Merger....................................42
      10.2. Representations and Covenants.................................42
      10.3. Delivery by Buyer.............................................42
      10.4. FCC Order.....................................................42
      10.5. Hart-Scott-Rodino.............................................42
      10.6. Legal Proceedings.............................................43


<PAGE>



ARTICLE 11. CLOSING.......................................................43

      11.1.  Closings.....................................................43
      11.2.  Delivery by Seller...........................................43

               11.2.1. Agreements and Instruments.........................43
               11.2.2. Consents...........................................44
               11.2.3. Certified Resolutions..............................44
               11.2.4. Officers' Certificates.............................44
               11.2.5. Good Standing Certificates.........................44
               11.2.6. Opinion of Counsel.................................44

      11.3.  Delivery by Buyer............................................44

               11.3.1. Purchase Price Payment.............................44
               11.3.2. Agreements and Instruments.........................45
               11.3.3. Certified Resolutions..............................45
               11.3.4. Officers' Certificate..............................45
               11.3.5. Opinion of Counsel.................................45

ARTICLE 12. SURVIVAL; INDEMNIFICATION.....................................45

      12.1.  Survival of Representations..................................45
      12.2.  Indemnification by Seller....................................46
      12.3.  Indemnification by Buyer.....................................47
      12.4.  Limitations on Indemnification...............................47
      12.5.  Conditions of Indemnification................................48
      12.6.  Cure of Breach...............................................49

ARTICLE 13. TERMINATION...................................................50

      13.1. Termination by the Parties....................................50
      13.2. Automatic Termination.........................................50
      13.3. Effect of Termination.........................................50

ARTICLE 14. REMEDIES......................................................51

      14.1. Default by Buyer..............................................51
      14.2. Default by Seller.............................................52
      14.3. Liquidated Damages............................................52

ARTICLE 15. GENERAL PROVISIONS............................................52

      15.1. Additional Actions, Documents and Information.................52
      15.2. Brokers.......................................................53
      15.3. Expenses and Taxes............................................53
      15.4. Notices.......................................................53
      15.5. Waiver........................................................55
      15.6. Benefit and Assignment........................................55
      15.7. Entire Agreement; Amendment...................................56
      15.8. Severability..................................................57
      15.9. Headings......................................................57
      15.10. Governing Law................................................57
      15.11. Signature in Counterparts....................................57



<PAGE>
                                    SCHEDULES

Schedule 2.1.1                        FCC Licenses
Schedule 2.1.2                        Real Property Interests
Schedule 2.1.3                        Tangible Personal Property
Schedule 2.1.5                        Program Contracts
Schedule 2.1.6                        Trade-out Agreements
Schedule 2.1.8                        Operating Contracts
Schedule 2.1.9                        Vehicles
Schedule 2.2.12                       Excluded Assets
Schedule 3.4                          Consents
Schedule 3.6                          Absence of Certain Changes or Events
Schedule 3.7                          Litigation
Schedule 3.8                          Encumbrances on Assets
Schedule 3.9                          FCC Matters
Schedule 3.14                         Employee Benefit Plans
Schedule 3.15                         Employee Matters
Schedule 3.16                         Environmental Matters
Schedule 3.17                         Insurance
Schedule 4.5.1                        Buyer Stations




<PAGE>


                                    EXHIBITS



           EXHIBIT A     Form of Deposit Escrow Agreement

           EXHIBIT B     Form of Bill of Sale and Assignment of Assets

           EXHIBIT C     Form of Assignment of FCC Licenses

           EXHIBIT D     Form of Assignment of Contracts and Leases

           EXHIBIT E     Form of Assumption Agreement

           EXHIBIT F     Form of Retention Agreement

           EXHIBIT G     Form of Opinion of Hogan & Hartson L.L.P.



<PAGE>

                            ASSET PURCHASE AGREEMENT



                    THIS ASSET PURCHASE  AGREEMENT (this "Agreement") is entered
into as of this 16th day of July,  1997,  by and between  HERITAGE  BROADCASTING
GROUP,  INC., a Delaware  corporation  ("Seller") and SINCLAIR  BROADCAST GROUP,
INC., a Maryland corporation ("Buyer").

                    WHEREAS, Heritage Media Corporation,  a Delaware corporation
("HMC"),  The News Corporation  Limited,  a South Australia  corporation  ("News
Corp."),  and HMC Acquisition  Corp., a Delaware  corporation  and  wholly-owned
subsidiary of News Corp.  ("Merger Sub"), are parties to that certain  Agreement
and Plan of Merger dated as of March 17, 1997 (the "Merger Agreement"), pursuant
to which,  among other things,  HMC will be merged with and into Merger Sub (the
"Merger"), with Merger Sub surviving as a wholly-owned subsidiary of News Corp.;

                    WHEREAS,  in connection with the Merger,  HMC and News Corp.
have agreed that certain radio stations owned, controlled or operated by certain
subsidiaries of HMC will be divested;

                    WHEREAS,   News  Corp.,   HMC  and  William  G.  Evans  (the
"Trustee")  have entered into a Transfer  Agreement (the  "Transfer  Agreement")
dated  as of May 2,  1997,  pursuant  to which  Heritage  Media  Services,  Inc.
("Heritage Media"), a wholly-owned  subsidiary of HMC, has agreed to transfer to
the Trustee all of the stock of HMI  Broadcasting  Corporation,  a  wholly-owned
subsidiary  of Heritage  Media and the direct or indirect  sole  stockholder  of
Seller,  pursuant  to and in  accordance  with the terms and  conditions  of the
Transfer  Agreement  and a Trust  Agreement by and among the Trustee,  HMC, News
Corp.  and  Heritage  Media,  to be entered into as of the closing of the Merger
(the "Trust Agreement");

                    WHEREAS,  Seller is a  wholly-owned  indirect  subsidiary of
HMC;

                    WHEREAS,  Seller is the licensee of radio broadcast stations
WRNO(FM), New Orleans, Louisiana, WEZB(FM), New Orleans, Louisiana and WBYU(AM),
New  Orleans,  Louisiana  (individually,   a  "Station"  and  collectively,  the
"Stations")  pursuant to certain  authorizations  issued by the FCC,  and Seller
operates the Stations and owns or leases certain assets used in connection  with
the operation of the Stations;

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

<PAGE>




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



                                   ARTICLE 1.
                           DEFINITIONS AND REFERENCES

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


                                   ARTICLE 2.
                           SALE AND PURCHASE OF ASSETS


         2.1.       Asset Sale and Purchase of Assets.

                    Subject to the terms and  conditions  hereof and in reliance
upon the  representations,  warranties and agreements contained herein, upon the
Closing  with respect to the  Stations,  Seller  shall sell,  assign,  transfer,
convey  and  deliver  to Buyer  free and clear of any  Encumbrances  other  than
Permitted  Encumbrances,  and Buyer shall purchase,  acquire, pay for and accept
from  Seller,  all of Seller's  right,  title and  interest in, to and under all
real, personal and mixed assets, rights, benefits and privileges,  both tangible
and intangible,  owned,  leased, used or useful by Seller in connection with the
business  and  operations  of the Stations  (collectively,  the  "Assets");  but
excluding the Excluded Assets described in Section 2.2.

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

                    2.1.1.      FCC Licenses.

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

<PAGE>




                    2.1.2.      Real and Leased Property Interests.


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

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

                    2.1.3.      Tangible Personal Property.

                                All of  the  furniture,  fixtures,  furnishings,
machinery,  computers,  equipment,  inventory,  spare  parts,  supplies,  office
materials  and other  tangible  property  of every kind and  description  owned,
leased or used by Seller in connection  with the business and  operations of the
Stations,  together with any  replacements  thereof and  additions  thereto made
before the Closing, and less any retirements or dispositions thereof made before
the Closing in the Ordinary Course of Business,  including,  without limitation,
those items which have a book value in excess of Five Thousand Dollars ($5,000),
all of which are set forth and identified in Schedule 2.1.3.

                    2.1.4.      Intellectual Property.

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

                    2.1.5.      Program Contracts.

                                The program  licenses and contracts  under which
Seller is authorized  to broadcast  programs on the Stations  (collectively  the
"Program Contracts")  including,  without limitation,  (a) all program (cash and
non-cash)

<PAGE>




licenses and contracts  listed on Schedule 2.1.5, and (b) any other such program
contracts  that are  entered  into  between the date of this  Agreement  and the
Closing Date in accordance with the terms of this Agreement.


                    2.1.6.      Trade-out Agreements.

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

                    2.1.7. Broadcast Time Sales Agreement.

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

                    2.1.8. Operating Contracts.

                                All other  operating  contracts  and  agreements
relating to the  business or  operations  of the  Stations,  all  material  such
contracts  as of the date  hereof  being  listed on Schedule  2.1.8  (including,
without limitation, any TBA, all employment agreements and talent contracts, all
leases and subleases relating to the Leased Property, all agreements relating to
any  motor  vehicles,   all  collective  bargaining   agreements,   all  network
affiliation  agreements  and all national and local  advertising  representation
agreements  for the Stations),  together with all contracts and agreements  that
will be entered into between the date of this  Agreement and the Closing Date in
accordance  with  the  terms of this  Agreement  (collectively,  the  "Operating
Contracts" and together with the Program Contracts, Trade-out Agreements and the
Time Sales Agreements, the "Station Contracts").

                    2.1.9.      Vehicles.

                                All  automotive  equipment  and  motor  vehicles
maintained,  owned,  leased or otherwise  used by Seller in connection  with the
business and operations of the Stations,  including,  without limitation,  those
set forth and described in Schedule 2.1.9.

                    2.1.10.     Files and Records.

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

<PAGE>




                    2.1.11.     Auxiliary Facilities.


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

                    2.1.12.     Permits and Licenses.

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

                    2.1.13.     Goodwill.

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


         2.2.       Excluded Assets.

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

                    2.2.1.      Cash.

                                All cash,  cash  equivalents or deposits held by
Seller,  all interest payable in connection with any such cash, cash equivalents
or deposits or short term  investments,  bank balances and rights in and to bank
accounts, marketable and other securities of Seller; provided, however, if Buyer
has made the  Preliminary  Payment,  Buyer shall be entitled to receive the cash
flow from the business and operations of the Stations to the extent provided for
in Section 2.6.

                    2.2.2.      Accounts Receivable.

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

                    2.2.3.      Personal Property Disposed Of.

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

<PAGE>




                    2.2.4.      Insurance.


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

                    2.2.5.      Employee Plans and Assets.

                                All Plans,  Benefit Arrangements (except for any
Station  Contracts,  Proration  Items or other  matters  which are  specifically
assumed by Buyer  pursuant  to the terms  hereof),  Qualified  Plans and Welfare
Plans and the assets thereof.

                    2.2.6.      Right to Tax Refunds.

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

                    2.2.7.      Certain Books and Records.

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

                    2.2.8.      Third-Party Claims.

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

                    2.2.9.      Rights Under this Agreement.

                                All of Seller's rights under or pursuant to this
Agreement  or any  other  rights  in  favor  of  Seller  pursuant  to the  other
agreements contemplated hereby.

                    2.2.10.     Names.

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



<PAGE>




                    2.2.11.     Deposit and Prepaid Expenses.


                                All of Seller's  deposits and prepaid  expenses,
provided,  however,  any deposit and prepaid  expenses  shall be included in the
Assets  conveyed  pursuant  hereto to the extent that  Seller  receives a credit
therefor in the calculation of the Proration Amount pursuant to Section 2.7.

                    2.2.12.     Miscellaneous Excluded Assets.

                    The assets listed and identified on Schedule 2.2.12.


         2.3.       Escrow Deposit.

                    For  and  in  partial  consideration  of the  execution  and
delivery of this  Agreement,  simultaneously  with the execution and delivery of
this Agreement and the Multi-Stations  Agreement,  Buyer is depositing in escrow
with the Deposit  Escrow Agent an amount equal to  SIXTY-THREE  MILLION  DOLLARS
($63,000,000) in cash, for the benefit of the Heritage  Sellers,  such amount to
be held as an earnest money  deposit (the  "Deposit"),  in  accordance  with the
terms and conditions of the Deposit Escrow  Agreement.  Upon the written request
of Buyer,  the parties  hereto  agree to negotiate in good faith an amendment to
the Deposit Escrow  Agreement to provide for the replacement of the cash Deposit
with an original,  irrevocable letter of credit for the benefit of Seller in the
amount of the Deposit, all on terms and conditions satisfactory to Seller in its
sole and absolute discretion.


         2.4.       Purchase Price.

                    For and in  consideration of the conveyances and assignments
described  herein and in addition to the  assumption of Liabilities as set forth
in Section 2.9, Buyer agrees to pay to Seller,  and Seller agrees to accept from
Buyer, an amount equal to TWENTY-SIX MILLION DOLLARS  ($26,000,000),  (the "Base
Purchase  Price"),  plus or  minus  (as the case  may be) the  Proration  Amount
(collectively, the "Purchase Price").


         2.5.       Payment of Purchase Price at Closing.

                    The Purchase Price shall be payable to Seller at the Closing
(except  to the  extent  that the  Purchase  Price  shall  have been paid on the
Preliminary Payment Date pursuant to Section 2.6) as follows:

                  2.5.1.  Buyer and Seller shall cause the Deposit  Escrow Agent
to deliver to Seller the amount of Two  Million  Six  Hundred  Thousand  Dollars
($2,600,000)  of the  Deposit  (the  "Allocable  Deposit")  by wire  transfer of
immediately

<PAGE>




 available  federal  funds to an account  which will be identified by Seller not
less than two (2) days prior to the Closing Date; provided, however, none of the
Allocable  Deposit shall be released by the Deposit  Escrow Agent at the Closing
until the Deposit Release Date.


                  2.5.2.  Buyer shall deliver the balance of the Purchase  Price
by wire transfer of immediately available federal funds to an account which will
be  identified  by Seller not less than two (2) days prior to the Closing  Date;
provided,  however,  until  such time as the  Deposit  Release  Date  shall have
occurred, Buyer shall deliver the entire Purchase Price.


         2.6.     Preliminary Payment.

                  2.6.1. If the Closing for the Stations shall not have occurred
prior to such date which is nine (9) months after the date of this Agreement and
Buyer  shall not have  paid to  Seller  on or prior to such  date the  amount of
Twenty-Six Million Dollars ($26,000,000) (the "Preliminary Payment") pursuant to
Section 2.6.3 below,  then (a) if the Deposit  Release Date shall have occurred,
Seller shall immediately  receive the Allocable  Deposit,  (b) Seller shall sell
the Stations for Seller's  account and benefit on terms and  conditions  to such
buyer or buyers as  determined  by  Seller in its sole and  absolute  discretion
(such a sale is hereinafter  referred to as a "Makewell Sale"), and (c) Seller's
obligations  hereunder  to proceed  with the sale of the Stations to Buyer shall
automatically  terminate without further action by the parties. Seller agrees to
use  commercially  reasonable  efforts to consummate such Makewell Sale on arm's
length terms within four (4) years after the date hereof. If the issuance of the
FCC Orders for the  Stations  is delayed  until after the date which is nine (9)
months  after the date of this  Agreement  solely due to any issue raised by the
FCC or any petitioner  concerning any Subject Party, then Seller's right to sell
the  Stations in a Makewell  Sale  pursuant to Section  2.6.1 and to receive the
Allocable  Deposit  pursuant to this  Section  2.6.1 shall be delayed  until the
issuance of the FCC Orders for the  Stations.  In the event of such a delay,  if
the FCC Application  with respect to the Stations shall  ultimately be denied by
the FCC and such FCC decision shall become final and non-appealable,  then Buyer
shall have the right to  terminate  the  transactions  contemplated  herein with
respect to the Stations  and, if the Deposit  Release Date shall have  occurred,
then Buyer shall  receive the Allocable  Deposit or, if later,  when the Deposit
Release Date occurs.  If the Closing shall not have occurred on or prior to such
date which is nine (9) months after the date of this  Agreement due solely to an
intentional  breach by Seller which caused the  conditions  set forth in Section
9.2 not to be satisfied,  then Seller's right to sell the Stations in a Makewell
Sale pursuant to Section 2.6.1 and to receive the Allocable  Deposit pursuant to
Section 2.6.1 shall be delayed until such breach is cured by Seller.

<PAGE>




                  2.6.2.  At the closing of a Makewell  Sale pursuant to Section
2.6.1 (the  "Makewell  Closing"),  Seller shall  receive all proceeds  from such
Makewell  Sale,  and  Buyer  shall  immediately  pay to  Seller  (the  "Makewell
Payment")  the amount equal to the greater of (a) the  Allocable  Deposit or (b)
sum of (i) the amount,  if any,  by which the  Preliminary  Payment  exceeds the
proceeds  received by Seller  from such  Makewell  Sale (net of all  Disposition
Expenses other than income Taxes in connection  with such Makewell  Sale),  plus
(ii) interest on the Preliminary  Payment (less the Allocable Deposit previously
released to  Sellers)  at the rate of six  percent  (6%) per annum from the date
which is nine (9) months  after the date of this  Agreement  until the date that
Seller receives the Makewell  Payment from Buyer.  Such payment shall be made by
wire transfer of immediately available federal funds to an account identified by
Seller not less than two (2) days prior to the date of the Makewell Closing.  If
Seller has received the Allocable Deposit in accordance with this Section 2.6.2,
upon the payment of the Makewell Payment pursuant to this Section 2.6.2,  Seller
shall return the Allocable  Deposit (but not in excess of the Makewell  Payment)
to Buyer by wire transfer of immediately  available  federal funds to an account
identified by Buyer.


                  2.6.3.  In lieu of a  Makewell  Sale for the  Stations,  Buyer
shall have the right to pay to Seller the Preliminary  Payment in respect of the
Stations at any time on or prior to such date which is nine (9) months after the
date of this  Agreement  (the  date on which  Seller  receives  the  Preliminary
Payment from Buyer  pursuant to this Section  2.6.3 is referred to herein as the
"Preliminary Payment Date"). Payment of the Preliminary Payment shall be made as
follows:

                  (a) Buyer shall cause the Deposit  Escrow  Agent to deliver to
Seller the Allocable  Deposit by wire transfer of immediately  available federal
funds to an  account  which will be  identified  by Seller not less than two (2)
days prior to the Preliminary  Payment Date;  provided,  however,  the Allocable
Deposit  shall not be  released by the  Deposit  Escrow  Agent until the Deposit
Release Date.

                  (b) Buyer shall deliver the balance of the Preliminary Payment
by wire transfer of immediately available federal funds to an account which will
be  identified  by Seller  not less than two (2) days  prior to the  Preliminary
Payment Date;  provided,  however,  until such time as the Deposit  Release Date
shall have occurred, Buyer shall deliver the entire Preliminary Payment.

                  2.6.4 From and after the  payment of the  Preliminary  Payment
and continuing  until the earlier to occur of the Closing Date or the closing of
an Account Sale (the  "Interim  Period"),  the  Stations  shall remain under the
ownership and complete control of Seller,  and Seller shall operate the Stations
for Buyer's account and benefit;  provided,  however, that the proceeds from the
collection  of  Accounts  Receivable  of the  Stations  in  existence  as of the
Preliminary Payment Date shall be for the account of Seller.  During the Interim
Period, all revenues from the

<PAGE>




operation of the Stations  (other than the proceeds  from the  collection of the
Accounts  Receivable of such Stations in existence as of the Preliminary Payment
Date) in excess of the Seller's Cost of Carry (the  "Stations' Cash Flow") shall
be maintained by Seller for the benefit of Buyer. For tax purposes,  the parties
agree that at all times  during the Interim  Period,  Seller shall be treated as
the  owner  of the  Stations,  and all tax  reports  and  returns  will be filed
consistent  therewith;  provided,  however,  that Buyer  shall have the right to
consult with Seller with respect to any tax treatment of the Stations that could
affect Buyer's  ownership thereof after Closing.  Notwithstanding  anything else
herein to the contrary,  if during the Interim Period the Stations' Cash Flow is
insufficient to permit Seller to take any action  necessary to avoid a breach of
this Agreement,  no breach will be deemed to have occurred if Seller gives Buyer
notice and an  opportunity  to provide the funds  necessary to take the required
action.


                  2.6.5. If the Closing for the Stations shall not have occurred
prior to such date which is two (2) years after the date of this  Agreement  and
Seller shall have received the Preliminary  Payment,  then Seller shall have the
right to sell (or at any time  following  Seller's  receipt  of the  Preliminary
Payment,  Buyer shall have the right to cause Seller to sell) the Stations in an
Account Sale. At the closing of an Account Sale pursuant to this Section  2.6.5,
all proceeds therefrom (net of all Disposition  Expenses in connection with such
Account  Sale),  shall be paid directly to Buyer by wire transfer of immediately
available funds to an account identified by Buyer in writing.

                  2.6.6.  Buyer  acknowledges  and agrees that,  notwithstanding
anything to the contrary  contained  in this  Agreement  or  otherwise,  Buyer's
obligation to pay the Makewell  Payment pursuant to Section 2.6.2 and the rights
of Seller to receive such payment,  (a) shall be absolute and  unconditional and
not subject to any right of set-off, deduction or counterclaim and (b) shall not
be  affected  by  any  condition,  fact  or  circumstance,   including,  without
limitation,  the  existence  of any breach of any  representations,  warranties,
covenants or agreements  of Seller.  Payment of the  Preliminary  Payment or the
Makewell Payment shall be final and  non-refundable  and Buyer shall not seek to
recover all or any part of such payment  from Seller for any reason  whatsoever;
provided,  however,  that the foregoing  shall not limit Buyer's  rights to seek
indemnification in accordance with the terms and conditions of this Agreement.


         2.7.       Proration Amount.

                  2.7.1.  Subject to the terms and  conditions of Section 2.7.2,
at least five (5) days prior to the Closing Date for the Stations,  Seller shall
make a good  faith  estimate  of the  adjustments  to the  Base  Purchase  Price
customary in radio  broadcast  station  transactions  for  Proration  Items (the
"Proration Amount") to reflect that all Proration Items of the Stations shall be
apportioned between Buyer

<PAGE>




and Seller in  accordance  with the  principle  that  Seller  shall  receive the
benefit of all  revenues,  refunds,  deposits  (other than  deposits for Program
Contracts  which shall be prorated  based on the percentage of the term that the
program was aired on the  Stations  before the Closing  Date and the  percentage
available to be aired on and after the Closing Date) and prepaid  expenses,  and
shall be responsible for all expenses,  costs and  liabilities  allocable to the
conduct of the  businesses or operations of the Stations for the period prior to
the Closing Date, and Buyer shall receive the benefit of all revenues,  refunds,
deposits and prepaid expenses, and shall be responsible for all expenses,  costs
and liabilities  allocable to the conduct of the businesses or operations of the
Stations from and after the Closing Date; provided, however, that there shall be
no adjustment or proration for any negative or positive net trade balance except
to the extent that the negative  trade  balance  (i.e.,  the amount by which the
value  of  goods or  services  to be  received  is less  than  the  value of any
advertising time remaining to be run) for all of the Stations exceeds $50,000 as
of the Closing Date. Determinations pursuant to this Section 2.7.1 shall be made
in accordance with generally accepted accounting principles consistently applied
for the period prior to the Closing Date.


                  2.7.2.  Notwithstanding  anything to the contrary contained in
Section 2.7.1 and to the extent  consistent  with Section 2.6.5, if Seller shall
have  received  the  Preliminary  Payment,  then the  Proration  Amount  for the
Stations  shall be  determined  under  Section 2.7.1 on the Closing Date (or the
closing date of an Account Sale, if applicable) in accordance with the principle
that Seller shall receive the benefit of all revenues,  refunds, deposits (other
than  deposits  for  Program  Contracts  which  shall be  prorated  based on the
percentage of the term that the film or program was aired on the Stations before
the  Preliminary  Payment Date and the  percentage  available to be aired on and
after  the  Preliminary  Payment  Date)  and  prepaid  expenses,  and  shall  be
responsible for all expenses,  costs and liabilities allocable to the conduct of
the  businesses  or  operations  of the  Stations  for the  period  prior to the
Preliminary  Payment Date,  and Buyer shall receive the benefit of all revenues,
refunds,  deposits  (other than  deposits for Program  Contracts  which shall be
prorated  based on the percentage of the term that the film or program was aired
on the Stations before the Preliminary Payment Date and the percentage available
to be aired on and after the Preliminary Payment Date) and prepaid expenses, and
shall be responsible for all expenses,  costs and  liabilities  allocable to the
conduct of the  businesses or operations of the Stations for the period from and
after the Preliminary Payment Date.

                  2.7.3.  Within ninety (90) days after the Closing Date (or the
closing date of an Account Sale, if  applicable),  Buyer shall deliver to Seller
in writing  and in  reasonable  detail a good faith final  determination  of the
Proration Amount  determined as of the Closing Date under Section 2.7.1 or as of
the  Preliminary  Payment Date under Section 2.7.2 ("Final  Proration  Amount").
Seller shall assist Buyer in making such determination,  and Buyer shall provide
Seller

<PAGE>




with  reasonable  access to the  properties,  books and records  relating to the
Stations for the purpose of determining the Final Proration Amount. Seller shall
have the right to review the computations and workpapers used in connection with
Buyer's  preparation of the Final Proration Amount. If Seller disagrees with the
amount of the Final Proration Amount determined by Buyer, Seller shall so notify
Buyer in writing  within  thirty  (30) days after the date of receipt of Buyer's
Final  Proration  Amount,  specifying  in  detail  any  point  of  disagreement;
provided,  however,  that if Seller fails to notify Buyer in writing of Seller's
disagreement  within such thirty (30) day period,  Buyer's  determination of the
Final  Proration  Amount  shall be final,  conclusive  and binding on Seller and
Buyer.  After the receipt of any notice of disagreement,  Buyer and Seller shall
negotiate  in good  faith to  resolve  any  disagreements  regarding  the  Final
Proration  Amount.  If any such  disagreement  cannot be  resolved by Seller and
Buyer within thirty (30) days after Buyer has received notice from Seller of the
existence  of such  disagreement,  Buyer  and  Seller  shall  jointly  select  a
nationally  recognized   independent  public  accounting  firm  (which  has  not
performed  any  service  for either  Buyer or Seller or any of their  respective
subsidiaries  at anytime  during the two (2) year period  prior to the date such
firm is selected (the "Accounting Firm"), to review Buyer's determination of the
Final  Proration  Amount  and to  resolve  as soon as  possible  all  points  of
disagreement  raised by Seller. All  determinations  made by the Accounting Firm
with  respect  to the Final  Proration  Amount  shall be final,  conclusive  and
binding  on Buyer and  Seller.  The fees and  expenses  of the  Accounting  Firm
incurred in connection with any such  determination  shall be shared one-half by
Buyer and one-half by Seller.


                                If the  Final  Proration  Amount  is  such  that
Buyer's payment of the Proration Amount at Closing (or the closing of an Account
Sale, if applicable) was an  underpayment  to Seller,  then Buyer shall pay such
underpayment  amount to Seller in cash,  within two (2) business days  following
the final  determination of the Final Proration  Amount.  If the Final Proration
Amount is such that Buyer's  payment of the Proration  Amount at Closing (or the
closing of an Account Sale, if applicable)  was an  overpayment to Seller,  then
Seller  shall  pay such  overpayment  amount  to Buyer  in cash  within  two (2)
business days following the final  determination of the Final Proration  Amount.
Any amounts  paid  pursuant to this Section  2.7.3 shall be by wire  transfer of
immediately  available  funds for  credit  to the  recipient  at a bank  account
identified by such recipient in writing.

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

<PAGE>








         2.8.       Allocation of Base Purchase Price and Deposit.

                    2.8.1.  Seller and Buyer agree to allocate the Deposit among
the  Heritage  Stations  as set  forth  in  Section  2.9  of the  Multi-Stations
Agreement.

                    2.8.2. Seller and Buyer each represent,  warrant,  covenant,
and agree with each other that the Base Purchase Price shall be allocated  among
the classes of Assets for each  Station,  as agreed by the parties  within sixty
(60) days after the date  hereof.  Seller and Buyer  agree,  pursuant to Section
1060 of the Code that the Base  Purchase  Price shall be allocated in accordance
with this  Section  2.8,  and that all Tax returns  and  reports  shall be filed
consistent  with such  allocation.  Notwithstanding  any other provision of this
Agreement,  the  provisions  of this Section 2.8 shall  survive the Closing Date
without limitation.

                    2.8.3.  If  Seller  and  Buyer  are  unable to agree on such
allocation, within sixty (60) days following execution of this Agreement, Seller
and Buyer agree to retain a nationally  recognized appraisal firm experienced in
valuing  broadcast  properties which is mutually  acceptable to Seller and Buyer
(the  "Appraisal  Firm") to appraise  the  classes of Assets of each  Station in
accordance  with the  allocation  for the Stations set forth in Section 2.8. The
Appraisal  Firm shall be  instructed  to perform an  appraisal of the classes of
Assets of each  Station  and to  deliver a report to Seller and Buyer as soon as
reasonably practicable (the "Appraisal Report"). Buyer and Seller shall each pay
one-half of the fees,  costs and expenses of the  Appraisal  Firm whether or not
the transactions contemplated hereby are consummated.


         2.9.       Assumption of Liabilities.

                    2.9.1.  At the Closing (unless there shall have occurred the
Preliminary  Payment Date,  in which case the  provisions of Section 2.9.3 shall
apply, Buyer shall assume, pay, perform, discharge and indemnify and hold Seller
harmless from and against (a) all Liabilities arising out of events occurring on
or after the  Closing  Date  related  to the  businesses  or  operations  of the
Stations or Buyer's ownership of the Assets, (b) all Liabilities  arising out of
events  occurring on or after the Closing Date with respect to the FCC Licenses,
(c) all  Liabilities  arising on or after the  Closing  Date  under the  Station
Contracts  (including,  without limitation,  Trade-out  Agreements)  pursuant to
their terms  (except  for  Liabilities  for any  breaches  thereunder  by Seller
occurring  prior to the Closing Date),  (d) all Liabilities for which there is a
downward   adjustment  to  the  Base  Purchase  Price  in  connection  with  the
calculation of the Proration Amount, and (e) all Liabilities of

<PAGE>




Seller to employees of the  Stations to be assumed by Buyer in  accordance  with
Section 8.4 hereof.


                    2.9.2.   If  Seller  shall  have  received  the  Preliminary
Payment,  Buyer shall, at the Closing for the Stations,  assume,  pay,  perform,
discharge  and  indemnify  and hold  Seller  harmless  from and  against (a) all
Liabilities  arising out of events occurring on or after the Preliminary Payment
Date related to the businesses or operations of the Stations or the ownership of
the Assets related to the Stations,  (b) all  Liabilities  arising out of events
occurring on or after the Preliminary  Payment Date with respect to FCC Licenses
attributable  to the  Stations,  (c) all  Liabilities  arising  on or after  the
Preliminary  Payment  Date  under  the  Station  Contracts  (including,  without
limitation,   Trade-out   Agreements)   pursuant  to  their  terms  (except  for
Liabilities  for any  breaches  thereunder  by  Sellers  occurring  prior to the
Preliminary  Payment Date), (d) all Liabilities for which there is or would be a
downward   adjustment  to  the  Preliminary   Payment  in  connection  with  the
calculation of the Proration Amount for the Stations, and (e) all Liabilities of
Seller to employees of the  Stations to be assumed by Buyer in  accordance  with
Section 8.4 hereof (the  Liabilities  described  in Sections  2.9.1,  and 2.9.2,
collectively, the "Assumed Liabilities").

                    2.9.3.     Except for the Assumed Liabilities, Buyer assumes
no other Liabilities of any kind or description.


         2.10.      News Corp. Guaranty

                    Contemporaneously  with the  execution  and delivery of this
Agreement,  News Corp. has executed and delivered a Guaranty,  pursuant to which
News Corp. has absolutely and unconditionally guaranteed the prompt and complete
payment and performance of the obligations of Seller under this Agreement.


                                   ARTICLE 3.
                    REPRESENTATIONS AND WARRANTIES BY SELLER

                  Seller represents and warrants to Buyer as follows:


         3.1.       Organization and Standing.

                  Seller  is  duly  organized,  validly  existing  and  in  good
standing under the laws of the state of its  organization  and is duly qualified
to do  business  and is in good  standing in any  jurisdiction  where it owns or
operates a television or radio station and in each other jurisdiction where such
qualification is necessary,  except for those jurisdictions where the failure to
be so qualified  would not,  individually  or in the aggregate,  have a Material
Adverse Effect. Seller has the corporate power

<PAGE>




and  authority to own,  lease and  otherwise to hold and operate the Assets,  to
carry on the  business  of the Station as now  conducted,  and to enter into and
perform the terms of this Agreement, the other Seller Documents to which it is a
party and the transactions contemplated hereby and thereby.



         3.2.       Authorization.

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


         3.3.       Compliance with Laws.

                    To Seller's knowledge, Seller is in material compliance with
all Laws  applicable  to Seller,  to the Assets and Stations and to its business
and operations. Seller has obtained and holds all material permits, licenses and
approvals  (none of which has been modified or rescinded and all of which are in
full force and effect) from all Governmental  Authorities  necessary in order to
conduct the operations of the Stations as presently conducted.


         3.4.       Consents and Approvals; No Conflicts.

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

                    3.4.2. Assuming all consents, approvals,  authorizations and
other actions  described in Section 3.4.1 have been obtained and all filings and
notifications described in Section 3.4.1 have been made, the execution, delivery
and  performance of this  Agreement and the other Seller  Documents by Seller do
not and

<PAGE>




will not (a) conflict with or violate in any material respect any Law applicable
to Seller,  the Assets or  Stations or by which any of the Assets or Stations is
subject or affected,  (b) conflict with or result in any breach of or constitute
a default (or an event which with notice or lapse of time or both would become a
default) of any Station Contract or other material  agreement to which Seller is
a party or by which Seller is bound or to which any of the Assets or Stations is
subject or  affected,  (c) result in the  creation of any  Encumbrance  upon the
Assets, and (d) conflict with or violate the organizational documents of Seller.



         3.5.       Financial Statements; Undisclosed Liabilities.

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

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


         3.6.       Absence of Certain Changes or Events.

                    Except as set forth and described in Schedule 3.6, since the
Current Balance Sheet Date, there has been no Material Adverse Effect. Since the
Current Balance Sheet Date, Seller has conducted the business of the Stations in
the  Ordinary  Course  of  Business,   and  Seller  has  not  (a)  incurred  any
extraordinary  loss of, or injury  to,  any of the  Assets as the  result of any
fire, explosion,  flood, windstorm,  earthquake,  labor trouble, riot, accident,
act of God or public enemy or armed forces, or other casualty;  (b) incurred, or
become subject to, any Liability,  except  current  Liabilities  incurred in the
Ordinary Course of Business; (c) discharged or satisfied any Encumbrance or paid
any Liability other than current Liabilities shown in the Balance Sheet, current
Liabilities incurred since the Current Balance Sheet Date in the Ordinary Course
of Business, and Liabilities

<PAGE>




(including,  without limitation, partial and complete prepayments) arising under
any credit or loan  agreement  between  Seller and its lenders;  (d)  mortgaged,
pledged or subjected to any  Encumbrance any of the Assets (except for Permitted
Encumbrances);  (e) made any  material  change in any  method of  accounting  or
accounting practice; (f) sold, leased,  assigned or otherwise transferred any of
the material  Assets  other than  obsolete  Assets  which have been  replaced by
suitable  replacements;  (g) made  any  material  increase  in  compensation  or
benefits  payable to any employee other than in the Ordinary Course of Business;
or (h) made any agreement to do any of the foregoing.



         3.7.       Absence of Litigation.

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


         3.8.       Assets.

                    Except for the Excluded Assets,  Seller's Assets include all
of the assets or property  used or useful in the  businesses  of the Stations as
presently  operated.  Except for leased or licensed Assets,  Seller is the owner
of, and has good title to, the Assets free and clear of any Encumbrances, except
for Permitted Encumbrances (including, without limitation, those items set forth
on Schedule  3.8).  At the Closing,  Buyer shall  acquire good title to, and all
right,  title  and  interest  in  and to  the  Assets,  free  and  clear  of all
Encumbrances, except for the Permitted Encumbrances.


         3.9.       FCC Matters.

                    Seller  holds the FCC  Licenses  listed as held by Seller on
Schedule 2.1.1.  Such FCC Licenses  constitute all of the licenses,  permits and
authorizations  from the FCC which have been issued to Seller that are  required
for the business and operations of the Stations. Except as set forth on Schedule
3.9, such FCC Licenses are valid and in full force and effect  through the dates
set forth on Schedule 2.1.1, unimpaired by any condition other than as set forth
in the FCC Licenses. Except as set forth on Schedule 3.9, no application, action
or proceeding is pending for the renewal or  modification of any of Seller's FCC
Licenses,  and,  except for actions or  proceedings  affecting  radio  broadcast
stations generally, no application,  complaint,  action or proceeding is pending
or, to Seller's knowledge, threatened that may result in the (a) the revocation,
modification,  non-renewal or suspension of any of such FCC Licenses, or (b) the
issuance  of a  cease-and-desist  order.  Except as set forth in  Schedule  3.9,
Seller has no knowledge of any facts,

<PAGE>




conditions or events relating to Seller or the Stations that would reasonably be
expected  to cause the FCC to revoke any FCC License or not to grant any pending
applications  for renewal of the FCC Licenses or to deny the  assignment  of the
FCC Licenses to a qualified Buyer as provided for in this Agreement.



         3.10.      Real Property.

                    3.10.1.  Seller has good and  marketable fee simple title to
all fee estates  included in the Real Property and good title to all other owned
Real  Property,  in each  case free and clear of all  Encumbrances,  except  for
Permitted Encumbrances.

                    3.10.2.  Seller has a valid leasehold interest in all Leased
Property listed as leased by Seller in Schedule 2.1.2.  Schedule 2.1.2 lists all
leases and subleases  pursuant to which any of the Leased  Property is leased by
Seller.  Seller is the owner and holder of all the Leased Property  purported to
be granted by such leases and  subleases.  Each such lease and sublease is valid
as to Seller and, to Seller's knowledge valid as to any other party thereto, and
is in full force and effect and, to Seller's knowledge,  constitutes a legal and
binding obligation of, and is legally  enforceable against Seller and each other
party thereto and grants the leasehold interest it purports to grant,  including
any  rights to  nondisturbance  and  peaceful  and quiet  enjoyment  that may be
contained  therein.  Seller is, and to the knowledge of Seller all other parties
are, in compliance in all material  respects with the  provisions of such leases
and subleases.

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

                    3.10.4.  No portion of the Real  Property  or any  building,
structure, fixture or improvement thereon is the subject of, or affected by, any
condemnation,  eminent  domain  or  inverse  condemnation  proceeding  currently
instituted  or pending or, to the knowledge of Seller,  threatened.  To Seller's
knowledge  and to the extent that such  documents  are in  Seller's  possession,
Seller has delivered to Buyer true, correct and complete copies of the following
documents with respect to the Real Property and Leased  Property:  (i) deeds, by
which  Seller has  received a fee  interest  in any of the Real  Property;  (ii)
leases,  by which  Seller is the  lessee or lessor of any of the Real  Property;
(iii) title insurance policies or commitments;  (iv) surveys; and (v) inspection
reports or other  instruments or reports,  including,  without  limitation,  any
phase I or  phase  II  environmental  reports  or  other  similar  environmental
reports,  surveys or  assessments  (including  any and all  amendments and other
modifications of such instruments).

<PAGE>








         3.11.      Intellectual Property.

                    Seller possesses adequate rights,  licenses and authority to
use all Intellectual  Property necessary to conduct the business of the Stations
as presently conducted.  Seller has good title to all Intellectual Property that
it owns, free and clear of any Encumbrances,  except for Permitted Encumbrances.
Seller is not  obligated to pay any royalty or other fees to anyone with respect
to the Intellectual Property.  Seller has not received any written notice to the
effect that any  service  rendered  by Seller  relating  to the  business of the
Stations  may  infringe,  or  that  Seller  is  otherwise  infringing,   on  any
Intellectual  Property right or other legally  protectable right of another.  No
director,  officer or  employee of Seller has any  interest in any  Intellectual
Property.


         3.12.      Station Contracts.

                    Complete  and correct  copies of the Station  Contracts  set
forth in Schedules 2.1.5, 2.1.6, and 2.1.8 (which schedules are true and correct
in all material  respects)  have been made  available to Buyer and (a) each such
material  Station  Contract  and, to Seller's  knowledge,  each such  immaterial
Station Contract, is in full force and effect and constitutes a legal, valid and
binding  obligation  of Seller and, to Seller's  knowledge,  of each other party
thereto;  (b) Seller is not in breach or default in any material  respect of the
terms of any Station  Contract;  (c) none of the material rights of Seller under
any such Station  Contract  will be subject to  termination,  nor will a default
occur, as a result of the consummation of the transactions  contemplated hereby,
except to the extent  that  failure to obtain  the prior  consent to  assignment
thereof of any party  thereto  shall or could be  interpreted  to  constitute  a
termination or modification of or a default under any such Station Contract; and
(d) to the knowledge of Seller,  no other party to any such Station  Contract is
in breach or default in any material respect of the terms thereunder.


         3.13.      Taxes.

                    Seller has (or,  in the case of returns  becoming  due after
the date  hereof  and on or before  the  Closing  Date,  will have  prior to the
Closing Date) duly filed all material Seller Tax Returns required to be filed by
Seller on or before the Closing  Date with  respect to all  material  applicable
Taxes.  In the case of Seller Tax Returns  which  receive an extension for their
date of filing,  such  Seller Tax  Returns  will be  considered  due on, and not
considered  required to be filed  before,  the  extended  due date.  To Seller's
knowledge,  all Seller Tax Returns are (or, in the case of returns  becoming due
after the date  hereof  and on or before  the  Closing  Date,  will be) true and
complete in all  material  respects.  Seller:  (a) has paid all Taxes due to any
Governmental  Authority  as  indicated  on the  Seller Tax  Returns;  or (b) has
established  (or,  in the case of amounts  becoming  due after the date  hereof,
prior to

<PAGE>




the Closing Date will have  established)  adequate  reserves (in conformity with
generally accepted accounting  principles  consistently applied) for the payment
of such Taxes.



         3.14.      Employee Benefit Plans.

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

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

                    3.14.3.  Schedule  3.14 lists all funded  Welfare Plans that
provide benefits to current or former employees of Seller or its  beneficiaries.
To Seller's  knowledge,  the funding under each Welfare Plan does not exceed and
has not exceeded the limitations under Sections 419A(b) and 419A(c) of the Code.
To  Seller's  knowledge,  neither  HMC nor Seller is subject to  taxation on the
income of any Welfare  Plan's  welfare  benefit fund (as such term is defined in
Section 419(e) of the Code) under Section 419A(g) of the Code.

                    3.14.4.  Neither  HMC nor  Seller  has  any  post-retirement
medical,  life insurance or other benefits  promised,  provided or otherwise due
now or in the future to current, former or retired employees of the Stations.

                    3.14.5.  To  Seller's  knowledge,  except  as set  forth  in
Schedule  3.14,  HMC has (a) filed or caused to be filed all returns and reports
on the Plans that it is required to file and (b) paid or made adequate provision
for all fees, interest, penalties,  assessments or deficiencies that have become
due  pursuant  to those  returns or reports or  pursuant  to any  assessment  or
adjustment  that has been made relating to those  returns or reports.  All other
fees, interest,  penalties and assessments that are payable by or for HMC and/or
Seller have been timely reported, fully paid and discharged. There are no unpaid
fees, penalties, interest or



<PAGE>




 assessments  due from HMC and/or  Seller or from any other  person  that are or
could become an  Encumbrance on any of the Assets or could  otherwise  adversely
affect  the  businesses  or Assets of Seller.  To  Seller's  knowledge,  HMC has
collected  or withheld all amounts that are required to be collected or withheld
by it to discharge its  obligations,  and all of those amounts have been paid to
the appropriate  Governmental Authority or set aside in appropriate accounts for
future payment when due. HMC has furnished to Buyer true and complete  copies of
all documents setting forth the terms and funding of each Plan.


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

                    3.14.7.  No  claims  or  lawsuits  are  pending  or,  to the
knowledge of Seller, threatened by, against, or relating to any Benefit Plan. To
Seller's  knowledge,  the  Benefit  Plans  are  not  presently  under  audit  or
examination  (nor has notice been received of a potential  audit or examination)
by the IRS, the Department of Labor, or any other governmental  agency or entity
and no matters are pending  with respect to any  Qualified  Plan under the IRS's
Voluntary Compliance Resolution program, its Closing Agreement Program, or other
similar programs.

                    3.14.8.     With respect to each Plan, there has occurred no
non-exempt  "prohibited  transaction" (within the meaning of Section 4975 of the
Code) or  transaction  prohibited  by  Section  406 of ERISA  or  breach  of any
fiduciary duty

<PAGE>




described  in Section  404 of ERISA that  would,  if  successful,  result in any
liability for Seller.


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

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



         3.15.      Labor Relations.

                    Seller has made  available to Buyer a true and complete list
of all employees of Seller engaged in the business or operations of the Stations
as of the date set forth on the list,  together with such  employee's  position,
salary and date of hire. Schedule 3.15 lists all written employment contracts of
Seller  and  all  written  agreements,  plans,  arrangements,   commitments  and
understandings pursuant to which HMC or Seller has severance obligations. Except
as set forth on Schedule  3.15,  no labor union or other  collective  bargaining
unit  represents  or, to Seller's  knowledge,  claims to  represent,  any of the
employees of the  Station.  Except as set forth in Schedule  3.15,  there are no
strikes, work stoppages,  grievance proceedings,  union organization efforts, or
other  controversies   pending  between  Seller  and  any  union  or  collective
bargaining unit representing (or, to Seller's knowledge,  claiming to represent)
Seller's  employees.  Seller  is in  compliance  with all Laws  relating  to the
employment or the workplace, including, without limitation,  provisions relating
to wages, hours,  collective bargaining,  safety and health, work authorization,
equal employment  opportunity,  immigration and the withholding of income taxes,
unemployment compensation,  worker's compensation, employee privacy and right to
know and social security contributions, except for any noncompliance which would
not have a Material Adverse Effect. Except as set forth in Schedule 3.15 hereto,
there are no collective  bargaining  agreements  relating to the Stations or the
business and operations thereof.

<PAGE>








         3.16.      Environmental Matters.

                    3.16.1.  Except as set forth in Schedule  3.16,  to Seller's
knowledge  (which  knowledge is based on the items set forth on Schedule  3.16),
Seller  is  in  material   compliance  with,  and  the  Real  Property  and  all
improvements thereon are in material compliance with, all Environmental Laws.

                    3.16.2.  Except as set forth in Schedule 3.16,  there are no
pending or, to the knowledge of Seller,  threatened actions,  suits,  claims, or
other legal proceedings based on (and Seller has not received any written notice
of any complaint, order, directive,  citation, notice of responsibility,  notice
of  potential  responsibility,  or  information  request  from any  Governmental
Authority  arising out of or attributable  to): (a) the current or past presence
at any part of the Real Property of Hazardous Materials; (b) the current or past
release  or  threatened  release  into the  environment  from the Real  Property
(including,  without  limitation,  into any storm drain, sewer, septic system or
publicly owned  treatment  works) of any Hazardous  Materials;  (c) the off-site
disposal of Hazardous Materials  originating on or from the Real Property or the
businesses  or Assets of Seller;  (d) any facility  operations  or procedures of
Seller which do not conform to  requirements of the  Environmental  Laws; or (e)
any violation of  Environmental  Laws at any part of the Real  Property  arising
from Seller's  activities  involving  Hazardous  Materials.  To the knowledge of
Seller, Seller has been duly issued all material permits, licenses, certificates
and approvals required under any Environmental Law.


         3.17.      Insurance.

                    Schedule  3.17  contains a true and complete  list and brief
summary of all policies of title,  property,  fire, casualty,  liability,  life,
workmen's  compensation,  libel and slander, and other forms of insurance of any
kind relating to Seller's Assets or the business and operations of the Stations.
All such  policies:  (a) are in full force and effect;  (b) are  sufficient  for
compliance in all material  respects by Seller with all  requirements of Law and
of all  material  agreements  to which  Seller is a party;  and (c) to  Seller's
knowledge, are valid, outstanding, and enforceable policies and Seller is not in
default in any material respect thereunder.


         3.18.      Reports.

                    All  material  returns,  reports  and  statements  that  the
Station is currently  required to file with the FCC or any  governmental  agency
have been timely  filed,  and all  reporting  requirements  of the FCC and other
governmental  authorities having jurisdiction thereof have been complied with by
Seller in all material respects. All of such reports, returns and statements are
complete and correct in all material  respects as filed. To Seller's  knowledge,
all documents

<PAGE>




required  by the FCC to be  deposited  by Seller  in  Seller's  public  file (as
defined in the rules and  regulations of the FCC) during the period of operation
of the Stations by Seller has been deposited therein.



                                   ARTICLE 4.
                     REPRESENTATIONS AND WARRANTIES BY BUYER

                    Buyer  represents,  warrants  and  covenants  to  Seller  as
follows:


         4.1.       Organization and Standing.

                    Buyer is a corporation duly organized,  validly existing and
in good standing under the laws of the state of Maryland and by the Closing Date
will be duly  qualified  to do  business  as a foreign  corporation  where  such
qualification  is necessary.  Buyer has the full  corporate  power and corporate
authority  to enter into and perform the terms of this  Agreement  and the other
Buyer  Documents  and to carry  out the  transactions  contemplated  hereby  and
thereby.


         4.2.       Authorization.

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


         4.3.       Consents and Approvals; No Conflicts.

                    4.3.1.     The execution and delivery of this Agreement, and
the  performance  of the  transactions  contemplated  herein by Buyer,  will not
require any consent, approval,  authorization or other action by, or filing with
or notification to, any Person or Governmental Authority, except as follows: (a)
filings required under

<PAGE>




Hart-Scott-Rodino,  (b) approvals of the assignment of the FCC Licenses to Buyer
by the FCC and (c) filings, if any, with respect to real estate transfer taxes.


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


         4.4.       Availability of Funds.

                    Buyer  will  have  available  on the  Closing  Date,  on the
Preliminary  Payment Date,  and on the date of the Makewell  Closing  sufficient
funds to enable it to consummate the transactions contemplated hereby.


         4.5.       Qualification of Buyer.

                    4.5.1.  Except as disclosed in Schedule 4.5.1, Buyer is, and
pending Closing will remain legally,  financially and otherwise  qualified under
the  Communications  Act and all rules,  regulations  and policies of the FCC to
acquire and operate the Stations.  Except as disclosed in Schedule 4.5.1,  there
are no facts or  proceedings  which would  reasonably  be expected to disqualify
Buyer under the  Communications Act or otherwise from acquiring or operating any
of the Stations or would cause the FCC not to approve the  assignment of the FCC
Licenses to Buyer. Except as disclosed in Schedule 4.5.1, Buyer has no knowledge
of any fact or circumstance  relating to Buyer or any of Buyer's Affiliates that
would  reasonably  be expected to (a) cause the filing of any  objection  to the
assignment  of the  FCC  Licenses  to  Buyer,  or (b)  lead  to a  delay  in the
processing  by the  FCC of the  applications  for  such  assignment.  Except  as
disclosed in Schedule 4.5.1, no waiver of any FCC rule or policy is necessary to
be obtained  for the grant of the  applications  for the  assignment  of the FCC
Licenses to Buyer,  nor will  processing  pursuant to any  exception  or rule of
general   applicability   be  requested  or  required  in  connection  with  the
consummation of the transactions herein.

                    4.5.2.  As of the date hereof and through the later to occur
of the HSR Filing and the filing of the FCC Applications, except as set forth on
Schedule 4.5.1,  neither Buyer nor any Affiliate of Buyer (a) owns,  controls or
operates any television or radio station  located in the DMA; (b) has any direct
or indirect interest,  including, without limitation, any equity, debt, security
or any other financial  interest,  whether or not  "attributable" (as defined in
the rules and

<PAGE>




regulations of the FCC), or management interest,  in (i) any television or radio
station  located  in the DMA,  or (ii) any  applicant  seeking to  construct  or
acquire, by assignment of license or transfer of control, any such television or
radio station (an  "Applicant");  or (c) is a party to any TBA with a television
or radio station located in the DMA, or with any Applicant.  Buyer  acknowledges
and agrees that the  representations  set forth in this Section 4.5.2 shall take
into  account  and  include  (a) the  consummation  of any  proposed  or pending
acquisition  (as of the date  hereof and  through  the later to occur of the HSR
Filing and the filing of the FCC  Applications)  of television or radio stations
(including  the  acquisition of the Stations) by Buyer or any Affiliate of Buyer
or any  Applicant,  and (b) any TBA or  proposed  or pending TBA (as of the date
hereof  and  through  the later to occur of the HSR Filing and the filing of the
FCC  Applications)  to which Buyer or any  Affiliate of Buyer is or may become a
party.



         4.6.       WARN Act.

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


         4.7.       No Outside Reliance.

                    Buyer has not  relied and is not  relying on any  statement,
representation  or warranty not made in this  Agreement,  any Schedule hereto or
any  certificate  to be  delivered  to Buyer  at the  Closing  pursuant  to this
Agreement.  Buyer  is  not  relying  on any  projections  or  other  predictions
contained or referred to in materials  (other than the Schedules) that have been
or may  hereafter  be  provided  to Buyer or any of its  Affiliates,  agents  or
representatives,  and Seller makes no representations or warranties with respect
to any such projections or other predictions.


         4.8.       Interpretation of Certain Provisions.

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


<PAGE>





                                   ARTICLE 5.
                               PRE-CLOSING FILINGS



         5.1.       Applications for FCC Consent.

                    Within  ten  (10)  days  following  the  execution  of  this
Agreement,  Seller and Buyer (or any direct or indirect wholly-owned  subsidiary
of Buyer which is a permitted  assignee of Buyer  under  Section  15.6.1)  shall
jointly file  applications  for the Stations with the FCC requesting its consent
to the assignment of the FCC Licenses for the Stations from Seller to Buyer (the
"FCC  Applications").  Seller and Buyer will diligently take, or fully cooperate
in the taking of, all  necessary and proper  steps,  and provide any  additional
information  reasonably  requested  in order to obtain  promptly  the  requested
consents and approvals of the FCC Applications by the FCC.


         5.2.       Hart-Scott-Rodino.

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


         5.3.       Non-Required Actions.

                    None of the parties hereto shall have any obligation to take
any steps  pursuant  to Section  5.1 or Section  5.2 which  would be  reasonably
expected to result in the  incurrence of a material  cost or other  liability or
which  would  require  the  divestiture  of any  business or assets of any party
hereto or any Affiliate thereof. Notwithstanding anything to the contrary in the
preceding  sentence,  Buyer shall have the  obligation  to make all  payments to
Seller in accordance with the terms and conditions herein.



                                   ARTICLE 6.
                       COVENANTS AND AGREEMENTS OF SELLER

                  Seller covenants and agrees with Buyer as follows:

<PAGE>








         6.1.       Negative Covenants.

                    Pending  and prior to the earlier of the Closing or the sale
of the Stations under an Account Sale or a Makewell Sale (as applicable), Seller
will not,  without the prior written consent of Buyer (which consent will not be
unreasonably  withheld,  delayed or  conditioned,  except in the case of matters
referred to in Sections 6.1.7,  6.1.9 and 6.1.11,  with respect to which Buyer's
consent may be withheld in its sole and absolute discretion),  do or agree to do
any of the following:

                    6.1.1.      Dispositions; Mergers.

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

                    6.1.2.      Accounting Principles and Practices.

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

                    6.1.3.      Trade-out Agreements.

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

                    6.1.4.      Broadcast Time Sales Agreements.

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

                    6.1.5.      TBAs.

                                Acquire or enter into or renew any TBA.

                    6.1.6.      Additional Agreements.

                                Acquire or enter into any new Station  Contracts
not  referred to in Sections  6.1.3,  6.1.4 or 6.1.5  above,  or renew,  extend,
amend, alter,  modify or otherwise change any existing Station Contract,  except
in the  Ordinary  Course of Business  (collectively,  "Additional  Agreements");
provided, however, Seller shall not

<PAGE>




 enter into any Station Contract requiring payments by Seller under each Station
Contract in excess of $50,000.


                    6.1.7.      Breaches.

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

                    6.1.8.      Employee Matters.

                                Enter into or become subject to any  employment,
labor,  union, or professional  service  contract not terminable at will, or any
bonus, pension,  insurance,  profit sharing,  incentive,  deferred compensation,
severance pay, retirement,  hospitalization,  employee benefit, or other similar
plan; or increase the compensation payable or to become payable to any employee,
or pay or  arrange  to pay any  bonus  payment  to any  employee,  except in the
Ordinary Course of Business.

                    6.1.9.      Actions Affecting FCC Licenses.

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

                    6.1.10.     Programming.

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

                    6.1.11.     Encumbrances.

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

                    6.1.12.     Transactions With Affiliates.

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

<PAGE>








         6.2.       Affirmative Covenants.

                    Pending and prior to the earlier of the Closing  Date or the
sale of the Stations  under an Account Sale or a Makewell Sale (as  applicable),
Seller will:

                    6.2.1.      Preserve Existence.

                                Preserve its  corporate  existence  and business
organization  intact,   maintain  its  existing  franchises  and  licenses,  use
commercially  reasonable  efforts to preserve for Buyer the relationships of the
Stations with suppliers,  customers, employees and others with whom the Stations
have business  relationships,  and keep all of the Assets substantially in their
present condition, ordinary wear and tear excepted.

                    6.2.2.      Normal Operations.

                                Subject  to the  terms  and  conditions  of this
Agreement  (including,  without  limitation,  Section  6.1),  (a)  carry  on the
businesses  and  activities  of  the  Stations,  including  without  limitation,
promotional  activities,  the sale of  advertising  time,  entering  into  other
contracts and agreements,  or purchasing and scheduling of  programming,  in the
Ordinary Course of Business;  (b) pay or otherwise satisfy all obligations (cash
and  barter) of the  Stations  in the  Ordinary  Course of  Business;  provided,
however, Seller shall bring current as of the Closing Date all payments that are
due and payable under Program Contracts as originally  contracted;  (c) maintain
its books of account,  records,  and files in  substantially  the same manner as
heretofore;  and (d) maintain the Assets in customary  repair,  maintenance  and
condition,  except to the extent of normal wear and tear, and repair or replace,
consistently with the Ordinary Course of Business, any Asset that may be damaged
or destroyed;  notwithstanding the foregoing, Buyer acknowledges that the Seller
shall not be obligated to spend any funds on capital expenditures after the date
hereof,  except  for  repair or  replacement  of Assets  that may be  damaged or
destroyed.

                    6.2.3.      Maintain FCC Licenses.

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

                    6.2.4.      Station Contracts.

                                Pay and perform its  obligations in the Ordinary
Course of Business under the Station  Contracts to which it is a party and under
any Additional  Agreements that shall be entered into by Seller between the date
hereof  and the  Closing  pursuant  to Section  6.1.6,  in  accordance  with the
respective terms and conditions of such Station Contracts.

<PAGE>




                    6.2.5.      Taxes.


                                Pay or discharge all Taxes when due and payable.

                    6.2.6.      Access.

                                Cause to be afforded to representatives of Buyer
reasonable access during normal business hours to offices,  properties,  assets,
books and records,  contracts and reports of the  Stations,  as Buyer shall from
time to time reasonably request; provided,  however, that (a) such investigation
shall only be upon  reasonable  notice and shall not  unreasonably  disrupt  the
personnel  or  operations   of  Seller  or  the  Stations,   and  (b)  under  no
circumstances  shall  Seller  be  required  to  provide  access  to Buyer or any
representative   of  Buyer  (i)  any   information   or  materials   subject  to
confidentiality  agreements with third parties required to be kept  confidential
by applicable  Laws, or (ii) any privileged  attorney-client  communications  or
attorney  work  product.  All requests  for access to the  offices,  properties,
assets,  books and records,  contracts and reports of the Stations shall be made
to such  representatives  as Seller  shall  designate  in writing,  who shall be
solely  responsible for  coordinating all such requests and all access permitted
hereunder.   Buyer   acknowledges   and  agrees  that  neither   Buyer  nor  its
representatives  shall  contact  any of  the  employees,  customers,  suppliers,
partners,  or other  associates  or  Affiliates  of Seller or the  Stations,  in
connection with the transactions  contemplated  hereby,  whether in person or by
telephone,  mail or other means of  communication,  without the  specific  prior
written  authorization  of such  representatives  of  Seller.  Subject to and in
accordance  with the terms of this Section 6.2.6,  Seller shall cooperate in all
reasonable  respects  with  Buyer's  request to conduct an audit of the  Seller'
financial  information as Buyer may reasonably determine is necessary to satisfy
Buyer's public company reporting  requirements pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 including,  without limitation,  (a)
using commercially  reasonable efforts to obtain the consent of Seller' auditors
to permit  Buyer and  Buyer's  auditors to have  access to such  auditors'  work
papers, and (b) consenting to such access by Buyer . Under no circumstance shall
the preparation of any financial  statements pursuant to such audit: (a) require
Seller to change or modify any  accounting  policy,  (b) cause any  unreasonable
disruption in the business or operations of any Station,  or (c) cause any delay
that is more than de minimis in any internal  reporting  requirements of Seller.
All costs and  expenses  incurred in  connection  with the  preparation  of (and
assimilation of relevant information for) any such financial statements shall be
paid by Buyer.

                    6.2.7.      Insurance.

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

<PAGE>




                    6.2.8.      Financial Statements.


                                Provide Buyer with unaudited monthly  statements
of assets and  liabilities of Seller  relating to the business and operations of
the Stations,  and monthly  statements of revenues and expenses  reflecting  the
results of business and  operations  of the Stations for May,  1997 and for each
month  thereafter,  within  thirty  (30) days after the end of each such  month.
Seller  further agrees to provide Buyer with weekly sales pacing reports for the
Stations.

                    6.2.9.      Consents.

                                (a)  Take  all  reasonable  action  required  to
obtain all consents,  approvals and agreements of any third parties necessary to
authorize,  approve or permit the consummation of the transactions  contemplated
by this Agreement,  including, without limitation, any consent of the parties to
the Station  Contracts  designated  as  necessary  in  Schedule  3.4 in order to
consummate the transactions  contemplated hereby (collectively,  the "Restricted
Contracts").  Notwithstanding  anything  to  the  contrary  set  forth  in  this
Agreement or otherwise,  to the extent that the consent or approval of any third
party is required under any Restricted  Contract,  Seller shall only be required
to use  reasonable  efforts (not involving the payment by Seller of any money to
any party to any such  Restricted  Contract,  except to the extent  required  by
Section  6.2.9(b)) to obtain such consents and approvals,  and in the event that
Seller fails to obtain any such  consent or approval,  Buyer shall have no right
to terminate this Agreement.

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

<PAGE>




 sold,  transferred,  setover,  assigned,  released,  delivered and confirmed to
Buyer, without need of further action by Seller or of future documentation.


                    6.2.10.     Corporate Action.

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

                    6.2.11.     Environmental Audit.

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


         6.3.       Confidentiality.

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

<PAGE>








         6.4.       Trustee Acknowledgment.

                    Contemporaneously  with the  execution  and  delivery of the
Trust  Agreement,  Seller  shall cause the Trustee to execute a  certificate  or
acknowledgment  for  the  benefit  of  Buyer,  pursuant  to  which  the  Trustee
acknowledges  and  agrees to those  items and  obligations  set forth in Section
3.1(c) of the Trust Agreement, attached as an exhibit to the Transfer Agreement.


                                   ARTICLE 7.
                        COVENANTS AND AGREEMENTS OF BUYER

                    Buyer covenants and agrees with Seller as follows:


         7.1.       Confidentiality.

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


         7.2.       Corporate Action.

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

<PAGE>








         7.3.       Access.

                    From and after the  Closing  Date,  Buyer  shall cause to be
afforded to  representatives  of Seller reasonable access during normal business
hours to the offices, books and records,  contracts and reports of the Stations,
as Seller shall from time to time reasonably request;  provided,  however,  that
(a) such  investigation  shall  only be upon  reasonable  notice  and  shall not
unreasonably  disrupt the personnel or operations of Buyer or the Stations,  and
(b) under no  circumstances  shall Buyer be required to provide access to Seller
or any  representatives  of Seller (i) any  information or materials  subject to
confidentiality  agreements with third parties required to be kept  confidential
by applicable  Laws, or (ii) any privileged  attorney-client  communications  or
attorney  work  product.  All  requests  for  access to the  offices,  books and
records,   contracts  and  reports  of  the  Stations  shall  be  made  to  such
representatives  as Buyer  shall  designate  in  writing,  who  shall be  solely
responsible  for  coordinating  all  such  requests  and  all  access  permitted
hereunder.  Buyer agrees not to dispose of any books and records,  contracts and
reports of the Stations  which relate to the  operations of the Stations  during
the period  during which the Stations  were owned by Seller  without  consulting
with Seller prior to disposal thereof and taking any reasonable action requested
by Seller with respect to retention and transfer to Seller thereof.


         7.4.       Collection of Receivables.

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

<PAGE>




 to set-off any amounts  collected for Accounts  Receivable for any amounts owed
to Buyer by Seller;  provided,  however, that Buyer shall have the right to seek
indemnification in accordance with the terms and conditions of this Agreement.



                                   ARTICLE 8.
                       MUTUAL COVENANTS AND UNDERSTANDINGS
                               OF SELLER AND BUYER


         8.1.       Possession and Control.

                    Between   the   date    hereof   and   the   Closing    Date
(notwithstanding  that the  Preliminary  Payment Date shall have occurred or any
other  provisions  hereof),  Buyer  shall not  directly or  indirectly  control,
supervise or direct,  or attempt to control,  supervise or direct,  the business
and operations of the Stations,  and such operation,  including complete control
and supervision of all programming,  shall be the sole responsibility of Seller.
On and after the Closing  Date,  Seller shall have no control  over, or right to
intervene,  supervise,  direct or participate in, the business and operations of
the Stations.


         8.2.       Risk of Loss.

                    The  risk of loss or  damage  by fire or other  casualty  or
cause to the Assets until the Closing Date shall be upon Seller (or in the event
of the Preliminary  Payment Date,  thereafter the risk of loss shall be upon the
Buyer).  In the  event  of loss or  damage  prior  to the  Closing  Date (or the
Preliminary  Payment  Date,  if  applicable)  with  respect to which  Seller has
adequate  replacement cost insurance and which has not been restored,  replaced,
or  repaired  as of the  Closing  Date  (or the  Preliminary  Payment  Date,  if
applicable),  Buyer shall proceed with the Closing (or shall pay the Preliminary
Payment,  if  applicable)  and  receive at  Closing  (or  immediately  after the
Preliminary Payment, if applicable),  the insurance proceeds or an assignment of
the right to receive such insurance  proceeds,  as  applicable,  to which Seller
otherwise would be entitled, whereupon Seller shall have no further liability to
Buyer for such loss or damage; provided,  however, if the failure of such Assets
to  be  restored,   replaced  or  repaired  results  in  the  regular  broadcast
transmission  of any Station  (including  its  effective  radiated  power) to be
diminished in any material  respect on what would  otherwise be the Closing Date
(or the Preliminary Payment Date, if applicable),  then either or both of Seller
and

<PAGE>




Buyer shall be entitled, by written notice to the other, to postpone the Closing
Date (or the  Preliminary  Payment Date,  if applicable  for such Station or, if
later,  when the Deposit  Release Date occurs) for a period of up to ninety (90)
days;  provided,  however, any delay in the Closing (or the Preliminary Payment,
if  applicable)  for any Station  shall not result in a delay of the Closing (or
the  Preliminary  Payment,  if  applicable)  for any other Stations which are to
proceed  to the  Closing  Date  hereunder.  In the  event  that  such  Station's
broadcast  transmission  has not been resumed by such  postponed  Closing  Date,
either party may terminate the transactions  contemplated herein with respect to
such Station (and, if the Deposit  Release Date shall have occurred,  then Buyer
shall receive that portion of the Allocable  Deposit  allocable to such Station)
unless  Buyer  agrees to proceed  with the  Closing  and  receive at the Closing
insurance  proceeds  or an  assignment  of the right to receive  such  insurance
proceeds, as applicable, to which Seller otherwise would be entitled,  whereupon
Seller  shall have no further  liability  to Buyer for such loss or damage  with
respect to such Station.



         8.3.       Public Announcements.

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


         8.4.       Employee Matters.

                    8.4.1.  Upon  consummation of the Closing  hereunder,  Buyer
shall offer employment to each of the employees of the Stations (including those
on  leave  of  absence,  whether  short-term,   long-term,   family,  maternity,
disability,  paid, unpaid or other), at a comparable salary,  position and place
of  employment as held by each such  employee  immediately  prior to the Closing
Date (such  employees  who are given such offers of  employment  are referred to
herein  as the  "Transferred  Employees").  Nothing  in this  Section  8.4.1  is
intended to guarantee  employment for any Transferred Employee for any length of
time after the Closing Date.

                    8.4.2.  Except as provided  otherwise  in this  Section 8.4,
Seller  shall pay,  discharge  and be  responsible  for (a) all salary and wages
arising out of or relating to the  employment  of the  employees of the Stations
prior to the  Closing  Date and (b) any  employee  benefits  arising  under  the
Benefit Plans of Seller and its

<PAGE>




Affiliates  during  the period  prior to the  Closing  Date.  From and after the
Closing  Date,  Buyer shall pay,  discharge and be  responsible  for all salary,
wages  and  benefits  arising  out  of or  relating  to  the  employment  of the
Transferred  Employees  by Buyer on and after the Closing  Date.  Buyer shall be
responsible  for all severance  Liabilities  and all COBRA  Liabilities  for any
Transferred  Employees of the Stations  terminated on or after the Closing Date,
including,  without limitation all Liabilities under the retention and severance
agreements   entered  into  pursuant  to  Section  8.4.8  (subject  to  Sellers'
reimbursement obligations set forth in Section 8.4.8).


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

                    8.4.4.  For purposes of any length of service  requirements,
waiting  periods,  vesting periods or  differential  benefits based on length of
service in any such plan for which a Transferred  Employee may be eligible after
the Closing, Buyer shall ensure that, to the extent permitted by law, service by
such Transferred Employee with Seller or any Affiliate of Seller shall be deemed
to have been service with the Buyer.  In addition,  Buyer shall ensure that each
Transferred Employee receives credit under any welfare benefit plan of Buyer for
any deductibles or co-payments paid by such Transferred  Employee and his or her
dependents  for the current plan year under a plan  maintained  by Seller or any
Affiliate of Seller.  Buyer shall grant credit to each transferred  Employee for
all sick leave in accordance with the policies of Buyer applicable  generally to
its employees after giving effect to service for Seller as service for Buyer. To
the extent taken into account in determining the Final Proration  Amount,  Buyer
shall assume and discharge  Seller's  Liabilities  for the payment of all unused
vacation leave accrued by  Transferred  Employees as of the Closing Date. To the
extent any claim with respect to such accrued  vacation  leave is lodged against
Seller, with respect to any Transferred Employee, Buyer shall indemnify,  defend
and hold  harmless  Seller  from and  against  any and all  losses,  directly or
indirectly, as a result of, or based upon or arising from the same.

                    8.4.5.  As soon as  practicable  following the Closing Date,
Buyer shall establish and maintain a defined  contribution  plan or plans (which
may be a preexisting plan or plans (the "Buyer's Plan") intended to be qualified
under Section  401(a) and 401(k) of the Code for the benefit of the  Transferred
Employees.  Effective as of the Closing  Date,  Seller  shall cause  appropriate
amendments to be made to the Heritage Media Corporation  Retirement Savings Plan
(the "Seller's  Plan") to provide that the Transferred  Employees shall be fully
vested in their

<PAGE>




accounts  under  the  Seller's  Plan  (as  well  as  under  the  Heritage  Media
Corporation  Deferred   Compensation  Plan  for  Key  Employees).   As  soon  as
practicable  after the Closing Date,  Buyer shall take all  necessary  action to
qualify Buyer's Plan under the applicable  provisions of the Code (including but
not limited to Section 401), if it is not yet so qualified, and Buyer and Seller
shall make any and all filings and submissions to the  appropriate  governmental
agencies  required to be made by them in connection  with the transfer of assets
described hereafter. As soon as practicable following the earlier of the receipt
of a favorable  determination letter from the Internal Revenue Service regarding
the  qualified  status of both the  Seller's  Plan and the Buyer's Plan (each as
amended to the date of transfer) or sooner, if Seller and Buyer so agree, Seller
shall cause to be  transferred  to Buyer's Plan, in cash and in kind, all of the
individual  account  balances of Transferred  Employees under the Seller's Plan,
including any outstanding plan  participant  loan receivables  allocated to such
accounts.


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

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

                    8.4.8.  (a)  Within  ten (10)  business  days after the date
hereof,  Buyer  shall  notify  Seller in  writing  if Buyer  desires to have the
current Station general manager enter into a retention  agreement (the "Retained
General Manager"). If so notified,  Seller shall use reasonable efforts to enter
into a retention  agreement  in the form of Exhibit F hereto  with the  Retained
General  Manager.  If within  nine (9)  months  after the  Closing  Date,  Buyer
terminates  the  employment  of  the  Retained  General  Manager,  Seller  shall
reimburse Buyer for any severance payments made by Buyer to the Retained General
Manager pursuant to his or her retention agreement; provided, however, that such
amount shall in no event exceed the Retained General  Manager's annual salary in
effect immediately prior to such Closing Date.

<PAGE>




                    (b) The parties hereto  acknowledge  and agree that prior to
Closing Date there will be only one (1) general  manager in the DMA. If a vacant
position  for the general  manager  position  shall occur prior to the  Closing,
Seller shall  consult  with Buyer prior to hiring a new general  manager to fill
such  position.  For each such new  general  manager  hired by Seller,  upon the
written  request of Buyer prior to the hiring of such  general  manager,  Seller
shall enter into a retention agreement with any such general manager in the form
attached hereto as Exhibit F and reimburse  Buyer for any severance  payments as
provided for in Section 8.4.8(a).


                    (c)  Buyer  acknowledges  and  agrees  that  if  Seller  has
reimbursed Buyer for any severance  obligations for any employee,  neither Buyer
nor any Affiliate of Buyer shall hire, employ or contract with any such employee
for a  period  of one  year  from the  date  Seller  has made the  reimbursement
payment.


         8.5.       Disclosure Schedules.

                    Seller and Buyer  acknowledge  and agree that  Seller  shall
have the right  from time to time  after  the date  hereof to update or  correct
solely Schedules 2.1.5,  2.1.6, 2.1.8, 2.1.9, and 3.17 attached hereto solely to
reflect  actions by Seller  after the date hereof  which are not  prohibited  by
Section 6.1 hereof.  The inclusion of any fact or item on a Schedule  referenced
by a particular  section in this  Agreement  shall,  should the existence of the
fact or item or its contents,  be relevant to any other section, be deemed to be
disclosed  with  respect  to  such  other  section  whether  or not an  explicit
cross-reference appears in the Schedules.


         8.6.       Bulk Sales Laws.

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


         8.7.       Tax Matters.

                    Seller and Buyer each represent, warrant, covenant and agree
with each other that for tax purposes the sale of Assets described herein is not
effective  until the Closing  Date.  Seller and Buyer agree that all Tax returns
and reports  shall be filed  consistent  with the sale of assets taking place on
the Closing Date.



<PAGE>






         8.8.       Preservation of Books and Records.

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


                                   ARTICLE 9.
                             CONDITIONS PRECEDENT TO
                           BUYER'S OBLIGATION TO CLOSE

                    The  obligations  of Buyer to  purchase  the  Assets  and to
proceed with the Closing are subject to the  satisfaction  (or waiver in writing
by Buyer) at or prior to the Closing of each of the following conditions:


         9.1.       Representations and Covenants.

                    The  representations  and  warranties of Seller made in this
Agreement  shall be true and correct on and as of the Closing Date with the same
effect as though such  representations and warranties had been made on and as of
the Closing Date  (except as modified by the  Schedules  updated  after the date
hereof in  accordance  with  Section  8.5 and  except  for  representations  and
warranties  that speak as of a specific date or time other than the Closing Date
(which need only be true and correct in all material respects as of such date or
time)),  and the covenants and agreements of Seller  required to be performed on
or before the Closing Date in accordance  with the terms of this Agreement shall
have been  performed in all  respects,  except to the extent that the failure of
such  representations  and  warranties to be true and correct and the failure to
perform such covenants shall not have, when considered together,  had a Material
Adverse Effect.


         9.2.       Delivery of Documents.

                    Seller  shall  have   delivered  to  Buyer  all   contracts,
agreements,  instruments  and  documents  required to be  delivered by Seller to
Buyer with respect to the Stations pursuant to Section 11.2.


         9.3.       FCC Order.

                    The FCC Order  shall have been  issued  with  respect to the
Stations.




<PAGE>




         9.4.       Hart-Scott-Rodino.

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


         9.5.       Legal Proceedings.

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



                                   ARTICLE 10.
                             CONDITIONS PRECEDENT TO
                          SELLER'S OBLIGATION TO CLOSE

                    The  obligations  of Seller to sell,  transfer,  convey  and
deliver  the  Assets  and  to  proceed  with  the  Closing  are  subject  to the
satisfaction (or waiver in writing by Seller) at or prior to the Closing of each
of the following conditions:


         10.1.      Consummation of the Merger.

                                The Merger under the Merger Agreement shall have
been consummated in accordance with its terms.


         10.2.      Representations and Covenants.

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


         10.3.      Delivery by Buyer.

                    Buyer shall have  delivered to Seller the Purchase Price and
all contracts, agreements, instruments and documents required to be delivered by
Buyer to Seller pursuant to Section 11.3.




<PAGE>




         10.4.      FCC Order.

                    The FCC Order  shall have been  issued  with  respect to the
Stations.


         10.5.      Hart-Scott-Rodino.

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


         10.6.      Legal Proceedings.

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


                                   ARTICLE 11.
                                     CLOSING


         11.1.      Closings.


                    11.1.1.  The Closing  hereunder shall be held for all of the
Stations  on a date  specified  by Seller  that is not later  than ten (10) days
after the date on which all of the FCC Orders for all of the Stations shall have
been issued (the "Closing Date").

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


         11.2.      Delivery by Seller.

                    At or before the Closing,  Seller shall deliver to Buyer the
following:

                    11.2.1.     Agreements and Instruments

                                The  following  bills of sale,  assignments  and
other instruments of transfer, dated as of the Closing Date and duly executed by
Seller:

                                (a)    the Bill of Sale;
                                (b)    the Assignment of FCC Licenses;
                                (c)    the Assignment of Contracts and Leases;
                                (d)    the Assumption Agreement;


<PAGE>



                                (e)    certificates of title with respect to the
                                       motor  vehicles  listed on Schedule 2.1.9
                                       or if any such motor  vehicles are leased
                                       by Seller,  an  assignment of such lease;
                                       and
                                (f)    special or limited warranty deeds for all
                                       Real Property owned by Seller in the form
                                       appropriate to the jurisdictions in which
                                       such Real Property is located.

                    11.2.2.     Consents.

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

                    11.2.3.     Certified Resolutions.

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

                    11.2.4.     Officers' Certificates.

                                (a)  A  certificate  of  Seller  certifying  the
matters set forth in Section 9.1; and

                                (b) A certificate of Seller as to the incumbency
of the  representatives  of Seller  executing this Agreement or any of the other
Seller Documents on behalf of Seller.

                    11.2.5.     Good Standing Certificates.

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

                    11.2.6.     Opinion of Counsel.

                                An   opinion   of   Hogan  &   Hartson   L.L.P.,
substantially in the form of Exhibit G hereto.




<PAGE>




         11.3.      Delivery by Buyer.

                    At or before the Closing,  Buyer shall deliver to Seller the
following:

                    11.3.1.     Purchase Price Payment.

                                The Purchase Price (less any amounts  previously
paid by Buyer to Seller  on the  Preliminary  Payment  Date) in the  amount  and
manner set forth in Section 2.

                    11.3.2.     Agreements and Instruments.

                                The Assumption  Agreement and other  instruments
of transfer, dated as of the Closing Date and duly executed by Buyer.

                    11.3.3.     Certified Resolutions.

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

                    11.3.4.     Officers' Certificate.

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

                                (b) A  certificate  signed by the  Secretary  of
Buyer as to the incumbency of the officers of Buyer  executing this Agreement or
any of the other Buyer Documents on behalf of Seller.

                    11.3.5.     Opinion of Counsel.

                                An opinion of Thomas & Libowitz, P.A., in a form
reasonably acceptable to Sellers.


                                   ARTICLE 12.
                            SURVIVAL; INDEMNIFICATION


         12.1.      Survival of Representations.

                                12.1.1.   Unless   otherwise  set  forth  herein
(including,   without  limitation,  Section  12.1.2),  all  representations  and
warranties, covenants and



<PAGE>



agreements of Seller and Buyer  contained in or made pursuant to this  Agreement
or in any certificate  furnished  pursuant hereto shall survive the Closing Date
and  shall  remain  in full  force  and  effect  to the  following  extent:  (a)
representations  and warranties shall survive for a period of twelve (12) months
after the Closing Date,  (b) the covenants and  agreements  which by their terms
survive  the  Closing  shall  continue  in full  force and  effect  until  fully
discharged  (but not beyond  the  expiration  of twelve  (12)  months  after the
Closing Date), and (c) any representation,  warranty, covenant or agreement that
is the subject of a claim which is asserted  in a  reasonably  detailed  writing
prior to the expiration of the survival period set forth in this Section 12.1.1,
shall survive with respect to such claim or dispute  until the final  resolution
thereof.

                    12.1.2.  Notwithstanding  Section 12.1.1, if the Preliminary
Payment shall have been received by Seller and the Closing shall have  occurred,
all representations, warranties, covenants and agreements of Seller with respect
to the  Stations  contained  in or made  pursuant  to this  Agreement  or in any
certificate furnished pursuant hereto shall survive the Preliminary Payment Date
and  shall  remain  in full  force  and  effect  to the  following  extent:  (a)
representations  and warranties with respect to the Stations shall survive for a
period  of twelve  (12)  months  after the  Preliminary  Payment  Date,  (b) the
covenants and  agreements  relating to the Stations which by their terms survive
the  Preliminary  Payment  Date,  shall  continue in full force and effect until
fully  discharged (but not beyond the expiration of twelve (12) months after the
Closing Date), and (c) any representation,  warranty, covenant or agreement that
is the subject of a claim which is asserted  in a  reasonably  detailed  writing
prior to the expiration of the survival period set forth in this Section 12.1.1,
shall survive with respect to such claim or dispute  until the final  resolution
thereof.

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


         12.2.      Indemnification by Seller.

                    Subject to the conditions and provisions of Section 12.4 and
Section  12.5,  from and after the Closing  Date,  Seller  agrees to  indemnify,
defend and hold harmless  Buyer from and against and in any respect of, on a net
after-tax basis,  any and all Losses,  asserted  against,  resulting to, imposed
upon or incurred by Buyer,  directly or  indirectly,  by reason of or  resulting
from: (a) any failure by Seller to pay, perform or discharge any Liabilities not
assumed by Buyer pursuant hereto; (b) the business or operations of the Stations
during the period  prior to the  Closing  Date  (except to the extent  Buyer has
assumed the Liability for any such Losses pursuant hereto);  provided,  however,
that (i) if the  Preliminary  Payment shall have been received by Seller and the
Closing shall have occurred,  Seller's  indemnification  obligations  under this
clause (b) with respect to the Stations shall



<PAGE>



be  limited  to the  period  prior  to the  Preliminary  Payment  Date;  (c) any
misrepresentation  or breach of the  representations  and  warranties  of Seller
contained in or made  pursuant to this  Agreement or any other Seller  Document;
(d) any  breach by  Seller  of any  covenants  of  Seller  contained  in or made
pursuant to this Agreement or any other Seller  Document;  or (e) the failure of
Seller to comply with the provisions of any applicable bulk transfer law.


         12.3.      Indemnification by Buyer.

                    Subject to the conditions and provisions of Section 12.4 and
Section 12.5, from and after the Closing Date, Buyer hereby agrees to indemnify,
defend and hold  harmless  Seller  from,  against and with  respect of, on a net
after-tax basis,  any and all Losses,  asserted  against,  resulting to, imposed
upon or incurred by Seller,  directly or  indirectly,  by reason of or resulting
from:  (a) any failure by Buyer to pay,  perform or  discharge  any  Liabilities
assumed by Buyer pursuant hereto; (b) the business or operations of the Stations
during the period from and after the Closing Date; (c) any  misrepresentation or
breach of the  representations  and  warranties  of Buyer  contained  in or made
pursuant to this  Agreement  or any other Buyer  Document;  or (d) any breach by
Buyer of any covenants of Buyer  contained in or made pursuant to this Agreement
or any other Buyer Document.  Notwithstanding the foregoing,  if the Preliminary
Payment shall have been received by Seller and the Closing shall have  occurred,
Buyer's indemnification  obligations under this Section 12.3 with respect to the
Stations shall be from and after the Preliminary Payment Date, and, for purposes
of clause (b) of this Section  12.3,  shall be for the period from and after the
Preliminary Payment Date.


         12.4.      Limitations on Indemnification.

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

                    12.4.2.   Notwithstanding   any  other   provision  of  this
Agreement to the contrary,  the Heritage Sellers (taken as a whole) shall not be
liable to Buyer in respect of any indemnification hereunder except to the extent
that (a) the aggregate  amount of Losses of Buyer under this Agreement and under
the  Multi-Stations  Agreement  (taken as a whole)  exceeds One Million  Dollars
($1,000,000)  (the "Basket  Amount"),  and then only to the extent of the excess
over  the  amount  of Five  Hundred  Thousand  Dollars  ($500,000),  and (b) the
aggregate  amount  of  Losses  of Buyer  under  this  Agreement  and  under  the
Multi-Stations  Agreement  (taken as a whole) is less than  Twelve  Million  Six
Hundred Thousand Dollars ($12,600,000)



<PAGE>



(the  "Indemnity  Cap");  provided,  however,  the  Basket  Amount  shall not be
applicable  to any amounts  owed in  connection  with the  determination  of the
Proration  Amount  pursuant  to  Section  2.7,  or  to  Seller's   reimbursement
obligations under Section 8.4.8.

                    12.4.3.   Notwithstanding   any  other   provision  of  this
Agreement  to the  contrary,  and  except for  remedies  that Buyer may have for
Seller's  fraud,  which remedies shall not be limited,  Buyer  acknowledges  and
agrees that the maximum aggregate  liability of the Heritage Sellers (taken as a
whole) pursuant to this Agreement and the  Multi-Stations  Agreement (taken as a
whole) to Buyer and any third  parties  for any and all Losses  shall not exceed
the Indemnity Cap, regardless of whether Buyer seeks indemnification pursuant to
this Article 12, regardless of the form of action,  whether in contract or tort,
including negligence,  and regardless of whether or not the Heritage Sellers are
notified of the possibility of damages to Buyer or any other third party.

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


         12.5.      Conditions of Indemnification.

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

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

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

                    12.5.3.    In  the event that  the Indemnifying  Party shall
elect not to undertake such defense,  or, within a reasonable  time after notice
from the

<PAGE>




Indemnified  Party of any such  Losses,  shall fail to defend,  the  Indemnified
Party (upon further  written  notice to the  Indemnifying  Party) shall have the
right to undertake the defense,  compromise  or  settlement  of such Losses,  by
counsel or other  representatives of its own choosing,  on behalf of and for the
account  and  risk  of the  Indemnifying  Party  (subject  to the  right  of the
Indemnifying  Party to  assume  defense  of such  Losses  at any  time  prior to
settlement,  compromise  or final  determination  thereof).  In such event,  the
Indemnifying  Party shall pay to the Indemnified Party, in addition to the other
sums  required  to be paid  hereunder,  the costs and  expenses  incurred by the
Indemnified  Party in connection with such defense,  compromise or settlement as
and when such costs and expenses are so incurred.


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


         12.6.      Cure of Breach.

                    Notwithstanding any other provision of this Agreement to the
contrary,  a breach by Seller of any representations and warranties or a failure
to perform any covenant or agreement  hereunder  may be cured by Seller prior to
the Closing  Date or the  Preliminary  Payment Date (a) by reducing the Purchase
Price in an amount equal to the Losses to Buyer  caused by such  breach,  (b) by
making  payment to a third party or taking other action to discharge the Losses,
(c) by  placing  an amount  equal to the  Losses in an escrow  account  under an
escrow  arrangement  reasonably  satisfactory  to  Seller  and  Buyer,  or (d) a
combination of

<PAGE>




the foregoing. If the foregoing actions fully cure the breach, Seller shall have
no obligation under Section 12.2 or otherwise to indemnify Buyer with respect to
the Losses  caused by such breach;  if such actions  partially  cure the breach,
Seller  shall  continue to have an  obligation  under  Section 12.2 to indemnify
Buyer with respect to the remaining portion of the Losses caused by such breach.



                                   ARTICLE 13.
                                   TERMINATION


         13.1.      Termination by the Parties.

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

                    13.1.1.     the mutual consent of Seller and Buyer;

                    13.1.2.  Seller in  accordance with,  and subject  to,   the
terms and conditions of Section 14.1, and Buyer in accordance  with, and subject
to, the terms and conditions of Section 14.2;

                    13.1.3.  either  Buyer or Seller  in  accordance  with,  and
subject to the terms and conditions of Section 8.2; provided, that a termination
pursuant to this Section 13.1.3 shall only terminate this Agreement with respect
to the Station for which such termination applies under Section 8.2; and

                    13.1.4   Buyer  (a)  if  the  Merger  shall  not  have  been
consummated  on or prior to December 30, 1997, (b) if the Merger shall have been
rejected by the HMC  stockholders  at the meeting held for the purpose of voting
on the Merger or (c) any action  has been  taken by any  Governmental  Authority
which will preclude the  consummation  of the Merger on or prior to December 30,
1997


         13.2.      Automatic Termination.

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


         13.3.      Effect of Termination.

                    13.3.1.  In  the  event  this  Agreement  is  terminated  as
provided in Sections  13.1.1,  13.1.3,  13.1.4 and 13.2, Buyer shall receive the
immediate return of the Allocable Deposit (except,  in the case of a termination
pursuant to Section  13.1.3,  only that portion of the Deposit  allocable to the
Station  with  respect to which this  Agreement  is  terminated  and only to the
extent that such portion of

<PAGE>




the Deposit may be released  pursuant to Section 8.2);  this Agreement  shall be
deemed  null,  void and of no further  force or effect,  and the parties  hereto
shall be released from all future obligations hereunder; provided, however, that
the  obligations  of Buyer and Seller set forth in  Sections  6.3 and 7.1 (which
relate to  confidentiality),  and  Section  15.3  (which  relates  to payment of
certain  expenses),  shall survive such termination and the parties hereto shall
have any and all  remedies  to enforce  such  obligations  provided at law or in
equity or otherwise (including, without limitation, specific performance).


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


                                   ARTICLE 14.
                                    REMEDIES


         14.1.      Default by Buyer.

                    14.1.1.  If Buyer shall  default in the  performance  of its
obligations under this Agreement in any material respect and such default is not
cured within  thirty (30) days after notice  thereof,  and provided  that Seller
shall not then be in material default in the performance of Seller's obligations
hereunder,  Seller shall be entitled,  by written notice to Buyer,  to terminate
this Agreement,  and as Seller's sole and exclusive remedy under this Agreement,
to receive the Allocable Deposit (without set-off, deduction or counterclaim) as
liquidated  damages,  and upon such payment Buyer shall be  discharged  from all
further liability under this Agreement.

                    14.1.2. In addition to and notwithstanding the provisions of
Section  14.1.1,  if  Buyer  shall  default  in  the  performance  of any of its
obligations in any respect in Section 2.6 (it being  understood that Buyer shall
have no right to cure any  default  under  such  section  or any  other  payment
default hereunder), Seller shall, as Seller's sole and exclusive remedies and as
liquidated  damages,  be (a) entitled,  by written notice to Buyer, to terminate
Seller's obligation to sell the Stations to Buyer and to immediately receive the
Allocable  Deposit (without  set-off,  deduction or counterclaim) as provided in
Section  2.6  hereof,  and (b)  entitled  to take all such other  actions as are
provided in Section 2.6 hereof (including,  without  limitation,  conducting the
Makewell Sale). Seller shall have the rights set forth in

<PAGE>




this Section 14.1.2  regardless of whether Seller shall then be in breach of any
representations, warranties, covenants or agreements herein.



         14.2.      Default by Seller.

                    If Seller  shall  default  in the  performance  of  Seller's
obligations  under this  Agreement,  and such default is not cured within thirty
(30) days after notice thereof and such default has had or is reasonably  likely
to have a Material Adverse Effect,  and provided that Buyer shall not then be in
material  default in the  performance of Buyer's  obligations  hereunder,  Buyer
shall be entitled, by written notice to Seller, to terminate this Agreement,  to
receive the immediate return of the Allocable Deposit,  and upon consummation of
the  Merger,  to  pursue  any  other  remedies  Buyer has at law or in equity or
otherwise. In furtherance of the foregoing, Buyer shall have no recourse against
Seller until the Merger shall have been consummated.


         14.3.      Liquidated Damages.

                    Seller  and  Buyer  have  provided  for  the  amount  of the
Allocable Deposit and the Makewell Payment to be liquidated  damages as a remedy
for Seller after having  considered  carefully the  anticipated and actual harms
and losses that would be incurred  if Buyer  defaults  and thus fails to perform
its  obligations  to consummate the  transactions  contemplated  hereunder,  the
difficulty of  ascertaining  at this time the actual amount of damages,  special
and general,  that Seller will suffer in such event,  and the  inconvenience  or
nonfeasibility  of  otherwise  obtaining  an  adequate  remedy  in  such  event;
provided,  that the foregoing shall not be deemed to limit Buyer's obligation to
make, and Seller's right to receive,  the Makewell  Payment  hereunder which, to
the  extent  obligated  pursuant  hereto,  shall,  together  with the  Allocable
Deposit,  constitute  Seller's  sole and  exclusive  remedies  hereunder  and as
liquidated damages.


                                   ARTICLE 15.
                               GENERAL PROVISIONS


         15.1.      Additional Actions, Documents and Information.

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

<PAGE>




executed,  delivered and filed such further documents and instruments and obtain
such consents,  as may be reasonably  requested by Buyer in connection  with the
consummation of the purchase and sale contemplated by this Agreement.



         15.2.      Brokers.

                    Seller  represents  to Buyer that,  except for the brokerage
fees payable to Seller's  Broker  (which fees are solely the  responsibility  of
Seller),  Seller has not  engaged,  or incurred  any unpaid  liability  (for any
brokerage fees, finders' fees,  commissions or otherwise) to, any broker, finder
or agent in connection  with the  transactions  contemplated  by this Agreement;
Buyer  represents  to Seller that Buyer has not engaged,  or incurred any unpaid
liability (for any brokerage fees, finders' fees,  commissions or otherwise) to,
any broker, finder or agent in connection with the transactions  contemplated by
this  Agreement;  and Seller  agrees to  indemnify  Buyer,  and Buyer  agrees to
indemnify Seller,  against any claims asserted against the other parties for any
such fees or commissions by any person purporting to act or to have acted for or
on behalf of the indemnifying party. Notwithstanding any other provision of this
Agreement,  this  representation  and warranty shall survive the Closing without
limitation  and shall not be subject to the Basket  Amount  contained in Section
12.4.


         15.3.      Expenses and Taxes.

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


         15.4.      Notices.

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

<PAGE>




                           If to Buyer:


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

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

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

                           If to Seller:

                                    Heritage Media Corporation
                                    13355 Noel Road
                                    Suite 1500
                                    Dallas, Texas  75240
                                    Attn:   David N. Walthall
                                    Fax:    (972) 702-7382

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

                                    Crouch & Hallett, L.L.P.
                                    717 North Harwood
                                    14th Floor
                                    Dallas, Texas  75201
                                    Attn:   Bruce H. Hallett, Esq.
                                    Fax:    (214) 453-3154
                           and to:

                                    The News Corporation Limited
                                    c/o News America Publishing Incorporated
                                    1211 Avenue of the Americas
                                    New York, New York  10036
                                    Attn:   Arthur M. Siskind, Esq.
                                    Fax:    (212) 768-2029


<PAGE>



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

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

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

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


         15.5.      Waiver.

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


         15.6.      Benefit and Assignment.

                    15.6.1.  No party  hereto shall  assign this  Agreement,  in
whole or in part,  whether by operation of law or  otherwise,  without the prior
written consent of the other party hereto and any purported  assignment contrary
to the terms  hereof shall be null,  void and of no force and effect;  provided,
however,  that  the  parties  hereto  acknowledge  and  agree  that  none of the
transactions  contemplated  under the Transfer  Agreement or the Trust Agreement
shall constitute an assignment, in whole or in part, of any of the terms of this
Agreement;  provided  further,  however,  Buyer shall be  entitled,  without the
consent of Seller, to assign its rights and interests  hereunder (in whole or in
part as to any  Station)  to any  direct or  indirect  wholly-owned  subsidiary;
provided,  however,  that Buyer gives  Seller  written  notice  thereof and such
assignee shall be responsible for all representations, covenants

<PAGE>




and  agreements of Buyer  hereunder as if such assignee was a party hereto,  and
that any such assignment shall not relieve Buyer of any Liabilities hereunder.


                    15.6.2.  Seller acknowledges and agrees that at the Closing,
Buyer may  require  that  Seller  transfers  the Assets and  Liabilities  of the
Stations to a third party designated in writing by Buyer (a "Designee") at least
ten (10) days prior to the Closing;  provided,  however,  that (a) such Designee
shall on or prior to the Closing Date assume all Assumed Liabilities; (b) an FCC
Order shall have been issued on or prior to the Closing  Date  authorizing  such
transfer;  (c) the transfer to such Designee would not violate any Laws, (d) the
transfer  to such  Designee  would  not  delay in any  respect  the date for the
Closing as required  by the terms of this  Agreement;  (e) the  transfer to such
Designee  shall not relieve  Buyer from any of its  obligations  hereunder;  (f)
there shall be no assignment or transfer  (actual or implied) of this  Agreement
to such  Designee;  (g) Seller shall have no  Liabilities  or obligations to any
such Designee under this Agreement,  any Seller  Document or otherwise;  and (h)
such Designee shall deliver to Seller a written  certificate,  pursuant to which
the Designee  acknowledges and agrees for the benefit of Seller to the terms and
conditions of the designation as described  herein.  The parties shall cooperate
in all reasonable  respects in making any modifications to the closing documents
and  deliveries  that may be necessary or  appropriate  in  connection  with the
transfer of Assets and  Liabilities of the Stations to any Designee  pursuant to
this Section 15.6.2.

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


         15.7.      Entire Agreement; Amendment.

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




<PAGE>




         15.8.      Severability.

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


         15.9.      Headings.

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


         15.10.     Governing Law.

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


         15.11.     Signature in Counterparts.

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



<PAGE>






H&H Final
\\\MC - 61599/8 - 0048956.05
                    IN WITNESS WHEREOF,  each of the parties hereto has executed
this Asset Purchase Agreement, or has caused this Asset Purchase Agreement to be
duly  executed and  delivered  in its name on its behalf,  all as of the day and
year first above written.

                                       HERITAGE BROADCASTING GROUP, INC.



                                       By: /s/ David N. Walthall
                                          ------------------------------------
                                          Name: David N. Walthall
                                          Title: President and Chief Executive
                                                  Officer



                                       SINCLAIR BROADCAST GROUP, INC.



                                       By: /s/ David Smith
                                          ------------------------------------
                                          Name: David Smith
                                          Title:   President


<PAGE>

                                   ANNEX I-11

                                     ANNEX I
                                   DEFINITIONS


                  "Account  Sale" shall mean a sale of the  Stations for Buyer's
account and benefit on terms and conditions and to such buyer or buyers approved
in  writing  by  Buyer  (which  approval  shall  not be  unreasonably  withheld,
conditioned or delayed);  provided,  however,  there shall be no survival of any
representations,  warranties,  covenants or  agreements  by Seller in connection
with any such sale,  nor any  indemnification  available to any buyer in respect
thereof from and after the closing of any such sale other than such survival and
indemnification to the extent set forth in Article 12 hereof.

                  "Accounting Firm"  shall have the meaning set forth in Section
2.7.3.

                  "Accounts  Receivable" means all cash accounts receivable with
respect to the Stations as of the end of the broadcast day immediately preceding
the Closing  Date;  provided,  however,  that if Seller shall have  received the
Preliminary  Payment,  the Accounts  Receivable  for the Stations shall mean all
cash  accounts  receivable  with  respect to the  Stations  as of the end of the
broadcast day immediately preceding the Preliminary Payment Date.

                  "Additional  Agreements"  shall have the  meaning set forth in
Section 6.1.6.

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

                  "Allocable  Deposit"  shall  have  the  meaning  set  forth in
Section 2.5.1.

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



<PAGE>



                  "Appraisal  Firm"  shall have the meaning set forth in Section
2.8.3.

                  "Appraisal Report" shall have the meaning set forth in Section
2.8.3.

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

                  "Assignment  of  Contracts  and  Leases"  means  that  certain
Assignment of Contracts and Leases, dated as of the Closing Date and executed by
Seller, substantially in the form attached hereto as Exhibit D.

                  "Assignment of FCC Licenses" means that certain  Assignment of
FCC Licenses, dated as of the Closing Date and executed by Seller, substantially
in the form attached hereto as Exhibit C.

                  "Assumed  Liabilities"  shall  have the  meaning  set forth in
Section 2.9.2.

                  "Assumption   Agreement"   means   that   certain   Assumption
Agreement,   dated  the  Closing   Date  and   executed  by  Buyer  and  Seller,
substantially in the form attached hereto as Exhibit E.

                  "Balance  Sheet"  shall have the  meaning set forth in Section
3.5.1.

                  "Base  Purchase  Price"  shall have the  meaning  set forth in
Section 2.4.

                  "Basket  Amount"  shall have the  meaning set forth in Section
12.4.2.

                  "Benefit   Arrangement"   means   any   benefit   arrangement,
obligation,  custom, or practice, whether or not legally enforceable, to provide
benefits,  other than salary, as compensation for services rendered,  to present
or former directors,  employees, agents, or independent contractors,  other than
any  obligation,  arrangement,  custom or  practice  that is a Plan,  including,
without limitation,  employment agreements, executive compensation arrangements,
incentive  programs or  arrangements,  sick leave,  vacation pay,  plant closing
benefits, salary continuation for disability,  consulting, or other compensation
arrangements,  workers' compensation,  retirement, deferred compensation, bonus,
stock option or purchase,  hospitalization,  medical insurance,  life insurance,
tuition  reimbursement or scholarship  programs,  perquisite,  company cars, any
plans subject to Code Section 125, and any plans providing  benefits or payments
in the  event  of a  change  of  control,  change  in  ownership,  or  sale of a
substantial  portion  (including all or substantially  all) of the assets of any
business or portion thereof,  in each case with respect to any present or former
employees, directors, or agents.

                  "Benefit  Plans"  shall have the  meaning set forth in Section
3.14.1.



<PAGE>



                  "Bill of Sale" means that certain Bill of Sale and  Assignment
of Assets, dated as of the Closing Date and executed by Seller, substantially in
the form attached hereto as Exhibit B.

                  "Buyer  Documents" shall mean,  collectively,  this Agreement,
the Deposit Escrow Agreement and the Assumption Agreement.

                  "Buyer's  Plan"  shall have the  meaning  set forth in Section
8.4.5.

                  "Closing" means a closing of the purchase, assignment and sale
of Assets contemplated hereunder.

                  "Closing  Date"  shall have the  meaning  set forth in Section
11.1.1.

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

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

                  "Cost of  Carry"  shall  be  equal to the sum of all  expenses
incurred, or liabilities  reasonably assumed or discharged,  by Seller or any of
its  Affiliates,  in connection  with the business or operation of the Stations,
including  any Taxes,  professional  fees and  expenses,  payments to employees,
agents,  customers,  vendors of the  Stations  and capital  expenditures  in the
Ordinary  Course of  Business  in respect  of the  Stations  during any  Interim
Period.  For purposes of computing any Taxes  relevant to the  determination  of
Cost of  Carry,  Seller  and  its  Affiliates  shall  each  be  assumed  to be a
corporation  that is fully  taxable on all of its income or gains at the highest
applicable marginal rates for the Taxes at issue.

                  "Current  Balance Sheet Date" shall have the meaning set forth
in Section 3.5.2.

                  "Deferred  Contract"  shall  have  the  meaning  set  forth in
Section 6.2.9.

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

                  "Deposit Escrow Agent" means Citibank, N.A.

                  "Deposit Escrow Agreement" means that certain Escrow Agreement
dated as of the date hereof by and among Buyer,  Heritage Sellers,  News America
Publishing  Incorporated  and the Deposit Escrow Agent, in the form of Exhibit A
attached hereto.



<PAGE>



                  "Deposit Release Date" shall have the meaning set forth in the
Multi-Stations Agreement.

                  "Designated  Properties"  shall have the  meaning set forth in
Section 6.2.9.

                  "Designee" shall have the meaning set forth in Section 15.6.2.

                  "Disposition  Expenses" shall mean all costs,  fees,  expenses
and other amounts incurred or payable,  directly or indirectly,  by Seller,  the
Trustee  and/or  News  Corp.  (or any  Affiliate  of Seller or News  Corp.),  in
connection with the disposition of the Stations pursuant to an Account Sale or a
Makewell  Sale,  including,   without  limitation,  (i)  all  reasonable  legal,
accounting,  brokerage and other  professional fees, costs and expenses incurred
for the benefit of any such Person, (ii) all Taxes payable by any such Person or
the Stations, including, without limitation, sales and transfer taxes applicable
to,  imposed upon or arising out of such Account Sale or Makewell  Sale,  as the
case may be, or (iii)  all  filing,  registration  and  other  similar  fees and
expenses paid by or on behalf of any such Person, including, without limitation,
any  such  fees  and  expenses  paid  pursuant  to  Hart-Scott-Rodino   and  the
Communications Act or the rules,  regulations,  policies of the FTC and the FCC.
For purposes of computing any Taxes relevant to the determination of Disposition
Expenses,  Seller,  the Trustee and/or News Corp. (or any Affiliate of Seller or
News Corp.) shall each be assumed to be a  corporation  that is fully taxable on
all of its  income or gains at the  highest  applicable  marginal  rates for the
Taxes at issue.

                  "DMA" means the  designated  market  area for the  Stations as
determined by the A.C. Nielsen Co.

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

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



<PAGE>



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

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

                  "Excluded  Assets" shall have the meaning set forth in Section
2.2.

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

                  "FCC" means the Federal Communications Commission.

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

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

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

                  "Final  Proration  Amount" shall have the meaning set forth in
Section 2.7.3.

                  "FTC" means the Federal Trade Commission.

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

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

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

                  "Hazardous  Materials"  means  any  wastes,   substances,   or
materials (whether solids,  liquids or gases) that are deemed hazardous,  toxic,
pollutants, or contaminants, including without limitation, substances defined as
"hazardous



<PAGE>



wastes," "hazardous substances," "toxic substances," "radioactive materials," or
other similar  designations  in, or otherwise  subject to regulation  under, any
Environmental Laws.

                  "Heritage  Sellers"  means the Seller  and the  Multi-Stations
Sellers.

                  "Heritage Stations" means the Stations and the Multi-Stations.

                  "Indemnified  Party" and  "Indemnifying  Party" shall have the
respective meanings set forth in Section 12.5.1.

                  "Indemnity  Cap" shall have the  meaning  set forth in Section
12.4.2.

                  "Intellectual  Property"  shall have the  meaning set forth in
Section 2.1.4.

                  "Interim  Period"  shall have the meaning set forth in Section
2.6.4.

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

                  "Leased  Property" shall have the meaning set forth in Section
2.1.2(b).

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

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

                  "Makewell Closing" shall have the meaning set forth in Section
2.6.2.

                  "Makewell Payment" shall have the meaning set forth in Section
2.6.2.



<PAGE>



                  "Makewell  Sale"  shall have the  meaning set forth in Section
2.6.1.

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

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

                  "Merger  Agreement"  shall have the  meaning  set forth in the
Recitals.

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

                  "Multi-Stations  Agreement"  means that certain Asset Purchase
Agreement dated as of the date hereof by and between the Multi-Stations  Sellers
and the Buyer pursuant to which the  Multi-Stations  Sellers has agreed to sell,
and the Buyer has agreed to purchase the Multi-Stations.

                  "Multi-Stations   Sellers"  means   WEAR-TV,   LTD.,  an  Iowa
corporation, ROLLINS TELECASTING, INC., a Delaware corporation, WNNE-TV, INC., a
Vermont  corporation,  KOKH, INC., a Delaware  corporation,  WCHS, LTD., an Iowa
corporation,  WVAE-FM,  INC.,  an  Iowa  corporation,  KCFX-FM,  INC.,  an  Iowa
corporation,  HERITAGE-WISCONSIN  BROADCASTING  CORP., a Wisconsin  corporation,
KKSN,  INC., a Delaware  corporation,  WBBF, INC., a New York  corporation,  WIL
MUSIC, INC., a Missouri corporation and KIHT-FM, INC., a Missouri corporation.

                  "Multi-Stations"  means  the  following:  (i)  the  television
broadcast stations WEAR-TV, Channel 3, Pensacola,  Florida, WFGX-TV, Channel 35,
Pensacola,  Florida,  WPTZ-TV, Channel 5, North Pole, New York, WFFF-TV, Channel
44, North Pole,  New York,  WNNE-TV,  Channel 31,  Hartford,  Vermont,  KOKH-TV,
Channel 25, Oklahoma City, Oklahoma,  and WCHS-TV,  Channel 8, Charleston,  West
Virginia, and (ii) the radio broadcast stations WGH(FM), Newport News, Virginia,
WGH(AM),  Newport News,  Virginia and  WVCL(FM),  Norfolk,  Virginia;  KXTR(FM),
Kansas City, Missouri,  KCFX-FM,  Harrisonville,  Missouri,  KCIY(FM),  Liberty,
Missouri, KCAZ(AM), Mission, Kansas and KQRC(FM), Leavenworth, Kansas; WEMP(AM),
Milwaukee,  Wisconsin,  WMYX(FM), Milwaukee,  Wisconsin and WAMG(FM), Wauwatosa,
Wisconsin; KKSN(AM),



<PAGE>



Vancouver,  Washington,  KKSN-FM,  Salem,  Oregon and  KKRH-FM,  Salem,  Oregon;
WBBF(AM),   Rochester,  New  York,  WBEE-FM,   Rochester,  New  York,  WKLX(FM),
Rochester,  New York and WQRV(FM),  Avon,  New York;  and  WRTH(AM),  St. Louis,
Missouri, WIL-FM, St. Louis, Missouri; and KIHT(FM), St. Louis, Missouri.

                  "Operating  Contracts"  shall  have the  meaning  set forth in
Section 2.1.8.

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

                  "Permitted Encumbrances" means (a) Encumbrances of a landlord,
or other statutory lien not yet due and payable,  or a landlord's  liens arising
in the Ordinary Course of Business,  (b) Encumbrances arising in connection with
equipment or  maintenance  financing  or leasing  under the terms of the Station
Contracts  set forth on the Schedules  which have been made  available to Buyer,
(c)  Encumbrances  arising  pursuant to the terms of leases on Real  Property or
Leased  Property as set forth on  Schedule  2.1.1 and  Schedule  2.1.8 which are
subject to any lease or sublease to a third party,  (d)  Encumbrances  for Taxes
not yet due and  payable  or which  are  being  contested  in good  faith and by
appropriate proceedings if adequate reserves with respect thereto are maintained
on Seller's books in accordance with generally accepted  accounting  principles,
(e)  Encumbrances  that do not  materially  detract from the value of any of the
Assets or materially  interfere  with the use thereof as currently  used, or (f)
those Encumbrances on Schedule 3.8.

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

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



<PAGE>



                  "Preliminary Payment Date" shall have the meaning set forth in
Section 2.6.3.

                  "Preliminary  Payment"  shall  have the  meaning  set forth in
Section 2.6.1.

                  "Program  Contracts"  shall  have  the  meaning  set  forth in
Section 2.1.5.

                  "Proration Amount" shall have the meaning set forth in Section
2.7.1.

                  "Proration  Items"  shall mean any power and utility  charges,
business and license fees (including retroactive adjustments thereof), sales and
service  charges,  commissions,  special  assessments,  and rental  payments and
personal  and  real  estate  Taxes  and  assessments  with  respect  to the Real
Property,  taxes  (except  for Taxes  arising  from the  transfer  of the Assets
hereunder),  deposits, Trade-out Agreements, accrued vacation, unused sick leave
and other similar  prepaid and deferred items and any other  operating  expenses
incurred in the  Ordinary  Course of Business  (except  with  respect to Program
Contracts,  only those  payments  due and payable  during the month in which the
Closing occurs shall be prorated).  The parties acknowledge and agree that there
shall be excluded from Proration Items the following: (a) severance pay relating
to any  employee of Seller who shall have been  terminated  prior to the Closing
Date,  and (b) any  Liabilities  not being assumed by Buyer in  accordance  with
Section 2.10.

                  "Purchase  Price"  shall have the meaning set forth in Section
2.4.

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

                  "Real  Property"  shall have the  meaning set forth in Section
2.1.2(a).

                  "Restricted  Contracts"  shall have the  meaning  set forth in
Section 6.2.9.

                  "Retained General Manager" shall have the meaning set forth in
Section 8.4.8.

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



<PAGE>



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

                  "Seller Tax Returns" means all federal,  state, local, foreign
and other applicable Tax returns, declarations of estimated Tax reports required
to be filed by any of Seller  (without regard to extensions of time permitted by
law or otherwise).

                  "Seller's  Broker" means Allen & Company  Incorporated  and RP
Companies, Inc.

                  "Seller's  Plan"  shall have the  meaning set forth in Section
8.4.5.

                  "Stations'  Cash  Flow"  shall have the  meaning  set forth in
Section 2.6.4.

                  "Station  Contracts"  shall  have  the  meaning  set  forth in
Section 2.1.8.

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

                  "Subject  Party"  shall mean the  Seller,  the  Trustee,  News
Corp., any Affiliate of News Corp., HMI Broadcasting Corporation, Heritage Media
or the Merger Sub.

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

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

                  "Time  Sales  Agreements"  shall have the meaning set forth in
Section 2.1.7.

                  "Trade-out  Agreements"  shall have the  meaning  set forth in
Section 2.1.6.

                  "Transfer  Taxes"  shall have the meaning set forth in Section
15.3.



<PAGE>



                  "Transferred  Employees"  shall have the  meaning set forth in
Section 8.4.1.

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