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Time Brokerage Agreement - KRRT Inc. and River City Broadcasting LP

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                            TIME BROKERAGE AGREEMENT


                                       for


                           KRRT (TV), KERRVILLE, TEXAS



                                     Between


                                   KRRT, INC.

                                       and


                          RIVER CITY BROADCASTING, L.P.



<PAGE>





                                                 TABLE OF CONTENTS
                                                 -----------------

                                                                                 PAGE


TIME BROKERAGE AGREEMENT............................................................2
         Section 1 Lease of Station Air Time........................................2
                  1.1      Representations. ........................................2
                  1.2      Term.....................................................2
                  1.3      Scope....................................................2
                  1.4      Option to Renew..........................................2
                  1.5      Consideration............................................3
                  1.6      Licensee Operation of Station. ..........................3
                  1.7      Licensee Representations, Warranties and Covenants.......5
                  1.8      Programmer Responsibility................................6
                  1.9      Contracts................................................6
                  1.10     Use of Station's Studios.................................7
         Section 2 Station Public Service Obligations...............................7
                  2.1      Licensee Authority.......................................7
                  2.2      Additional Licensee Obligations..........................7
                  2.3      Regulatory Disputes......................................9
                  2.4      Responsibility for Employees and Expenses................9
         Section 3 Station Programming Policies....................................11
                  3.1      Broadcast Station Programming Policy Statement..........11
                  3.2      Licensee Control of Programming.........................12
                  3.3      Programmer Compliance with Copyright Act................12
                  3.4      Sales. .................................................12
                  3.5      Children's Television Advertising.......................13
                  3.6      Payola. ................................................13
                  3.7      Cooperation on Programming..............................13
         Section 4 Indemnification.................................................14
                  4.1      Programmer's Indemnification............................14
                  4.2      Licensee's Indemnification..............................15
                  4.3      Procedure...............................................15
                  4.4      Time Brokerage Challenge................................15
         Section 5 Access to Programmer Materials and Correspondence...............16
                  5.1      Confidential Review.....................................16
                  5.2      Political Advertising...................................16
         Section 6 Termination and Remedies Upon Default...........................17
                  6.1      Right of Termination....................................17
                  6.2      Termination Requirements and Procedures.................18
                  6.3      Force Majeure...........................................18
         Section 7 Miscellaneous...................................................19
                  7.1      Assignment.  ...........................................19

                                        i

<PAGE>



                  7.2      Call Letters.  .........................................19
                  7.3      Counterparts. ..........................................19
                  7.4      Entire Agreement........................................19
                  7.5      Taxes...................................................19
                  7.6      Headings. ..............................................20
                  7.7      Governing Law. .........................................20
                  7.8      Notices. ...............................................20
                  7.9      Invalidity. ............................................22
                  7.10     Mandatory Carriage/Retransmission Consent Election. ....22


                                       ii

<PAGE>



                              Table of Attachments
                              --------------------


Attachment 1.5                      Schedule of Operating Expenses and Other
                                    Payments by Programmer

Attachment 1.9                      Programming Contracts Assumed

Attachment 3.1                      Broadcast Station Programming Policy
                                    Statement

Attachment 3.6                      Payola Affidavit



                                       iii

<PAGE>


                            TIME BROKERAGE AGREEMENT
                            ------------------------



     TIME BROKERAGE  AGREEMENT,  made this 3 day of August, 1995, by and between
KRRT, Inc., a Texas  corporation  (the "Licensee") and River City  Broadcasting,
L.P., a Delaware limited partnership (the "Programmer").
                    
     WHEREAS  Licensee has acquired  Television  Station  KRRT(TV) ,  Kerrville,
Texas (the  "Station")  from  Paramount  Stations  Group of  Kerrville  Inc. and
Paramount Stations Group Inc.;

     WHEREAS  Programmer  is  experienced  in television  station  ownership and
operation  and is the  licensee of  Television  Station  KABB(TV),  San Antonio,
Texas;

     WHEREAS Licensee wishes to retain Programmer to provide programming for the
Station that is in  conformity  with Station  policies and  procedures,  Federal
Communications Commission ("FCC") policies for time brokerage arrangements,  and
the provisions hereof;

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

     WHEREAS  Programmer  and  Licensee  agree to  cooperate  to make  this Time
Brokerage  Agreement  work to the benefit of the public and both  parties and as
contemplated in this Agreement;


<PAGE>



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

                                    Section 1
                                    ---------

                            Lease of Station Air Time

                  1.1  Representations.  Both Licensee and Programmer  represent
that  they  are  legally  qualified,  empowered  and  able to  enter  into  this
Agreement.

                  1.2 Term.  This Agreement shall be in force from and after the
date  hereof  for a period  of five  (5)  years  unless  otherwise  extended  or
terminated as set forth below.

                  1.3 Scope.  During the term of this  Agreement and any renewal
thereof,  Licensee shall make available to Programmer time on the Station as set
forth in this  Agreement.  Programmer  shall  deliver such  programming,  at its
expense,  to the Station's  transmitter  facilities or other  authorized  remote
control  points as  reasonably  designated  by Licensee.  Subject to  Licensee's
reasonable  approval,  as set forth in this  Agreement,  and subject to Sections
2.1,  2.2,  3.1 and 3.2 hereof,  Programmer  shall  provide  programming  of its
selection  complete with commercial matter,  news, public service  announcements
and other suitable programming to the Licensee up to one hundred sixty-two hours
per week.  Notwithstanding  the foregoing,  the Licensee may use such time as it
may need to serve the public interest through the broadcast of its own regularly
scheduled  programming.  The schedule of broadcast time reserved by Licensee may
vary on a weekly  basis  and will be  established  by mutual  agreement  between
Licensee and Programmer.

                  1.4 Option to Renew.  Subject to the  rights of  Licensee  and
Programmer to terminate this Agreement pursuant to Section 6 hereof,  Programmer
shall  have the right to  extend  the  initial  term of this  Agreement  for one
additional  term of five years upon sixty (60) days' written  notice to Licensee
prior to the expiration of such term.

                                        2

<PAGE>



                  1.5  Consideration.  As  consideration  for the air time  made
available during the term hereof and any renewal periods,  Programmer shall make
payments to Licensee as set forth in Attachment 1.5.

                  1.6  Licensee  Operation of Station.  Licensee  will have full
authority,  power and control over the  management and operations of the Station
during the initial term of this  Agreement  and during any renewal of such term.
Licensee  will  bear  all  responsibility  for  Station's  compliance  with  all
applicable provisions of the Communications Act of 1934, as amended ("the Act"),
the rules,  regulations and policies of the FCC and all other  applicable  laws.
Licensee  shall  be  solely  responsible  for and  pay in a  timely  manner  all
operating costs of the Station, including but not limited to the expenses listed
on Attachment  1.5,  which shall include the costs of  maintenance of the studio
and  transmitting  facility and costs of  electricity,  provided that Programmer
shall be  responsible  for the costs of its  programming as provided in Sections
1.8 and 2.3 hereof.  Licensee  shall employ at its expense  management  level or
other  employees  consisting  of, at a minimum,  a General  Manager  and another
employee, who will direct the day-to-day operations of the Station, and who will
report to and be accountable to the Licensee.  Licensee shall be responsible for
the salaries,  taxes,  insurance and related costs for all personnel employed by
Licensee and shall  maintain  its  eligibility  for  insurance  satisfactory  to
Programmer covering the Station's studios,  offices and transmission facilities.
During the initial  term of the  Agreement  and any renewal  hereof,  Programmer
agrees  to  perform,   without  charge,  routine  monitoring  of  the  Station's
transmitter performance and tower lighting, if and when requested by Licensee.

                                        3

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                  1.7  Licensee   Representations,   Warranties  and  Covenants.
Licensee represents and warrants as follows:

                       (a) During  the term of this  Agreement  and any  renewal
thereof,  Licensee will hold all licenses and other  permits and  authorizations
necessary  for the  operation of the  Station,  and such  licenses,  permits and
authorizations  are and will be in full force and effect  throughout the term of
this Agreement and any renewal thereof.  There is not pending,  or to Licensee's
best  knowledge,  threatened,  any  action by the FCC or by any  other  party to
revoke,  cancel,  suspend,  refuse  to renew  or  modify  adversely  any of such
licenses,  permits  or  authorizations.  To the  best of  Licensee's  knowledge,
Licensee  is not in  violation  of any  statute,  ordinance,  rule,  regulation,
policy,  order  or  decree  of any  federal,  state or  local  entity,  court or
authority  having  jurisdiction  over it or the  Station,  which  would  have an
adverse  effect upon the Licensee,  its assets,  the Station or upon  Licensee's
ability to perform this Agreement. Licensee shall not take any action or omit to
take any action  which  would  have an adverse  impact  upon the  Licensee,  its
assets,  the Station or upon Licensee's  ability to perform this Agreement.  All
reports  and  applications  required  to be  filed  with  the  FCC or any  other
governmental body during the course of the initial term of this Agreement or any
renewal thereof,  will be filed in a timely and complete manner.  The facilities
of the Station will be maintained in accordance with good  engineering  practice
and will comply in all material  respects with the engineering  requirements set
forth in the FCC  authorizations,  permits and  licenses  for the  Station,  and
Licensee  will ensure that the Station  broadcasts a high quality  signal to its
service  area  (except at such time where  reduction  of power is  required  for
routine  or  emergency  maintenance).  Licensee,  throughout  the  term  of this
Agreement and any renewal  thereof,  will maintain good and marketable  title to
all of the  assets  and  properties  used and  useful  in the  operation  of the
Station.  During the term of this  Agreement and any renewal  thereof,  Licensee
shall  not  dispose  of,  transfer,  assign  or pledge  any of such  assets  and
properties  except with the prior  written  consent of the  Programmer,  if such
action would adversely affect Licensee's  performance  hereunder or the business
and

                                        4

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operations of Licensee or the Station permitted hereby.
   
                       (b) Licensee shall pay, in a timely  fashion,  all of the
expenses incurred in operating the Station including lease payments,  utilities,
taxes, etc., as set forth in Attachment 1.5, and shall provide Programmer with a
certificate  of such timely  payment  within thirty (30) days of the end of each
month.

                  1.8  Programmer  Responsibility.  Programmer  shall be  solely
responsible  for all expenses  attributable  to its  programming on the Station,
including  but not limited to any expenses  incurred in the  origination  and/or
delivery  of  programming  from any remote  location  and for any  publicity  or
promotional  expenses  incurred by Programmer,  including,  without  limitation,
ASCAP,  BMI and  SESAC  music  license  fees  for all  programming  provided  by
Programmer.  Such  payments  by  Programmer  shall be in  addition  to any other
payments to be made by Programmer under this Agreement, including those required
to be made pursuant to Attachment 1.5.

                  1.9 Contracts.  Programmer will assume  Licensee's  rights and
obligations under the contracts listed on Attachment 1.9 hereto. Programmer will
not assume any of Licensee's  other  contracts or leases.  Programmer will enter
into no third-party contracts,  leases or agreements which will bind Licensee in
any way except with Licensee's prior written approval.

                  1.10 Use of  Station's  Studios.  Subject  to  Licensee's  own
programming  needs,  Licensee  agrees to provide  Programmer  with access to the
Station's complete facilities  including the studios and broadcast equipment for
use by Programmer,  if it so desires, in providing  programming for the Station.
Subject to the overall  supervision  by Licensee and its  employees,  Programmer
shall and may  peacefully  and quietly have the full use of and enjoy the use of
the Station's facilities, studios and equipment free from any hindrance from any
person or persons  whomsoever  claiming by,  through or under  Licensee.  Unless
otherwise  permitted by the Licensee and subject to the overall  supervision  of
Licensee, Programmer shall use the studios and equipment only for the purpose of
producing

                                        5

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programming for the Station.

                                    Section 2
                                    ---------

                       Station Public Service Obligations

                  2.1 Licensee Authority. Notwithstanding any other provision of
this Agreement,  Programmer  recognizes that Licensee has certain obligations to
operate the Station in the public interest, and to broadcast programming to meet
the needs and interests of its community of license,  the Station's service area
and the educational and informational  needs of children.  From time to time the
Licensee shall air, or shall require Programmer to air, programming on issues of
importance to the local community and educational and informational  programming
for children aged 16 years and younger. Nothing in this Agreement shall abrogate
the  unrestricted  authority of the Licensee to discharge its obligations to the
public and to comply with the Act and the rules and policies of the FCC.

                  2.2 Additional Licensee Obligations.

                       (a)  Although  both  parties   shall   cooperate  in  the
broadcast of emergency information over the Station,  Licensee shall also retain
the right to interrupt  Programmer's  programming in case of an emergency or for
programming  which, in the good faith judgment of Licensee,  is of greater local
or national public importance.

                       (b) Licensee shall also  coordinate  with  Programmer the
Station's hourly station  identification and any other announcements required to
be aired by FCC rules.

                       (c) Licensee and Programmer  shall  cooperate in ensuring
compliance with the FCC's rules and requirements governing uses of the Station's
facilities  by  legally  qualified  candidates  for  public  office,   including
Licensee's  obligation to provide reasonable access to legally qualified federal
candidates. Programmer will provide Licensee with copies of any material setting
forth terms and/or conditions for the availability of political advertising time
on the  Station in  advance of public  dissemination  of such  material  so that
Licensee may provide its input as to such material.

                                        6

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                       (d)  Licensee  shall (i) continue to maintain and staff a
main studio, as that term is defined by the FCC, within the Station's  principal
community  contour,  (ii)  maintain  its local  public  inspection  file  within
Kerrville,  Texas,  and (iii) prepare and place in such inspection file or files
in a timely manner all material  required by Section 73.3526 of the FCC's Rules,
including without  limitation the Station's  quarterly issues and program lists;
information concerning the broadcast of children's educational and informational
programming;  and  documentation of compliance with commercial limits applicable
to certain children's television programming.  Programmer shall, upon request by
Licensee,   provide  Licensee  with  such  information  concerning  Programmer's
programs and  advertising as is necessary to assist  Licensee in the preparation
of such information or to enable Licensee to verify  independently the Station's
compliance  with  the  Children's  Television  Act or  any  other  laws,  rules,
regulations or policies applicable to the Station's operation.

                       (e)  Programmer   agrees  to  provide  to  Licensee  such
information as Licensee may request concerning Programmer's recruitment,  hiring
or employment practices in connection with Programmer's provision of programming
to the Station.

                       (f)  Licensee  shall  also  maintain  the  station  logs,
receive  and  respond to  telephone  inquiries,  control  and oversee any remote
control point for the Station.

                  2.3  Regulatory  Disputes.  In the event of a dispute  between
Licensee  and  Programmer  as to whether any aspect of the  Station's  operation
violates the  Communications  Act of 1934, as amended,  or any applicable  rule,
regulation or policy of the FCC, Licensee and Programmer will jointly select one
or more persons  qualified to mediate the dispute.  Programmer and Licensee will
pay for the fees of a  communications  attorney  and/or  engineer  to advise the
mediator, if such services are necessary. Programmer and Licensee recognize that
the views of any such mediator are merely  advisory,  that Licensee  retains the
ultimate decision making authority over regulatory  compliance matters, and that
Licensee  has the right to require  that  Programmer  cure any  violation of the
Communications Act of 1934,

                                        7

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as amended,  or the rules,  regulations  and policies of the FCC at the earliest
practical opportunity.

                  2.4  Responsibility  for Employees  and  Expenses.  Programmer
shall employ and be solely  responsible for the salaries,  taxes,  insurance and
related costs for all personnel used in the sale of commercial  advertising time
and the production of Programmer's  programming (including salespeople,  traffic
personnel,  board operators and programming staff). Licensee will provide and be
responsible for the Station personnel  necessary for the broadcast  transmission
of Programmer's programs (including,  without limitation,  the Station's General
Manager and other  employee),  and will be responsible for the salaries,  taxes,
insurance and related costs for all the Station  personnel used in the broadcast
transmission of Programmer's programs and necessary to

                                        8

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other  aspects of Station  operation.  Whenever on the Station's  premises,  all
employees  of  Programmer  shall  be  subject  to  the  overall  supervision  of
Licensee's General Manager and/or other employee.

                                    Section 3
                                    ---------

                          Station Programming Policies

                  3.1 Broadcast Station  Programming Policy Statement.  Licensee
has  adopted a Broadcast  Station  Programming  Policy  Statement  (the  "Policy
Statement"),  a copy of which appears as Attachment  3.1 hereto and which may be
amended  from time to time by  Licensee  upon notice to  Programmer.  Programmer
agrees  and  covenants  to  comply  in all  material  respects  with the  Policy
Statement,  with all  rules and  regulations  of the FCC,  and with all  changes
subsequently  made by Licensee or the FCC.  Programmer shall furnish or cause to
be furnished the artistic personnel and material for the programs as provided by
this  Agreement  and all programs  shall be prepared and presented in conformity
with the rules,  regulations  and policies of the FCC and with Policy  Statement
set forth in  Attachment  3.1  hereto.  All  advertising  spots and  promotional
material or announcements shall comply with applicable federal,  state and local
regulations  and  policies  and the Policy  Statement,  and shall be produced in
accordance  with  quality  standards  established  by  Programmer.  If  Licensee
determines  that a program,  commercial  announcement  or  promotional  material
supplied by  Programmer  is for any reason,  with  Licensee's  sole  discretion,
unsatisfactory  or  unsuitable or contrary to the public  interest,  or does not
comply with the Policy  Statement it may, upon written  notice to Programmer (to
the extent time permits such notice), suspend or cancel such program, commercial
announcement or

                                        9

<PAGE>



promotional material and substitute its own programming or require Programmer to
provide suitable programming,  commercial  announcement or other announcement or
promotional material.

                  3.2 Licensee  Control of  Programming.  Programmer  recognizes
that Licensee has full  authority to control the  operation of the Station.  The
parties agree that Licensee's authority includes but is not limited to the right
to reject or refuse such portions of the Programmer's programming which Licensee
believes to be contrary to the public interest.  Programmer shall have the right
to change the programming  supplied to Licensee and shall give Licensee at least
twenty-four  (24)  hours  notice of  substantial  and  material  changes in such
programming.  Licensee  and  Programmer  will  cooperate  in an  effort to avoid
conflicts regarding programming on the Station.

                  3.3  Programmer  Compliance  with  Copyright  Act.  Programmer
represents  and  warrants to Licensee  that  Programmer  has full  authority  to
broadcast its programming on the Station and that Programmer shall not broadcast
any material in violation of the Copyright Act. All music supplied by Programmer
shall be: (i) licensed by ASCAP,  SESAC or BMI;  (ii) in the public  domain;  or
(iii) cleared at the source by Programmer. Licensee will maintain ASCAP, BMI and
SESAC licenses as necessary.  The right to use the  programming and to authorize
its use in any manner shall be and remain vested in Programmer.

                  3.4  Sales.  Programmer  shall  retain  all of  the  Station's
network compensation revenues, any promotion-related  revenues received from any
network or  program  supplier  with  respect to  affiliation  or any  particular
program,  retransmission  consent  revenues  and all  revenues  from the sale of
advertising time within the programming it provides to the Licensee.  Programmer
may sell  advertising  on the Station in  combination  with any other  broadcast
stations of its choosing.  Programmer  shall be  responsible  for payment of the
commissions  due to any  national  sales  representative  engaged  by it for the
purpose of selling national  advertising which is carried during the programming
it provides to Licensee.  Unless otherwise agreed between the parties,  Licensee
shall retain all revenues from the sale of Station's

                                       10

<PAGE>


advertising during its own programming,  with the exception provided for certain
political  advertising  as  set  forth  in  Section  5.2  herein.  Licensee  and
Programmer  each shall have the right,  at their own expense,  to seek copyright
royalty payments for their own programming.

                  3.5 Children's Television Advertising.  Programmer agrees that
it will not broadcast  advertising in programs  originally designed for children
aged 12 years and under in excess of the amounts  permitted under applicable FCC
rules.

                  3.6 Payola.  Programmer  agrees  that it will not accept,  and
will not permit any of its employees to accept, any consideration, compensation,
gift or  gratuity  of any  kind  whatsoever,  regardless  of its  value or form,
including, but not limited to, a commission, discount, bonus, material, supplies
or other merchandise, services or labor (collectively "Consideration"),  whether
or not  pursuant to written  contracts  or  agreements  between  Programmer  and
merchants  or  advertisers,  unless the payer is  identified  in the program for
which   Consideration  was  provided  as  having  paid  for  or  furnished  such
Consideration,  in  accordance  with  the Act and FCC  requirements.  Programmer
agrees to annually,  or more frequently at the request of the Licensee,  execute
and provide Licensee with a Payola Affidavit, substantially in the form attached
hereto as Attachment 3.6.

                  3.7  Cooperation  on  Programming.   Programmer  and  Licensee
mutually  acknowledge  their  interest in ensuring  that the Station  serves the
needs and  interests of the residents of  Kerrville,  Texas and the  surrounding
service area and agree to cooperate in doing so.  Licensee  shall,  on a regular
basis,  assess  the  issues  of  concern  to  residents  of  Kerrville  and  the
surrounding  area and address  those issues in its public  service  programming.
Licensee  shall  describe  those  issues and  responsive  programming  and place
issues/programs lists in the Station's public inspection file as required by FCC
rules. Further, Licensee may request, and Programmer shall provide,  information
concerning such of Programmer's  programs as are responsive to community  issues
so as to assist Licensee in the  satisfaction of its public service  programming
obligations.  Licensee  shall  also  evaluate  the  local  need  for  children's
educational

                                       11

<PAGE>



and informational  programming and shall inform Programmer of its conclusions in
that  regard.  Licensee,  in  cooperation  with  Programmer,  will  ensure  that
educational and informational programming for children aged 16 years and younger
is broadcast  over  Station in  compliance  with  applicable  FCC  requirements.
Programmer  shall also provide  Licensee  upon  request  such other  information
necessary  to enable  Licensee to prepare  records  and reports  required by the
Commission or other local, state or federal government entities.

                                    Section 4
                                    ---------

                                 Indemnification

                  4.1 Programmer's  Indemnification.  Programmer shall indemnify
and hold harmless Licensee from and against any and all claims,  losses,  costs,
liabilities,   damages,  expenses,   including  any  FCC  fines  or  forfeitures
(including reasonable legal fees and other expenses incidental thereto) of every
kind,  nature  and  description,  including  but  not  limited  to,  slander  or
defamation  or  otherwise  arising out of  Programmer's  broadcasts  and sale of
advertising   time  under  this   Agreement  and  the  actions  and  conduct  of
Programmer's employees acting under this Agreement and financing agreements with
Programmer's lenders to the extent permitted by law.

                  4.2 Licensee's  Indemnification.  Licensee shall indemnify and
hold harmless  Programmer  from and against any and all claims,  losses,  costs,
liabilities,   damages,  expenses,   including  any  FCC  fines  or  forfeitures
(including reasonable legal fees and other expenses incidental thereto) of every
kind, nature and description,  arising out of broadcasts  originated by Licensee
pursuant  to this  Agreement  (except  insofar  as such  liability  arises  from
Programmer's gross negligence or willful  misconduct) to the extent permitted by
law.

                  4.3  Procedure.  Neither  Licensee  nor  Programmer  shall  be
entitled  to  indemnification  pursuant  to this  section  unless such claim for
indemnification  is asserted in writing  delivered to the other party,  together
with a  statement  as to the  factual  basis for the claim and the amount of the
claim. The

                                       12

<PAGE>



party making the claim (the "Claimant")  shall make available to the other party
(the  "Indemnitor") the information  relied upon by the Claimant to substantiate
the claim.  With  respect to any claim by a third party as to which the Claimant
is entitled to seek  indemnification  hereunder,  the Indemnitor  shall have the
right at its own expense to  participate  in or assume control of the defense of
the claim,  and the Claimant shall cooperate fully with the Indemnitor,  subject
to reimbursement for actual  out-of-pocket  expenses incurred by the Claimant at
the  request  of the  Indemnitor.  If the  Indemnitor  does not  elect to assume
control or  participate  in the  defense of any third party  claim,  it shall be
bound by the results obtained by the Claimant with respect to the claim.

                  4.4 Time Brokerage Challenge.  If this Agreement is challenged
at the FCC or in another  administrative  or judicial  forum,  whether or not in
connection  with the  Station's  license  renewal  application,  counsel for the
Licensee and counsel for the  Programmer  shall jointly defend the Agreement and
the parties, performance thereunder throughout all such proceedings. If portions
of this Agreement do not receive the approval of the FCC Staff, then the parties
shall reform the  Agreement as necessary to satisfy the FCC Staff's  concerns or
seek reversal of the Staff's  decision and approval from the full  Commission on
appeal.

                                    Section 5
                                    ---------

                Access to Programmer Materials and Correspondence

                  5.1  Confidential  Review.  Prior  to  the  broadcast  of  any
programming by Programmer on the Station under this Agreement,  Programmer shall
acquaint Licensee,  upon request, with the nature and type of the programming to
be provided. Licensee shall be entitled to review at its discretion from time to
time on a confidential  basis any of  Programmer's  programming  material it may
reasonably  request.  Programmer  shall promptly provide Licensee with copies of
all  correspondence  and  complaints  received  from the public  (including  any
telephone  logs of  complaints  called  in),  copies  of all  program  logs  and
promotional materials.  However,  nothing in this section shall entitle Licensee
to review the

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<PAGE>



internal corporate or financial records of Programmer.

                  5.2 Political  Advertising.  Programmer  shall  cooperate with
Licensee to assist  Licensee in  complying  with all rules of the FCC  regarding
political  broadcasting.  Licensee  shall  promptly  supply to  Programmer,  and
Programmer shall promptly supply to Licensee,  such  information,  including all
inquiries concerning the broadcast of political advertising, as may be necessary
to comply with FCC rules and  policies,  including  the lowest unit rate,  equal
opportunities,  reasonable  access,  political file and related  requirements of
federal  law.  Licensee,  in  consultation  with  Programmer,  shall  develop  a
statement  which  discloses  its  political  broadcasting  policies to political
candidates,  and Programmer shall follow those policies in the sale of political
programming and  advertising.  In the event that Programmer fails to satisfy the
political broadcasting  requirements under the Act and the rules and regulations
of the FCC and  such  failure  inhibits  Licensee  in its  compliance  with  the
political  broadcasting  requirements of the FCC, then to the extent  reasonably
necessary to assure such compliance,  Programmer shall either provide rebates to
political advertisers or release advertising availabilities to Licensee.

                                    Section 6
                                    ---------

                      Termination and Remedies Upon Default

                  6.1  Right of  Termination.  In  addition  to  other  remedies
available at law or equity, and subject to the requirements of Section 6.2, this
Agreement may be terminated as set forth below by either  Licensee or Programmer
by written  notice to the other if the party seeking to terminate is not then in
material default or breach hereof, upon the occurrence of any of the following:

                           (a) by  either  party  upon six (6)  months,  written
notice to the other party;

                           (b) this Agreement is declared  invalid or illegal in
whole or substantial part by an order or decree of an  administrative  agency or
court of competent jurisdiction and such order or decree has become final and no
longer subject to further administrative or judicial review;

                           (c) the  other  party is in  material  breach  of its
obligations hereunder and has

                                       14

<PAGE>



failed  to cure  such  breach  within  thirty  (30)  days  of  notice  from  the
non-breaching party;

                           (d) the mutual consent of both parties; or

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

                  6.2      Termination Requirements and Procedures.

                           (a) If either party exercises its  termination  right
under Section 6.1(a), such party shall pay the other party on the effective date
of termination the sum of One Million Dollars ($1,000,000).

                           (b) Subject to Section 6.1(a),  and unless  otherwise
mutually  agreed by Programmer and Licensee,  any  termination of this Agreement
shall become  effective  sixty (60) days after notice of termination is provided
by Programmer or Licensee pursuant to Section 6.1.

                  6.3 Force Majeure.  Any failure or impairment of the Station's
facilities or any delay or interruption in the broadcast of programs, or failure
at any time to furnish  facilities,  in whole or in part, for broadcast,  due to
Acts  of  God,  strikes,  lockouts,   material  or  labor  restrictions  by  any
governmental  authority,  civil riot,  floods and any other cause not reasonably
within the control of Licensee,  shall not constitute a breach of this Agreement
and Licensee will not be liable to Programmer.

                                    Section 7
                                    ---------

                                  Miscellaneous

                  7.1 Assignment. This Agreement shall be binding upon and inure
to the benefit of the parties  hereto,  their  successors  and assigns.  Neither
party may assign its rights and  obligations  under this  Agreement  without the
prior written consent of the other party, such consent not to be unreasonably

                                       15

<PAGE>



withheld.  In the event of such an assignment  or succession in accordance  with
this Agreement, all references herein to Programmer or Licensee, as the case may
be, shall be deemed to refer to such assignee or successor.

                  7.2  Call  Letters.  Licensee  will  consider  any  reasonable
request by  Programmer  to change  the call  letters  of the  Station,  it being
understood  and agreed that  Licensee will be  responsible  for paying all costs
associated with any such change in call letters.

                  7.3  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which will be deemed an  original  but all of which
together will constitute one and the same instrument.

                  7.4  Entire  Agreement.  This  Agreement  and the  Attachments
hereto  embody  the  entire  agreement  and  understanding  of the  parties  and
supersede any and all prior agreements, arrangements and understandings relating
to matters  provided for herein.  No amendment,  waiver of  compliance  with any
provision or condition  hereof,  or consent  pursuant to this  Agreement will be
effective unless evidenced by an instrument in writing signed by the parties.

                  7.5 Taxes. Licensee and Programmer shall each pay their own ad
valorem taxes, if any, which may be assessed on such party's respective personal
property for the periods that such items are owned by such party,  provided that
such ad valorem  taxes  assessed on  Licensee's  personal  property used for the
operation of the Station shall be included on Attachment 1.6.  Programmer  shall
pay all taxes,  if any,  to which the  consideration  specified  in Section  1.5
herein is subject,  provided that Licensee is responsible for payment of its own
income taxes.

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

                  7.7 Governing Law. The  obligations of Licensee and Programmer
are subject to

                                       16

<PAGE>



applicable federal, state and local law, rules and regulations,  including,  but
not  limited  to,  the  Act  and the  Rules  and  Regulations  of the  FCC.  The
construction  and  Performance  of the Agreement will be governed by the laws of
the State of Texas.

                  7.8  Notices.  Any  notice,  demand  or  request  required  or
permitted to be given under the provisions of the Agreement  shall be in writing
and shall be deemed to have been duly delivered on the date of personal delivery
or on the date of receipt if mailed by  registered  or certified  mail,  postage
prepaid and return receipt requested,  or if delivered by overnight courier, and
shall be deemed to have been received on the date of personal delivery or on the
date set forth on the return  receipt,  to the following  addresses,  or to such
other  address as any party may request,  in the case of Licensee,  by notifying
Programmer, and in the case of Programmer, by notifying Licensee.

                  To Programmer:
                  --------------

                           River City Broadcasting, L.P.
                           1215 Cole Street
                           St. Louis, Missouri 63106
                           Attention:       Mr. Larry Marcus


                  Copy to:
                  --------

                           Dow, Lohnes & Albertson
                           1255 23rd Street, N.W. Suite 500
                           Washington, DC 20037
                           Attention:       Kevin F. Reed, Esq.

                  To Licensee:
                  ------------

                           KRRT, Inc.
                           Station WJET-TV
                           8455 Peach Street
                           Erie, Pennsylvania 16509
                           Attention:       John Kanzius


                                       17

<PAGE>




                  Copies to:
                  ----------

                           Reddy, Begley & Martin
                           1001 22nd Street, N.W.
                           Washington, D.C. 20037
                           Attention:       Dennis F. Begley

                  7.9  Invalidity.  If any  provision  of this  Agreement or the
application  thereof to any  person or  circumstances  shall be held  invalid or
unenforceable  to any extent,  the  parties  shall  negotiate  in good faith and
attempt to agree on an amendment to this Agreement that will provide the parties
with  substantially  the same rights and  obligations,  to the  greatest  extent
possible, as the original Agreement in valid, binding and enforceable form.

                  7.10  Mandatory   Carriage/Retransmission   Consent  Election.
Licensee shall consult with Programmer prior to making any election of mandatory
carriage rights or retransmission consent pursuant to Section 76.64 of the FCC's
Rules  and the  provisions  of the  Cable  Television  Consumer  Protection  and
Competition Act of 1992.



                                       18

<PAGE>



                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement the day and year first above written.


                               LICENSEE:
                               ---------



                               By:   /s/ Marvin Jones
                                   ------------------------
                                     Marvin Jones
                                     CEO


                               PROGRAMMER:
                               -----------

                               RIVER CITY BROADCASTING, L.P.
                               By:  BETTER COMMUNICATIONS, INC., General Partner



                               By:   /s/ Larry D. Marcus
                                   -----------------------------
                                     Larry D. Marcus
                                     Vice President



                                       19

<PAGE>
  
The  informaion,  below  marked  by * and [ ], has been  omitted  pursuant  to a
request for  confidential  treatment.  The omitted portions have been separately
filed with the Commission.


                                 ATTACHMENT 1.5

         During  the  term of the  Time  Brokerage  Agreement  and  any  renewal
thereof,  programmer  will pay to Licensee a monthly payment (the "LMA Payment")
equal  to the sum of:  (i) an  amount  (the  "Base  Payment")  representing  the
estimated cost (as per Schedule A attached  hereto) to Licensee of operating the
Station for the month  following  the month in which the LMA Payment is due, and
(ii) the  amount  (the "Loan  Payment")  of  principal  and/or  interest  due by
Licensee to Bank of Montreal,  as Agent,  under the terms of that certain Credit
Agreement dated as of August 3. 1995 between  Licensee and the Lenders  thereto,
which  amount is  estimated  per  Schedule B attached  hereto,  The  initial LMA
Payment of [*******]  per Schedule A and Schedule B shall be made on the date of
execution hereof,  Thereafter,  the LMA Payment, together with the Licensee Fee,
as  hereinafter  defined,  if  applicable,  shall be made on or before  the last
business day of each month commencing August 31, 1995. The Base Payment shall be
adjusted  periodically  by the parties in good faith to reflect:  (i) changes in
the  Station's  operating  costs,  and  (ii)  capital  expenditures   reasonably
necessary  for the  continuation  of the  Station's  broadcast  signal,  so that
Licensee will recover all of its expenses and capital  expenditures  relating to
operations of the Station.

         In  addition  to the LMA  Payment,  during the initial 18 months of the
term of the Time Brokerage Agreement, Programmer will pay to Licensee an advance
monthly  payment  (the  "Licensee  Fee") of Fifty- Five  Thousand  Five  Hundred
Fifty-Five Dollars ($55,555). During the renewal period the Licensee Fee will be
Eight  Thousand  Three  Hundred  Thirty-Four  Dollars  ($8,334)  per month,  The
Licensee  Fee shall be payable on the same dates that the LMA  Payments are due,
commencing the date hereof.

         Notwithstanding  anything  in the  Time  Brokerage  Agreement  or  this
Attachment 1.5 to the contrary,  Programmer's obligation to pay the Licensee Fee
to Licensee shall survive the  termination  of the Time  Brokerage  Agreement by
Programmer pursuant to Section 6,1(a) thereof or by Licensee pursuant to Section
6.1(c) thereof, but shall cease upon any other termination of the Time Brokerage
Agreement.

         This  compensation   schedule  is  based  upon  the  Programmer  having
exclusive  rights to provide  programming on the Station for the entirety of the
airtime not reserved for Licensee pursuant to Section 1.3.

   
                                       20

<PAGE>
  
The  information,  below  marked by * and [ ], has been  omitted  pursuant  to a
request for  confidential  treatment.  The omitted portions have been separately
filed with the Commission.



River City Broadcasting
KRRT LMA
Attachment 1.5 Schedule A
LMA Payment Schedule


Expenses Category                                                 1st Pmt       Estimated      Estimated
                                                   Amount      Aug-Dec 1995    Jan-Dec 1996   Jan-Dec 1997 
                                                  --------     ------------    ------------   ---------
                                                                                
Salaries                                          [*****]         [*****]        [*****]        [*****] 
Payroll Taxes                                     [*****]         [*****]        [*****]        [*****] 
Employee Benefits                                 [*****]         [*****]        [*****]        [*****] 
Transmitter R & M                                 [*****]         [*****]        [*****]        [*****] 
Legal & Accounting                                [*****]         [*****]        [*****]        [*****] 
Insurance                                         [*****]         [*****]        [*****]        [*****] 
FCC License Fee                                   [*****]         [*****]        [*****]        [*****] 
Utilities                                         [*****]         [*****]        [*****]        [*****] 
Studio rental                                     [*****]         [*****]        [*****]        [*****] 
Office / Entertainment Expenses                   [*****]         [*****]        [*****]        [*****] 
Rating Service                                    [*****]         [*****]        [*****]        [*****] 
Program Payments*                                 [*****]         [*****]        [*****]        [*****] 

            Total Operating LMA Payment           [*****]         [*****]        [*****]        [*****] 

Interest Payments                                 [*****]         [*****]        [*****]        [*****] 
Principal Payments                                [*****]         [*****]        [*****]        [*****] 
JJK Licensee Fee                                  [*****]         [*****]        [*****]        [*****] 

            Total LMA Payments                 $  128,213       1,565,912      6,353,584     7,131,770




Expenses Category                                Estimated      Estimated      Estimated   
(continued)                                     Jan-Dec 1998   Jan-Dec 1999   Jan-Dec 2000     
                                                ------------   ------------   ---------   
                                                                    
Salaries                                           [*****]        [*****]        [*****]     
Payroll Taxes                                      [*****]        [*****]        [*****]     
Employee Benefits                                  [*****]        [*****]        [*****]     
Transmitter R & M                                  [*****]        [*****]        [*****]     
Legal & Accounting                                 [*****]        [*****]        [*****]     
Insurance                                          [*****]        [*****]        [*****]     
FCC License Fee                                    [*****]        [*****]        [*****]     
Utilities                                          [*****]        [*****]        [*****]     
Studio rental                                      [*****]        [*****]        [*****]     
Office / Entertainment Expenses                    [*****]        [*****]        [*****]     
Rating Service                                     [*****]        [*****]        [*****]     
Program Payments*                                  [*****]        [*****]        [*****]     
                                                                                             
            Total Operating LMA Payment            [*****]        [*****]        [*****]     
                                                                                             
Interest Payments                                  [*****]        [*****]        [*****]     
Principal Payments                                 [*****]        [*****]        [*****]     
JJK Licensee Fee                                   [*****]        [*****]        [*****]     
                                                                                             
            Total LMA Payments                 $ 7,487,069      7,767,350     5,594,589   


* May be adjusted to the extent in which existing program contracts are assigned
  to RCB.

                                                        21
   
<PAGE>



River City Broadcasting
Attachment 1.5 Schedule B
KRRT, Inc.
21,000,000 Principal @ 8.5% Interest
Monthly Amortization and Interest Payments




Year                          Jan           Feb           Mar          Apr          May          Jun         Jul     
--------  ------------- --------------- ------------  ------------ -----------  ------------ ----------- ----------- 
                                                                                
0         Aug 3-Dec
          95                                                                                                         
          Int @ 8.5%

1         Jan-Dec 96
          Debt Amort    166,667         166,667       166,667      166,667      166,667      166,667     166,667     
          Int @ 8.5%    148,750         147,569       146,369      145,206      144,028      142,847     141,667     
                        --------------- ------------  ------------ -----------  ------------ ----------- ----------- 
          Total Pays    315,417         314,238       313,056      311,875      310,694      309,514     308,333     

2         Jan-Dec 97
          Debt Amort    333,333         333,333       333,333      333,333      333,333      333,333     333,333     
          Int @ 8.5%    134,583         132,222       129,861      127,500      125,778      122,778     120,417     
                        --------------- ------------  ------------ -----------  ------------ ----------- ----------- 
          Total Pays    467,917         465,556       463,194      460,833      458,472      456,111     453,750     

3         Jan-Dec 98
          Debt Amort    416,667         416,667       416,667      416,667      416,667      416,667     416,667     
          Int @ 8.5%    106,250         103,229       100,347       97,444       94,444       91,493      88,542     
                        --------------- ------------  ------------ -----------  ------------ ----------- ----------- 

4         Jan-Dec 99
          Debt Amort    483,333         483,333       483,333      483,333      483,333      483,333     483,333     
          Int @ 8.5%     70,833          67,410        63,986       60,583       57,139      53,715       50,292     
                        --------------- ------------  ------------ -----------  ------------ ----------- ----------- 
          Total         554,167         550,743       547,319      543,896      540,472      537,049     533,625     

5         Jan-Dec 00
          Debt Amort    350,000         350,000       350,000      350,000      350,000      350,000     350,000     
          Int @ 8.5%     29,750          27,271        24,792       22,313       19,833       17,354      14,875     
                        --------------- ------------  ------------ -----------  ------------ ----------- ----------- 
          Total Pays    379,750         377,271       374,792      372,313      309,833      367,354     384,875     
                                                                                                                     
                                                             




Year                       Aug         Sep          Oct         Nov         Dec        Annual     
--------  -----------   ----------- -----------  ----------- -----------  ---------- ------------
                                                                      
0         Aug 3-Dec                                                                                       
          95            139,153     148,750      148,750     148,750      148,750    734,153       
          Int @ 8.5%
                                                                              
1         Jan-Dec 96                                                                               
          Debt Amort    166,667     166,667      166,667     166,667      166,667    2,000,000     
          Int @ 8.5%    140,466     139,306      138,125     136,944      135,764    1,707,083     
                        ----------- -----------  ----------- -----------  ---------- ------------  
          Total Pays    307,153     304,972      304,792     303,611      302,431    3,707,083     
                                                                                                   
2         Jan-Dec 97                                                                               
          Debt Amort    333,333     333,333      333,333     333,333      333,333    4,000,000     
          Int @ 8.5%    118,056     115,084      113,333     110,972      108,611    1,459,167     
                        ----------- -----------  ----------- -----------  ---------- ------------  
          Total Pays    451,389     449,028      446,667     444,306      441,944    5,459,167     
                                                                                                   
3         Jan-Dec 98                                                                               
          Debt Amort    416,667     416,667      416,667     416,667      416,667    5,000,000     
          Int @ 8.5%     85,590      82,639       79,666      76,736       73,785    1,080,208     
                        ----------- -----------  ----------- -----------  ---------- ------------  
                                                                                                   
4         Jan-Dec 99                                                                               
          Debt Amort    483,333     483,333      483,333     483,333      483,333    5,800,000     
          Int @ 8.5%     46,868      43,444       40,021      36,597       33,174     624,042      
                        ----------- -----------  ----------- -----------  ---------- ------------  
          Total         530,201     528,778      523,354     519,931      516,507    6,424,042     
                                                                                                   
5         Jan-Dec 00                                                                               
          Debt Amort    350,000     350,000      350,000     350,000      350,000    4,200,000     
          Int @ 8.5%     12,396       9,917       7,437        4,958         2,479    193,375      
                        ----------- -----------  ----------- -----------  ---------- ------------  
          Total Pays    382,396     359,917      357,438     354,958      352,479    4,393,375
     
                                    Total Amortization of Monies                    21,000,000
    
                                    Total Interest Payments                          5,063,875
   
                                    Total Payments                                  26,063,875 


                                                               22

<PAGE>



                                 ATTACHMENT 1.9
                                 --------------

                          Programming Contracts Assumed


                                       23

<PAGE>



                                 ATTACHMENT 3.1
                                 --------------

                 Broadcast Station Programming Policy Statement

         Programmer  agrees to cooperate  with Licensee in the  broadcasting  of
programs of the highest possible  standard of excellence and for this purpose to
observe the following  regulations in the preparation,  writing and broadcasting
of its programs.

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

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

         III.              Election  Procedures.  At  least  fifteen  915)  days
                  before  the  start  of  any  primary  or  election   campaign,
                  Programmer  will clear with  Licensee's  general  manager  the
                  rates  Programmer  will  charge  for  the  time  to be sole to
                  candidates  for the public  office  and/or their  suporters to
                  make certain that the rates charged are

                                       24

<PAGE>



                  in conformance with applicable law and Station policy.

         IV.               Required  Announcements.  Programmer  shall broadcast
                  (i) an announcement in a form  satisfactory to Licensee at the
                  beginning  of each  hour to  identify  KRRT and (ii) any other
                  announcements  that may be  required  by law,  regulation,  or
                  Licensee policy.

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

         VI.               Licensee Discretion Paramount. In accordance with the
                  Licensee's  responsibility  under  the  Communications  Act of
                  1934, as amended, and the Rules and Regulations of the Federal
                  Communications  Commission,  Licensee  reserves  the  right to
                  reject or terminate any  advertising  proposed to be presented
                  or being  presented over the Station which is in conflict with
                  Station policy or which in Licensee's or its general  manger's
                  sole judgment would not serve the public interest.

         Licensee  may  waive  any  of the  foregoing  regulations  in  specific
instances, it, in its

                                       25

<PAGE>



opinion,  the Station will remain in compliance with all applicable laws, rules,
regulations and policies and  broadcasting in the public interest is served.  In
any case where questions of policy or  interpretation  arise,  Programmer should
submit the same to  Licensee  for  decision  before  making any  commitments  in
connection therewith.

                                       26

<PAGE>



                                 ATTACHMENT 3.6
                                 --------------
                            FORM OF PAYOLA AFFIDAVIT

City of ____________________________________)
                                            )
County of __________________________________)         SS:
                                            )
State of ___________________________________)

                          ANTI-PAYOLA/PLUGOLA AFFIDAVIT

__________________________, being first duly sworn, deposes and says as follows:

1.       He is _________________________ for __________________________________.
                        Position

2.       He has acted in the above capacity since _____________________________.

3.       No matter has been broadcast by Station KRRT for which  service,  money
         or other valuable  consideration  has been directly or indirectly paid,
         or promised to, or charged, or accepted,  by him from any person, which
         matter at the time so  broadcast  has not been  announced  or otherwise
         indicated as paid for or furnished by such person.

4.       So far as he is aware, no matter has been broadcast by Station KRRT for
         which service, money, or other valuable consideration has been directly
         or indirectly paid, or promised to, or charged,  or accepted by Station
         KRRT  for  by any  independent  contractor  engaged  by  Station  in in
         furnishing  programs,  from any  person,  which  amtter  at the time so
         broadcast has not been announced or otherwise  indicated as paid for or
         furnished by such person.


                                            ------------------------------------
                                                          Affiant

Subscribed and sworn to before me
this _____ day of _______________, 19_____.


--------------------------------------
Notary Public


My Commission expires:_____________________________.

                                       27

<PAGE>
                                                               K R R T

                                                     PROGRAM LICENSE AGREEMENTS
                                                         AS OF JULY 1, 1995
                                                         ------------------


                                                           CONTRACT TERMS
                                                                       NO. OF      LICENSE                  RUNS           
DISTRIBUTOR PRODUCT                                   START DATE      PAYMENTS     END DATE        LICENSED   AVAILABLE  
-------------------------------------------------------------------------------------------------------------------------
SYNDICATED PROGRAMS - CURRENT
-----------------------------
                                                                                           

MCA               MUNSTERS TODAY                       09/01/91          48         09/30/95         576         576
20TH CENTURY      SMALL WONDER                         01/01/92          42         09/30/95         764         497
20TH CENTURY      M*A*S*H*                             01/01/92          60         09/02/91        3060        1096
LORIMAR           PERFECT STRANGERS-1                  09/01/91          42         02/28/97         800         325
LORIMAR           PERFECT STRANGERS-2                  09/23/91           6         02/28/97         160          64
WARNER            PERFECT STRANGERS-3                  09/01/92           6         02/28/97         192         131
WARNER            PERFECT STRANGERS-4                  09/20/93           6         09/19/98          48          31
BUENA VISTA       GOLDEN GIRLS                         09/01/90          66         09/01/90        1440         187
MCA               OUT OF THIS WORLD                    03/01/92          48         09/30/96         768         253
TURNER            WONDER YEARS                         09/21/92          60         09/20/97        1300         394
TWENTIETH TV      COPS II & III                        09/13/93          24         09/12/95         520          50
PARAMOUNT         DEAR JOHN                            10/01/93          51         09/30/98         720         298
WARNER            FRESH PRINCE                         09/01/94          42         02/28/98         990         669
GENESIS           HWY PATROL-REN                       09/21/94          12         09/10/95         260          17
MCA               KNIGHT RIDER                         03/01/92          48         09/30/96         720           0
CANNELL           WISEGUY                              09/01/92          36         08/31/95         300          90
WORLDVISION       BEVERLY HILLS 90210                  09/01/94          48         09/01/96         520         291
WARNER            HOGAN FAMILY                         09/10/90          42         09/07/95         776           2
WARNER            HOGAN FAMILY (2)                     10/01/91           6         09/07/95         104          39
MULTIMEDIA        YOUNG PEOPLES SPC                    01/01/93          24         09/30/96         200         UNLIMITED
CANNELL           21 JUMP STREET                       01/01/92          36         12/31/95         624           2


                                                               
                                                          UNPAID
DISTRIBUTOR PRODUCT                              LIABILITY     ASSIGNABILITY
--------------------------------------------------------------------------------
SYNDICATED PROGRAMS - CURRENT                                                 
-----------------------------                                                 

MCA                MUNSTERS TODAY                   12,000       W/CONSENT
20TH CENTURY       SMALL WONDER                       --         W/CONSENT
20TH CENTURY       M*A*S*H*                        306,000       W/CONSENT
LORIMAR            PERFECT STRANGERS-1                --         W/CONSENT
LORIMAR            PERFECT STRANGERS-2              55,000       W/CONSENT
WARNER             PERFECT STRANGERS-3             198,000       W/CONSENT
WARNER             PERFECT STRANGERS-4              49,500       W/CONSENT
BUENA VISTA        GOLDEN GIRLS                    208,000       W/CONSENT
MCA                OUT OF THIS WORLD                28,000       W/CONSENT
TURNER             WONDER YEARS                    225,356       W/CONSENT
TWENTIETH TV       COPS II & III                    26,000       W/CONSENT
PARAMOUNT          DEAR JOHN                       332.638       W/CONSENT
WARNER             FRESH PRINCE                    245,140       W/CONSENT
GENESIS            HWY PATROL-REN                   18,000       W/CONSENT
MCA                KNIGHT RIDER                     18,000       W/CONSENT
CANNELL            WISEGUY                           6,250       W/CONSENT
WORLDVISION        BEVERLY HILLS 90210             230,850       W/CONSENT
WARNER             HOGAN FAMILY                       --         W/CONSENT
WARNER             HOGAN FAMILY (2)                   --         W/CONSENT
MULTIMEDIA         YOUNG PEOPLES SPC                  --         W/CONSENT
CANNELL            21 JUMP STREET                     --         W/CONSENT

                                       28
<PAGE>




                                                               K R R T

                                                     PROGRAM LICENSE AGREEMENTS
                                                         AS OF JULY 1, 1995


                                                    CONTRACT TERMS
                                                                  NO. OF              LICENSE                     RUNS             
DISTRIBUTOR       PRODUCT                       START DATE        PAYMENTS          END DATE         LICENSED          AVAILABLE 
------------------------------------------------------------------------------------------------------------------------------------

FEATURE PACKAGES - CURRENT
--------------------------

                                                                                                      
COLUMBIA             SHOWCASE II                 01/01/92              40                              150             118
COLUMBIA             GOLD                        01/01/93              48                              150             130
JCS SYND SVCS        CITY HEAT                   09/01/93              36                               75              61
TELEFLM SLES         FEATURES II                 09/01/93              24                              140             126
VIACOM               EXPLOITABLES 4              11/01/93              48                              210             179
VIACOM               BLACK MAGIC                 11/01/93              48                              144             135
VIACOM               FEATURES X                  11/01/93              48                              152             145
ITC                  FEATURES (CP)               10/01/93              24                               50              30
ENTERVISION          FISTS OF FURY               11/01/93              36                              203             203
WORLDVISION          CARLOCO & WVIII             12/01/93             198                              208             201
PARAMOUNT            PORT XIII-B                 08/01/91              48                              144              82
PARAMOUNT            PORTFOLIO XV                01/01/94              96                              156             138
PARAMOUNT            PREVIEW V                   05/01/93              48                              120             102
COLUMBIA             COL/V-B                     06/01/91               0                               88               2
COLUMBIA             COL/VI-B                    05/01/91               0                               72               9
DISNEY               DIS/MGI                     11/12/90               0                               92               1
FOX                  FOX/PRM2                    07/01/90               0                              210               7
MCA                  MCA/DBIII                   12/01/89               0                              248              79
MCA                  MCA/DEB                     11/01/91               0                               40               5
MCA                  MCA/DEB                     09/01/91               0                              264              22
MGM                  MGM/CP                      08/01/94               0                               40               9
ORB                  ORB/CCI                     06/01/91               0                              120              10
ORB                  ORB/CCII                    09/30/91               0                               90              50



                                                              
                                                          UNPAID        
DISTRIBUTOR PRODUCT                             LIABILITY      ASSIGNABILITY  
--------------------------------------------------------------------------------

FEATURE PACKAGES - CURRENT                                            
--------------------------                                            
                                                                      
COLUMBIA             SHOWCASE II                  25,000        W/CONSENT   
COLUMBIA             GOLD                         29,792        W/CONSENT   
JCS SYND SVCS        CITY HEAT                     5,824        W/CONSENT   
TELEFLM SLES         FEATURES II                   1,250        W/CONSENT   
VIACOM               EXPLOITABLES 4               16,800        W/CONSENT   
VIACOM               BLACK MAGIC                  15,288        W/CONSENT   
ITC                  FEATURES (CP)                 1,667        W/CONSENT   
ENTERVISION          FISTS OF FURY                15,467        SILENT      
WORLDVISION          CARLOCO & WVIII              71,838        W/CONSENT   
PARAMOUNT            PORT XIII-B                  39,000        W/CONSENT   
PARAMOUNT            PORTFOLIO XV                126.750        W/CONSENT   
PARAMOUNT            PREVIEW V                    27,500        W/CONSENT   
COLUMBIA             COL/V-B                       --           W/CONSENT   
COLUMBIA             COL/VI-B                      --           W/CONSENT   
DISNEY               DIS/MGI                       --           W/CONSENT    
FOX                  FOX/PRM2                      --           W/CONSENT   
MCA                  MCA/DBIII                     --           W/CONSENT   
MCA                  MCA/DEB                       --           W/CONSENT   
MCA                  MCA/DEB                       --           W/CONSENT   
MGM                  MGM/CP                        --           W/CONSENT   
ORB                  ORB/CCI                       --           W/CONSENT   
ORB                  ORB/CCII                      --           W/CONSENT  
                                         
                                       29

<PAGE>


                                                                           K R R T
                                          
                                                                  PROGRAM LICENSE AGREEMENTS
                                                                      AS OF JULY 1, 1995
                                                                      ------------------

                                              CONTRACT TERMS
                                                           NO. OF            LICENSE                      RUNS            
DISTRIBUTOR       PRODUCT                START DATE        PAYMENTS          END DATE         LICENSED          AVAILABLE 
---------------------------------------------------------------------------------------------------------------------------


                                                                                                     
PARAMOUNT         PAR/PRIV                06/01/90             0                               144                   53  
PARAMOUNT         PAR/SEII                06/01/90             0                               440                  228   
PARAMOUNT         PAR/XI                  01/01/91             0                               112                   17  
PARAMOUNT         PAR/XII                 07/01/91             0                               208                   17  
PARAMOUNT         PAR/XIII-A              02/01/91             0                                72                   19  
VES               VES/EOT                 02/13/90             0                               152                    5 
VES               VES/FSIM                05/01/90             0                                88                   25  
VIACOM            VIA/FEII                01/01/87             0                               232                    7 
VIACOM            VIA/FEIX                12/01/88             0                               332                    4 
VIACOM            VIA/FEXI                07/01/90             0                               230                   69  
VIACOM            FIA/Y&R                 07/01/89             0                               174                   18  


SYNDICATED PRODUCT - FUTURE

WARNER BROS   FAMILY MATTERS              09/18/95            48                               960                  960   
WARNER BROS   FRESH PRINCE94-95*          09/01/95             6                               240                  240   
WARNER BROS   FRESH PRINCE95-96*          09/01/96             6                               240                  240   
WARNER BROS   FRESH PRINCE96-97*          09/01/97             6                               240                  240   
PARAMOUNT     DEEP SPACE 9                09/01/96            48                               576                  576   
ALL AMERICAN  BAYWATCH STRIP              09/25/95            24                               520                  520   
PARAMOUNT     UNTOUCHABLES                09/01/96            48                               252                  252    



                                             UNPAID                          
DISTRIBUTOR       PRODUCT                   LIABILITY         ASSIGNABILITY  
---------------------------------------------------------------------------  
                                                                             
                                                                             
PARAMOUNT         PAR/PRIV                        --           W/CONSENT     
PARAMOUNT         PAR/SEII                        --           W/CONSENT     
PARAMOUNT         PAR/XI                          --           W/CONSENT     
PARAMOUNT         PAR/XII                         --           W/CONSENT     
PARAMOUNT         PAR/XIII-A                      --           W/CONSENT     
VES               VES/EOT                         --           W/CONSENT     
VES               VES/FSIM                        --           W/CONSENT     
VIACOM            VIA/FEII                        --           W/CONSENT     
VIACOM            VIA/FEIX                        --           W/CONSENT     
VIACOM            VIA/FEXI                        --           W/CONSENT     
VIACOM            FIA/Y&R                         --           W/CONSENT     
                                                                             
                                                                             
SYNDICATED PRODUCT - FUTURE                                                  
                                                                             
WARNER BROS      FAMILY MATTERS               225,000          W/CONSENT     
WARNER BROS      FRESH PRINCE94-95*            81,900          W/CONSENT     
WARNER BROS      FRESH PRINCE95-96*            81,900          W/CONSENT     
WARNER BROS      FRESH PRINCE96-97*            81,900          W/CONSENT     
PARAMOUNT        DEEP SPACE 9                 315,000          W/CONSENT     
ALL AMERICAN     BAYWATCH STRIP                83,200          W/CONSENT     
PARAMOUNT        UNTOUCHABLES                 189,000          W/CONSENT     
                                                                             
*Estimated

                                       30

<PAGE>
                     ASSIGNMENT AND ASSUMPTION ON AGREEMENT
                     --------------------------------------

         THIS  AGREEMENT  is made this 31 day of May,  1996,  by and among KABB,
Inc., a Maryland corporation  (hereinafter  referred to as "Programmer"),  KRRT,
Inc., a Texas corporation (hereinafter referred to as "Licensee"),  KRRT License
Corp., a Texas corporation  (hereinafter  referred to as "License  Corp."),  and
River City  Broadcasting,  L.P.,  a Delaware  limited  partnership  (hereinafter
referred to as "RCB").

                                    Recitals
                                    --------

         A. WHEREAS,  RCB and SBG are parties to an Asset Purchase  Agreement of
even date herewith (the "RCB Purchase Agreement"); and

         B. WHEREAS,  KRRT and SBG are parties to an Asset Purchase Agreement of
even date herewith (the "KRRT Purchase Agreement"); and

         C.  WHEREAS,  the KRRT  Purchase  Agreement has been assigned by SBG to
Programmer; and

         D.  WHEREAS,  RCB and KRRT are  parties to a Time  Brokerage  Agreement
dated August 3, 1995 (the "KRRT TBA"); and

         E. WHEREAS,  the parties  hereto  desire to set forth their  respective
rights and obligations concerning the above recitals.

          NOW, THEREFORE,  for good and valuable consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  intending  to be
legally bound, agree as follows:

         1.  Programmer  hereby agrees to accept the  assignment of the KRRT TBA
subject to the modification of certain provisions as set forth below.

         2. All references to "Broker" in the TBA shall be to "Programmer."

         3. Section 1.2,  Term, of the Time  Brokerage  Agreement is modified as
            follows:

            "This  Agreement  shall be in force from the 31 day of May, 1996 for
            the Initial Term of five (5) years. Programmer shall have the option
            of  extending  the Initial  Term for an  additional  term  ("Renewal
            Term")  ending  five  (5)  years  immediately  after  the end of the
            Initial  Term. In the event that  Programmer  wishes to exercise the
            Renewal Term option,  Programmer  shall give Licensee written notice
            of the  exercise of said option at least six (6) months prior to the
            end of the Initial Term."

         4. Section 1.4 the KRRT TBA is hereby deleted.

                                       iv

<PAGE>


         5. Attachment 1.5 is hereby amended as follows:

           "During  the term of the Time  Brokerage  Agreement  and any  renewal
           thereof, Programmer will pay to the Licensee on the first day of each
           month a monthly  payment (the "LMA  Payment")  equal to (i) an amount
           (the "Base Payment")  representing the Licensee's  estimated cost (as
           per  Schedule A attached  hereto) of operating  the station.  The LMA
           Payment shall be adjusted  periodically  by the parties in good faith
           to reflect:  (i) changes in the station's  operating  costs, and (ii)
           capital expenditures reasonably necessary for the continuation of the
           station's  broadcast  signal so that Licensee will recover all of its
           expenses and capital  expenditures  relating to the operations of the
           station. In addition to the LMA Payment,  during the last twelve (12)
           months of the Initial  Term of the KRRT TBA,  Programmer  will pay to
           Licensee the Licensee Fee of $8,334.00 per month.  During the Renewal
           Period  commencing  on 31 day of May 2001,  the  License  Fee will be
           $8,334.00  per month.  The  License  Fee shall be payable on the same
           date that the LMA Payments are due."

         6.This Agreement may be executed in  counterparts,  each of which taken
           together shall constitute one and the same instrument.

         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
this day and year first written above.


         LICENSEE:                             PROGRAMMER:

         KRRT, INC.                            KABB, INC.


By: /s/ Myron Jones                            By: /s/ David B. Amy
     -------------                                ----------------------


         LICENSE CORP.:                        ASSIGNOR:

         KRRT LICENSE CORP.                    RIVER CITY BROADCASTING, L.P.

By: /s/ Myron Jones                            By: /s/ Robert Quicksilver
     ----------------                              ----------------------



                                        v