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Sample Business Contracts

Asset Purchase Agreement - WEAR-TV Ltd., Rollins Telecasting Inc., WNNE-TV Inc., KOKH Inc., WCHS Ltd., WVAE-FM Inc., KCFX-FM Inc., Heritage-Wisconsin Broadcasting Corp., KKSN Inc., WBBF Inc., Wil Music Inc., and, KIHT-FM Inc., and Sinclair Broadcast Group Inc.

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                            ASSET PURCHASE AGREEMENT
                                  BY AND AMONG

                                  WEAR-TV, LTD.
                            ROLLINS TELECASTING, INC.
                                  WNNE-TV, INC.
                                   KOKH, INC.
                                   WCHS, LTD.
                                  WVAE-FM, INC.
                                  KCFX-FM, INC.
                      HERITAGE-WISCONSIN BROADCASTING CORP.
                                   KKSN, INC.
                                   WBBF, INC.
                                 WIL MUSIC, INC.
                                       and
                                  KIHT-FM, INC.

                                   as Sellers
                                       AND
                         SINCLAIR BROADCAST GROUP, INC.
                                    as Buyer



                            Dated as of July 16, 1997


Portions  of  this  exhibit  have  been  omitted   pursuant  to  a  request  for
confidential  treatment.  The  omitted  portions,  marked * and [ ],  have  been
separately filed with the Commission.


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                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----
ARTICLE 1. DEFINITIONS AND REFERENCES...................................     4

ARTICLE 2. SALE AND PURCHASE OF ASSETS..................................     4
  2.1.    Asset Sale and Purchase of Assets.............................     4
  2.1.1.  FCC Licenses..................................................     4
  2.1.2.  Real and Leased Property Interests............................     5
  2.1.3.  Tangible Personal Property....................................     5
  2.1.4.  Intellectual Property.........................................     5
  2.1.5.  Program Contracts.............................................     5
  2.1.6.  Trade-out Agreements..........................................     6
  2.1.7.  Broadcast Time Sales Agreement................................     6
  2.1.8.  Operating Contracts...........................................     6
  2.1.9.  Vehicles......................................................     6
  2.1.10. Files and Records.............................................     6
  2.1.11. Auxiliary Facilities..........................................     7
  2.1.12. Permits and Licenses..........................................     7
  2.1.13. Goodwill......................................................     7
  2.2.    Excluded Assets...............................................     7
  2.2.1.  Cash..........................................................     7
  2.2.2.  Accounts Receivable...........................................     7
  2.2.3.  Personal Property Disposed Of.................................     8
  2.2.4.  Insurance.....................................................     8
  2.2.5.  Employee Plans and Assets.....................................     8
  2.2.6.  Right to Tax Refunds..........................................     8
  2.2.7.  Certain Books and Records.....................................     8
  2.2.8.  Third-Party Claims............................................     8
  2.2.9.  Rights Under this Agreement...................................     8
  2.2.10. Names.........................................................     9
  2.2.11. Deposit and Prepaid Expenses..................................     9
  2.2.12. Miscellaneous Excluded Assets.................................     9
  2.3.    Escrow Deposit................................................     9
  2.4.    Purchase Price................................................     9
  2.5.    Payment of Purchase Price at Closing..........................     9
  2.6.    Special Terms for Class A Stations............................    10
  2.7.    Special Terms for Class B Stations............................    14
  2.8.    Proration Amount..............................................    16
  2.9.    Allocation of Base Purchase Price and Deposit.................    19
  2.10.   Assumption of Liabilities.....................................    21
  2.11.   News Corp. Guaranty...........................................    22

<PAGE>


ARTICLE 3. REPRESENTATIONS AND WARRANTIES BY SELLERS....................    22
  3.1.    Organization and Standing.......................................  22
  3.2.    Authorization...................................................  23
  3.3.    Compliance with Laws............................................  23
  3.4.    Consents and Approvals; No Conflicts............................  23
  3.5.    Financial Statements; Undisclosed Liabilities...................  24
  3.6.    Absence of Certain Changes or Events............................  24
  3.7.    Absence of Litigation...........................................  25
  3.8.    Assets..........................................................  25
  3.9.    FCC Matters.....................................................  25
  3.10.   Real Property...................................................  26
  3.11.   Intellectual Property...........................................  26
  3.12.   Station Contracts...............................................  27
  3.13.   Taxes...........................................................  27
  3.14.   Employee Benefit Plans..........................................  28
  3.15.   Labor Relations.................................................  30
  3.16.   Environmental Matters...........................................  30
  3.17.   Insurance.......................................................  31
  3.18.   Reports.........................................................  31

ARTICLE 4. REPRESENTATIONS AND WARRANTIES BY BUYER........................  31
  4.1.    Organization and Standing.......................................  32
  4.2.    Authorization...................................................  32
  4.3.    Consents and Approvals; No Conflicts............................  32
  4.4.    Availability of Funds...........................................  33
  4.5.    Qualification of Buyer..........................................  33
  4.6.    WARN Act........................................................  34
  4.7.    No Outside Reliance.............................................  34
  4.8.    Interpretation of Certain Provisions............................  34

ARTICLE 5. PRE-CLOSING FILINGS............................................  34
  5.1.    Applications for FCC Consent................. ..................  34
  5.2.    Hart-Scott-Rodino...............................................  35
  5.3.    Non-Required Actions............................................  35
  5.4.    KOKH Divestiture................................................  35

ARTICLE 6. COVENANTS AND AGREEMENTS OF SELLERS............................  35
  6.1.    Negative Covenants..............................................  36
  6.1.1.  Dispositions; Mergers...........................................  36
  6.1.2.  Accounting Principles and Practices.............................  36
  6.1.3.  Trade-out Agreements............................................  36
  6.1.4.  Broadcast Time Sales Agreements.................................  36
  6.1.5.  Network Affiliation Agreements and TBAs.........................  36
  6.1.6.  Additional Agreements...........................................  36
  6.1.7.  Breaches........................................................  37
  6.1.8.  Employee Matters................................................  37
  6.1.9.  Actions Affecting FCC Licenses..................................  37
  6.1.10. Programming.....................................................  37
  6.1.11. Encumbrances....................................................  37


<PAGE>

  6.1.12. Transactions With Affiliates....................................  37
  6.2.    Affirmative Covenants...........................................  38
  6.2.1.  Preserve Existence..............................................  38
  6.2.2.  Normal Operations...............................................  38
  6.2.3.  Maintain FCC Licenses...........................................  38
  6.2.4.  Network Affiliation.............................................  38
  6.2.5.  Station Contracts...............................................  39
  6.2.6.  Taxes...........................................................  39
  6.2.7.  Access..........................................................  39
  6.2.8.  Insurance.......................................................  40
  6.2.9.  Financial Statements............................................  40
  6.2.10. Consents........................................................  40
  6.2.11. Corporate Action................................................  41
  6.2.12. Environmental Audit.............................................  41
  6.3.    Confidentiality.................................................  41
  6.4.    Trustee Acknowledgment..........................................  42

ARTICLE 7. COVENANTS AND AGREEMENTS OF BUYER..............................  42
  7.1.    Confidentiality.................................................  42
  7.2.    Corporate Action................................................  42
  7.3.    Access..........................................................  43
  7.4.    Collection of Receivables.......................................  43

ARTICLE 8. MUTUAL COVENANTS AND UNDERSTANDINGS  OF SELLERS AND BUYER......  44
  8.1.    Possession and Control..........................................  44
  8.2.    Risk of Loss....................................................  44
  8.3.    Public Announcements............................................  45
  8.4.    Employee Matters................................................  45
  8.5.    Disclosure Schedules............................................  48
  8.6.    Bulk Sales Laws.................................................  49
  8.7.    Tax Matters.....................................................  49
  8.8.    Preservation of Books and Records...............................  49

ARTICLE 9. CONDITIONS PRECEDENT TO  BUYER'S OBLIGATION TO CLOSE...........  49
  9.1.    Representations and Covenants...................................  49
  9.2.    Delivery of Documents...........................................  50
  9.3.    FCC Order.......................................................  50
  9.4.    Hart-Scott-Rodino...............................................  50
  9.5.    Legal Proceedings...............................................  50

ARTICLE 10. CONDITIONS PRECEDENT TO  SELLERS' OBLIGATION TO CLOSE.........  50
  10.1.   Consummation of the
          Merger..........................................................  50
  10.2.   Representations and Covenants...................................  50
  10.3.   Delivery by Buyer...............................................  51


<PAGE>


  10.4.   FCC Order......................................................   51
  10.5.   Hart-Scott-Rodino..............................................   51
  10.6.   Legal Proceedings..............................................   51

ARTICLE 11. CLOSING......................................................   51
  11.1.   Closings.......................................................   51
  11.2.   Delivery by Sellers............................................   52
  11.2.1. Agreements and Instruments.....................................   53
  11.2.2. Consents.......................................................   53
  11.2.3. Certified Resolutions..........................................   53
  11.2.4. Officers' Certificates.........................................   53
  11.2.5. Good Standing Certificates.....................................   53
  11.2.6. Opinion of Counsel.............................................   54
  11.3.   Delivery by Buyer..............................................   54
  11.3.1. Purchase Price Payment.........................................   54
  11.3.2. Agreements and Instruments.....................................   54
  11.3.3. Certified Resolutions..........................................   54
  11.3.4. Officers' Certificate..........................................   54
  11.3.5. Opinion of Counsel.............................................   54

ARTICLE 12. SURVIVAL; INDEMNIFICATION....................................   55
  12.1.   Survival of Representations....................................   55
  12.2.   Indemnification by Sellers.....................................   56
  12.3.   Indemnification by Buyer.......................................   56
  12.4.   Limitations on Indemnification.................................   57
  12.5.   Conditions of Indemnification..................................   58
  12.6.   Cure of Breach.................................................   59

ARTICLE 13. TERMINATION..................................................   60
  13.1.   Termination by the Parties.....................................   60
  13.2.   Automatic Termination..........................................   60
  13.3.   Effect of Termination..........................................   60

ARTICLE 14. REMEDIES.....................................................   61
  14.1.   Default by Buyer...............................................   61
  14.2.   Default by Sellers.............................................   62
  14.3.   Liquidated Damages.............................................   62

ARTICLE 15. GENERAL PROVISIONS...........................................   62
  15.1.   Additional Actions, Documents and Information..................   62
  15.2.   Brokers........................................................   63
  15.3.   Expenses and Taxes.............................................   63
  15.4.   Notices........................................................   63
  15.5.   Waiver.........................................................   65
  15.6.   Benefit and Assignment.........................................   65
  15.7.   Entire Agreement; Amendment....................................   66
  15.8.   Severability...................................................   67


<PAGE>

  15.9.   Headings.......................................................   67
  15.10.  Governing Law..................................................   67
  15.11.  Signature in Counterparts......................................   67



<PAGE>


                            ASSET PURCHASE AGREEMENT



                    THIS ASSET PURCHASE  AGREEMENT (this "Agreement") is entered
into as of this 16th day of July,  1997,  by and among  WEAR-TV,  LTD.,  an Iowa
corporation  ("WEAR  Subsidiary"),   ROLLINS   TELECASTING,   INC.,  a  Delaware
corporation ("WPTZ  Subsidiary"),  WNNE-TV,  INC., a Vermont  corporation ("WNNE
Subsidiary"),  KOKH, INC., a Delaware  corporation  ("KOKH  Subsidiary"),  WCHS,
LTD.,  an  Iowa  corporation  ("WCHS  Subsidiary"),   WVAE-FM,   INC.,  an  Iowa
corporation ("Norfolk Subsidiary"),  KCFX-FM, INC., an Iowa corporation ("Kansas
City   Subsidiary"),   HERITAGE-WISCONSIN   BROADCASTING   CORP.,   a  Wisconsin
corporation  ("Milwaukee  Subsidiary"),   KKSN,  INC.,  a  Delaware  corporation
("Portland  Subsidiary"),   WBBF,  INC.,  a  New  York  corporation  ("Rochester
Subsidiary"),  WIL MUSIC, INC., a Missouri  corporation ("St. Louis Subsidiary")
and  KIHT-FM,  INC., a Missouri  corporation  ("KIHT  Subsidiary")  (each of the
foregoing  entities  shall be referred to herein  individually  as "Seller"  and
collectively  as  "Sellers")  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 the radio and television stations owned, controlled or operated
by certain subsidiaries of HMC will be divested;

<PAGE>




                    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 the
Sellers,  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, WEAR Subsidiary,  WPTZ Subsidiary, WNNE Subsidiary,
KOKH Subsidiary,  WCHS Subsidiary,  Norfolk Subsidiary,  Kansas City Subsidiary,
Milwaukee  Subsidiary,  Portland  Subsidiary,  Rochester  Subsidiary,  St. Louis
Subsidiary and KIHT Subsidiary are each  wholly-owned  indirect  subsidiaries of
HMC;

                    WHEREAS,  WEAR  Subsidiary  is the  licensee  of  television
broadcast station WEAR-TV, Channel 3, Pensacola,  Florida ("WEAR"),  pursuant to
certain  authorizations  issued by the FCC and WEAR Subsidiary operates WEAR and
owns or leases certain assets used in connection with the operation of WEAR;

                    WHEREAS,  WEAR Subsidiary also operates television broadcast
station WFGX-TV, Channel 35, Pensacola, Florida ("WFGX"), pursuant to a TBA, and
WEAR  Subsidiary  owns or leases  certain  assets  used in  connection  with the
operation of WFGX;

                    WHEREAS,  WPTZ  Subsidiary  is the  licensee  of  television
broadcast station WPTZ-TV, Channel 5, North Pole, New York ("WPTZ"), pursuant to
certain  authorizations  issued by the FCC and WPTZ Subsidiary operates WPTZ and
owns or leases certain assets used in connection with the operation of WPTZ;

                    WHEREAS,  WPTZ  Subsidiary  is also a party to a TBA for the
operation  of WFFF-TV,  Channel  44,  North Pole,  New York  ("WFFF"),  and WPTZ
Subsidiary  owns or  leases  certain  assets to be used in  connection  with the
operation of WFFF;

                    WHEREAS,  WNNE  Subsidiary  is the  licensee  of  television
broadcast station WNNE-TV, Channel 31, Hartford,  Vermont ("WNNE"),  pursuant to
certain  authorizations  issued by the FCC and WNNE Subsidiary operates WNNE and
owns or leases certain assets used in connection with the operation of WNNE;

                    WHEREAS,  KOKH  Subsidiary  is the  licensee  of  television
broadcast  station  KOKH-TV,  Channel  25,  Oklahoma  City,  Oklahoma  ("KOKH"),
pursuant  to  certain  authorizations  issued  by the  FCC and  KOKH  Subsidiary
operates  KOKH and owns or leases  certain  assets used in  connection  with the
operation of KOKH;



<PAGE>




                    WHEREAS,  WCHS  Subsidiary  is the  licensee  of  television
broadcast  station  WCHS-TV,  Channel 8,  Charleston,  West  Virginia  ("WCHS"),
pursuant  to  certain  authorizations  issued  by the  FCC and  WCHS  Subsidiary
operates  WCHS and owns or leases  certain  assets used in  connection  with the
operation of WCHS;

                    WHEREAS,   Norfolk  Subsidiary  is  the  licensee  of  radio
broadcast  stations  WGH(FM),  Newport News,  Virginia,  WGH(AM),  Newport News,
Virginia and WVCL(FM), Norfolk, Virginia (collectively,  the "Norfolk Stations")
pursuant to certain  authorizations  issued by the FCC,  and Norfolk  Subsidiary
operates  the  Norfolk  Stations  and  owns or  leases  certain  assets  used in
connection with the operation of the Norfolk Stations;

                    WHEREAS,  Kansas City  Subsidiary  is the  licensee of radio
broadcast  stations KXTR(FM),  Kansas City,  Missouri,  KCFX-FM,  Harrisonville,
Missouri,  KCIY(FM), Liberty, Missouri,  KCAZ(AM), Mission, Kansas and KQRC(FM),
Leavenworth,  Kansas  ("KQRC"  and  collectively,  the "Kansas  City  Stations")
pursuant to certain authorizations issued by the FCC, and Kansas City Subsidiary
operates  the Kansas City  Stations,  with the  exception  of KCAZ(AM)  which is
operated by Children's Radio Group,  Inc.  pursuant to a TBA, and owns or leases
certain  assets  used in  connection  with the  operations  of the  Kansas  City
Stations;

                    WHEREAS,  Milwaukee  Subsidiary  is the  licensee  of  radio
broadcast  stations  WEMP(AM),   Milwaukee,   Wisconsin,   WMYX(FM),  Milwaukee,
Wisconsin  and  WAMG(FM),  Wauwatosa,  Wisconsin  (collectively,  the  Milwaukee
Stations") pursuant to certain  authorizations  issued by the FCC, and Milwaukee
Subsidiary  operates the Milwaukee  Stations and owns or leases  certain  assets
used in connection with the operation of the Milwaukee Stations;

                    WHEREAS,  Portland  Subsidiary  is  the  licensee  of  radio
broadcast stations KKSN(AM), Vancouver,  Washington,  KKSN-FM, Salem, Oregon and
KKRH-FM,  Salem,  Oregon  (collectively,  the "Portland  Stations")  pursuant to
certain  authorizations  issued by the FCC, and Portland Subsidiary operates the
Portland  Stations and owns or leases certain assets used in connection with the
operation of the Portland Stations;

                    WHEREAS,  Rochester  Subsidiary  is the  licensee  of  radio
broadcast stations WBBF(AM),  Rochester, New York, WBEE-FM, Rochester, New York,
WKLX(FM),  Rochester, New York and WQRV(FM),  Avon, New York (collectively,  the
"Rochester Stations") pursuant to certain  authorizations issued by the FCC, and
Rochester  Subsidiary operates the Rochester Stations and owns or leases certain
assets used in connection with the operation of the Rochester Stations;

                    WHEREAS,  St.  Louis  Subsidiary  is the  licensee  of radio
broadcast stations WRTH(AM), St. Louis, Missouri and WIL-FM, St. Louis, Missouri

<PAGE>




(together,  the "St. Louis Stations") pursuant to certain  authorizations issued
by the FCC, and St. Louis Subsidiary operates the St. Louis Stations and owns or
leases  certain  assets used in  connection  with the operation of the St. Louis
Stations;


                    WHEREAS,  KIHT Subsidiary is the licensee of radio broadcast
station   KIHT(FM),   St.   Louis,   Missouri   ("KIHT")   pursuant  to  certain
authorizations  issued by the FCC, and KIHT Subsidiary operates KIHT and owns or
leases certain assets used in connection with the operation of KIHT; and

                    WHEREAS,  the  parties  hereto  desire  to enter  into  this
Agreement to provide for the sale,  assignment  and transfer by Sellers to Buyer
of the assets owned,  leased or used by Sellers in connection  with the business
and  operations  of WEAR,  WPTZ,  WNNE,  KOKH,  WCHS,  WFGX,  WFFF,  the Norfolk
Stations,  the Kansas  City  Stations,  the  Milwaukee  Stations,  the  Portland
Stations, the Rochester Stations, the St. Louis Stations and KIHT (individually,
a  "Station"  and  collectively,  the  "Stations"),  all  subject  to the  terms
described in this Agreement.

                    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 any Stations, each 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 each  Seller,  all of each  Seller's  right,  title and interest in, to and
under all real, personal and mixed assets, rights, benefits and privileges, both
tangible and intangible,

<PAGE>




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


                    The Assets shall include,  without  limitation,  all of each
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 any  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.

                    2.1.2.      Real and Leased Property Interests.

                    (a) All the real  property  owned by any  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 any
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 any 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 any  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
any 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.



<PAGE>




                    2.1.4.      Intellectual Property.


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

                    2.1.5.      Program Contracts.

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

                    2.1.6.      Trade-out Agreements.

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

                    2.1.7.      Broadcast Time Sales Agreement.

                    All  contracts and  agreements  pursuant to which any Seller
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

<PAGE>




(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 any 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.

                    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 any 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 any 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 Sellers,  to the extent
in  existence as of the Closing Date for a  particular  Station,  the  following
assets (collectively, the "Excluded Assets").



<PAGE>




                    2.2.1.      Cash.


                    All cash,  cash  equivalents or deposits held by any 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 any Seller; provided,  however, if
Buyer has made either a Class A 100%  Payment or a Class B Payment,  Buyer shall
be entitled  to receive  the cash flow from the  business  and  operations  of a
Station to the extent  provided  for in Section 2.6 and Section  2.7;  provided,
further,  that if the  option to  acquire  KCAZ  described  on  Schedule  3.8 is
executed on or prior to the Closing Date, then the cash received by Sellers upon
such  exercise  shall be paid to Buyer  upon the  Closing  for all of the  radio
stations in the Kansas City DMA.

                    2.2.2.      Accounts Receivable.

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

                    2.2.3.      Personal Property Disposed Of.

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

                    2.2.4.      Insurance.

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

                    2.2.5.      Employee Plans and Assets.

                    All Plans,  Benefit  Arrangements  (except  for any  Station
Contracts,  Proration Items or other matters which are  specifically  assumed by
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 any Seller with respect to
any Tax refunds.

                    2.2.7.      Certain Books and Records.

                    All of each (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,

<PAGE>




unemployment,  real  estate  and other Tax  records)  and other  similar  books,
records and information of any Seller relating to such Seller's operation of the
business of the Stations prior to the Closing, (c) all records prepared by or on
behalf of  Sellers  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  any  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  each  Seller's  rights  under  or  pursuant  to this
Agreement  or any  other  rights  in  favor of  Sellers  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.

                    2.2.11.     Deposit and Prepaid Expenses.

                    All  of  each  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  Sellers  receive a credit
therefor in the calculation of the Proration Amount pursuant to Section 2.8.

                    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 New Orleans 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

<PAGE>

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


provide for the  replacement  of the cash Deposit with an original,  irrevocable
letter of credit for the benefit of Sellers in the amount of the Deposit, all on
terms  and  conditions  satisfactory  to  Sellers  in their  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  2.10,  Buyer agrees to pay to Sellers,  and Sellers  agree to accept
from Buyer, an amount equal to SIX HUNDRED FOUR MILLION DOLLARS  ($604,000,000),
(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 allocable portion of the Purchase Price for each Station
(as set forth in Section  2.9.1)  shall be payable to Sellers at the Closing for
such  Station  (except to the extent that any part of the  Purchase  Price shall
have been paid on a Payment  Date  pursuant  to Section  2.6 or Section  2.7) as
follows:

                  2.5.1.  Buyer and Sellers shall cause the Deposit Escrow Agent
to deliver to Sellers the amount of the Deposit  allocable  to the  Stations for
which a Closing  is  taking  place by wire  transfer  of  immediately  available
federal  funds to an account  which will be  identified by Sellers not less than
two (2) days prior to the Closing Date; provided,  however,  none of the Deposit
shall be released by the Deposit  Escrow Agent at any Closing  until the Deposit
Release Date.

                  2.5.2.  Buyer  shall  deliver  the  balance  of the  allocable
portion of the Purchase  Price for such Station by wire transfer of  immediately
available  federal  funds to an account  which will be identified by Sellers 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 for such Station.


         2.6.     Special Terms for Class A Stations.

                  2.6.1.  If all of the Closings for the Class A Stations  shall
not have occurred  prior to such date which is nine (9) months after the date of
this Agreement (the "Class A 80% Payment Date"), and if the conditions set forth
in  Section  9.1 and  Section  9.5 (and  only  such  Sections)  would  have been
satisfied if the Class A 80% Payment Date was the Closing Date, then Buyer shall
pay to  Sellers  on the  Class A 80%  Payment  Date the  amount  of [*] less any
portion of the Purchase Price which has been received by the Sellers pursuant to
any Closings

<PAGE>

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


which occur for either Class A Stations or Class B Stations prior to the Class A
80% Payment  Date (the "Class A 80%  Payment") by wire  transfer of  immediately
available  federal  funds to an account  which will be identified by Sellers not
less than two (2) days prior to the Class A 80% Payment Date.


                  If the conditions set forth in Section 9.1 and Section 9.5 are
not  satisfied  as of the date which would  otherwise  have been the Class A 80%
Payment Date,  then Buyer shall pay the Class A 80% Payment in  accordance  with
the above within two (2) days after the first date on which such  conditions are
satisfied.  If the issuance of the FCC Orders for any of the Class A Stations or
any of the Class B Stations is delayed  until after the Class A 80% Payment Date
solely  due to any issue  raised  by the FCC or any  petitioner  concerning  any
Subject Party (any such Station being a "Delayed 80% Station"),  then the amount
of the Class A 80% Payment due and payable on the Class A 80% Payment Date shall
be reduced by the amount of the Base Purchase Price for such Delayed 80% Station
until the  issuance of the FCC Orders for each such  Delayed 80%  Station.  If a
Closing for a Class A Station shall not have occurred on or prior to the Class A
80% Payment Date solely due to an intentional breach by Sellers which caused the
conditions set forth in Section 9.2 not to be satisfied,  then the amount of the
Class A 80% Payment  due and  payable on the Class A 80%  Payment  Date shall be
reduced by an amount of the Base  Purchase  Price for such Class A Station until
such breach is cured by Sellers.

                  2.6.2 If all of the  Closings  for the Class A Stations  shall
not have occurred on or prior to such date which is twelve (12) months after the
date of this  Agreement  (the "Class A 100% Payment  Date" and together with the
Class A 80% Payment Date, a "Class A Payment  Date"),  and if the conditions set
forth in Section 9.1 and Section  9.5 (and only such  Sections)  would have been
satisfied  if the Class A 100%  Payment  Date was the Closing  Date,  then Buyer
shall pay to Sellers on the Class A 100%  Payment  Date,  an amount equal to [*]
less any portion of the  Purchase  Price which has been  received by the Sellers
pursuant to any Closings which occur for any Class A Stations on or prior to the
Class A 100%  Payment Date (the "Class A 100%  Payment"  and  together  with the
Class A 80%  Payment,  a "Class A  Payment")  in  respect  of any of the Class A
Stations for which a Closing has not occurred as follows:

                  (a) Buyer and Sellers shall cause the Deposit  Escrow Agent to
deliver to Sellers the amount of [*](the  "Class A Deposit") by wire transfer of
immediately  available  federal  funds to an account which will be identified by
Sellers  not less  than two (2) days  prior to the  Class A 100%  Payment  Date;
provided,  however,  if the amount of the Class A 100%  Payment is less than the
amount of the Class A Deposit, Sellers

<PAGE>




shall only receive the amount of the Class A 100% Payment, and any amount of the
Class A  Deposit  in excess of the Class A 100%  Payment  shall be  returned  to
Buyer.


                  (b)  Buyer  shall  deliver  the  balance  of the  Class A 100%
Payment by wire transfer of  immediately  available  federal funds to an account
which  will be  identified  by  Sellers  not less than two (2) days prior to the
Class A 100% Payment Date.

                  If the conditions set forth in Section 9.1 and Section 9.5 are
not  satisfied as of the date which would  otherwise  have been the Class A 100%
Payment Date,  then Buyer shall pay the Class A 100% Payment in accordance  with
the above within two (2) days after the first date on which such  conditions are
satisfied.  If the issuance of the FCC Orders for any of the Class A Stations is
delayed until after the Class A 100% Payment Date solely due to any issue raised
by the FCC or any  petitioner  concerning  any  Subject  Party (any such Class A
Station  being a "Delayed  100%  Station"),  then the amount of the Class A 100%
Payment due and payable on the Class A 100% Payment Date shall be reduced by the
amount  of the Base  Purchase  Price for such  Delayed  100%  Station  until the
issuance of the FCC Orders for each such Delayed 100% Station. In the event that
the FCC  Application  with respect to any such  Delayed  100%  Station  shall 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 such Station and, if the Deposit  Release Date shall have
occurred, then Buyer shall receive that portion of the Deposit allocable to such
Station or, if later,  when the Deposit Release Date occurs.  If a Closing for a
Class A Station  shall not have occurred on or prior to the Class A 100% Payment
Date due solely to an intentional  breach by Sellers which caused the conditions
set forth in  Section  9.2 not to be  satisfied,  then the amount of the Class A
100%  Payment due and payable on the Class A 100%  Payment Date shall be reduced
by an amount of the Base  Purchase  Price for such  Class A Station  until  such
breach is cured by Sellers.

                  2.6.3.  From and after the payment of the Class A 100% Payment
and continuing  until the earlier to occur of the Closing Date or the closing of
an Account Sale (the "Class A Interim Period"), all Class A Stations for which a
Closing  or an Account  Sale  shall not have  occurred  shall  remain  under the
ownership and complete control of Sellers,  and Sellers shall operate such Class
A Stations for Buyer's account and benefit; provided, however, that the proceeds
from the collection of Accounts Receivable of such Class A Stations in existence
as of the Class A 100% Payment Date shall be for the account of Sellers.  During
the Class A Interim  Period,  all  revenues  from the  operation of such Class A
Stations (other than the proceeds from the collection of the Accounts Receivable
of such Class A Stations in existence  as of the Class A 100%  Payment  Date) in
excess of the Sellers'  Cost of Carry (the "Class A Stations'  Cash Flow") shall
be maintained by Sellers for the benefit of Buyer. For tax purposes, the parties
agree that at all times during the

<PAGE>




Class A Interim  Period,  Sellers  shall be treated as the owner of such Class A
Stations,  and all tax reports and returns will be filed  consistent  therewith;
provided,  however, that Buyer shall have the right to consult with Sellers with
respect to any tax treatment of such Class A Stations that could affect  Buyer's
ownership  thereof after  Closing.  Notwithstanding  anything else herein to the
contrary,  if during the Class A Interim  Period the Class A Stations' Cash Flow
is insufficient to permit Sellers to take any action necessary to avoid a breach
of this  Agreement,  no breach will be deemed to have  occurred if Sellers  give
Buyer  notice and an  opportunity  to provide  the funds  necessary  to take the
required action.


                  2.6.4.  If the Closing  for any of the Class A Stations  shall
not have  occurred  prior to such date which is two (2) years  after the date of
this  Agreement and Sellers  shall have received the Class A 100% Payment,  then
Sellers  shall  have the right to sell  such  Class A  Stations  (or at any time
following  Sellers'  receipt of the Class A 100%  Payment,  Buyer shall have the
right to cause Sellers to sell such Class A 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 Sellers in connection with any such Sale,
nor any indemnification available to any Buyer in respect thereof from and after
the  closing  of  any  such   Account   Sale  other  than  such   survival   and
indemnification  to the  extent  set forth in  Article  12 hereof  (such a sale,
whether  for the Class A Stations  or the Class B Stations  pursuant  to Section
2.7.5, is hereinafter  referred to as an "Account  Sale").  At the closing of an
Account Sale pursuant to this Section 2.6.4, 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.

                  2.6.5 If Buyer  fails to pay any  Class A  Payment  when  such
payment  is due and  payable  in  accordance  with the terms and  conditions  of
Section  2.6.1  and  Section  2.6.2,  as  applicable,  then  (a)  Sellers  shall
immediately  receive  the entire  Deposit,  (b)  Sellers  shall sell the Class A
Stations  and/or the Class B Stations  with  respect to which a Closing  has not
occurred,  for Sellers'  account and benefit on terms and conditions and to such
buyer or buyers as determined by Sellers in their sole and absolute  discretion,
subject to the  immediately  succeeding  sentence of this Section  2.6.5 (such a
sale,  whether for the Class A Stations and/or the Class B Stations  pursuant to
Section  2.7.1,  is  hereinafter  referred  to as a  "Makewell  Sale"),  and (c)
Sellers'  obligations  hereunder to proceed with the sale of any of the Stations
to Buyer shall  automatically  terminate  without further action by the parties.
Sellers agree to use  commercially  reasonable  efforts to  consummate  any such
Makewell  Sale on arm's  length  terms  within three (3) years after the Class A
100% Payment  Date.  At the closing of a Makewell  Sale for the Class A Stations
(the "Class A Makewell  Closing"),  Sellers shall receive all proceeds from such
Makewell

<PAGE>




Sale,  and  Buyer  shall  immediately  pay to  Sellers  (the  "Class A  Makewell
Payment")  the amount equal to the greater of (a) the Default  Amount or (b) the
sum of (i) the  amount,  if any, by which the Class A 100%  Payment  exceeds the
proceeds  received by Sellers from such  Makewell  Sale (net of all  Disposition
Expenses other than income Taxes in connection  with such Makewell  Sale),  plus
(ii)  interest  on the  Class A 100%  Payment  (less any  amount of the  Deposit
previously  released to Sellers) at the rate of six percent  (6%) per annum from
the Class A 80%  Payment  Date until the date that  Sellers  receive the Class A
Makewell Payment from Buyer; provided, that if any Closings for Class A Stations
occur  between the Class A 80% Payment Date and the Class A 100%  Payment  Date,
interest  shall cease  accruing with respect to that portion of the Class A 100%
Payment paid at such  Closings,  as of the date of such  Closings.  Such payment
shall be made by wire  transfer of  immediately  available  federal  funds to an
account  identified  by Sellers  not less than two (2) days prior to the date of
the Class A Makewell Closing. If Sellers have received the Deposit in accordance
with this Section 2.6.5,  upon the payment of all Makewell  Payments pursuant to
this Section 2.6.5 and Section 2.7.2,  the Sellers shall return the Deposit (but
not in excess of any Makewell  Payment) to Buyer by wire transfer of immediately
available federal funds to an account identified by Buyer.


                  2.6.6.  Buyer  acknowledges  and agrees that,  notwithstanding
anything to the contrary  contained  in this  Agreement  or  otherwise,  Buyer's
obligation  to pay a Class A  Payment  on or  prior  to a Class A  Payment  Date
pursuant  to  Section  2.6.1  and  Section  2.6.2,  as  applicable,  or  Buyer's
obligation  to pay the  Class A  Makewell  Payment  on the  date of the  Class A
Makewell Closing pursuant to Section 2.6.5, and the rights of Sellers to receive
such payment(s),  (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, any breach
by any Seller of any  representations,  warranties,  covenants or agreements set
forth  herein  except  as set  forth in  Section  2.6.1 and  Section  2.6.2,  as
applicable.  Payment of a Class A Payment or the Class A Makewell  Payment shall
be final and  non-refundable and Buyer shall not seek to recover all or any part
of such payment from any 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.

                  2.6.7.  Upon the occurrence of the Deposit Release Date, Buyer
shall be entitled to require that the Deposit  Escrow Agent release to Buyer the
allocable  portion of the Deposit  that would have been  released at each of the
Closings which have occurred on or prior to the Deposit Release Date.




<PAGE>

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


         2.7.     Special Terms for Class B Stations.

                  2.7.1.  If (a) Buyer  shall not have paid the Class A Payments
when such  payments are due and payable in  accordance  with  Section  2.6.1 and
Section 2.6.2, as applicable, or (b) the Closing for all of the Class B Stations
shall not have occurred prior to such date which is twelve (12) months after the
date of this  Agreement  and Buyer shall not have paid to Sellers on or prior to
such date the amount of [*],  less any portion of the  Purchase  Price which has
been  received by Sellers  pursuant to any Closings  which occur for any Class B
Stations on or prior to such date (the  "Class B  Payment")  pursuant to Section
2.7.3 below, then Sellers shall sell the Class B Stations pursuant to a Makewell
Sale, and Sellers' obligations hereunder to proceed with the sale of the Class B
Stations to Buyer shall  automatically  terminate  without further action by the
parties. Sellers agree to use commercially reasonable efforts to consummate such
Makewell Sale on arm's length terms within four (4) years after the date hereof.

                  2.7.2.  At the closing of a Makewell  Sale pursuant to Section
2.7.1 (the "Class B Makewell Closing"),  Sellers shall receive all proceeds from
such Makewell  Sale,  and Buyer shall  immediately  pay to Sellers (the "Class B
Makewell  Payment")  the sum of (a) the  amount,  if any,  by which  the Class B
Payment exceeds the proceeds received by Sellers from such Makewell Sale (net of
all  Disposition  Expenses  other  than  income  Taxes in  connection  with such
Makewell Sale), plus (b) interest on the Class B Payment (less any amount of the
Deposit  previously  released to  Sellers)  at the rate of six percent  (6%) per
annum from the Class A 80% Payment Date until the date that Sellers  receive the
Class B Makewell Payment from Buyer; provided,  that if any Closings for Class B
Stations occur between the Class A 80% Payment Date and the Class A 100% Payment
Date,  interest shall cease accruing with respect to that portion of the Class B
Payment paid at such  Closings,  as of the date of such  Closings.  Such payment
shall be made by wire  transfer of  immediately  available  federal  funds to an
account  identified  by Sellers  not less than two (2) days prior to the date of
the Class B Makewell Closing.

                  2.7.3. In lieu of a Makewell Sale for the Class B Stations, if
Buyer has paid all Class A Payments  when such  payments  are due and payable in
accordance  with the terms and conditions of Section 2.6.1 and Section 2.6.2, as
applicable,  then  Buyer  shall  have the  right to pay to  Sellers  the Class B
Payment in respect of the Class B Stations  at any time on or prior to such date
which is twelve (12) months after the date of this  Agreement (the date on which
Sellers receive the Class B Payment from Buyer pursuant to this Section 2.7.3 is
referred to herein as the "Class B Payment  Date" and together  with the Class A
Payment Date, a "Payment Date"). Payment of the Class B Payment shall be made as
follows:


<PAGE>


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


                  (a) Buyer shall cause the Deposit  Escrow  Agent to deliver to
Sellers the amount of [*], less any portion of the Deposit  previously  released
at any Closing which occurred for any Class B Station on or prior to the Class B
Payment Date (the "Class B Deposit") by wire transfer of  immediately  available
federal  funds to an account  which will be  identified by Sellers not less than
two (2) days prior to the Class B Payment Date.

                  (b) Buyer shall  deliver the balance of the Class B Payment by
wire transfer of immediately available federal funds to an account which will be
identified  by  Sellers  not less than two (2) days prior to the Class B Payment
Date.

                  2.7.4 From and after the  payment  of the Class B Payment  and
continuing  until the earlier to occur of the Closing  Date or the closing of an
Account Sale (the "Class B Interim  Period"),  the Class B Stations shall remain
under the ownership and complete  control of Sellers,  and Sellers shall operate
the Class B Stations for Buyer's account and benefit;  provided,  however,  that
the proceeds from the collection of Accounts  Receivable of the Class B Stations
in existence as of the Class B Payment Date shall be for the account of Sellers.
During the Class B Interim Period,  all revenues from the operation of the Class
B  Stations  (other  than the  proceeds  from  the  collection  of the  Accounts
Receivable of such Class B Stations in existence as of the Class B Payment Date)
in excess of the  Sellers'  Cost of Carry (the  "Class B  Stations'  Cash Flow")
shall be maintained by Sellers for the benefit of Buyer.  For tax purposes,  the
parties agree that at all times during the Class B Interim Period, Sellers shall
be treated as the owner of the Class B Stations, and all tax reports and returns
will be filed consistent therewith; provided, however, that Buyer shall have the
right to consult with  Sellers with respect to any tax  treatment of the Class B
Stations  that  could  affect   Buyer's   ownership   thereof   after   Closing.
Notwithstanding  anything  else  herein to the  contrary,  if during the Class B
Interim Period the Class B Stations' Cash Flow is insufficient to permit Sellers
to take any action necessary to avoid a breach of this Agreement, no breach will
be deemed to have  occurred if Sellers give Buyer notice and an  opportunity  to
provide the funds necessary to take the required action.

                  2.7.5.  If the Closing for the Class B Stations shall not have
occurred  prior to such  date  which  is two (2)  years  after  the date of this
Agreement and the Sellers shall have received the Class B Payment,  then Sellers
may sell (or at any time  following  Sellers'  receipt  of the Class B  Payment,
Buyer shall have the right to cause  Sellers to sell) the Class B Stations in an
Account Sale. At the closing of an Account Sale pursuant to this Section  2.7.5,
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.



<PAGE>





                  2.7.6.  Buyer  acknowledges  and agrees that,  notwithstanding
anything to the contrary  contained  in this  Agreement  or  otherwise,  Buyer's
obligation to pay the Class B Makewell Payment pursuant to Section 2.7.2 and the
rights  of  Sellers  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 any  Seller.  Payment  of the Class B
Payment or the Class B Makewell  Payment shall be final and  non-refundable  and
Buyer shall not seek to recover all or any part of such  payment from any 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.


         2.8.       Proration Amount.

                  2.8.1.  Subject to the terms and  conditions of Section 2.8.2,
at least  five  (5) days  prior  to the  Closing  Date for any of the  Stations,
Sellers shall make a good faith estimate of the adjustments to the Base Purchase
Price  customary in television  and radio  broadcast  station  transactions  for
Proration Items (the "Proration  Amount") to reflect that all Proration Items of
such Stations shall be apportioned  between Buyer and Sellers in accordance with
the principle  that Sellers shall receive the benefit of all revenues,  refunds,
deposits  (other than  deposits  for Program  Contracts  which shall be prorated
based on the  percentage  of the term that the film or program was aired on such
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 such 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 such 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:  (a) the negative  trade balance  (i.e.,  the amount by which the value of
goods or services to be received is less than the value of any advertising  time
remaining  to be run)  for any  Television  Station  exceeds  $50,000  as of the
Closing Date, and (b) the negative net trade balance for any Radio Group exceeds
$50,000.  Determinations  pursuant  to  this  Section  2.8.1  shall  be  made in
accordance with generally accepted accounting  principles  consistently  applied
for the period prior to the Closing Date.

                  2.8.2.  Notwithstanding  anything to the contrary contained in
Section 2.8.1 and to the extent consistent with Section 2.6.5 and Section 2.7.5,
(a) if Sellers shall have received the Class A 100% Payment,  then the Proration
Amount for the Class A Stations for which a Closing  shall not have  occurred as
of the Class

<PAGE>




 A 100% Payment  Date,  shall be  determined  under Section 2.8.1 on the Closing
Date (or the closing date of an Account Sale, if applicable) in accordance  with
the principle  that Sellers shall receive the benefit of all revenues,  refunds,
deposits  (other than  deposits  for Program  Contracts  which shall be prorated
based on the  percentage  of the term that the film or program was aired on such
Class A  Stations  before  the  Class A 100%  Payment  Date  and the  percentage
available  to be aired on and after the Class A 100%  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 such  Class A
Stations for the period prior to the Class A 100% 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 such Class A Stations  before the Class A
100%  Payment  Date and the  percentage  available  to be aired on and after the
Class A 100% 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 such Class A Stations for the period from and after the Class A
100% Payment  Date;  and (b) if Sellers shall have received the Class B Payment,
then the Proration Amount for the Class B Stations for which a Closing shall not
have occurred as of the Class B Payment Date,  shall be determined under Section
2.8.1  on the  Closing  Date  (or  the  closing  date  of an  Account  Sale,  if
applicable)  in  accordance  with the  principle  that Sellers shall receive the
benefit of all  revenues,  refunds,  deposits  (other than  deposits for Program
Contracts  which shall be prorated  based on the percentage of the term that the
film or program  was aired on such  Class B Stations  before the Class B Payment
Date and the  percentage  available to be aired on and after the Class B 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 such
Class B Stations  for the period  prior to the Class B 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 Class
B Payment Date and the percentage available to be aired on and after the Class B
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 Class B Stations for the period from and after the Class B Payment Date.


                  2.8.3.  Within ninety (90) days after the Closing Date (or the
closing date of an Account Sale, if applicable),  Buyer shall deliver to Sellers
in writing  and in  reasonable  detail a good faith final  determination  of the
Proration Amount  determined as of the Closing Date under Section 2.8.1 or as of
a Payment Date under  Section 2.8.2 ("Final  Proration  Amount").  Sellers shall
assist Buyer in making such determination,  and Buyer shall provide Sellers with
reasonable access to the properties,  books and records relating to the Stations
for the purpose of determining  the Final Proration  Amount.  Sellers shall have
the right to review the

<PAGE>




computations  and workpapers used in connection with Buyer's  preparation of the
Final  Proration  Amount.  If  Sellers  disagree  with the  amount  of the Final
Proration Amount  determined by Buyer,  Sellers shall so notify Buyer in writing
within  thirty  (30) days after the date of receipt of Buyer's  Final  Proration
Amount, specifying in detail any point of disagreement;  provided, however, that
if Sellers fail to notify Buyer in writing of Sellers'  disagreement within such
thirty (30) day period,  Buyer's  determination  of the Final  Proration  Amount
shall be final,  conclusive and binding on Sellers and Buyer.  After the receipt
of any notice of  disagreement,  Buyer and Sellers shall negotiate in good faith
to resolve any  disagreements  regarding the Final Proration Amount. If any such
disagreement  cannot be resolved by Sellers  and Buyer  within  thirty (30) days
after  Buyer  has  received  notice  from  Sellers  of  the  existence  of  such
disagreement,  Buyer and Sellers  shall jointly  select a nationally  recognized
independent  public  accounting  firm (which has not  performed  any service for
either  Buyer or  Sellers  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 the Buyer's  determination of the Final Proration
Amount and to resolve as soon as possible all points of  disagreement  raised by
Sellers.  All  determinations  made by the  Accounting  Firm with respect to the
Final  Proration  Amount  shall be final,  conclusive  and  binding on Buyer and
Sellers.  The fees and expenses of the  Accounting  Firm  incurred in connection
with any such  determination  shall be shared  one-half by Buyer and one-half by
Sellers.


                    If the Final  Proration  Amount is such that Buyer's payment
of the  Proration  Amount at Closing  (or the  closing of an  Account  Sale,  if
applicable)  was  an  underpayment  to  Sellers,   then  Buyer  shall  pay  such
underpayment  amount to Sellers in cash,  within two (2) business days following
the final  determination of the Final Proration  Amount.  If the Final Proration
Amount is such that Buyer's  payment of the Proration  Amount at Closing (or the
closing of an Account Sale, if applicable)  was an overpayment to Sellers,  then
Sellers  shall  pay such  overpayment  amount  to Buyer in cash  within  two (2)
business days following the final  determination of the Final Proration  Amount.
Any amounts  paid  pursuant to this Section  2.8.3 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 Sellers  agree that prior to the date of the final
determination  of the Final Proration  Amount pursuant to this Section 2.8.3 (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.


         2.9.       Allocation of Base Purchase Price and Deposit.

                    2.9.1. Sellers and Buyer agree to allocate the Base Purchase
Price and the Deposit among the Stations for all purposes (including  financial,
accounting and Tax purposes) as follows:

<PAGE>

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


                                                                Allocable
                                      Base Purchase Price        Deposit

(a)     WEAR                          [*]                         [*]
        (including the WFGX TBA)

(b)     WPTZ and WNNE                 [*]                         [*]
        (including the WFFF TBA)

(c)     KOKH                          [*]                         [*]

(d)     WCHS                          [*]                         [*]

(e)     Norfolk Stations              [*]                         [*]

(f)     Kansas City Stations          [*]                         [*]

(g)     Milwaukee Stations            [*]                         [*]

(h)     Portland Stations             [*]                         [*]

(i)     Rochester Stations            [*]                         [*]

(j)     St. Louis Stations            [*]                         [*]
        (including KIHT)

(k)     New Orleans Stations          [*]                         [*]


                    2.9.2. Sellers 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.  Sellers and Buyer  agree,  pursuant to Section
1060 of the Code that the Base  Purchase  Price shall be allocated in accordance
with this  Section  2.9,  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 2.9 shall  survive the Closing Date
without limitation.

                    2.9.3.  If  Sellers  and Buyer  are  unable to agree on such
allocation,  within  sixty  (60) days  following  execution  of this  Agreement,
Sellers  and  Buyer  agree to  retain a  nationally  recognized  appraisal  firm
experienced  in valuing  broadcast  properties  which is mutually  acceptable to
Sellers and Buyer (the  "Appraisal  Firm") to appraise  the classes of Assets of
each Station in accordance

<PAGE>




with the  allocation  for the Stations  set forth in Section 2.9. The  Appraisal
Firm shall be  instructed  to perform an  appraisal  of the classes of Assets of
each Station and to deliver a report to Sellers and Buyer as soon as  reasonably
practicable (the "Appraisal Report").  Buyer and Sellers shall each pay one-half
of the  fees,  costs and  expenses  of the  Appraisal  Firm  whether  or not the
transactions contemplated hereby are consummated.



         2.10.      Assumption of Liabilities.

                    2.10.1.  At the Closing  (unless there shall have occurred a
Payment Date,  in which case the  provisions  of Section  2.10.2 and/or  Section
2.10.3,  as the case may be, shall  apply),  Buyer shall assume,  pay,  perform,
discharge  and  indemnify  and hold  Sellers  harmless  from and against (a) all
Liabilities arising out of events occurring on or after the Closing Date related
to the  businesses  or  operations  of the Stations or Buyer's  ownership of the
Assets,  (b) all  Liabilities  arising out of events  occurring  on or after the
Closing Date with respect to the FCC Licenses, (c) all Liabilities arising on or
after  the  Closing  Date  under  the  Station  Contracts  (including,   without
limitation,   Trade-out   Agreements)   pursuant  to  their  terms  (except  for
Liabilities  for any  breaches  thereunder  by  Sellers  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 Sellers to employees of the Stations to be
assumed by Buyer in accordance with Section 8.4 hereof.

                    2.10.2.  If  Sellers  shall have  received  the Class A 100%
Payment,  Buyer  shall,  at the  Closing  for the Class A  Stations  for which a
Closing shall not have occurred prior to the Class A 100% Payment Date,  assume,
pay, perform, discharge and indemnify and hold Sellers harmless from and against
(a) all Liabilities arising out of events occurring on or after the Class A 100%
Payment Date related to the businesses or operations of such Class A Stations or
the  ownership  of the  Assets  related  to  such  Class  A  Stations,  (b)  all
Liabilities arising out of events occurring on or after the Class A 100% Payment
Date with respect to FCC Licenses attributable to such Class A Stations, (c) all
Liabilities  arising on or after the Class A 100% Payment Date under the Station
Contracts (including, without limitation, Trade-out Agreements) for such Class A
Stations  pursuant  to their  terms  (except for  Liabilities  for any  breaches
thereunder by Sellers occurring prior to the Class A 100% Payment Date), (d) all
Liabilities for which there is or would be a downward  adjustment to the Class A
100% Payment in connection with the calculation of the Proration Amount for such
Class A Stations,  and (e) all Liabilities of Sellers to employees of such Class
A Stations to be assumed by Buyer in accordance with Section 8.4 hereof.

                    2.10.3.  If Sellers shall have received the Class B Payment,
Buyer  shall,  at the Closing for the Class B Stations for which there shall not
have been a

<PAGE>




Closing prior to the Class B Payment Date, assume,  pay, perform,  discharge and
indemnify and hold Sellers harmless from and against (a) all Liabilities arising
out of events  occurring  on or after the Class B Payment  Date  related  to the
businesses or operations of such Class B Stations or the ownership of the Assets
related to such Class B  Stations,  (b) all  Liabilities  arising  out of events
occurring  on or after the Class B Payment  Date with  respect  to FCC  Licenses
attributable to such Class B Stations,  (c) all Liabilities  arising on or after
the Class B  Payment  Date  under  the  Station  Contracts  (including,  without
limitation,  Trade-out  Agreement)  for such Class B Stations  pursuant to their
terms (except for Liabilities for any breaches  thereunder by Sellers  occurring
prior to the Class B Payment Date),  (d) all  Liabilities  for which there is or
would be a downward  adjustment  to the Class B Payment in  connection  with the
calculation  of the  Proration  Amount  for such Class B  Stations,  and (e) all
Liabilities  of Sellers to  employees  of such Class B Stations to be assumed by
Buyer in  accordance  with  Section 8.4 hereof  (the  Liabilities  described  in
Sections 2.10.1, 2.10.2 and 2.10.3, collectively, the "Assumed Liabilities").


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


         2.11.      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 each of the  obligations  of  Sellers  under  this
Agreement.


                                   ARTICLE 3.
                    REPRESENTATIONS AND WARRANTIES BY SELLERS

                  Each Seller with  respect to itself and the Station and Assets
owned or operated by such  Seller (and not with  respect to any other  Seller or
any other Stations or Assets), 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 its 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 its 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 its 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,  its Assets or  Stations or by which any of its 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 its Assets or Stations is
subject or  affected,  (c) result in the  creation of any  Encumbrance  upon its
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 its 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 its Stations
as of the date and the results of operations  and  operating  cash flows for the
period indicated (except for the financial  statements  provided with respect to
KQRC for which Sellers make no such representation),  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  Seller's  Stations
relating to, or arising out of, the  business or  operations  of such  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 its Stations in
the  Ordinary  Course  of  Business,   and  Seller  has  not  (a)  incurred  any
extraordinary  loss of, or injury  to,  any of its  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

<PAGE>

current  Liabilities shown in the Balance Sheet,  current  Liabilities  incurred
since the Current  Balance  Sheet Date in the Ordinary  Course of Business,  and
Liabilities  (including,  without limitation,  partial and complete prepayments)
arising under any credit or loan agreement  between Seller and its lenders;  (d)
mortgaged, pledged or subjected to any Encumbrance any of its 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 its 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, its 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 its Stations as
presently  operated.  Except for leased or licensed Assets,  Seller is the owner
of, and has good title to, its 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 its 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
television or 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-

<PAGE>




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,  conditions or events relating to Seller or its 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 its 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

<PAGE>




environmental reports,  surveys or assessments (including any and all amendments
and other modifications of such instruments).



         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 any Seller Tax Returns  which  receive an  extension  for
their date of filing, such Seller Tax Returns will be considered due on, and not
considered  required to be filed  before,  the  extended  due 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

<PAGE>




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 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 Seller's 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 Seller's  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  Seller's
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

<PAGE>




reported,  fully  paid and  discharged.  There  are no unpaid  fees,  penalties,
interest or assessments due from HMC and/or Seller or from any other person that
are or could  become an  Encumbrance  on any of its  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

<PAGE>




transaction  prohibited by Section 406 of ERISA or breach of any fiduciary  duty
described  in Section  404 of ERISA that  would,  if  successful,  result in any
liability for Sellers.


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

                    3.14.10.  All group  health  plans of  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 Sellers  have  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 Seller's 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 its 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 have been deposited therein.



                                   ARTICLE 4.
                     REPRESENTATIONS AND WARRANTIES BY BUYER

                    Buyer  represents,  warrants  and  covenants  to  Sellers as
follows:


         4.1.       Organization and Standing.

                    Buyer is a corporation duly organized,  validly existing and
in good standing under the laws of the state of 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 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.

<PAGE>




                    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 each
Payment  Date,  and on the date of the Class A Makewell  Closing and the date of
the Class B 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 any DMA in which a Station
is  located;  (b)  has any  direct  or  indirect  interest,  including,  without
limitation,  any equity, debt, security or any other financial interest, whether
or not  "attributable"  (as defined in the rules and regulations of the FCC), or
management  interest,  in (i) any television or radio station located in any DMA
in which a Station is located, or (ii) any

<PAGE>




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 any DMA in which
a Station is located, 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 Sellers make no representations or warranties with respect
to any such projections or other predictions.


         4.8.       Interpretation of Certain Provisions.

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




<PAGE>




                                   ARTICLE 5.
                               PRE-CLOSING FILINGS


         5.1.       Applications for FCC Consent.

                    Within  ten  (10)  days  following  the  execution  of  this
Agreement,  Sellers 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 Sellers to Buyer
(the "FCC  Applications").  Sellers  and Buyer will  diligently  take,  or fully
cooperate  in the taking of, all  necessary  and proper  steps,  and provide any
additional  information  reasonably  requested  in order to obtain  promptly the
requested consents and approvals of the FCC Applications by the FCC.


         5.2.       Hart-Scott-Rodino.

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


         5.3.       Non-Required Actions.

                    Except  as set forth in  Section  5.4,  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 Sellers in  accordance  with the terms and
conditions herein.


         5.4.     KOKH Divestiture.

                  Notwithstanding  anything in Section 5.1 or Section 5.2 to the
contrary,  Buyer  shall  represent,  warrant,  covenant  and  agree  in the  FCC
Applications  filed  pursuant to Section  5.1 and in any HSR Filing  pursuant to
Section 5.2, to divest any economic  interests  (other than an option or similar
right to acquire a future economic  interest that would not be cognizable  under
the FCC rules and  regulations  or reportable  under the  Antitrust  Laws) to be
acquired by Buyer in KOKH pursuant to the transactions  contemplated herein to a
third party who shall not be an

<PAGE>




Affiliate of Buyer (upon the consummation of such divestiture, neither Buyer nor
any Affiliate of Buyer shall have an attributable interest in KOKH). Buyer shall
use its best efforts to consummate such  divestiture as promptly as practicable.
Buyer  represents  and  warrants to Sellers that such  divestiture  of KOKH will
occur in a timely  manner so that there  will be no delay in the  issuing of the
FCC Orders or the expiration or termination of all applicable  Hart-Scott-Rodino
waiting periods.



                                   ARTICLE 6.
                       COVENANTS AND AGREEMENTS OF SELLERS

                  Each Seller covenants and agrees with Buyer as follows:


         6.1.       Negative Covenants.

                    Pending and prior to the earlier of the  applicable  Closing
for each Station or 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 its 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 for any Television Station or any Radio Group.



<PAGE>



                    6.1.4.      Broadcast Time Sales Agreements.

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

                    6.1.5.      Network Affiliation Agreements and TBAs.

                    Acquire   or  enter   into  or  renew  any  TBA  or  network
affiliation agreement.

                    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 enter into (a) any Program Contract for any Television  Station
which will be binding on Buyer after the Closing  Date, or (b) any other Station
Contract  requiring  payments by Seller under each Station Contract in excess of
$50,000. For purposes of clause (a) above, Sellers acknowledge that it shall not
be  unreasonable  for Buyer to  withhold  its  consent to approve of any Program
Contract where Buyer,  acting in good faith,  has reason to conclude that it can
acquire such programming on better terms.

                    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.



<PAGE>



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


         6.2.       Affirmative Covenants.

                    Pending and prior to the earlier of the  applicable  Closing
for each Station or an Account  Sale or a Makewell  Sale (as  applicable),  each
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 its Stations with
suppliers, customers, employees and others with whom such Stations have business
relationships,  and  keep  all of its  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  its  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
its 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

<PAGE>




substantially  the same manner as  heretofore;  and (d)  maintain  its 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 none of the Sellers  shall be obligated to
spend any funds on capital  expenditures  after the date hereof,  except for the
repair or replacement of Assets that may be damaged or destroyed.


                    6.2.3.      Maintain FCC Licenses.

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

                    6.2.4.      Network Affiliation.

                    Use its best  efforts to  maintain  in full force and effect
Seller's  present network  affiliation  agreements for its Stations (and any and
all modifications and renewals thereof).

                    6.2.5.      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.

                    6.2.6.      Taxes.

                    Pay or discharge all Taxes when due and payable.

                    6.2.7.      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 its 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 its  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 its Stations

<PAGE>




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 its  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 6.2.7,  Sellers shall cooperate in all
reasonable  respects  with  Buyer's  request to conduct an audit of the Sellers'
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 Sellers' 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
any 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 any
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.


                    6.2.8.      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.

                    6.2.9.      Financial Statements.

                    Provide Buyer with  unaudited  monthly  statements of assets
and  liabilities  of Seller  relating  to the  business  and  operations  of its
Stations, and monthly statements of revenues and expenses reflecting the results
of business and  operations  of its  Stations  for May,  1997 and for each month
thereafter,  within  thirty (30) days after the end of each such month.  Sellers
further agree to provide Buyer with weekly sales pacing reports for the Stations
and copies of any financial  statements that Sellers received in connection with
the acquisition of KQRC.

                    6.2.10.     Consents.

                    (a)  Take all  reasonable  action  required  to  obtain  all
consents,  approvals and agreements of any third parties necessary to authorize,
approve or permit the  consummation  of the  transactions  contemplated  by this
Agreement,  including,  without  limitation,  any  consent of the parties to the
Station

<PAGE>




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
6.2.10(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)  for all such  Designated
Properties under this Agreement and the New Orleans Agreement. 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,  sold,
transferred,  setover,  assigned,  released,  delivered  and confirmed to Buyer,
without need of further action by Seller or of future documentation.

                    6.2.11.     Corporate Action.

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

                    6.2.12.     Environmental Audit.

                    Sellers  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,

<PAGE>




Phase I and Phase II environmental  audits. Any such environmental  audits shall
be conducted by a reputable  environmental  investigatory firm of Buyer's choice
subject  to the  reasonable  approval  of  Sellers  and in a manner  as will not
unreasonably  interfere  with the normal  business and  operations of any of the
Stations.



         6.3.       Confidentiality.

                    Sellers shall, at all times, maintain strict confidentiality
with  respect to all  documents  and  information  furnished to Sellers by or on
behalf of Buyer.  Nothing shall be deemed to be confidential  information  that:
(a) is known to Sellers at the time of its  disclosure  to Sellers;  (b) becomes
publicly  known or available  other than through  disclosure by Sellers;  (c) is
received by Sellers from a third party not actually known by Sellers to be bound
by  a  confidentiality  agreement  with  or  obligation  to  Buyer;  or  (d)  is
independently developed by Sellers.  Notwithstanding the foregoing provisions of
this Section 6.3, Sellers 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,  Sellers will
return to Buyer all documents and other material  prepared or furnished by Buyer
relating to the transactions contemplated hereunder,  whether obtained before or
after the execution of this Agreement.


         6.4.       Trustee Acknowledgment.

                    Contemporaneously  with the  execution  and  delivery of the
Trust  Agreement,  Sellers 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 Sellers 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

<PAGE>




or on behalf of Sellers.  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  Sellers;   or  (d)  is
independently  developed by Buyer.  Notwithstanding the foregoing  provisions of
this Section 7.1, Buyer may disclose such  confidential  information  (a) to the
extent required or deemed  advisable to comply with applicable  Laws; (b) to its
officers, directors, partners, employees,  representatives,  financial advisors,
attorneys,  accountants, agents, underwriters,  lenders, investors and any other
potential  sources of financing  with respect to the  transactions  contemplated
hereby (so long as such parties  agree to maintain the  confidentiality  of such
information);  and (c) to any  Governmental  Authority  in  connection  with the
transactions  contemplated  hereby.  In the event this  Agreement is terminated,
Buyer will  return to Sellers  all  documents  and other  material  prepared  or
furnished  by  Sellers  relating  to  the  transactions   contemplated  by  this
Agreement, whether obtained before or after the execution of this Agreement.



         7.2.       Corporate Action.

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


         7.3.       Access.

                    From and after the  Closing  Date,  Buyer  shall cause to be
afforded to  representatives of Sellers reasonable access during normal business
hours to the offices, books and records,  contracts and reports of the Stations,
as Sellers 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 Sellers
or any  representatives  of Sellers (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 Sellers  without  consulting
with  Sellers  prior to  disposal  thereof  and  taking  any  reasonable  action
requested by Sellers with respect to retention and transfer to Sellers thereof.




<PAGE>




         7.4.       Collection of Receivables.

                    At  the   Closing,   Sellers   shall   assign  the  Accounts
Receivables to Buyer for collection purposes only, and, within ten (10) business
days  after the  Closing  Date,  Sellers  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 Sellers the Accounts Receivables and
to remit to  respective  Sellers 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 the Seller that owns such  Account  Receivable.  Any Account
Receivable  not collected by Buyer within one hundred fifty (150) days following
the Closing Date shall  revert to the Seller that owns such Account  Receivable.
Buyer shall reassign, without recourse to the Buyer, each Account Receivable and
deliver to the Seller that owns such Account  Receivable,  all records  relating
thereto on the same day as it remits to such  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 any Seller, to furnish
to such Seller periodic reports on the status of its Accounts Receivables. Buyer
shall have no right to set-off any amounts collected for Accounts Receivable for
any amounts owed to Buyer by Sellers;  provided,  however, that Buyer shall have
the right to seek indemnification in accordance with the terms and conditions of
this Agreement.


                                   ARTICLE 8.
                       MUTUAL COVENANTS AND UNDERSTANDINGS
                              OF SELLERS AND BUYER


         8.1.       Possession and Control.

                    Between   the   date    hereof   and   the   Closing    Date
(notwithstanding that a 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

<PAGE>




of Sellers.  On and after the Closing Date,  Sellers shall have no control over,
or right to intervene,  supervise,  direct or  participate  in, the business and
operations of the Stations.



         8.2.       Risk of Loss.

                    The  risk of loss or  damage  by fire or other  casualty  or
cause to the Assets  until the  Closing  Date shall be upon  Sellers  (or in the
event of any Payment Date,  thereafter  the risk of loss shall be upon the Buyer
for those Stations to which such Payment Date relates).  In the event of loss or
damage prior to the Closing Date (or a Payment Date, if applicable) with respect
to which Sellers have adequate replacement cost insurance and which has not been
restored,  replaced,  or repaired as of the Closing Date (or a Payment  Date, if
applicable),  Buyer shall proceed with the Closing (or shall pay the Payment, if
applicable)  and  receive  at  Closing  (or  immediately  after  a  Payment,  if
applicable),  the  insurance  proceeds or an  assignment of the right to receive
such insurance  proceeds,  as applicable,  to which Sellers  otherwise  would be
entitled,  whereupon  Sellers shall have no further  liability to Buyer for such
loss or damage; 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 a Payment Date,
if applicable),  then either or both of Sellers and Buyer shall be entitled,  by
written notice to the other, to postpone the Closing Date (or a Payment Date, if
applicable)  for such Station for a period of up to ninety (90) days;  provided,
however,  any delay in the Closing (or Payment,  if applicable)  for any Station
shall not result in a delay of the Closing (or 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 Deposit allocable to such
Station or, if later,  when the Deposit Release Date occurs) 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  Sellers  otherwise  would be entitled,  whereupon  Sellers  shall have no
further liability to Buyer for such loss or damage with respect to such Station.


         8.3.       Public Announcements.

                    Sellers  and Buyer  shall  consult  with each  other  before
issuing any press release or otherwise making any public statements with respect
to this Agreement or the  transactions  contemplated  herein and shall not issue
any such  press  release or make any such  public  statement  without  the prior
written consent of the other party,  which shall not be  unreasonably  withheld;
provided, however,

<PAGE>




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 Sellers 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,
Sellers  shall pay,  discharge and be  responsible  for (a) all salary and wages
arising out of or relating to the  employment  of the  employees of the Stations
prior to the  Closing  Date and (b) any  employee  benefits  arising  under  the
Benefit  Plans of Sellers and their  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  8.4.9
(subject to Sellers' reimbursement obligations set forth in Section 8.4.9).

                    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,

<PAGE>




Buyer  shall  ensure  that,  to the  extent  permitted  by law,  service by such
Transferred Employee with Sellers or any Affiliate of Sellers 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 Sellers or any
Affiliate of Sellers.  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  Sellers'  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
Sellers, with respect to any Transferred Employee, Buyer shall indemnify, defend
and hold  harmless  Sellers  from and against  any and all  losses,  directly or
indirectly, as a result of, or based upon or arising from the same.


                    8.4.5. Notwithstanding the provisions of Section 8.4.1, upon
consummation of the Closing hereunder, Buyer shall: (a) recognize the unions and
labor  organizations which are parties to the collective  bargaining  agreements
set forth in Schedule 3.15; and (b) employ all active  employees of the Stations
represented by any such union or labor organization (collectively,  "Represented
Employees").  Upon  consummation of the Closing  hereunder,  Buyer shall further
assume and be responsible for all Liabilities of Sellers arising on or after the
Closing Date under the collective bargaining agreements listed in Schedule 3.15,
including,  without  limitation,  liabilities  or  obligations  with  respect to
severance pay,  accrued  vacation and other similar  liabilities or obligations.
The  obligations of Buyer set forth in this Section 8.4.5 shall not be effective
if (a) the terms of the  collective  bargaining  agreement set forth in Schedule
3.15 do not require Sellers to transfer or assign such agreements to Buyer,  and
(b) the  failure of either  Buyer or  Sellers  to comply  with the terms of this
Section  8.4.5 (i) shall not violate any  applicable  Laws, or (ii) impose or be
likely to impose any Liabilities of any nature whatsoever on any Sellers.

                    8.4.6.  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,  Sellers  shall cause  appropriate
amendments to be made to the Heritage Media Corporation  Retirement Savings Plan
(the "Sellers'  Plan") to provide that the Transferred  Employees shall be fully
vested in their  accounts under the Sellers' 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

<PAGE>




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


                    8.4.7.   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.

                    8.4.8.  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.

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

                    (b) The parties hereto  acknowledge  and agree that prior to
Closing Date there will be only one (1) general manager in each DMA in which the
Stations are located.  If a vacant position for a general manager position shall
occur prior to the Closing for any  Station,  Sellers  shall  consult with Buyer
prior to hiring a new general  manager to fill such position.  For each such new
general manager

<PAGE>




hired by Sellers,  upon the written request of Buyer prior to the hiring of such
general  manager,  Sellers 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 8.4.9(a).


                    (c) Buyer  acknowledges  and agrees that if the Sellers have
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  Sellers  have  made the  reimbursement
payment.


         8.5.       Disclosure Schedules.

                    Sellers and Buyer  acknowledge  and agree that Sellers 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 Sellers  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 Sellers,  in connection
with the transactions contemplated hereby, with the provisions of any applicable
bulk transfer laws.


         8.7.       Tax Matters.

                    Sellers  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.  Sellers and Buyer agree that all Tax
returns and reports  shall be filed  consistent  with the sale of assets  taking
place on the Closing Date.


         8.8.       Preservation of Books and Records.

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






<PAGE>




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

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


         9.1.       Representations and Covenants.

                    The  representations  and warranties of Sellers 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 Sellers 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.

                    Sellers  shall  have   delivered  to  Buyer  all  contracts,
agreements,  instruments  and  documents  required to be delivered by Sellers to
Buyer with respect to such Station pursuant to Section 11.2.


         9.3.       FCC Order.

                    The FCC Order shall have been  issued  with  respect to such
Station.


         9.4.       Hart-Scott-Rodino.

                    All applicable  waiting periods with respect to such Station
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.





<PAGE>




                                   ARTICLE 10.
                             CONDITIONS PRECEDENT TO
                          SELLERS' OBLIGATION TO CLOSE

                    The  obligations  of Sellers to sell,  transfer,  convey and
deliver the Assets and to proceed with the Closing of any Station are subject to
the  satisfaction  (or waiver in writing by  Sellers) at or prior to the Closing
for such Station 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 Sellers the Purchase Price for
such Station and all contracts,  agreements,  instruments and documents required
to be delivered  by Buyer to Sellers  with  respect to such Station  pursuant to
Section 11.3.


         10.4.      FCC Order.

                    The FCC Order shall have been  issued  with  respect to such
Station.


         10.5.      Hart-Scott-Rodino.

                    All applicable  waiting periods with respect to such Station
under Hart-Scott-Rodino shall have expired or terminated.




<PAGE>




         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 Sellers  that is not later than ten (10) days
after the date on which all of the FCC Orders for all  Stations  shall have been
issued; provided, however, that if prior to the date specified by Sellers, Buyer
shall have filed an FCC application to transfer a Station (a "Subject  Station")
to a third party,  Buyer may elect to postpone the Closing for such Station (but
not the other  Stations),  for a period of up to thirty (30) days after the date
on which all such FCC Orders have been issued; provided,  further, however, that
the parties  acknowledge and agree that there may be multiple Closings hereunder
as follows:

                    (a) If FCC Orders are issued for all of the Class A Stations
for which a prior Closing has not occurred, and it is not reasonably likely that
the FCC Orders for all or any of the Class B Stations will be issued within five
(5) days thereafter,  the Closing shall nonetheless be held for all such Class A
Stations on a date  specified  by Sellers  that is not earlier  than thirty (30)
days after the date on which the FCC  Orders  for all such Class A Stations  are
issued;

                    (b) If FCC  Orders for all of the  Stations  within the same
DMA are issued prior to the  issuance of the FCC Orders for any other  Stations,
upon ten (10) days prior written  notice to Sellers,  Buyer may elect to proceed
with the  Closing for all such  Stations  within the same DMA  provided  that at
least sixty (60) days have elapsed since the most recent Closing hereunder;

                    (c) There shall be a Closing hereunder on such date which is
nine (9) months  after the date of this  Agreement  for all Class A Stations for
which an FCC Order has been  issued  and for  which a Closing  has not  occurred
prior to such date;

                    (d) There shall be a Closing hereunder on such date which is
twelve (12) months after the date of this  Agreement  for all Stations for which
an FCC Order has been issued and for which a Closing has not  occurred  prior to
such date; and

<PAGE>




                    (e) During the period beginning twelve (12) months after the
date of this  Agreement  (unless  the  obligation  of the  Sellers  to sell  any
Stations to the Buyer shall have  terminated  pursuant to Section 2.6 or Section
2.7),  at any time when the FCC Orders  shall be issued for any of the  Stations
within  the same DMA,  there  shall be a  Closing  for such  Stations  on a date
specified  by Sellers  that is not later than ten (10) days (or thirty (30) days
in the case of a Subject  Station)  after the date on which the FCC  Orders  for
such  Stations  have been issued (each such date on which a Closing  shall occur
pursuant to this Section 11.1.1 is referred to herein as the "Closing Date").


                    11.1.2 All  Closings  hereunder  shall be held at 10:00 A.M.
local time on the Closing Date(s) 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.

                    11.1.3.  For purposes of this  Agreement,  if there shall be
multiple Closings for the Stations,  then the terms "Closing" and "Closing Date"
shall only be deemed to refer to the Stations for which the sale by Sellers, and
the  purchase by Buyers,  shall have  occurred on such date.  If a Closing  Date
hereunder  shall fall on a date that is not a business  day,  then such  Closing
Date shall be the next business day.


         11.2.      Delivery by Sellers.

                    At or before the Closing, Sellers 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
Sellers:

                                (a)    the Bill of Sale;
                                (b)    the Assignment of FCC Licenses;
                                (c)    the Assignment of Contracts and Leases;
                                (d)    the Assumption Agreement;
                                (e)    certificates of title with respect to the
                                       motor  vehicles  listed on Schedule 2.1.9
                                       or if any such motor  vehicles are leased
                                       by Sellers,  an assignment of such lease;
                                       and
                                (f)    special or limited warranty deeds for all
                                       Real  Property  owned by  Sellers  in the
                                       form appropriate to the  jurisdictions in
                                       which such Real Property is located.



<PAGE>



                    11.2.2.     Consents.

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

                    11.2.3.     Certified Resolutions.

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

                    11.2.4.     Officers' Certificates.

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

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

                    11.2.5.     Good Standing Certificates.

                    To the extent  available from the applicable  jurisdictions,
certificates  as to the formation  and/or good standing of each Seller issued by
the appropriate  governmental authorities in the states of organization and each
jurisdiction  in which  any  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.


         11.3.      Delivery by Buyer.

                    At or before a Closing for a Station, Buyer shall deliver to
Sellers the following:

                    11.3.1.     Purchase Price Payment.

                    The  Purchase  Price  (less any amounts  previously  paid by
Buyer to Sellers on a Payment Date which are  allocable to such  Station) in the
amount and manner set forth in Section 2.



<PAGE>



                    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 Sellers.

                    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,  Sections  12.1.2  and  12.1.3),  all  representations  and
warranties,  covenants and agreements of Sellers and Buyer  contained in or made
pursuant to this Agreement or in any certificate furnished pursuant hereto shall
survive the Closing Date for a particular Station 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 for such
Station,  (b) the  covenants  and  agreements  which by their terms  survive the
Closing for such  Station  shall  continue in full force and effect  until fully
discharged  (but not beyond  the  expiration  of twelve  (12)  months  after the
Closing Date for such Station), 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

<PAGE>




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 Class A 100%
Payment  shall have been  received  by Sellers  and the  Closing for the Class A
Stations shall have occurred,  all  representations,  warranties,  covenants and
agreements of Sellers with respect to the Class A Stations  contained in or made
pursuant to this Agreement or in any certificate furnished pursuant hereto shall
survive the Class A 100%  Payment Date and shall remain in full force and effect
to the following extent: (a)  representations and warranties with respect to the
Class A Stations  shall  survive for a period of twelve  (12)  months  after the
Class A 100% Payment  Date,  (b) the covenants  and  agreements  relating to the
Class A Stations  which by their terms  survive the Class A 100%  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 12.1.2, shall survive with respect
to such claim or dispute until the final resolution thereof.

                    12.1.3.  Notwithstanding  Section  12.1.1,  if the  Class  B
Payment  shall have been  received  by Sellers  and the  Closing for the Class B
Stations shall have occurred,  all  representations,  warranties,  covenants and
agreements of Sellers with respect to the Class B Stations  contained in or made
pursuant to this Agreement or in any certificate furnished pursuant hereto shall
survive  the Class B Payment  Date and shall  remain in full force and effect to
the following  extent:  (a)  representations  and warranties with respect to the
Class B Stations  shall  survive for a period of twelve  (12)  months  after the
Class B Payment Date, (b) the covenants and  agreements  relating to the Class B
Stations  which by their terms survive the Class B 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  12.1.3,  shall  survive with respect to such claim or
dispute until the final resolution thereof.

                    12.1.4. 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 Sellers.

                    Subject to the conditions and provisions of Section 12.4 and
Section  12.5,  from and after the Closing  Date,  Sellers  agree to  indemnify,
defend and hold harmless  Buyer from and against and in any respect of, on a net
after-tax basis,  any and all Losses,  asserted  against,  resulting to, imposed
upon or incurred

<PAGE>




 by Buyer,  directly or  indirectly,  by reason of or  resulting  from:  (a) any
failure by Sellers to pay,  perform or discharge any  Liabilities not assumed by
Buyer pursuant hereto; (b) the business or operations of the Stations during the
period  prior to the Closing  Date  (except to the extent  Buyer has assumed the
Liability for any such Losses pursuant hereto);  provided,  however, that (i) if
the Class A 100% Payment shall have been received by Sellers and the Closing for
the Class A Stations shall have occurred,  Sellers' indemnification  obligations
under this clause (b) with  respect to the Class A Stations  shall be limited to
the  period  prior to the  Class A 100%  Payment  Date,  and (ii) if the Class B
Payment  shall have been  received  by Sellers  and the  Closing for the Class B
Stations shall have occurred,  Sellers'  indemnification  obligations under this
clause (b) with  respect to the Class B Stations  shall be limited to the period
prior to the Class B Payment Date;  (c) any  misrepresentation  or breach of the
representations  and warranties of Sellers contained in or made pursuant to this
Agreement  or any  other  Seller  Document;  (d) any  breach by  Sellers  of any
covenants  of Sellers  contained  in or made  pursuant to this  Agreement or any
other  Seller  Document;  or (e) the  failure  of  Sellers  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 each 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 any  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,
(i) if the Class A 100%  Payment  shall have been  received  by Sellers  and the
Closing for the Class A Stations  shall have occurred,  Buyer's  indemnification
obligations  under this Section 12.3 with respect to the Class A Stations  shall
be from and after the Class A 100% Payment Date, and, for purposes of clause (b)
of this  Section  12.3,  shall be for the period from and after the Class A 100%
Payment  Date;  and (ii) if the Class B Payment  shall  have  been  received  by
Sellers and the Closing for the Class B Stations  shall have  occurred,  Buyer's
indemnification  obligations under this Section 12.3 with respect to the Class B
Stations shall be from and after the Class B Payment Date,  and, for purposes of
clause (b) of this  Section  12.3,  shall be for the  period  from and after the
Class B Payment Date.




<PAGE>





         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 New  Orleans  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 New
Orleans  Agreement  (taken as a whole) is less than  Twelve  Million Six Hundred
Thousand Dollars  ($12,600,000) (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 2.8, or to Sellers'
reimbursement obligations under Section 8.4.9.

                    12.4.3.   Notwithstanding   any  other   provision  of  this
Agreement to the  contrary,  and except for remedies that Buyer may have for any
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 New Orleans  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.




<PAGE>





         12.5.      Conditions of Indemnification.


                    The  obligations  and  liabilities  of Sellers  and of Buyer
hereunder with respect to their respective  indemnities pursuant to this 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 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

<PAGE>




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



         12.6.      Cure of Breach.

                    Notwithstanding any other provision of this Agreement to the
contrary, a breach by Sellers of any representations and warranties or a failure
to perform any covenant or agreement  hereunder may be cured by Sellers prior to
the Closing  Date or a 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 Sellers  and  Buyer,  or (d) a  combination  of the
foregoing. If the foregoing actions fully cure the breach, Sellers shall have no
obligation  under  Section 12.2 or otherwise to indemnify  Buyer with respect to
the Losses  caused by such breach;  if such actions  partially  cure the breach,
Sellers  shall  continue to have an  obligation  under Section 12.2 to indemnify
Buyer with respect to the remaining portion of the Losses caused by such breach.


                                   ARTICLE 13.
                                   TERMINATION


         13.1.      Termination by the Parties.

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

                    13.1.1.  the mutual consent of Sellers and Buyer;

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

                    13.1.3.  either  Buyer or Sellers 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

<PAGE>




                    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 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 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  Sellers  set forth in
Sections 6.3 and 7.1 (which relate to confidentiality),  and Section 15.3 (which
relates to payment of certain expenses),  shall survive such termination and the
parties  hereto  shall have any and all  remedies  to enforce  such  obligations
provided  at law or in  equity  or  otherwise  (including,  without  limitation,
specific performance).

                    13.3.2.  In  the  event  this  Agreement  is  terminated  as
provided in Section 13.1.2,  this Agreement shall be deemed null, void and of no
further  force or effect,  and the parties  hereto  shall be  released  from all
future obligations hereunder;  provided,  however, that the obligations of Buyer
and Sellers set forth in Sections 6.3 and 7.1 (which relate to confidentiality),
Article 14 (which  relates to remedies  and return of the  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).




<PAGE>





                                   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 Sellers
shall not then be in material default in the performance of Sellers' obligations
hereunder,  Sellers shall be entitled,  by written notice to Buyer, to terminate
this Agreement,  and as Sellers' sole and exclusive remedy under this Agreement,
to  receive  the  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 Sections 2.6 or Section 2.7 (it being  understood
that Buyer  shall have no right to cure any default  under such  sections or any
other payment default hereunder),  Sellers shall, as Sellers' sole and exclusive
remedies and as liquidated damages, be (a) entitled, by written notice to Buyer,
to  terminate  Sellers'  obligation  to  sell  the  Stations  to  Buyer  and  to
immediately receive the Deposit (without set-off,  deduction or counterclaim) as
provided in Section 2.6 and  Section  2.7 hereof,  and (b)  entitled to take all
such  other  actions  as are  provided  in Section  2.6 and  Section  2.7 hereof
(including,  without limitation,  conducting Makewell Sales). Sellers shall have
the rights set forth in this  Section  14.1.2  regardless  of whether any Seller
shall  then  be in  breach  of any  representations,  warranties,  covenants  or
agreements herein.


         14.2.      Default by Sellers.

                    If Sellers  shall  default in the  performance  of  Sellers'
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 Sellers, to terminate this Agreement, to
receive  the  immediate  return of the  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  Sellers
until the Merger shall have been consummated.




<PAGE>




         14.3.      Liquidated Damages.

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


         15.2.      Brokers.

                    Sellers  represent to Buyer that,  except for the  brokerage
fees payable to Sellers'  Broker  (which fees are solely the  responsibility  of
Sellers),  Sellers have 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 Sellers that Buyer has not engaged,  or incurred any unpaid
liability (for any brokerage fees, finders' fees,  commissions or otherwise) to,
any broker, finder or agent in connection with the transactions  contemplated by
this  Agreement;  and Sellers  agree to  indemnify  Buyer,  and Buyer  agrees to
indemnify Sellers, against any claims asserted against the other parties for any
such fees or commissions by any person

<PAGE>




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
Sellers 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:

                           If to Buyer:

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

<PAGE>






                           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 Sellers:

                                    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 Sellers, 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 Sellers written notice

<PAGE>




thereof  and  such  assignee  shall  be  responsible  for  all  representations,
covenants  and  agreements  of Buyer  hereunder as if such  assignee was a party
hereto,  and that any such  assignment  shall  not  relieve  Buyer of any of its
Liabilities hereunder.


                    15.6.2.  Sellers  acknowledge  and agree that at the Closing
for any  Station,  Buyer may  require  that  Sellers  transfer  the  Assets  and
Liabilities  of such Station to a third party  designated in writing by Buyer (a
"Designee")  at least ten (10) days prior to such  Closing;  provided,  however,
that (a) such Designee  shall on or prior to the Closing Date assume all Assumed
Liabilities  with respect to the particular  Station so transferred;  (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) such  transfer  to a
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 the  Designee;  (g) Sellers  shall have no  Liabilities  to any such Designee
under this Agreement,  any Seller  Document or otherwise;  and (h) such Designee
shall  deliver  to the  Sellers a  written  certificate,  pursuant  to which the
Designee  acknowledges  and agrees  for the  benefit of Sellers 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 any Station 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>







                    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.

                                  WEAR-TV, LTD.



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


                                 ROLLINS TELECASTING, INC.



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


                                  WNNE-TV, INC.



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


                                 KOKH, INC.



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


                  [SIGNATURES CONTINUED ON THE FOLLOWING PAGE]


<PAGE>



                                 WCHS, LTD.



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


                                 WVAE-FM, INC.



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


                                 KCFX-FM, INC.



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



                  [SIGNATURES CONTINUED ON THE FOLLOWING PAGE]



<PAGE>



                                 HERITAGE-WISCONSIN BROADCASTING CORP.



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



                                 KKSN, INC.



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



                                 WBBF, INC.



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


                                 WIL MUSIC, INC.



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


                  [SIGNATURES CONTINUED ON THE FOLLOWING PAGE]



<PAGE>



                                 KIHT-FM, 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-3

                                     ANNEX I
                                   DEFINITIONS


                    "Account  Sale"  shall have the meaning set forth in Section
2.6.4.

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

                    "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 (i) if Sellers shall have
received  a  Class A 100%  Payment,  the  Accounts  Receivable  for the  Class A
Stations  for which a Closing  has not  occurred  shall  mean all cash  accounts
receivable  with respect to such Class A Stations as of the end of the broadcast
day  immediately  preceding the Class A Payment Date,  and (ii) if Sellers shall
have  received  a Class B  Payment,  the  Accounts  Receivable  for the  Class B
Stations  for which a Closing  has not  occurred  shall  mean all cash  accounts
receivable  with respect to the Class B Stations as of the end of the  broadcast
day immediately preceding the Class B 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).

                    "Antitrust  Laws"  means the Sherman  Act,  as amended,  the
Clayton  Act, as amended,  the HSR Act,  the Federal  Trade  Commission  Act, as
amended, and all other federal and state statutes, rules,  regulations,  orders,
decrees, administrative and judicial doctrines, and other laws that are designed
or intended to  prohibit,  restrict  or regulate  actions  having the purpose or
effect of monopolization or restraint of trade.



<PAGE>



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

                    "Appraisal Firm" shall have the meaning set forth in Section
2.9.3.

                    "Appraisal  Report"  shall  have the  meaning  set  forth in
Section 2.9.3.

                    "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
Sellers, 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  Sellers,
substantially in the form attached hereto as Exhibit C.

                    "Assumed  Liabilities"  shall have the  meaning set forth in
Section 2.10.3.

                    "Assumption   Agreement"   means  that  certain   Assumption
Agreement,   dated  the  Closing   Date  and  executed  by  Buyer  and  Sellers,
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.



<PAGE>



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

                    "Bill  of  Sale"  means  that   certain  Bill  of  Sale  and
Assignment  of Assets,  dated as of the  Closing  Date and  executed by Sellers,
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
8.4.6.

                    "Class A 80%  Payment"  shall have the  meaning set forth in
Section 2.6.1.

                    "Class A 80% Payment  Date" shall have the meaning set forth
in Section 2.6.1.

                    "Class A 100%  Payment"  shall have the meaning set forth in
Section 2.6.2.

                    "Class A 100% Payment Date" shall have the meaning set forth
in Section 2.6.2.

                    "Class A  Deposit"  shall  have  the  meaning  set  forth in
Section 2.6.2(a).

                    "Class A Interim Period" shall have the meaning set forth in
Section 2.6.3.

                    "Class A Makewell  Closing" shall have the meaning set forth
in Section 2.6.5.

                    "Class A Makewell  Payment" shall have the meaning set forth
in Section 2.6.5.

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

                    "Class A Payment  Date"  shall have the meaning set forth in
Section 2.6.2.

                    "Class A Stations" shall mean WEAR,  WFGX, WPTZ, WFFF, WNNE,
KOKH, WCHS, the Portland Stations and the Rochester Stations.

                    "Class A  Stations'  Cash Flow"  shall have the  meaning set
forth in Section 2.6.3.



<PAGE>



                    "Class B  Deposit"  shall  have  the  meaning  set  forth in
Section 2.7.3.

                    "Class B Interim Period" shall have the meaning set forth in
Section 2.7.4.

                    "Class B Makewell  Closing" shall have the meaning set forth
in Section 2.7.2.

                    "Class B Makewell  Payment" shall have the meaning set forth
in Section 2.7.2.

                    "Class B  Payment"  shall  have  the  meaning  set  forth in
Section 2.7.1.

                    "Class B Payment  Date"  shall have the meaning set forth in
Section 2.7.3.

                    "Class B  Stations"  shall mean the  Norfolk  Stations,  the
Kansas City Stations,  KQRC, the Milwaukee Stations,  the St. Louis Stations and
KIHT.

                    "Class B  Stations'  Cash Flow"  shall have the  meaning set
forth in Section 2.7.4.

                    "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 Sellers or any of
their  Affiliates,  in connection with the business or operation of any Station,
including  any Taxes,  professional  fees and  expenses,  payments to employees,
agents,  customers,  vendors of any  Station  and  capital  expenditures  in the
Ordinary Course of Business in respect of any Station during any Interim Period.
For purposes of computing  any Taxes  relevant to the  determination  of Cost of
Carry,  Sellers and their  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.



<PAGE>



                    "Default   Amount"  shall  mean,  as  of  the  date  of  any
determination  the amount equal to (a) the Deposit less (b) ten percent (10%) of
the portion of the Purchase Price which has been received by Sellers.

                    "Deferred  Contract"  shall  have the  meaning  set forth in
Section 6.2.10.

                    "Delayed  80%  Station"  shall have the meaning set forth in
Section 2.6.1.

                    "Delayed 100%  Station"  shall have the meaning set forth in
Section 2.6.2(b).

                    "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.

                    "Deposit  Release  Date"  shall mean the earlier to occur of
the  following:  (a) the date that Sellers have received the entire Class A 100%
Payment (less any amount of the Deposit allocable to any Station with respect to
which this  Agreement  has been  terminated  pursuant  to Section 8.2 or Section
2.6.2),  and (b) the date on which the  Closings for all of the Class A Stations
(other  than  those  Stations  with  respect to which  this  Agreement  has been
terminated pursuant to Section 8.2 or Section 2.6.2) shall have occurred.

                    "Designated  Properties" shall have the meaning set forth in
Section 6.2.10.

                    "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 Sellers, the
Trustee  and/or  News Corp.  (or any  Affiliate  of Sellers or News  Corp.),  in
connection with the disposition of any 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
any such  Station,  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

<PAGE>




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,  Sellers,  the Trustee and/or News
Corp.  (or any Affiliate of Sellers 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 a  particular
television or radio station as determined by the A.C. Nielsen Co.

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

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

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

                  "ERISA  Affiliate"  means any person that,  together  with any
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.



<PAGE>



                    "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 2.8.3.

                    "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  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  Sellers  and the New Orleans
Seller.

                    "Heritage  Stations"  means the Stations and the New Orleans
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.



<PAGE>



                    "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  Sale" shall have the meaning set forth in Section
2.6.5.

                    "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.

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



<PAGE>



                    "New Orleans  Seller"  means  Heritage  Broadcasting  Group,
Inc., a Delaware corporation.

                    "New Orleans  Stations" means the radio  broadcast  stations
WBYU(AM),  New  Orleans,  Louisiana,   WEZB(FM),  New  Orleans,  Louisiana,  and
WRNO(FM), New Orleans, Louisiana.

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

                    "Ordinary  Course of Business"  means,  with respect to each
Seller,  the ordinary course of business  consistent with past practices of such
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.

                    "Payment"  shall mean  either a Class A Payment or a Class B
Payment.

                    "Payment  Date"  shall have the meaning set forth in Section
2.7.3.

                    "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
any Seller or any ERISA Affiliate of a Seller;  (b) to which Seller  contributed
or was

<PAGE>




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 Sellers and because of those services is or has been (i)
a participant therein or (ii) entitled to benefits thereunder.


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

                    "Proration  Amount"  shall  have the  meaning  set  forth in
Section 2.8.1.

                    "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 any  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 any 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 any Seller may have any actual
or contingent liability.

                    "Radio Group" shall mean the Radio Stations in the same DMA.

                    "Radio Stations" shall mean the Norfolk Stations, the Kansas
City Stations,  the Milwaukee  Stations,  the Portland  Stations,  the Rochester
Stations, the St. Louis Stations and KIHT.

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

                    "Represented  Employees" shall have the meaning set forth in
Section 8.4.5.



<PAGE>



                    "Restricted  Contracts"  shall have the meaning set forth in
Section 6.2.10.

                    "Retained  General Manager" shall have the meaning set forth
in Section 8.4.9.

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

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

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

                    "Sellers'  Plan" shall have the meaning set forth in Section
8.4.6.

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

                    "Stations"  shall mean,  collectively,  the Class A Stations
and the Class B Stations.

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

                    "Subject  Station"  shall  have  the  meaning  set  forth in
Section 11.1.1.

                    "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.



<PAGE>



                    "Television  Stations" shall mean WEAR,  WFGX,  WPTZ,  WFFF,
WNNE, KOKH, and WCHS.

                    "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.

                    "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.

<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                        Other 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




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                                    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.