Ion Media Networks Inc. – ‘10-Q’ for 6/30/97 – EX-10.169

As of:  Thursday, 8/14/97   ·   For:  6/30/97   ·   Accession #:  950144-97-9198   ·   File #:  1-13452

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Quarterly Report   —   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Paxson Communications Corporation Form 10-Q           23    162K 
 2: EX-4.2      3rd Amendment to Union Bank Credit Agreement           6     22K 
 3: EX-10.168   Whct Construction Agreement                           13     33K 
 4: EX-10.169   Roberts Broadcasting Asset Purchase Agreement         34    148K 
 5: EX-10.170   Fant Broadcasting Amended Asset Purchase Agreement    45    155K 
 6: EX-10.171   American Radio Systems Asset Purchase Agreement       47    116K 
 7: EX-10.172   Dove Broadcasting Option Agreement                    12     36K 
 8: EX-10.172.1  Dove Broadcasting Loan Agreement                     21     66K 
 9: EX-10.173   Vine and Branch Asset Purchase Agreement              40    173K 
10: EX-10.174   Whrc Loan Agreement                                   29    108K 
11: EX-10.175   Landmark Communications Asset Acquisition Agmt.       48    192K 
12: EX-10.176   Channel 56 of Orlando Asset Purchase Agreement        39    159K 
13: EX-10.177   Roberts of Albuquerque Loan Agreement                 24     94K 
14: EX-10.178   Riklis Asset Purchase Agreement (Chapter 11)          45    181K 
15: EX-27       Financial Data Schedule                                1      8K 

EX-10.169   —   Roberts Broadcasting Asset Purchase Agreement
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                                                                EXHIBIT 10.169
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ASSET PURCHASE AGREEMENT

BY AND BETWEEN

ROBERTS BROADCASTING OF COOKEVILLE, L.L.C.

AND 

PAXSON COMMUNICATIONS OF NASHVILLE-28, INC. 

* * * 

APRIL 11, 1997

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RECITALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1   

AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1   

SECTION 1. DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1   
         "Accounts Receivable"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1   
         "Assets" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1   
         "Assumed Contracts". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1   
         "Closing"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "Closing Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "Consents" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "Contracts"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "Escrow Agreement"   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "FCC"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "FCC Consent"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "FCC Licenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "Final Order"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "Intangibles"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   
         "Licenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3   
         "Permitted Liens"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3   
         "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3   
         "Purchase Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3   
         "Real Property"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3   
         "Tangible Personal Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3   

SECTION 2. PURCHASE AND SALE OF ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3   
         2.1     Agreement to Sell and Buy  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3   
         2.2     Excluded Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4   
         2.3     Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4   
                 (a)      Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4   
                 (b)      Prorations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4   
                 (c)      Manner of Determining Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5   
         2.4     Payment of Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5   
         2.5     Assumption of Liabilities and Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5   

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5   
         3.1     Organization, Standing and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5   
         3.2     Authorization and Binding Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6   
         3.3     Absence of Conflicting Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6   

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         3.4     Governmental Licenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 
         3.5     Title to and Condition of Real Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 
         3.6     Title to and Condition of Tangible Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . 7 
         3.7     Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 
         3.8     Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 
         3.9     Intangibles  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
         3.10    Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
         3.11    Reports  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
         3.12    Personnel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
                 (a)      Employees and Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
                 (b)      Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
                 (c)      Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
         3.13    Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 
         3.14    Claims and Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 
         3.15    Environmental Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 
         3.16    Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11 
         3.17    Full Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11 

SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11 
         4.1     Organization, Standing and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11 
         4.2     Authorization and Binding Obligation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11 
         4.3     Absence of Conflicting Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11 
         4.4     Buyer Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12 

SECTION 5. OPERATIONS OF THE ASSETS PRIOR TO CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12 
         5.1     Generally  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12 
         5.2     Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12 
         5.3     Disposition of Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12 
         5.4     Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12 
         5.5     Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13 
         5.6     Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13 
         5.7     Access to Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13 
         5.8     Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13 
         5.9     Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13 
         5.10    Books and Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13 
         5.11    Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13 
         5.12    Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14 

SECTION 6. SPECIAL COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14 

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         6.1     FCC Consent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14 
         6.2     Control of the Station . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14 
         6.3     Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14 
         6.4     Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14 
         6.5     Cooperation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15 
         6.6     Access to Books and Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15 
         6.7     Broker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15 
         6.8     Noncompetition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15 

SECTION 7. CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER                                                                  
                  AT CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15 
         7.1     Conditions to Obligations of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15 
                 (a)      Representations and Warranties    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15 
                 (b)      Covenants and Conditions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15 
                 (d)      FCC Consent   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16 
                 (e)      Governmental Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16 
                 (f)      Modification Application  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16 
                 (g)      Tower Construction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16 
                 (h)      Leases  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16 
                 (i)      Deliveries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16 
                 (j)      Adverse Change  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16 
         7.2     Conditions to Obligations of Seller  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
                 (a)      Representations  and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
                 (b)      Covenants and Conditions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
                 (c)      Deliveries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
                 (d)      FCC Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 

SECTION 8. CLOSING AND CLOSING DELIVERIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
         8.1     Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
                 (a)      Closing Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
                 (b)      Closing Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
         8.2     Deliveries by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
                 (a)      Transfer Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17 
                 (b)      Estoppel Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18 
                 (c)      Consents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18 
                 (d)      Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18 
                 (e)      Licenses, Contracts, Business Records, Etc. . . . . . . . . . . . . . . . . . . . . . . . .  18 
                 (f)      Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18 
                 (g)      Noncompetition Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18 

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                 (h)      Leases  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18 
         8.3     Deliveries by Buyer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18 
                 (a)      Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18 
                 (b)      Assumption Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18 
                 (c)      Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
                 (d)      Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
                 (e)      Noncompetition Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
                 (f)      Leases  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 

SECTION 9. TERMINATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
         9.1     Termination by Seller  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
                 (a)      Conditions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
                 (b)      Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
                 (c)      Upset Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
         9.2     Termination by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
                 (a)      Conditions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19 
                 (b)      Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20 
                 (c)      Upset Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20 
         9.3     Escrow Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20 
         9.4     Rights on Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20 

SECTION 10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES;                                                                   
            INDEMNIFICATION; CERTAIN REMEDIES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21 
         10.1    Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21 
         10.2    Indemnification by Seller  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21 
         10.3    Indemnification by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21 
         10.4    Procedure for Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22 
         10.5    Certain Limitations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23 
         10.6    Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23 
         10.7    Attorneys' Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23 

SECTION 11. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23 
         11.1    Fees and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23 
         11.2    Arbitration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23 
         11.3    Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24 
         11.4    Benefit and Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25 
         11.5    Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25 
         11.6    Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25 
         11.7    Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26 


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                                                        [Enlarge/Download Table]

                                                                                                   Page
                                                                                                   ----
                                                                                                       
11.8   Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26 
11.9   Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26 
11.10  Waiver of Compliance; Consents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26 
11.11  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26 
11.12  Press Releases  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26 

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LIST OF SCHEDULES 

                                                                [Download Table]
                                                                           
Schedule 2.2               -                       Excluded Assets         
Schedule 3.3               -                       Consents                
Schedule 3.4               -                       Licenses                
Schedule 3.5               -                       Real Property and Liens 
Schedule 3.6               -                       Personal Property       
Schedule 3.7               -                       Contracts               
Schedule 3.9               -                       Intangibles             
Schedule 3.10              -                       Insurance               
Schedule 3.12              -                       Personnel               
Schedule 3.14              -                       Claims and Legal Actions
Schedule 4.4               -                       Buyer's Qualifications  
Schedule 6.8               -                       Noncompetition Agreement
Schedule 8.2(f)            -                       Opinion of Counsel      
Schedule 8.3(d)            -                       Opinion of Counsel      
Schedule 9.3               -                       Escrow Agreement        

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ASSET PURCHASE AGREEMENT

           This ASSET PURCHASE AGREEMENT is dated as of April 11, 1997, by
and among Roberts Broadcasting of Cookeville, L.L.C. a Delaware limited         
liability company, ("Seller"), and Paxson Communications of Nashville-28,       
Inc., a Florida corporation ("Buyer").                                          

RECITALS

        A. Seller is the licensee of television station WKZX-TV, Cookeville,
Tennessee (the "Station"), pursuant to authorizations issued by the Federal     
Communications Commission ("the FCC").                                          

        B. Seller owns personal property and real property necessary for the
operation of the Station.                                                       

         C. Seller desires to sell, and Buyer wishes to buy, substantially all
the assets that are owned by Seller or in which Seller has a transferable       
interest and which are used or useful in the business or operations of the      
Station, for the price and on the terms and conditions set forth in this        
Agreement.                                                                      

AGREEMENTS  

       In consideration of the above recitals and of the mutual agreements
and covenants contained in this Agreement, Buyer and Seller, intending to be    
bound legally, agree as follows:                                                

SECTION 1. DEFINITIONS                                                          

  The following terms, as used in this Agreement, shall have the
meanings set forth in this Section:                                             

       "Accounts Receivable" means the rights of Seller to payment for the
sale of advertising time run on the Station by Seller prior to the Closing      
Date.                                                                           

   "Assets" means the assets to be sold, transferred, or otherwise
conveyed to Buyer under this Agreement, as specified in Section 2.1 and 2.2.    

      "Assumed Contracts" means (i) all Contracts listed in Schedule 3.7
that are to be assumed by Buyer upon its purchase of the Station, (ii) all      
Contracts entered into by Seller in the ordinary course of business which       
comply with the provisions of Section 5.2 hereof; and (iii) any other Contracts 
entered into by Seller between the date of this Agreement and the Closing Date  
that Buyer agrees in writing to assume.                                         

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    "Closing" means the consummation of the purchase and sale of the
Assets pursuant to this Agreement in accordance with the provisions of Section  
8.                                                                              

 "Closing Date" means the date on which the Closing occurs, as
determined pursuant to Section 8.                                               

      "Consents" means the consents, permits, or approvals of government
authorities and other third parties necessary to transfer the Assets to Buyer   
or otherwise to consummate the transactions contemplated by this Agreement.     

       "Contracts" means all contracts, leases, non-governmental licenses,
and other agreements (including leases for personal or real property and        
employment agreements), written or oral (including any amendments and other     
modifications thereto) to which Seller is a party or which are binding upon     
Seller and which relate to or affect the Assets or the business or operations   
of the Station, and (i) which are in effect on the date of this Agreement or    
(ii) which are entered into by Seller between the date of this Agreement and    
the Closing Date.                                                               

  "Escrow Agreement" means First Union National Bank of Florida.

"FCC" means the Federal Communications Commission.          

     "FCC Consent" means action by the FCC granting its consent to the
assignment of the FCC Licenses to Buyer as contemplated by this Agreement.      

        "FCC Licenses" means all Licenses and/or Construction Permits issued
by the FCC to Seller in connection with the business or operations of the       
Station.                                                                        

        "Final Order" means an action by the FCC that has not been reversed,
stayed, enjoined, set aside, annulled, or suspended, and with respect to which  
no requests are pending for administrative or judicial review, reconsideration, 
appeal, or stay, and the time for filing any such requests and the time for the 
FCC to set aside the action on its own motion have expired.                     

        "Intangibles" means all copyrights, trademarks, trade names, service
marks, service names, licenses, patents, permits, jingles, proprietary          
information, technical information and data, machinery and equipment            
warranties, and other similar intangible property rights and interests (and any 
goodwill associated with any of the foregoing) applied for, issued to, or owned 
by Seller or under which Seller is licensed or franchised and which are used or 
useful in the business and operations of the Station, together with any         
additions thereto between the date of this Agreement and the Closing Date.      

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    "Licenses" means all licenses, permits, and other authorizations
issued by the FCC, the Federal Aviation Administration, or any other federal,   
state, or local government authorities to Seller in connection with the conduct 
of the business or operations of the Station, together with any additions       
thereto between the date of this Agreement and the Closing Date.                

    "Permitted Liens" means liens for taxes not yet due and payable.

  "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, or any            
governmental entity.                                                            

       "Purchase Price" means the purchase price specified in Section 2.3.

         "Real Property" means Seller's interests in real property, leaseholds
and subleaseholds, purchase options, easements, licenses, rights to access, and 
rights of way, and all buildings and other improvements thereon, which are used 
or useful in the business or operations of the Station, together with any       
additions thereto between the date of this Agreement and the Closing Date.      

       "Tangible Personal Property" means all machinery, equipment, tools,
furniture, leasehold improvements, office equipment, plant, inventory, spare    
parts, and other tangible personal property which is owned by the Seller or in  
which Seller has an interest and which is used or useful in the conduct of the  
business or operations of the Station, together with any additions thereto      
between the date of this Agreement and the Closing Date, but excluding any      
Tangible Personal Property consumed in the ordinary course of business between  
the date hereof and the Closing Date.                                           

SECTION  2. PURCHASE AND SALE OF ASSETS                                         

      2.1 Agreement to Sell and Buy. Subject to the terms and conditions
set forth in this Agreement, Seller hereby agrees to sell, transfer, assign and 
deliver to Buyer on the Closing Date, and Buyer agrees to purchase and accept,  
all of the Assets and property interests owned by Seller or in which Seller has 
a property interest which are used or useful in connection with the conduct of  
the business or operations of the Station, together with any additions thereto  
between the date of this Agreement and the Closing Date, but excluding the      
assets described in Section 2.2, free and clear of any claims, liabilities,     
security interests, mortgages, liens, pledges, conditions, charges, or          
encumbrances of any nature whatsoever (except for Permitted Liens), including   
the following:                                                                  

(a) The Tangible Personal Property;           

(b) The Licenses;                             

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            (c)         The Assumed Contracts;

                    (d)         The Intangibles, including the
goodwill of the Station, if any;                                                

                            (e)         All proprietary information, technical
information and data, machinery and equipment warranties, maps, computer discs  
and tapes, plans, diagrams, blueprints, and schematics, including filings with  
the FCC relating to the business and operation of the Station, which belong to  
Seller and is within its possession and control;                                

                    (f)         All choses in action of Seller
relating to the Station that are assignable to Buyer as provided herein;        

                  (g)         The Accounts Receivable; and

                           (h)         All records required by the FCC to be
kept by the Station and copies of all other books and records which belong to   
Seller and are within its possession and control relating to the business or    
operations of the Station (exclusive of corporate, financial and accounting     
records), including executed copies of the Assumed Contracts.                   

      2.2        Excluded Assets. The Assets shall exclude the following assets.

                     (a)         Seller's cash on hand as of the
Closing and all other cash in any of Seller's bank or savings accounts; any     
insurance policies, letters of credit, or other similar items and cash          
surrender value in regard thereto; and any stocks, bonds, certificates of       
deposit and similar securities or other investments;                            

                          (b)         All corporate and accounting records
of Seller and copies of all other books and records relating to the business    
and operations of the Station; and                                              

                         (c)         All property listed on Schedule 2.2
hereto.                                                                         

2.3        Purchase Price.                                          

                            (a)         Purchase Price. The Purchase Price for
the Assets shall be Four Million Three Hundred Thousand Dollars ($4,300,000)    
(the "Purchase Price").                                                         

                        (b)         Prorations. Any expenses or income
relating to the Assets shall be prorated in accordance with the principle that  
Seller shall be responsible for all expenses, costs and liabilities and         
entitled to all income allocable to the period prior to the Closing Date and    
Buyer shall be responsible for all expenses, costs and liabilities and entitled 
to all income allocable to the period on and after the Closing Date. The        
Purchase Price shall be increased or decreased as required to effectuate such   
proration of expenses and Income.                                               

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                            (c)         Manner of Determining Adjustments. Any
adjustments to the Purchase Price required under Section 2.3(b) will, insofar   
as feasible, be determined and paid on the Closing Date, with final settlement  
and payment by the appropriate party occurring no later than ninety (90) days   
after the Closing Date or such other date as the parties shall mutually agree   
upon.                                                                           

  2.4        Payment of Purchase Price. The Purchase Price, as adjusted,
shall be paid by Buyer to Seller at Closing by wire transfer of same-day funds  
pursuant to wire instructions which shall be delivered by Seller to Buyer at    
least two (2) days prior to the Closing Date. At the option of Seller, some or  
all of the Purchase Price may be paid by Buyer by delivery of a Promissory Note 
(due and payable one year after the Closing), based upon written instructions   
delivered to Buyer at least ten (10) days prior to the Closing.                 

   2.5        Assumption of Liabilities and Obligations. As of the Closing
Date, Buyer shall assume and undertake to pay, discharge, and perform all       
obligations and liabilities of Seller that (i) relate to the Assets insofar as  
they relate to the time on and after the Closing Date, (ii) arise out of events 
relates to Buyer's ownership of the Assets or its operation of the Station on   
or after the Closing Date and (iii) relate to the period prior to the Closing   
which Buyer agrees to assume pursuant to the prorations and adjustments to the  
Purchase Price under Section 2.3(b) hereof.  Buyer shall not assume any other   
obligations or liabilities of Seller. Buyer shall not assume any other          
obligations or liabilities of Seller, including (i) any obligations or          
liabilities under any Contract not included in the Assumed Contracts, (ii) any  
obligations or liabilities under the Assumed Contracts relating to the period   
prior to the Closing Date, (iii) any claims or pending litigation or            
proceedings relating to the operation of the Station prior to the Closing, (iv) 
any obligations or liabilities arising under agreements entered into other than 
in the ordinary course of business, (v) any obligation to any employee of the   
Station for severance benefits, vacation time, or sick leave accrued prior to   
the Closing Date relating to any employee of Seller who is not employed or      
offered employment by Buyer within the 90-day adjustment period, or (vi) any    
obligations or liabilities caused by, arising out of, or resulting from any     
action or omission of Seller prior to the Closing, and all such obligations and 
liabilities shall remain and be the obligations and liabilities solely of       
Seller.                                                                         

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER                             

Seller represents and warrants to Buyer as follows:                 

3.1        Organization, Standing and Authority. Seller is a limited
liability company organized under the laws of Delaware. Seller has all          
requisite power and authority (i) to own, lease, and use the Assets as now      
owned, leased, and used, (ii) to conduct the business operations of the Station 
as now conducted, and (iii) to execute and deliver this Agreement and the       
documents contemplated hereby, and to perform and comply with all of the terms, 

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covenants, and conditions to be performed and complied with by Seller hereunder 
and thereunder.                                                                 

     3.2        Authorization and Binding Obligation. The execution, delivery,
and performance of this Agreement by Seller have been duly authorized by all    
necessary corporate actions on the part of Seller. This Agreement has been duly 
executed and delivered by Seller and constitutes the legal, valid, and binding  
obligation of Seller, enforceable against it in accordance with its terms       
except as the enforceability of this Agreement may be affected by bankruptcy,   
insolvency, or similar laws affecting creditors' rights generally, and by       
judicial discretion in the enforcement of equitable remedies.                   

  3.3        Absence of Conflicting Agreements. Subject to obtaining the
Consents listed on Schedule 3.3, the execution, delivery and performance of     
this Agreement and the documents contemplated hereby (with or without the       
giving of notice, the lapse of time, or both): (i) do not require the consent   
of any third party; (ii) will not conflict with, result in a breach of, or      
constitute a default under, any law, judgment, order, ordinance, injunction,    
decree, rule, regulation, or ruling of any court or governmental                
instrumentality in a proceeding involving Seller; (iii) will not conflict with, 
constitute grounds for termination of, result in a breach of, constitute a      
default under, or accelerate or permit the acceleration of any performance      
required by the terms of, any agreement, instrument, license, or permit to      
which Seller is a party or by which Seller may be bound; (iv) will not create   
any Lien upon any of the Assets; and (v) will not conflict with any provision of
Seller's Operating Agreement.                                                   

   3.4        Governmental Licenses. To the best of Seller's knowledge and
except as set forth on Schedule 3.4, (i) Schedule 3.4 includes a true and       
complete list of the material Licenses and lists pending applications affecting 
the Licenses; (ii) Seller has delivered to Buyer true and complete copies of    
the Licenses listed on such Schedule (including any amendment and other         
modifications thereto), (iii) the Licenses have been validly issued, and Seller 
is the authorized legal holder thereof, (iv) the Licenses listed on Schedule    
3.4 comprise all of the material licenses, permits, and other authorizations    
required from any governmental or regulatory authority for the lawful conduct   
of the business and operations of the Station in the manner and to the full     
extent they are now conducted, (v) none of the Licenses is subject to any       
restriction or condition that would limit the full operation of the Station as  
now operated, (vi) the Licenses are in full force and effect, in all material   
respects, and the conduct of the business and operations of the Station is in   
material accordance therewith, and (vii) Seller has no reason to believe that   
any of the Licenses would not be renewed by the FCC or other granting authority 
in the ordinary course.                                                         

3.5        Title to and Condition of Real Property.  Schedule 3.5   
contains a complete and accurate description of all the Real Property and       
Seller's interests therein (including street address, legal description, owner, 
and use and the location of all improvements thereon).                          

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The Real Property listed on Schedule 3.5 comprises all real property interests  
necessary to conduct the business ant operations of the Station as now          
conducted. With respect to each leasehold or subleasehold interest included in  
the Real Property being conveyed under this Agreement, so long as Seller        
fulfills its obligations under the lease therefor, Seller has enforceable       
rights to nondisturbance and quiet enjoyment, and no third party holds any      
interest in the leased premises with the right to foreclose upon Seller's       
leasehold or subleasehold interest. Seller has full legal and practical access  
to the Real Property. All easements, rights-of way, and real property licenses  
relating to the Real Property have been properly recorded in the appropriate    
public recording offices. Seller is not conveying the Real Property to Buyer    
but will mane the Real Property available to Buyer pursuant to the Studio L     
ease as required in Section 7. l(h) hereof.                                     

     3.6        Title to and Condition of Tangible Personal Property. Schedule
3.6 lists all material items of Tangible Personal Property. The Tangible        
Personal Property listed on Schedule 3.6 comprises all material items of        
tangible personal property used to conduct the business and operations of the   
Station as now conducted exclusive of motor vehicles. Except as described in    
Schedule 3.6, Seller owns and has good title to each item of Tangible Personal  
Property and none of the Tangible Personal Property owned by Seller is subject  
to any security interest, mortgage, pledge, conditional sales agreement, or     
other lien or encumbrance, except Permitted Liens.                              

  3.7        Contracts.  Schedule 3.7 is a true and complete list of all
Assumed Contracts except contracts with advertisers for the sale of advertising 
time on the Station for cash at prevailing rates and which may be canceled by   
the Station without penalty on not more than ninety days' notice. Seller has    
delivered to Buyer true and complete copies of all written Assumed Contracts,   
true and complete memoranda of all material oral Assumed Contracts (including   
any amendments and other modifications to such Assumed Contracts), and a        
schedule summarizing Seller's obligations under trade and barter agreements     
relating to the Station, To the of Seller's knowledge all of the Assumed        
Contracts are in full force and effect, ad are valid, binding, and enforceable  
in accordance with their terms and there is not under any Assumed Contract any  
default by a" party thereto or any event that, after notice or lapse of time or 
both, could constitute a default Except  for the need to obtain the Consents    
listed in Schedule 3.3, Seller has full legal power and authority to assign its 
rights under the Assumed Contracts to Buyer in accordance with this Agreement,  
and such assignment will not affect the validity, enforceability, or            
continuation of any of the Assumed Contracts.                                   

 3.8        Consents.   Except for the FCC Consent provided in Section
6.1 and the other Consents described in Schedule 3.3, to the best of Seller's   
knowledge, no consent, approval, permit, or authorization of, or declaration to 
or filing with any governmental or regulatory authority, or any other third     
party is required (i) to consummate this Agreement and the transactions         
contemplated hereby, (ii) to permit Seller to assign or transfer the Assets to  

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Buyer, or (iii) to enable Buyer to conduct the business and operations of the   
Station in essentially the same manner as such business and operations are now  
conducted.                                                                      

       3.9  Intangibles.  To the best of Seller's knowledge, Schedule 3.9 is a
true and complete list of all material Intangibles (exclusive of those listed   
in Schedule 3.4), all of which are valid and in good standing and uncontested.  
Seller has delivered to Buyer copies of all documents establishing or           
evidencing all intangibles.                                                     

  3.10  Insurance.  Schedule 3.10 is a true and complete list of all
insurance policies of Seller that insure any part of the Assets or the          
business of the Station.  All policies of insurance listed in Schedule 3.10 are 
in full force and effect.                                                       

  3.11  Reports. To the best of Seller's knowledge and except as set
forth in Schedule 3.4, all returns, reports, and statements that the Station is 
currently required to file with the FCC or place in its Public File or file     
with any other governmental agency have been filed, and all reporting           
requirements of the FCC and other governmental authorities having jurisdiction  
over Seller and the Station have been complied with in all material respects    
and all of such returns, reports, and statements are substantially complete and 
correct as filed.                                                               

3.12  Personnel.                                                

           (a)  Employees and Compensation.  Schedule 3.12 contains a true
and complete list of all employees of the Station, their job description, date  
of hire, salary and amount and date of last salary increase.  Schedule 3.12 also
contains a true and complete list as of the date of this Agreement of all       
employee benefit plans or arrangements applicable to the employees of the       
Station and all fixed or contingent liabilities or obligations of Seller with   
respect to any person now or formerly employed by Seller at the Station,        
including pension or thrift plans, individual or supplemental pension or        
accrued compensation arrangements, contributions to hospitalization or other    
health or life insurance programs, incentive plans, bonus arrangements, and     
vacation, sick leave, disability and termination arrangements or policies,      
including workers' compensation policies, and a description of all fixed or     
contingent liabilities or obligations of Seller with respect to any person now  
or formerly employed at the Station or any person now or formerly retained as   
an independent contractor at the Station.                                       

             (b)  Labor Relations.  Seller is not a party to or subject to any
collective bargaining agreements with respect to the Station.  Seller has no    
written or oral contracts of employment with any employee of the Station, other 
than those listed in Schedule 3.12.                                             

           (c)  Liabilities.  Seller has no liability of any kind to or in
respect of any employee benefit plan, including withdrawal liability under      
Section 4201 of ERISA.  Seller has not incurred any accumulated funding         
deficiency within the meaning of ERISA or Section                               

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4971 of the Internal Revenue Code.  Seller has not failed to make any required  
contributions to any employee benefit plan.  The Pension Benefit Guaranty       
Corporation has not asserted that Seller has incurred any liability in          
connection with any such plan.  No lien has been attached and no person has     
threatened to attach a lien on any property of Seller as a result of a failure  
to comply with ERISA.                                                           

   3.13  Taxes.  To the best of the Seller's knowledge, (i) Seller has
filed or caused to be filed all federal income tax returns and all other        
federal, state, county, local, or city tax returns which are required to be     
filed, and it has paid or caused to be paid all taxes shown on those returns or 
on any tax assessment received by it to the extent that such taxes have become  
due, and (ii) there are no governmental investigations or other legal,          
administrative, or tax proceedings pursuant to which Seller is or could be made 
liable for any taxes, penalties, interest, or other charges, the liability for  
which could extend to Buyer as transferee of the business of the Station, and   
no event has occurred that could impose on Buyer any transferree liability for  
any taxes, penalties, or interest due or to become due from Seller.             

3.14  Claims and Legal Actions.  Except for any FCC rulemaking  
proceedings generally affecting the broadcasting industry, and except as set    
forth on Schedule 3.14, to the best of Seller's knowledge, there is no claim,   
legal action, counterclaim, nor any order, decree or judgment, in progress or   
pending, or to the knowledge of Seller threatened, against or relating to       
Seller with respect to its ownership or operation of the Station or otherwise   
relating to Seller with respect to its ownership or operation of the Station or 
otherwise relating to the Assets or the business or operations of the Station,  
nor does Seller know or have reason to be aware of any basis for the same.  In  
particular, but without limiting the generality of the foregoing, and except as 
forth on Schedule 3.14, to the best of Seller's knowledge, there are no         
applications, complaints or proceedings pending or, to the best of its          
knowledge, threatened (i) before the FCC relating to the business or operations 
of the Station other than rule making proceedings which affect the radio        
industry generally, (ii) before any federal or state agency relating to the     
business or operations of the Station involving charges of illegal              
discrimination under any federal or state employment laws or regulations, or    
(iii) before any federal, state, or local agency relating to the business or    
operations of the Station involving zoning issues under any federal, state,     
or local zoning law, rule, or regulation.                                       

3.15  Environmental Matters.                                    

            (a)  Seller has complied in all material respects with all laws,
rules, and regulations of all federal, state, and local governments (and all    
agencies thereof) concerning the environment, public health and safety, and     
employee health and safety, and no charge, complaint, action, suit, proceeding, 
hearing, investigation, claim, demand, or notice has been filed or commenced    
against Seller in connection with its ownership or operation of the Station     
alleging any failure to comply with any such law, rule, or regulation.          

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         (b)  To the best of Seller's knowledge, Seller has no liability
relating to its ownership and operation of the Station (and there is no basis   
related to the past or present operations, properties, or facilities of Seller  
for any present or future charge, complaint, action, suit, proceeding, hearing, 
investigation, claim, or demand against Seller giving rise to any such          
liability) under any law, rule, or regulation of any federal, state, or local   
government (or agency thereof) concerning release or threatened release of      
hazardous substances, public health and safety, or pollution or protection of   
the environment.                                                                

         (c)  To the best of Seller's knowledge, Seller has no liability
relating to its ownership and operation of the Station (and Seller has not      
handled or disposed of any substance, arranged for the disposal of any          
substance, or owned or operated any property or facility in any manner that     
could form the basis for any present or future charge, complaint, action, suit, 
proceeding, hearing, investigation, claim, or demand (under the common law or   
pursuant to any statute) against Seller giving rise to any such liability) for  
damage to any site, location, or body of water (surface of subsurface) or for   
illness or personal injury.                                                     

         (d)  To the best of Seller's knowledge, Seller has no liability
relating to its ownership and operation of the Station (and there is no basis   
for any present or future charge, complaint, action, suit, proceeding, hearing, 
investigation, claim, or demand against Seller giving rise to any such          
liability) under any law, rule, or regulation of any federal, state, or local   
government (or agency thereof) concerning employee health and safety.           

            (e)  In connection with its ownership or operation of the Station,
Seller has obtained and been in material compliance with all of the terms and   
conditions of all permits, licenses, and other authorizations which are         
required under, and has complied in all material respects with all other        
limitations, restrictions, conditions, standards, prohibitions, requirements,   
obligations, schedules, and timetables which are contained in, all federal,     
state, and local laws, rules, and regulations (including all codes, plans,      
judgments, orders, decrees, stipulations, injunctions, and charges thereunder)  
relating to public health and safety, worker health and safety, and pollution   
or protection of the environment, including laws relating to emissions,         
discharges, releases, or threatened releases of pollutants, contaminants, or    
chemical, industrial, hazardous, or toxic materials or wastes into ambient air, 
surface water, ground water, or lands or otherwise relating to the              
manufacture, processing, distribution, use, treatment, storage, disposal,       
transport, or handling of pollutants, contaminants, or chemical, industrial,    
hazardous, or toxic materials or wastes.                                        

    (f)  To the best of Seller's knowledge, all properties and
equipment used in the business of the Station are and have been free of         
asbestos and asbestos-related products, PCB's, dioxins, and Extremely Hazardous 
Substances (as defined in Section 302 of the Emergency Planning and Community   
Right-to-Know Act.)                                                             

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        (g)  No pollutant, containment, or chemical, industrial,
hazardous, or toxic material or waste has ever been manufactured, buried,       
stored, spilled, leaked, discharged, emitted, or released by Seller in          
connection with its ownership and operation of the Station or, to the best of   
Seller's knowledge, after due investigation, by any other party on any Real     
Property.                                                                       

       3.16   Compliance with Laws.  To the best Seller's knowledge and except
as set forth on Schedule 3.4, Seller has complied in all material respects with 
the Licenses and all federal, state, and local laws, rules, regulations, and    
ordinances applicable or relating to the ownership and operation of the         
Station.  To the best of Seller's knowledge, neither the ownership or use of    
the properties of the Station nor the conduct of the business or operations of  
the Station conflicts with the rights of any other person or entity.            

     3.17   Full Disclosure.  no representation or warranty made by Seller
in this Agreement or in any certificate, document, or other instrument          
furnished or to be furnished by Seller pursuant hereto contains or will         
knowingly contain any untrue-statement of a material fact.                      

SECTION 4.     REPRESENTATIONS AND WARRANTIES OF BUYER                          

Buyer represents and warrants to Seller as follows:             

    4.1    Organization, Standing and Authority.  Buyer is a corporation
duly organized, validly existing, and in good standing under the laws of the    
State of Florida and at Closing will be duly qualified to conduct business as a 
foreign corporation in the State of Tennessee. buyer has all requisite power    
and authority to execute and deliver this Agreement and the documents           
contemplated hereby, and to perform and comply with all of the terms,           
covenants, and conditions to be performed and complied with by Buyer hereunder  
and thereunder.                                                                 

       4.2    Absence of Conflicting Agreements.  Subject to obtaining the FCC
Consent, the execution, delivery, and performance by Buyer of this Agreement    
and the documents contemplated hereby (with or without the giving of notice,    
the lapse of time, or both): (i) do not require the consent of any third party; 
(ii) will not conflict with the Certificate of Incorporation of Bylaws of       
Buyer; (iii) will not conflict with, result in a breach of, or                  

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constitute a default under, any law, judgment, order, injunction, decree, rule, 
regulation, or ruling of any court or government instrumentality; (iv) will not 
conflict with, constitute grounds for termination of, result in a breach of,    
constitute a default under, or accelerate or permit the acceleration of any     
performance required by the terms of, any agreement, instrument, license, or    
permit to which Buyer is a party or by which Buyer may be bound, such that      
Buyer could not acquire the Assets.                                             

       4.4   Buyer Qualifications.  Except as set forth on Schedule 4.4, buyer
is legally, financially and otherwise qualified to acquire the Licenses under   
the Communications Act of 1934, as amended, and the rules, regulations and      
policies of the FCC.  Buyer knows of now fact that would, under existing law    
and the existing rules, regulations, policies and procedures of the FCC         
disqualify Buyer as assignee of the Licenses or as the owner and operator of    
the Station.                                                                    

SECTION 5.    OPERATIONS OF THE ASSETS PRIOR TO CLOSING                         

5.1   Generally.  Seller agrees that, between the date of this  
Agreement and the Closing Date, Seller shall operate the Station in the         
ordinary course of business in accordance with its past practices (except where 
such conduct would conflict with the following covenants or with Seller's other 
obligations under this Agreement), and in accordance with the other covenants   
in this Section 5.                                                              

       5.2   Contracts.  Seller will not enter into any contract or commitment
which is not terminable on 90-days notice relating to the Station or the        
Assets, or amend or terminate any Contract (or waive any material right         
thereunder), or incur any obligation (including obligations relating to the     
borrowing of money or the guaranteeing of indebtedness) that will be binding on 
Buyer after Closing, except for cash time sales agreements made in the ordinary 
course of business and other contracts or commitments involving less than       
$5,000. Prior to the Closing Date, Seller shall deliver to Buyer a list of all  
Contracts entered into between the date of this Agreement and the Closing       
Date, together with copies of such Contracts.                                   

      5.3   Disposition of Assets.  Seller shall not sell, assign, lease, or
otherwise transfer or dispose of any of the material Assets, except for (i)     
liens which shall be removed prior to the Closing Date, (ii) liens for current  
taxes not yet due and payable, and (iii) mechanics' liens and other similar     

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liens, which shall be removed prior to the Closing Date either by payment or    
posting an appropriate indemnity bond.                                          

5.5   Licenses.  Seller shall not cause or permit, by any act or
failure to act, any of the Licenses issued by the FCC to expire or to be        
revoked, suspended, or modified, or take any action that could cause the FCC or 
any other governmental authority to institute proceedings for the suspension,   
revocation, or adverse modification of any of the Licenses.  Seller shall not   
fail to prosecute with due diligence any application to any governmental        
authority in connection with the operation of the Station.                      

  5.6   Rights.  Seller shall not knowingly waive any material right
relating to Station or any of the Assets.                                       

      5.7   Access to Information.  Seller shall give Buyer and its counsel,
accountants, engineers, and other authorized representatives reasonable access  
during normal business hours to the Assets and to all other properties,         
equipment, books, records, Contracts, and documents relating to the Station for 
the purpose of audit and inspection and will furnish or cause to be furnished   
to Buyer or its authorized representatives all material information with        
respect to the affairs and business of the Station that Buyer may reasonably    
request (including any operations reports produced with respect to the affairs  
and business of the Station).                                                   

5.8   Insurance.  Seller shall maintain substantially the same  
insurance coverage provided by the existing insurance policies on the Station   
and the Assets.                                                                 

5.9   Consents.  Seller shall use its best efforts to obtain the
Consents described in Section 8.2(c), without any material change in the terms  
or conditions of any Contract or License as in effect on the date of this       
Agreement.  Seller shall advise Buyer of any communications it receives         
concerning the Consents and of any conditions proposed, considered, or          
requested for any of the Consents.  Upon Buyer's  request, Seller shall         
cooperate with Buyer and use its best efforts to obtain from the lessors under  
each Real Property lease such estoppel certificates and consents to the         
collateral assignment of the lessee's interest under each such lease as Buyer's 
lenders may request.                                                            

     5.10  Books and Records.  Seller shall maintain its books and records
relating to the Station in accordance with past practices.                      

     5.11  Notification.  Seller shall promptly notify Buyer in writing of
any material change in any of the information contained in Seller's             
representations and warranties contained in Section 3 of this Agreement.        

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5.12  Compliance with Laws.  Seller shall comply in all material
respects with all laws, rules, and regulations applicable or relating to the    
ownership and operation of the Station.                                         

STATION 6.    SPECIAL COVENANTS AND AGREEMENTS                                  

6.1   FCC Consent.                                              

       (a)   The assignment of the Licenses in connection with the
purchase and sale of the Assets pursuant to this Agreement shall be subject to  
the prior consent and approval of the FCC.                                      

        (b)   Seller and Buyer shall promptly prepare an appropriate
application for the FCC Consent and shall file the application with he FCC      
within thirty (30) days of the execution of this Agreement.  The parties shall  
prosecute the application with all reasonable diligence and otherwise use       
their reasonable commercial efforts to obtain a grant of the applications as    
expeditiously as practicable.  Each party agrees to comply with any condition   
imposed on it by the FCC Consent, except that no party shall be required to     
comply with a condition if compliance with such condition would have a material 
adverse effect upon it.  Buyer and Seller shall oppose any requests for         
reconsideration or judicial review of the FCC Consent, provided, however, that  
the parties shall continue to have all rights available to them pursuant        
Section 9 hereof.  If the Closing shall not have occurred for any reason within 
the original effective period of the FCC Consent, and neither party shall have  
terminated this Agreement under Section 9, the parties shall jointly request    
an extension of the effective period of the FCC Consent.  No extension of the   
FCC Consent shall limit the exercise by either party of its rights under        
Section 9.                                                                      

 6.2   Control of the Station.  Prior to Closing, Buyer shall not,
directly or indirectly, control, supervise, direct or attempt to control,       
supervise, or direct, the operations of the Station; such operations, including 
complete control and supervision of all of the Station programs, employees, and 
policies, shall be the sole responsibility of Seller until the Closing.         

6.3   Risk of Loss.  The risk of any loss, damage, impairment,  
confiscation, or condemnation of any of the Assets from any cause whatsoever    
shall be borne by Seller at all times prior to the Closing.                     

       6.4   Confidentiality.  Except as necessary for the consummation of the
transaction contemplated by this Agreement, including Buyer's obtaining of      
financing related hereto, and except as and to the extent required by law,      
including, without limitation, disclosure requirements of federal or state      
securities laws and rules and regulations of securities markets, each party     
will keep confidential any information obtained from the other party in         

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connection with the transactions contemplated by this Agreement.  Except as     
provided in this Paragraph each party will refrain from disclosing any such     
information to any third party.  If this Agreement is terminated, each party    
will return to the other party all copies of all documents and all other        
information obtained by such party from the other party in connection with the  
transaction contemplated by this Agreement.                                     

    6.5   Cooperation.  Buyer and Seller shall cooperate fully with each
other and their respective counsel and accountants in connection with any       
actions required to be taken as part of their respective obligations under      
this Agreement, and Buyer and Seller shall execute such other documents as may  
be necessary and desirable to the implementation and consummation of this       
Agreement, and otherwise use their reasonable commercial efforts to consummate  
the transaction contemplated hereby and to fulfill their obligations under this 
Agreement.                                                                      

     6.6   Access to Books and Records.  Seller shall provide Buyer access
and the right to copy for a period of two (2) years from the Closing Date any   
books and records relating to the Assets but not included in the Assets.  Buyer 
shall provide Seller access and the right to copy for a period of two (2) years 
from the Closing Date any books and records relating fees or commissions in     
connection with the transactions contemplated by this Agreement.                

    6.8   Broker.  Each of Buyer and Seller represents and warrants that
neither it nor any person or entity acting on its behalf has incurred any       
liability for any finders' or brokers' fees or commissions in connection with   
the transactions contemplated by this Agreement.                                

   6.8   Noncompetition Agreement.  At Closing, Buyer and Seller shall
enter into a Noncompetition Agreement in the form of Schedule 6.8 and $84,000   
of the Purchase Price shall be allocated to the covenants of Seller set forth   
therein on the Closing Date.                                                    

SECTION 7.    CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER AT CLOSING          

      7.1   Conditions to Obligations of Buyer.  All obligations of Buyer at
the Closing are subject at Buyer's option to the fulfillment or waiver by Buyer 
prior to or at the Closing Date of each of the following conditions:            

(a)  Representations and Warranties.  All material  
representations and warranties of Seller contained in this Agreement shall be   
true and complete in all material respects at and as of the Closing Date as     
though made at and as of that time.                                             

           (b)  Covenants and Conditions.  Seller shall have performed and
complied in all material respects with all material covenants, agreements, and  
conditions required by this Agreement to be performed or complied with by it    
prior to or on the Closing Date.                                                

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      (c)   Consents.  All Consents shall have been obtained and
delivered to Buyer without any material adverse change in the terms or          
conditions of any agreement or any governmental license, permit, or other       
authorization.                                                                  

       (d)   FCC Consent.  The FCC Consent shall have been granted
without the imposition on Buyer of any material conditions that need not be     
compiled with by Buyer under Section 6.1 hereof, Seller shall have complied with
any material conditions imposed on it by the FCC Consent, and the FCC Consent   
shall have become a Final Order.                                                

             (e)   Governmental Authorizations.  Seller shall be the holder of
the Licenses and there shall not have been any modification of any License that 
could have a material adverse effect on the Station or the conduct of its       
business and operations.  No proceeding shall be pending the effect of which    
could be to revoke, cancel, fail to renew, suspend, or modify adversely any     
License.                                                                        

       (f)   Modification Application.  The FCC shall have granted
Seller's pending application to modify the Station's facilities (File No.       
BMPCT-960705KI) without changes, except as specifically acceptable to Buyer.    

  (g)   Tower Construction.  Seller shall have completed
construction of the new tower and transmitter building sufficient to            
accommodate the Station's modified facilities authorized by the                 
above-referenced modification application, pursuant to design, equipment and    
architectural plans and a building schedule approved in advance by Buyer        
sufficient to accommodate the Station's analog and HDTV needs, access roads and 
utility services.                                                               

         (h)   Leases.  Seller and Buyer shall have entered into (i) a
Tower/Transmitter Site Lease with an initial term of fifteen years at a monthly 
rental of $8,500 and with a renewal term of fifteen years at a negotiated       
market rate and (ii) a Studio Lease covering the Station's existing buildings,  
grounds, LPTV equipment and microwave tower for a five year term at a monthly   
rate of $3,500 and further providing Buyer with termination rights on ninety    
(90) days notice.  The monthly rate of $3,500 and further providing Buyer with  
termination rights on ninety (90) days notice.  The monthly rental under both   
Leases shall be modified annually to reflect increased property taxes and       
insure costs attributable to the Leased Premises.                               

         (i)   Deliveries.  Seller shall have made or stand willing to
make all deliveries to Buyer set forth in Section 8.2.                          

             (j)   Adverse Change.  Between the date of this Agreement and the
Closing Date, there shall have been no material adverse change in the assets,   
or properties of the Station, including any damage, destruction, or loss        
affecting any assets used or useful in the conduct of the business Station.     

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     7.2   Conditions to Obligations of Seller.  All obligations of Seller
at the Closing are subject at Seller's option to the fulfillment prior to or at 
the Closing Date of each of the following conditions:                           

(a)   Representation and Warranties.  All material  
representations and warranties of Buyer contained in this Agreement shall be    
true and complete in all material respects at and as of the Closing Date as     
though made at and as of that time.                                             

           (b)   Covenants and Conditions.  Buyer shall have performed and
complied in all material respects with all material covenants, agreements, and  
conditions required by this Agreement to be performed or complied with by it    
prior or on the Closing Date.                                                   

             (c)   Deliveries.  Buyer shall have made or stand willing to make
all the deliveries set forth in Section 8.3.                                    

       (d)   FCC Consent.  The FCC Consent shall have been granted
without the imposition on Seller of any material conditions that need not be    
complied with by Seller under Section 6.1 hereof and Buyer shall have complied  
with any conditions imposed on it by the FCC Consent.                           

SECTION 8.    CLOSING AND CLOSING DELIVERIES                                    

8.1   Closing                                                   

           (a)   Closing Date.  The Closing shall take place at 10:00 a.m.
on a date to be set by Buyer on at least five days' written notice to Seller,   
that is (1) not earlier than January 16, 1998, and (2) not later than January   
31, 1998.  If Buyer fails to specify the date for Closing pursuant to the       
preceding sentence prior to the fifth business day after the date upon which the
FCC Consent becomes a Final Order, the Closing shall take place on January 16,  
1998.                                                                           

             (b)   Closing Place.  The Closing shall be held at the offices of
Dow, Lohnes & Albertson, 1200 New Hampshire Avenue, N.W., Suite 800,            
Washington, D.C. 20036, or such other place that is agreed upon by Buyer and    
Seller.                                                                         

    8.2   Deliveries by Seller.  Prior to or on the Closing Date, Seller
shall deliver to Buyer the following, in form and substance reasonably          
satisfactory to Buyer and its counsel;                                          

       (c)  Transfer Documents.  Subject to the provisions of this
Agreement, duly executed bills of sale, assignments, and other transfer         
documents which shall be sufficient to vest good and marketable title to the    
Assets in the name of Buyer, free and clear of all                              

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mortgages, liens, restrictions, encumbrances, claims, and obligations except    
for Permitted Liens.                                                            

    (b)  Estoppel Certificate.  An Estoppel Certificate of the Lessor of
the leasehold interests listed in Schedule 3.5.                                 

     (c)  Consents.  An executed copy of any instrument evidencing receipt
of any Consent;                                                                 

(d)  Certificates.  Certificates, dated as of the Closing Date, 
executed by Seller certifying (1) that the material representations and         
warranties of Seller contained in this Agreement are true and complete in all   
material respects as of the Closing Date as though made on and as of that date; 
and (2) that Seller have in all material respects performed and complied with   
all of its material obligations, covenants, and agreements set forth in this    
Agreement to be performed and complied with on or prior to the Closing Date and 
such additional Certificates and confirmations to Buyer's lenders as Buyer may  
reasonably request in connection with obtaining financing for the performance of
its payment obligations hereunder.                                              

(e)  Licenses, Contracts, Business Records, Etc.  Copies of all 
Licenses and Assumed Contracts.                                                 

     (f)  Opinion of Counsel.  Opinion of Seller's counsel dated as of the
Closing Date, substantially in the form of Schedule 8.2(f) hereto; and          

       (g)  Noncompetition Agreement. The Noncompetition Agreement in the form
as Schedule 6.8, duly executed on behalf of Seller.                             

    (h)  Leases.  The Tower/Transmitter Site Lease and Studio Lease duly
executed by Seller.                                                             

8.3   Deliveries by Buyer.  Prior to or on the Closing Date, Buyer shall    
deliver to Seller the following, in form and substance reasonably satisfactory  
to Seller and its counsel;                                                      

    (a)  Purchase Price.  The Purchase Price as provided in Sections 2.3
and 2.4.                                                                        

       (b)  Assumption Agreements.  Appropriate assumption agreements pursuant
to which Buyer shall assume and undertake to perform the obligations of Seller  
required by Section 2.5 of this Agreement.                                      

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   (c)  Officer's Certificate.  A certificate, dated as of the Closing
Date, executed by an officer of Buyer certifying (1) that the representations   
and warranties of Buyer contained in this Agreement are true and complete in    
all material respects as of the Closing Date as though made on and as of that   
date, and (2) that Buyer has in all material respects performed and complied    
with all of its obligations, covenants, and agreements set forth in this        
Agreement to be performed and complied with on or prior to the Closing Date.    

    (d)  Opinion of Counsel.  Opinion of Buyer's counsel dated as of the
Closing Date, substantially in the form of Schedule 8.3(d) hereto.              

   (e)  Noncompetition Agreement.  The Noncompetition Agreement in the
form of Schedule 6.8 duly executed by Buyer and the payment of $84,000 to       
Seller thereunder.                                                              

   (f)  Leases. The Tower/Transmitter Site Lease and Studio Lease duly
executed by Buyer.                                                              

SECTION 9. TERMINATION                                                          

9.1   Termination by Seller.  This Agreement may be terminated by Seller and
the purchase and sale of the Assets abandoned, if Seller is not then in         
material default, upon written notice to Buyer, upon the occurrence of any of   
the following:                                                                  

     (a)  Conditions.  If, on the date that would otherwise be the Closing
Date, any of the conditions precedent to the obligations of Seller set forth in 
this Agreement have not been satisfied or waived in writing by Seller.          

   (b)  Judgments.  If there shall be in effect on the date that would
otherwise be the Closing Date any judgment, decree, or order, not caused by     
Seller, that would prevent or make unlawful the Closing.                        

    (c)  Upset Date.  If the Closing shall not have occurred by March 1,
1998.                                                                           

9.2   Termination by Buyer.  This Agreement may be terminated by Buyer and  
the purchase and sale of the Station abandoned, if Buyer is not then in         
material default, upon written notice to Seller, upon the occurrence of any of  
the following:                                                                  

    (a)  Conditions.  If on the date that would otherwise be the Closing
Date any of the conditions precedent to the obligations of Buyer set forth in   
this Agreement have not been satisfied or waived in writing by Buyer.           

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   (b)  Judgments.  If there shall be in effect on the date that would
otherwise be the Closing Date any judgment, decree, or order, not caused by     
Buyer, that would prevent or make unlawful the Closing.                         

    (c)  Upset Date.  If the Closing shall not have occurred by March 1,
1998.                                                                           

 9.3   Escrow Deposit.  Simultaneously with the execution and delivery of this
Agreement by Seller and Buyer, Buyer has deposited with the Escrow Agent the    
amount of One Hundred Thousand Dollars ($100,000) in accordance with the Escrow 
Agreement attached hereto as Schedule 9.3. All funds and documents deposited    
with the Escrow Agent shall be held and disbursed in accordance with the terms  
of the Escrow Agreement and the following provisions:                           

         (a)  At the Closing, all amounts held by the Escrow Agent
pursuant to the Escrow Agreement, including any interest or other proceeds from 
the investment of funds held by the Escrow Agent, shall be disbursed to or at   
the direction of Buyer.                                                         

            (b)  If this Agreement is terminated pursuant to Section 9.1
and 9.2 and Buyer is not in material breach of this Agreement, all amounts held 
by the Escrow Agent pursuant to the Escrow Agreement, including any interest or 
other proceeds from the investment of funds held by the Escrow Agent, shall be  
disbursed to or at the direction of Buyer.                                      

     9.4  Rights on Termination.  If this Agreement is terminated pursuant
to Section 9.1 or Section 9.2 and neither party is in material breach of any    
provision of this Agreement, the parties hereto shall not have any further      
liability to each other with respect to the purchase and sale of the Assets.    
If this Agreement is terminated by Seller due to Buyer's material breach of any 
provision of this Agreement, then Seller shall be entitled to the Escrow        
Deposit of One Hundred Thousand Dollars ($100,000) as liquidated damages which  
shall constitute full payment and the exclusive remedy for any damages suffered 
by Seller by reason of Buyer's material breach of this Agreement.  Seller and   
Buyer agree in advance that actual damages would be difficult to ascertain and  
that the amount of One Hundred Thousand ($100,000) is a fair and equitable      
amount to reimburse Seller for damages sustained due to Buyer's material breach 
of this Agreement.  If prior to Closing, Seller is in material breach of its    
obligations under this Agreement, Buyer's sole remedy shall be an action for    
specific performance of this Agreement and Buyer expressly waives any right to  
pursue a claim for monetary damages.                                            

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SECTION 10.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;                        
INDEMNIFICATION; CERTAIN REMEDIES                     

  10.1   Representations and Warranties.  All representations and warranties
contained in this Agreement shall be deemed continuing representations and      
warranties and shall survive the Closing for a period of twelve (12) months.    

10.2   Indemnification by Seller.  Seller hereby agrees to indemnify and
hold Buyer harmless against and with respect to, and shall reimburse Buyer for: 

         (a)  Any and all losses, liabilities, or damages resulting from any
untrue representation, breach of warranty, or material omission or              
nonfulfillment of any covenant by Seller contained in this Agreement or in any  
certificate, document, or instrument delivered to Buyer under this Agreement.   

          (b)  Any and all obligations of Seller not assumed by Buyer pursuant
to this Agreement.                                                              

    (c)  Any and all losses, liabilities, or damages contingent or
otherwise resulting from the operation or ownership of the Assets or the        
Station prior to the Closing Date, including any liabilities arising under the  
Licenses which relate to events occurring prior to the Closing Date.            

    (d)  Any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs, and expenses, including reasonable legal fees    
and expenses, incident to any of the foregoing or incurred in investigating or  
attempting to avoid the same or to oppose the imposition thereof, or in         
enforcing this indemnity.                                                       

   10.3   Indemnification by Buyer.  Buyer hereby agrees to indemnify and hold
Seller harmless against and with respect to, and shall reimburse Seller for:    

         (a)  Any and all losses, liabilities, or damages resulting from any
untrue representation, branch of warranty, or material omission or              
nonfulfillment of any covenant by Buyer contained in this Agreement or in any   
certificate, document, or instrument delivered to Seller under this Agreement.  

         (b)  Any and all obligations of Seller assumed by Buyer pursuant to
this Agreement.                                                                 

    (c)  Any and all losses, liabilities, or damages contingent or
otherwise, resulting from the operation or ownership of the Assets or the       
Station on and after the Closing.                                               

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    (d)  Any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs and expenses, including reasonable legal fees and 
expenses, incident to any of the foregoing or incurred in investigating or      
attempting to avoid the same or to oppose the imposition thereof, or in         
enforcing this indemnity.                                                       

10.4   Procedure for Indemnification.  The procedure for indemnification
shall be as follows:                                                            

    (a)  The party claiming indemnification (the "Claimant") shall
promptly give notice to the party from which indemnification is claimed (the    
"Indemnifying Party") of any claim, whether between the parties or brought by a 
third party against Claimant, such notice shall be given by Claimant as soon as 
practicable after written notice of such action, suit, or proceeding was given  
to Claimant.                                                                    

       (b)  With respect to claims solely between the parties, following
receipt of notice from the Claimant of a claim, the Indemnifying Party shall    
have thirty days to make such investigation of the claim as the Indemnifying    
Party deems necessary or desirable.  For the purposes of such investigation,    
the Claimant agrees to make available to the Indemnifying Party and/or its      
authorized representatives the information relied upon by the Claimant to       
substantiate the claim.  If the Claimant and the Indemnifying Party agree at or 
prior to the expiration of the thirty-day period (or any mutually agreed upon   
extension thereof) to the validity and amount of such claim, the Indemnifying   
Party shall immediately pay to the Claimant the full amount of the claim.  If   
the Claimant and the Indemnifying Party do not agree within such thirty-day     
period (or any mutually agreed upon extension thereof), the Claimant may seek   
appropriate remedy under the arbitration provisions set forth in Section 11.2   
of this Agreement.                                                              

     (c)  With respect to any claim by a third party as to which the
Claimant is entitled to indemnification under this Agreement, the Indemnifying  
Party shall have the right at its own expense, to participate in or assume      
control of the defense of such claim, and the Claimant shall cooperate fully    
with the Indemnifying Party subject to reimbursement for reasonable actual      
out-of-pocket expenses incurred by the Claimant as the result of a request by   
the Indemnifying Party.  If the Indemnifying Party elects to assume control of  
the defense of any third-party claim, the Claimant shall have the right to      
participate in the defense of such claim at its own expense.  If the            
Indemnifying Party does not elect to assume control or otherwise participate in 
the defense of any third party claim, it shall be bound by the results obtained 
by the Claimant with respect to such claim.                                     

       (d)  If a claim, whether between the parties or by a third party,
requires immediate action, the parties will make every effort to reach a        
decision with respect thereto as expeditiously as possible.                     

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         (e) The indemnification rights provided in Sections 10.2 and 10.3
shall extend to the shareholders, directors, officers, employees, and           
representatives of any Claimant although for the purpose of the procedures set  
forth in this Section 10.4, any indemnification claims by such parties shall be 
made by and through the Claimant.                                               

    10.5   Certain Limitations.  Notwithstanding anything in this Agreement to
the contrary, neither party shall indemnify or otherwise be liable to the other 
party for any breach of a representation or warranty, or for the breach of any  
covenant contained in this Agreement, except to the extent the losses,          
obligations, liabilities, costs and expenses of such party arising therefrom    
exceed in the aggregate Twenty Five Thousand Dollars ($25,000).                 

    10.6  Specific Performance.  The parties recognize that if Seller breaches
this Agreement and refuses to perform under the provisions of this Agreement,   
monetary damages alone would not be adequate to compensate Buyer for its        
injury.  Buyer shall therefore be entitled, as its sole and exclusive remedy,   
to obtain specific performance of the terms of this Agreement.  If any action   
is brought by Buyer to enforce this Agreement, Seller shall waive the defense   
that there is an adequate remedy at law.                                        

 10.7  Attorneys' Fees.  In the event of a default by either party which
results in a lawsuit or other proceeding for any remedy available under this    
Agreement, the prevailing party shall be entitled to reimbursement from the     
other party of its reasonable legal fees and expenses.                          

SECTION 11. MISCELLANEOUS                                                       

  11.1  Fees and Expenses.  Any federal, state, or local sales or transfer
tax arising in connection with the conveyance of the Assets by Seller to Buyer  
pursuant to this Agreement shall be paid by Seller.  Buyer and Seller shall     
each pay one-half of the feel payable to the FCC in connection with the filing  
of the application for the FCC Consent.  Except as otherwise provided in this   
Agreement, each party shall pay its own expenses incurred in connection with    
the authorization, preparation, execution, and performance of this Agreement,   
including all fees and expenses of counsel, accountants, agents, and            
representatives, and each party shall be responsible for all fees or            
commissions payable to any finder, broker, advisor, or similar person retained  
by or on behalf of such party.                                                  

 11.2  Arbitration.  Except as otherwise provided to the contrary below,
any dispute arising out of or related to this Agreement that Seller and Buyer   
are unable to resolve by themselves shall be settled by arbitration in the      
District of Columbia by a panel of three arbitrators.  Seller and Buyer shall   
each designate one disinterested arbitrator, and the two arbitrators so         
designated shall select the third arbitrator.  Before undertaking to resolve    
the dispute, each arbitrator shall be duly sworn faithfully and fairly to hear  
and examine the matters in controversy and to make a just award according to    
the best of his or her                                                          

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understanding. The arbitration hearing shall be conducted in accordance with    
the commercial arbitration rules of the American Arbitration Association.  The  
written decision of a majority of the arbitrators shall be final and binding on 
Seller and Buyer. The costs and expenses of the arbitration proceeding shall be 
assessed between Seller and Buyer in a manner to be decided by a majority of    
the arbitrators, and the assessment shall be set forth in the decision and      
award of the arbitrators.  Judgment on the award, if it is not paid within      
thirty days, may be entered in any court having jurisdiction over the matter.   
No action at law or suit in equity based upon any claim arising out of or       
related to this Agreement shall be instituted in any court by Seller or Buyer   
against the other except (i) an action to compel arbitration pursuant to this   
Section, (ii) an action to enforce the award of the arbitration panel rendered  
in accordance with this Section, or (iii) a suit for specific performance       
pursuant to Section 10.5.                                                       

        11.3  Notices.  All notices, demands, and requests required or permitted
to be given under the provisions of this Agreement shall be (a) in writing, (b) 
sent by telecopy (with receipt personally confirmed by telephone), delivered by 
personal delivery, or sent by commercial delivery service or registered or      
certified mail, return receipt requested, (c) deemed to have been given on the  
date of personal delivery or the date set forth in the records of the delivery  
service or on the return receipt, and (d) addressed as follows:                 

If to Buyer:                    Mr. Lowell W. Paxson                            
                           Paxson Communications of Nashville-28, Inc.
        601 Clearwater Park Road
         West Palm Beach, FL 33401
        Telecopy: (561) 655-9424
         Telephone: (561) 659-4122

With a copy to:                 John R. Feore, Jr., Esquire                     
       Dow, Lohnes & Albertson
                        A Professional Limited Liability Company
               1200 New Hampshire Avenue, N.W.
Suite 800       
      Washington, D.C. 20036
        Telecopy: (202) 776-2222
         Telephone: (202) 776-2786

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If to Buyer:                    Mr. Steven Roberts                              
                           Roberts Broadcasting of Cookesville, L.L.C.
          1408 N. Kingshighway Blvd.
   St. Louis, MO 63113
        Telecopy: (314) 367-0174
         Telephone: (314) 367-0090

With a copy to:                 Joseph von Kaenel, Esquire                      
                     Armstrong, Teasdale, Schlafly & Davis
                   One Metropolitan Square, Suite 2600
         St. Louis, Missouri 63102
        Telecopy: (314) 621-5065
         Telephone: (314) 342-8067

or to any other or additional persons and addresses as the parties may from time
to time designate in a writing delivered in accordance with this Section 11.3.  

       11.4  Benefit and Binding Effect.  Neither party hereto may assign this
Agreement without the prior written consent of the other party hereto;          
provided, however, that Buyer may assign its rights and obligations under this  
Agreement to one or more subsidiaries or commonly controlled affiliates of      
Buyer without seeking or obtaining Seller's prior approval and may assign its   
rights and obligations under this Agreement to an unrelated entity without      
seeking or obtaining Seller's prior approval provided that Buyer guarantees that
entity's performance hereunder; and Buyer may collaterally assign its rights    
and interests hereunder to its lenders without seeking or obtaining Seller's    
prior approval.  Upon any permitted assignment by Buyer os Seller in accordance 
with this Section 11.4, all references to "Buyer" herein shall be deemed to be  
references to Buyer's assignee and all references to "Seller" herein shall be   
deemed to be reference to the Seller's assignee, as the case may be.  This      
Agreement shall be binding upon and inure to the benefit of the parties hereto  
and their respective successors and permitted assigns.                          

 11.5  Further Assurances.  The parties shall take any actions and
execute any other documents that may be necessary or desirable to the           
implementation and consummation of this Agreement, including, in the case of    
Seller, any additional bills of sale, deeds, or other transfer documents that,  
in the reasonable opinion of Buyer, may be necessary to ensure, complete, and   
evidence the full and effective transfer of the Assets to Buyer pursuant to     
this Agreement.                                                                 

      11.6  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED, AND
ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF FLORIDA (WITHOUT REGARD TO  
THE CHOICE OF LAW PROVISION THEREOF).                                           

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      11.7   Headings.  The headings in this Agreement are included for ease
of reference only and shall not control or affect the meaning or construction   
of the provisions of this Agreement.                                            

      11.8   Gender and Number.  Words used in this Agreement, regardless of
the gender and number specifically used, shall be deemed and construed to       
include any other gender, masculine, feminine, or neuter, and any other number, 
singular or plural, as the context requires.                                    

        11.9   Entire Agreement.  This Agreement, the schedules, hereto, and all
documents, certificates, and other documents to be delivered by the parties     
pursuant hereto, collectively represent the entire understanding and agreement  
between Buyer and Seller with respect to the subject matter hereof.  This       
Agreement supersedes all prior negotiations between the parties and cannot be   
amended, supplemented, or changed except by an agreement in writing that makes  
specific reference to this Agreement and which is signed by the party against   
which enforcement of any such amendment, supplement, or modification is sought. 

      11.10  Waiver of Compliance; Consents. Except as otherwise provided in
this Agreement, any failure of any of the parties to comply with any            
obligation, representation, warranty, covenant, agreement, or condition herein  
may be waived by the party entitled to the benefits thereof only by a written   
instrument signed by the party granting such waiver, but such waiver or failure 
to insist upon strict compliance with such obligation, representation,          
warranty, covenant, agreement or condition shall not operate as a waiver of, or 
estoppel with respect to, any subsequent or other failure.  Whenever this       
Agreement requires or permits consent by or on behalf of any party hereto, such 
consent shall be given in writing in a manner consistent with the requirements  
for a waiver of compliance as set forth in this Section 11.10.                  

       11.11  Counterparts.  This Agreement may be signed in counterparts with
the same effect as if the signature on each counterpart were upon the same      
instrument.                                                                     

      11.12  Press Releases.  Neither party shall publish any press release,
make any other public announcement or otherwise communicate with any news media 
concerning this Agreement or the transactions contemplated hereby without the   
prior written consent of the other party; provided, however, that nothing       
contained herein shall prevent either party from promptly making all filings    
with governmental authorities as may, in its judgment, be required or advisable 
in connection with the execution and delivery of this Agreement or the          
consummation of the transactions contemplated hereby, in which case the other   
party shall be first notified in writing.                                       

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    IN WITNESS WHEREOF, the parties hereto have duly executed this Asset
Purchase Agreement as of the day and year first above written.                  

        PAXSON COMMUNICATIONS OF
  NASHVILLE-28, INC.

     By:  Lowell W. Paxson
         -----------------
Name: 
Title:

       ROBERTS BROADCASTING OF
  COOKEVILLE, L.L.C.

       By:  Michael V. Roberts
            ------------------
Name: 
Title:

Dates Referenced Herein

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		3/1/98		26		27			None on these Dates
		1/31/98		24
		1/16/98		24
		8/19/97
Filed on:		8/14/97
For Period End:		6/30/97
		4/11/97		1		8
									List all Filings