Ion Media Networks Inc. – ‘10-Q’ for 9/30/97 – EX-10.183

As of:  Friday, 11/14/97   ·   For:  9/30/97   ·   Accession #:  950144-97-12414   ·   File #:  1-13452

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Paxson Communications Corporation Form 10-Q           23    151K 
 2: EX-4.2      Fourth Amend. to Amended & Restated Credit Agrmt.      9     29K 
 3: EX-4.3      Credit Agreement                                     343   1.08M 
 4: EX-10.181   Asset Purchase Agreement                              42    168K 
 5: EX-10.182   Stock Purchase Agreement                             127    410K 
 6: EX-10.183   Stock Purchase Agreement                             139    439K 
 7: EX-10.184   Asset Purchase Agreement                              42    173K 
 8: EX-10.185   Asset Purchase Agreement                             103    442K 
 9: EX-27       Financial Data Schedule                                1      7K 

EX-10.183   —   Stock Purchase Agreement
Exhibit Table of Contents

EX-10.183
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                                                      EXHIBIT 10.183

================================================================================

STOCK PURCHASE AGREEMENT

BY AND AMONG

CHANNEL 46 OF TUCSON, INC., 

PAXSON COMMUNICATIONS OF TUCSON-46, INC.

AND 

SUNGILT CORPORATION, INC. 

* * * 

SEPTEMBER 9, 1997 

================================================================================

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TABLE OF CONTENTS 

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ARTICLE 1.        CERTAIN DEFINITIONS.............................................................................2
         Section 1.1       Terms Defined in this Section..........................................................2
         Section 1.2       Clarifications.........................................................................5

ARTICLE 2.        THE INITIAL CLOSING.............................................................................5
         Section 2.1       The Initial Closing....................................................................5
         Section 2.2       Sale of Initial Shares.................................................................5
         Section 2.3       Purchase Price.........................................................................6

ARTICLE 3.        ACTIONS TO BE TAKEN PRIOR TO THE INITIAL CLOSING................................................6
         Section 3.1       Organization of the Company............................................................6
         Section 3.2       Tower Site.............................................................................6
         Section 3.3       Extension Application..................................................................6
         Section 3.4       Pro Forma FCC Consent..................................................................6
         Section 3.5       Assignment of Construction Permit......................................................6
         Section 3.6       Conduct Pending the Initial Closing....................................................6
         Section 3.7       Loan Documents.........................................................................7

ARTICLE 4.        REPRESENTATIONS AND WARRANTIES OF BUYER REGARDING                                                
                  THE INITIAL CLOSING.............................................................................7
         Section 4.1       Organization and Standing..............................................................7
         Section 4.2       Power and Authority....................................................................7
         Section 4.3       Conflicts..............................................................................8
         Section 4.4       Investment.............................................................................8
         Section 4.5       Disclosure.............................................................................8

ARTICLE 5.        REPRESENTATIONS AND WARRANTIES OF SELLER AND THE                                                 
                  COMPANY REGARDING THE INITIAL CLOSING...........................................................8
         Section 5.1       Organization and Standing..............................................................8
         Section 5.2       Power and Authority....................................................................8
         Section 5.3       Conflicts..............................................................................9
         Section 5.4       Exchange Act; Investment Company Act...................................................9
         Section 5.5       Capitalization.........................................................................9
         Section 5.6       Assets and Liabilities of the Company.  ..............................................10
         Section 5.7       Broker................................................................................10
         Section 5.8       Construction Permit...................................................................10
         Section 5.9       Tower Site............................................................................10
         Section 5.10      Consents..............................................................................10
         Section 5.11      Claims and Legal Actions..............................................................10
         Section 5.12      Disclosure............................................................................11


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ARTICLE 6.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER AT                                               
                  THE INITIAL CLOSING............................................................................11 
         Section 6.1       Representations and Warranties........................................................11 
         Section 6.2       Covenants and Conditions..............................................................11 
         Section 6.3       Extension Application.................................................................11 
         Section 6.4       Approvals for Tower Site..............................................................11 
         Section 6.5       Contribution..........................................................................11 
         Section 6.6       Tower Site............................................................................12 
         Section 6.7       Deliveries.  .........................................................................12 
         Section 6.8       Construction Permit; Adverse Proceedings..............................................13 
         Section 6.9       No Liabilities........................................................................13 
         Section 6.10      Loan Documents........................................................................13 

ARTICLE 7.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER                                                 
                  AND THE COMPANY AT THE INITIAL CLOSING.........................................................13 
         Section 7.1       Representations and Warranties........................................................13 
         Section 7.2       Covenants and Conditions..............................................................13 
         Section 7.3       Deliveries............................................................................13 
         Section 7.4       Adverse Proceedings...................................................................14 

ARTICLE 8.        CONSTRUCTION AND OPERATION OF THE STATION......................................................14 
         Section 8.1       General...............................................................................14 
         Section 8.2       FCC Consent...........................................................................15 
         Section 8.3       Employee Benefit Plans................................................................15 
         Section 8.4       Labor Relations.......................................................................15 
         Section 8.5       Licenses..............................................................................16 
         Section 8.6       Compliance with Laws..................................................................16 
         Section 8.7       Notification..........................................................................16 
         Section 8.8       Preservation of Business..............................................................16 
         Section 8.9       Performance of Agreements.............................................................16 
         Section 8.10      Cable Carriage........................................................................16 

ARTICLE 9.        THE OPTION AND THE SECOND CLOSING..............................................................16 
         Section 9.1       Call Option...........................................................................16 
         Section 9.2       Put Option.                                                                              
 .................................................................................................................17
         Section 9.3       The Second Closing....................................................................18 
         Section 9.4       Sale of Option Shares.................................................................18 
         Section 9.5       Purchase Price for Option Shares......................................................18 

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ARTICLE 10.       REPRESENTATIONS AND WARRANTIES OF BUYER REGARDING                                                
                  THE SECOND CLOSING.............................................................................19

ARTICLE 11.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE                                                 
                  COMPANY AND SELLER REGARDING THE SECOND CLOSING                                                  
                   ..............................................................................................19
         Section 11.1      Contracts.............................................................................19
         Section 11.2      Copyrights, Trademarks and Similar Rights.............................................19
         Section 11.3      Governmental Authorizations...........................................................20
         Section 11.4      Title to and Condition of Real Property...............................................20
         Section 11.5      Title to and Condition of Tangible Personal Property..................................20
         Section 11.6      Compliance With Laws..................................................................21
         Section 11.7      Reports...............................................................................21
         Section 11.8      Public Inspection File................................................................21
         Section 11.9      Taxes.................................................................................21
         Section 11.10     Dividends and Redemptions.............................................................21
         Section 11.11     Notices; Condemnation.................................................................21
         Section 11.12     Liabilities of the Company............................................................22
         Section 11.13     Disclosure............................................................................22

ARTICLE 12.       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER AT                                              
                  THE SECOND CLOSING.............................................................................22
         Section 12.1      Representations and Warranties........................................................22
         Section 12.2      Covenants and Conditions..............................................................22
         Section 12.3      FCC Consent...........................................................................22
         Section 12.4      Consents..............................................................................22
         Section 12.5      Deliveries.  .........................................................................23
         Section 12.6      Adverse Proceedings...................................................................23
         Section 12.7      Time Brokerage Agreement..............................................................24
         Section 12.8      Adverse Change........................................................................24

ARTICLE 13.       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER                                                
                  AND THE COMPANY AT THE SECOND CLOSING..........................................................24
         Section 13.1      Representations and Warranties........................................................24
         Section 13.2      Covenants and Conditions..............................................................24
         Section 13.3      FCC Consent...........................................................................24
         Section 13.4      Consents..............................................................................24
         Section 13.5      Deliveries.  .........................................................................24
         Section 13.6      Time Brokerage Agreement..............................................................25

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         Section 13.7      Adverse Proceedings...................................................................25

ARTICLE 14.       JOINT COVENANTS................................................................................25
         Section 14.1      Confidentiality.......................................................................25
         Section 14.2      Cooperation...........................................................................25
         Section 14.3      Governmental Consents.................................................................26
         Section 14.4      Station Operation and Contracts.......................................................26

ARTICLE 15.       TRANSFER TAXES; FEES AND EXPENSES..............................................................26
         Section 15.1      Transfer Taxes........................................................................26
         Section 15.2      Filing Fees...........................................................................26
         Section 15.3      Expenses..............................................................................26

ARTICLE 16.       ESCROW DEPOSIT.................................................................................27
         Section 16.1      Escrow Deposit........................................................................27

ARTICLE 17.       RISK OF LOSS...................................................................................28
         Section 17.1      Risk of Loss..........................................................................28
         Section 17.2      Postponement of the Second Closing Date...............................................28
         Section 17.3      Option to Terminate...................................................................28

ARTICLE 18.       TERMINATION RIGHTS.............................................................................28
         Section 18.1      Termination by the Parties............................................................28
         Section 18.2      Termination by Buyer..................................................................29

ARTICLE 19.       SPECIFIC PERFORMANCE...........................................................................29

ARTICLE 20.       INDEMNIFICATION................................................................................29
         Section 20.1      Seller's and the Company's Indemnification............................................29
         Section 20.2      Buyer's Indemnification...............................................................30
         Section 20.3      Notice of Claim.......................................................................30
         Section 20.4      Assumption and Defense of Third-Party Action..........................................30
         Section 20.5      Limitation Period.....................................................................31

ARTICLE 21.       OTHER PROVISIONS...............................................................................31
         Section 21.1      Survival of Representations, Warranties and Covenants.................................31
         Section 21.2      Press Releases........................................................................31
         Section 21.3      Further Assurances....................................................................31
         Section 21.4      Benefit and Assignment................................................................31
         Section 21.5      Entire Agreement......................................................................31

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Section 21.6   Headings..............................................................................32 
Section 21.7   Governing Law.........................................................................32 
Section 21.8   Notices...............................................................................32 
Section 21.9   Counterparts..........................................................................33 
Section 21.10  PCC Guaranty..........................................................................33 
Section 21.11  Shareholders Guaranty.................................................................33 


 EXHIBITS AND SCHEDULES TO
STOCK PURCHASE AGREEMENT

EXHIBITS

EXHIBIT A                  --       Time Brokerage Agreement  
EXHIBIT B                  --       Construction Agreement    
EXHIBIT C                  --       Shareholders Agreement    
EXHIBIT D                  --       Escrow Agreement          

SCHEDULES 

Schedule 5.6               --       Assets                    
Schedule 5.9               --       Transmitter Site          
       Schedule 6.7(f)            --       Opinions of Counsel to Seller and
                                       the Company (Initial Closing)
 Schedule 7.3(d)            --       Opinion of Counsel to Buyer
                           (Initial Closing)
       Schedule 12.5(h)           --       Opinions of Counsel to Seller and
                                      the Company (Second Closing)
         Schedule 13.5(d)           --       Opinion of Counsel to Buyer (Second
                  Closing)

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STOCK PURCHASE AGREEMENT

        THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of the 9th
day of September, 1997, by and among SUNGILT CORPORATION, INC. a __________     
corporation ("Seller"); CHANNEL 46 OF TUCSON, INC., a Delaware corporation (the 
"Company"); and PAXSON COMMUNICATIONS OF TUCSON-46, INC., a Florida corporation 
("Buyer").                                                                      

W I T N E S S E T H 

  WHEREAS, Seller is the holder of a construction permit, File No.
BMPCT-960801LM ("Construction Permit"), issued by the Federal Communications    
Commission ("FCC") for new television station KXGR, Channel 46, Green Valley,   
Arizona (the "Station") and has pending before the FCC an application to extend 
the Construction Permit, File No. BMPCT-970424KF (the "Extension Application"). 

  WHEREAS, subject to the pro forma assignment of the Construction
Permit from Seller to the Company, Seller intends to convey the Construction    
Permit to the Company in exchange for all of the outstanding common stock of    
the Company;                                                                    

WHEREAS, Buyer desires to purchase from Seller, following the 
acquisition of the Construction Permit by the Company, forty-nine percent (49%) 
of the outstanding common stock of the Company, subject to the terms and        
conditions set forth herein;                                                    

      WHEREAS, Buyer desires to grant to Seller an option to require Buyer
to purchase the remaining fifty-one percent (51%) of the outstanding common     
stock of the Company, and Seller desires to grant to Buyer an option to         
purchase such stock, subject to the terms and conditions set forth herein; and  

    WHEREAS, in connection with the foregoing transactions, (a) Buyer,
Seller and the Company desire to enter into a Shareholders Agreement setting    
forth, among other things, certain restrictions relating to the issuance and    
sale of the capital stock of the Company, (b) Buyer and the Company desire to   
enter into a Construction Agreement, pursuant to which Buyer agrees to provide  
certain services in connection with the construction of the Station; (c) Buyer  
and the Company desire to enter into a Lease Agreement pursuant to which Buyer  
agrees to lease to the Company certain assets used or useful in the business    
and operations of the Station; and (d) Buyer and the Company desire to enter    
into a Time Brokerage Agreement, pursuant to which, upon completion of          
construction of the Station and commencement of broadcast operations, Buyer     
shall provide programming for broadcast on the Station, subject to the rules,   
regulations and policies of the FCC.                                            

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   NOW, THEREFORE, in consideration of these premises and the mutual
covenants, conditions and promises contained herein, and for valuable           
consideration, the receipt and sufficiency of which are hereby acknowledged,    
the parties, intending to be legally bound, agree as follows:                   

ARTICLE 1.        CERTAIN DEFINITIONS                                           

    Section 1.1 Terms Defined in this Section. The following terms, as
used in this Agreement, have the meanings set forth in this Section:            

       "Call" means the requirement of Seller to convey the Option Shares to
Buyer in the manner described in Section 9.1.                                   

"Call Notice" means the written notice sent by Buyer to Seller
requiring Seller to convey all of the Option Shares to Buyer in the manner      
described in Section 9.1.                                                       

      "Closings" means the collective reference to the Initial Closing and
the Second Closing.                                                             

  "Common Stock" means all of the issued and outstanding shares of
capital stock of the Company, consisting of 1,000 shares of voting common       
stock, par value $.01 per share.                                                

        "Communications Act" means the Communications Act of 1934, as amended,
the Telecommunications Act of 1996 and the rules and regulations promulgated    
thereunder.                                                                     

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

 "Construction Agreement" means the Construction Agreement to be
entered into by Buyer and the Company, substantially in the form of Exhibit B.  

     "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 the Company is a party or that are binding upon 
the Company, and (a) that are in effect on the date of this Agreement or (b)    
that are entered into by the Company between the date of this Agreement and the 
Second Closing Date.                                                            

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

        "Escrow Agreement" means the Escrow Agreement to be entered into among
Buyer, Seller, the Company and the Escrow Agent, substantially in the form of   
Exhibit D.                                                                      

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     "Escrow Deposit" means $100,000 in cash deposited by Buyer with the
Escrow Agent pursuant to the Escrow Agreement.                                  

   "FCC Consent" means action by the FCC granting its consent to the
transfer of control of the Company as contemplated by this Agreement.           

  "FCC Licenses" means those licenses, permits, and authorizations
issued by the FCC in connection with the business and 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.                     

      "Initial Closing" means the consummation of the purchase and sale of
the Initial Shares pursuant to this Agreement in accordance with the provisions 
of Article 2.                                                                   

    "Initial Closing Date" means the date on which the Initial Closing
occurs, as determined pursuant to Section 2.1.                                  

   "Initial Shares" means 490 shares of the voting common stock, par
value $.01 per share, of the Company representing 49% of the issued and         
outstanding shares of the capital stock of the Company.                         

      "Initial Shares Purchase Price" has the meaning set forth in Section
2.3.                                                                            

      "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 the Company or under which the Company is licensed or franchised and that    
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 Second Closing 
Date.                                                                           

   "Licenses" means all licenses, permits, construction permits, and
other authorizations issued as of the date hereof by the FCC, the Federal       
Aviation Administration, or any other federal, state, or local governmental     
authorities for the construction or operation of the Station, together with any 
additions thereto between the date of this Agreement and the Second Closing     
Date.                                                                           

 "Option Price" shall have the meaning set forth in Section 9.5.

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        "Option Shares" means 510 shares of the voting common stock, par value
$.01 per share, of the Company representing 51% of the issued and outstanding   
shares of the capital stock of the Company.                                     

  "Pro Forma FCC Consent" means the action by the FCC granting its
consent to the pro forma assignment of the Construction Permit from Seller to   
the Company.                                                                    

    "Put" means the requirement of Buyer to purchase the Option Shares
from Seller in the manner described in Section 9.2.                             

"Put Notice" means the written notice sent by Seller to Buyer 
requiring Buyer to purchase from Seller the Option Shares in the manner         
described in Section 9.2.                                                       

     "Real Property" means all interests in real property, including fee
estates, leaseholds and subleaseholds, purchase options, easements, licenses,   
rights to access, and rights of way, and all buildings and other improvements   
thereon, owned or held by the Company that 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 Second Closing Date.                             

     "Second Closing" means the consummation of the purchase and sale of
the Option Shares pursuant to this Agreement in accordance with the provision   
of Article 9.                                                                   

  "Second Closing Date" means the date on which the Second Closing
occurs, as determined pursuant to Section 9.3.                                  

 "Shareholders Agreement" means the Shareholders Agreement to be
entered into upon the Initial Closing among Buyer, Seller and the Company,      
substantially in the form of Exhibit C.                                         

     "Tangible Personal Property" means all machinery, equipment, tools,
vehicles, furniture, leasehold improvements, office equipment, plant,           
inventory, spare parts, and other tangible personal property owned or held by   
the Company that 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 Second Closing Date.                                          

      "Taxes" (and, with correlative meaning, "Taxes" and "Taxable") means
all federal, state, local or foreign income, gross receipts, windfall profits,  
severance, property, production, sales, use, license, excise, franchise,        
capital, transfer, employment, withholding and other taxes and assessments,     
together with any interest, additions or penalties with respect thereto and any 
interest in respect of such additions or penalties, and "Tax" means any one of  
such Taxes.                                                                     

   "Tax Returns" means all federal, state, local and foreign income,
franchise, sales, use, occupation, property, excise, alternative or add-on      
minimum, social security,                                                       

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employees' withholding, unemployment, disability, transfer, capital stock and   
other tax returns and tax reports, and "Tax Return" means any one of such Tax   
Returns.                                                                        

     "Time Brokerage Agreement" means the Time Brokerage Agreement to be
entered into by Buyer and the Company, substantially in the form of Exhibit A.  

"Transaction Documents" means the Construction Agreement, Time
Brokerage Agreement and Shareholders Agreement.                                 

  Section 1.2 Clarifications. Words used herein, regardless of the
gender and number specifically used, shall be deemed and construed to include   
any other gender and any other number as the context requires. Use of the word  
"including" herein shall be deemed and construed to mean "including but not     
limited to." Except as specifically otherwise provided in this Agreement in a   
particular instance, a reference to a Section, Exhibit or Schedule is a         
reference to a Section of this Agreement or a Schedule or an Exhibit hereto,    
and the terms "hereof," "herein" and other like terms refer to this Agreement   
as a whole, including the Schedules and Exhibits hereto, and not solely to any  
particular part hereof.                                                         

ARTICLE 2.        THE INITIAL CLOSING                                           

       Section 2.1 The Initial Closing. The Initial Closing shall take place
at 10:00 a.m., Washington, D.C. time, on a date to be set by Buyer on no less   
than five (5) days' written notice to Seller, which date shall not be sooner    
than the first business day after the date on which the Pro Forma FCC Consent   
has been granted by the FCC and shall not be later than the tenth business day  
after the date on which the Pro Forma FCC Consent has become a Final Order,     
subject to the satisfaction of all other conditions precedent to the holding of 
the Initial Closing. The Initial Closing shall take place at the offices of     
Dow, Lohnes & Albertson, 1200 New Hampshire Avenue, N.W., Suite 800,            
Washington, D.C. 20036, or such other place as the parties shall mutually       
agree. If Buyer fails to specify the date for Initial Closing prior to the      
fifth business day after the date upon which the Pro Forma FCC Consent has      
become a Final Order, the Initial Closing shall take place on the tenth         
business day after the date upon which the Pro Forma FCC Consent has become a   
Final Order.                                                                    

Section 2.2 Sale of Initial Shares. Subject to the terms and  
conditions set forth in this Agreement, Seller hereby agrees to sell, transfer  
and deliver to Buyer on the Initial Closing Date, and Buyer agrees to purchase, 
the Initial Shares, free and clear of any claims, liabilities, security         
interests, mortgages, liens, pledges, conditions, charges or encumbrances of    
any nature whatsoever.                                                          

       Section 2.3 Purchase Price. The purchase price for the Initial Shares
(the "Initial Shares Purchase Price") shall be Two Hundred Sixty-Five Thousand  
Dollars ($265,000). Fifteen Thousand Dollars ($15,000) of the Initial Shares    
Purchase Price shall be paid on the date of execution of this Agreement and the 
remaining portion of the Initial Shares Purchase Price shall be paid at the     
Initial Closing by Buyer to Seller, in accordance with written                  

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instructions provided by Seller to Buyer no less than two (2) business days     
prior to the Initial Closing Date, by wire transfer of immediately available    
federal funds.                                                                  

ARTICLE 3.        ACTIONS TO BE TAKEN PRIOR TO THE INITIAL CLOSING              

 Section 3.1 Organization of the Company. Seller shall cause the
Company to be formed in the State of Delaware and to be duly qualified to       
conduct business in the State of Arizona.                                       

    Section 3.2 Tower Site. Prior to the Initial Closing, Seller shall
cause the Company to enter into a Tower Lease, acceptable to Buyer, providing   
for the construction and operation of the Station's transmission facilities at  
the Tower Site specified in the Construction Permit.                            

      Section 3.3 Extension Application. Seller shall vigorously prosecute
the Extension Application before the FCC. Seller shall promptly file following  
the date hereof a request with the FCC for a special temporary authority (the   
"Special Temporary Authority") to operate the Station at a minimum power level  
of 10 kilowatts. Such request shall be in form reasonably acceptable to Buyer.  
Seller and the Company shall consult with Buyer with respect to its content and 
any actions to be taken with respect thereto. Seller shall vigorously prosecute 
the Special Temporary Authority before the FCC.                                 

 Section 3.4 Pro Forma FCC Consent. Seller and the Company shall
prepare and, within five (5) business days after the date of this Agreement,    
file with the FCC an appropriate application for the Pro Forma FCC Consent.     
Seller and the Company shall thereafter prosecute the application for the Pro   
Forma FCC Consent with all diligence and otherwise use its best efforts to      
obtain a grant of the application for the Pro Forma FCC Consent as              
expeditiously as possible.                                                      

      Section 3.5 Assignment of Construction Permit. Upon the grant of the
Pro Forma FCC Consent, Seller shall contribute the Construction Permit to the   
Company in exchange for all of the shares of Common Stock not then owned by     
Seller, pursuant to conveyancing documents in form and substance acceptable to  
Buyer.                                                                          

   Section 3.6 Conduct Pending the Initial Closing. Between the date
hereof and the Initial Closing Date, unless Buyer shall otherwise consent in    
writing, Seller and the Company covenant and agree:                             

      (a) to perform all acts necessary to carry out the
transactions contemplated by this Agreement and not to: (i) sell, transfer or   
encumber the Common Stock or the Construction Permit other than as contemplated 
herein; (ii) perform or suffer any acts within their control that are           
inconsistent with their representations, warranties, covenants and agreements   
set forth herein and (iii) amend the Certificate of Incorporation or Bylaws of  
the Company; and                                                                

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               (b) to notify Buyer promptly of (i) any adverse development
with respect to the Extension Application or the Pro Forma FCC Consent or (ii)  
the commencement or threat of any claim; suit; action; arbitration; legal,      
administrative or other proceeding; governmental investigation; or tax audit    
against Seller or the Company or affecting the Station; and                     

           (c) to cooperate fully with Buyer in taking any and all
actions necessary or desirable for the consummation of the transactions         
contemplated by this Agreement; and                                             

           (d) that the Company shall not create, incur, assume or
guarantee any indebtedness, obligation or liability.                            

ARTICLE 4.        REPRESENTATIONS AND WARRANTIES OF BUYER REGARDING             
THE INITIAL CLOSING                         

As an inducement to Seller and the Company to enter into this 
Agreement and consummate the transactions contemplated to occur upon the        
Initial Closing, Buyer represents and warrants to Seller and the Company as     
follows:                                                                        

    Section 4.1 Organization and Standing. Buyer is a corporation duly
incorporated, validly existing and in good standing under the laws of the State 
of Florida and shall be, on or before the Initial Closing Date, duly qualified  
to conduct business as a foreign corporation in the State of Arizona.           

     Section 4.2 Power and Authority. Buyer has full corporate power and
authority to enter into this Agreement and the other documents contemplated     
hereby, and to perform and comply with the terms, covenants and conditions to   
be performed or complied with by Buyer hereunder and thereunder. This Agreement 
constitutes, and any other instrument contemplated hereby when executed and     
delivered by Buyer at the Initial Closing, will constitute, the legal, valid    
and binding obligations of Buyer, enforceable in accordance with their terms,   
except as such enforceability may be affected by bankruptcy, insolvency or      
similar laws and by court-applied equitable principles.                         

     Section 4.3 Conflicts. The execution and delivery of this Agreement
and the instruments or documents to be delivered by Buyer pursuant to this      
Agreement at the Initial Closing, the consummation of the transactions          
contemplated by this Agreement at the Initial Closing, and compliance with the  
terms, conditions and provisions of this Agreement at the Initial Closing by    
Buyer, with or without the giving of notice or the passage of time, or both, do 
not and will not: (i) contravene any provision of Buyer's Articles of           
Incorporation or Bylaws; (ii) conflict with or result in a breach of or         
constitute a default under any of the terms, conditions or provisions of any    
indenture, mortgage, loan or credit agreement or any other agreement or         
instrument to which Buyer is a party or by which it or its assets may be bound  
or affected, or any decree, judgment or order of any court or governmental      
department,                                                                     

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commission, board, agency or instrumentality, domestic or foreign, or any       
applicable law, ordinance, rule or regulation, including but not limited to the 
Communications Act; or (iii) result in the creation or imposition of any lien,  
charge or encumbrance of any nature whatsoever upon any of Buyer's assets or    
give to others any interests or rights therein.                                 

       Section 4.4 Investment. Buyer will acquire the Initial Shares for its
own account for investment and not with a present view to distribute or resell  
the same.                                                                       

        Section 4.5 Disclosure. No representation or warranty by Buyer in this
Agreement, and no schedule, document, statement, certificate furnished or to be 
furnished by Buyer to Seller or the Company pursuant hereto, contains or will   
contain any untrue statement of a material fact, or omits or will omit to state 
a material fact necessary to make the statements or facts contained herein or   
therein not misleading                                                          

ARTICLE 5.       REPRESENTATIONS AND WARRANTIES OF SELLER AND THE               
COMPANY REGARDING THE INITIAL CLOSING         

       As an inducement to Buyer to enter into this Agreement and consummate
the transactions contemplated to occur upon the Initial Closing, Seller and the 
Company jointly and severally represent and warrant to Buyer as follows:        

     Section 5.1 Organization and Standing. The Company is a corporation
duly organized, validly existing, and in good standing under the laws of the    
State of Delaware and shall be, on or before the Initial Closing, duly          
qualified to conduct business in the State of Arizona. Seller is a corporation  
duly organized, validly existing, and in good standing under the laws of the    
State of _______ and is duly qualified to conduct business in the State of      
Arizona. Seller has delivered to Buyer true and complete copies of (a) the      
Articles of Incorporation and By-laws of Seller and (b) the Certificate of      
Incorporation and By-laws of the Company.                                       

     Section 5.2 Power and Authority. Each of Seller and the Company has
full power and authority to enter into this Agreement and the other documents   
contemplated hereby, and to perform and comply with the terms, covenants and    
conditions to be performed or complied with by Seller or the Company hereunder  
or thereunder. This Agreement constitutes, and any other instrument             
contemplated hereby, when executed and delivered by Seller or the Company at    
the Initial Closing, will constitute, the legal, valid and binding obligations  
of Seller and the Company, enforceable in accordance with their terms, except   
as such enforceability may be affected by bankruptcy, insolvency or similar     
laws and by court-applied equitable principles.                                 

     Section 5.3 Conflicts. The execution and delivery of this Agreement
and the instruments or documents to be delivered by Seller or the Company       
pursuant to this Agreement at the Initial Closing, the consummation of the      
transactions contemplated by this Agreement at the Initial Closing, and         
compliance with the terms, conditions and provisions of                         

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this Agreement at the Initial Closing by Seller and the Company, with or        
without the giving of notice or the passage of time, or both, do not and will   
not: (i) contravene any provision of the Certificate of Incorporation or        
By-laws of the Company or Seller, (ii) conflict with or result in a breach of   
or constitute a default under any of the terms, conditions or provisions of any 
indenture, mortgage, loan or credit agreement or any other agreement or         
instrument to which Seller or the Company is a party or by which Seller or the  
Company or any of their respective assets may be bound or affected, or any      
decree, judgment or order of any court or governmental department, commission,  
board, agency or instrumentality, domestic or foreign, or any applicable law,   
ordinance, rule or regulation, including but not limited to the Communications  
Act; or (iii) result in the creation or imposition of any lien, charge or       
encumbrance of any nature whatsoever upon any of the assets of Seller or the    
Company or the Common Stock or give to others any interests or rights therein.  

        Section 5.4 Exchange Act; Investment Company Act. No securities of the
Company are required to be registered under Section 12 of the Securities and    
Exchange Act of 1934, as amended. Neither Seller nor the Company is an          
"investment company" as such term is defined in the Investment Company Act of   
1940, as amended.                                                               

  Section 5.5 Capitalization. The Company's capital stock consists
solely of One Thousand (1,000) shares of duly authorized voting common stock,   
with a par value of $.01 per share, of which One Hundred (100) shares are       
issued and outstanding on the date hereof (the "Outstanding Stock"). The        
Outstanding Stock is and, as of the Initial Closing, the remaining shares of    
Common Stock will be, validly issued and outstanding, fully paid and            
nonassessable. The Outstanding Stock constitutes on the date hereof all of the  
issued and outstanding capital stock of the Company and on the Initial Closing  
Date, the Common Stock will constitute all of the issued and outstanding        
capital stock of the Company. There are no outstanding securities convertible   
into or exchangeable for, and no outstanding options, warrants or other rights  
to purchase or to subscribe for, any shares of capital stock or other           
securities of the Company, other than as set forth herein. There are no         
outstanding agreements, arrangements, commitments or understandings of any kind 
affecting or relating to the voting, issuance, purchase, redemption, repurchase 
or transfer of any of the capital stock of the Company, other than as set forth 
herein or in the Shareholders Agreement. Except as provided herein, there are   
no options, warrants, rights or any other agreement or instrument giving any    
person any right under any circumstances to acquire any shares of capital stock 
of the Company. Seller has good and valid marketable title to the Outstanding   
Stock and the sole right to vote, sell, transfer and deliver the Outstanding    
Stock and on the Closing Date, Seller will have good and marketable title to    
the Common Stock and the sole right to vote, sell, transfer and deliver the     
Common Stock. Except as contemplated by this Agreement, neither the Company nor 
Seller has agreed with any person to sell, transfer or deliver the Outstanding  
Stock or other capital stock of the Company. Upon the sale of the Initial       
Shares to Buyer hereunder, Buyer shall have good and valid marketable title     
thereto, free and clear of all liens, encumbrances, security interests and      
restrictions of any kind and such Initial Shares shall represent 49% of the     
issued and outstanding shares of the Company.                                   

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       Section 5.6  Assets and Liabilities of the Company. As of the Initial
Closing Date, the Company shall own and have good and marketable title to the   
assets and properties listed on Schedule 5.6, including, without limitation,    
the Construction Permit, and shall have no debts, obligations or liabilities of 
any kind whatsoever, whether accrued, contingent or otherwise, except those     
arising under this Agreement, the Transaction Documents, the Tower Lease and    
the Communications Act.                                                         

       Section 5.7  Broker Neither Seller, the Company nor any person acting
on their behalf has incurred any liability for any finder's or broker's fees or 
commissions in connection with the transactions contemplated by this Agreement, 
except for such fees and commissions owed equally by Seller and Buyer to        
Patrick Communications Corporation, which fees and commissions total $117,500.  

    Section 5.8  Construction Permit. The Construction Permit has been
validly issued and on the date hereof, Seller is the authorized legal holder    
thereof and on the Initial Closing Date, the Company will be the authorized     
legal holder thereof. The Construction Permit is in full force and effect and   
is not subject to any restriction or condition that would delay or adversely    
affect the construction of the Station. Seller and the Company are in           
compliance in all material respects with the Construction Permit and all laws,  
regulations, and rules, including the Communications Act. Each of Seller and    
the Company have filed all returns, reports and statements required to be filed 
in connection with the Construction Permit.                                     

     Section 5.9  Tower Site. On the Initial Closing Date, Company shall
have valid and enforceable lease for the site described on Schedule 5.9 hereto  
(the "Tower Site").                                                             

      Section 5.10 Consents. To the best of Seller's knowledge, except for
the Pro Forma FCC Consent and the grant of the Extension Application, no        
consent, approval, permit or authorization of, or filing with, any governmental 
authority or other party is required to consummate the transactions             
contemplated by this Agreement at or before the Initial Closing.                

 Section 5.11 Claims and Legal Actions. There is no claim, legal
action, suit, arbitration, counterclaim, governmental investigation or other    
proceeding, nor any order, decree or judgment, in progress or pending, or to    
the knowledge of Seller, threatened against Seller or the Company.              

     Section 5.12 Disclosure. No representation or warranty by Seller or
the Company in this Agreement, and no schedule, document, statement,            
certificate furnished or to be furnished by Seller or the Company to Buyer      
pursuant hereto, contains or will contain any untrue statement of a material    
fact, or omits or will omit to state a material fact necessary to make the      
statements or facts contained herein or therein not misleading.                 

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ARTICLE 6.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER AT           
THE INITIAL CLOSING                         

    The obligations of Buyer at the Initial Closing are subject to the
fulfillment prior to or at the Initial Closing of the following conditions (any 
one or more of which may be waived in whole or in part by Buyer at Buyer's      
option):                                                                        

     Section 6.1 Representations and Warranties. The representations and
warranties of Seller and the Company contained in this Agreement relating to    
the Initial Closing shall be true and correct in all material respects on and   
as of the Initial Closing Date, with the same force and effect as though made   
on and as of such date.                                                         

    Section 6.2 Covenants and Conditions. Seller and the Company shall
have performed in all material respects all of their respective obligations and 
agreements and complied with all of their respective covenants and conditions   
contained in this Agreement to be performed or complied with by Seller and the  
Company on or before the Initial Closing Date.                                  

      Section 6.3 Extension Application. The FCC shall have granted either
the Extension Application or the Special Temporary Authority without any        
material adverse conditions and such grant shall have become a Final Order.     

    Section 6.4 Approvals for Tower Site. Seller and the Company shall
have obtained all necessary governmental consents or approvals required for the 
construction and operation of the Station at the Tower Site, and any such       
construction shall have been conducted in accordance with the terms of such     
consents or approvals and with any applicable laws, rules and regulations of    
any governmental authority, including, without limitation, the FCC, any         
municipality or the Federal Aviation Administration.                            

     Section 6.5 Contribution. The Pro Forma FCC Consent shall have been
granted and shall have become a Final Order, and Seller shall have contributed  
the Construction Permit to the Company in accordance with Section 3.5, free and 
clear of any claims, liabilities, security interests, mortgages, liens,         
pledges, conditions, charges or encumbrances of any nature whatsoever.          

    Section 6.6 Tower Site. Company shall have a valid and enforceable
lease for the Tower Site.                                                       

        Section 6.7 Deliveries. Seller and the Company shall have delivered to
Buyer the following, in form and substance reasonably satisfactory to Buyer and 
Buyer's Counsel:                                                                

           (a) Initial Shares. Certificates representing the Initial
Shares, which shall be either duly endorsed or accompanied by stock powers duly 
executed in favor of Buyer.                                                     

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               (b) Certificate of Incorporation. A copy of the Certificate
of Incorporation of the Company, certified as of a date not earlier than ten    
(10) days prior to the Initial Closing Date by the Secretary of State of        
Delaware.                                                                       

                 (c) Bylaws. A copy of the Bylaws of the Company, certified as
of the Initial Closing Date by the Secretary or an Assistant Secretary of the   
Company.                                                                        

               (d) Resolutions. Copies of resolutions adopted by the Board
of Directors and shareholders of the Company, authorizing and approving the     
execution and delivery of this Agreement and the Transaction Documents and the  
consummation of the transactions contemplated hereby and thereby, certified by  
the Secretary or an Assistant Secretary of the Company, respectively, as being  
true and complete on the Initial Closing Date.                                  

           (e) Certificates. Certificates, dated as of the Initial
Closing Date, executed on behalf of Seller and the Company by Seller and an     
officer of the Company, respectively, each certifying: (1) that the             
representations and warranties of Seller and the Company contained in this      
Agreement are true and complete in all material respects as of the Initial      
Closing Date as though made on and as of that date; and (2) that Seller and the 
Company have performed in all material respects all of their respective         
obligations and agreements under this Agreement to be performed and complied    
with by Seller and the Company on or before the Initial Closing Date.           

         (f) Opinions of Counsel. Opinions of Seller's and the
Company's counsel and communications counsel dated as of the Initial Closing    
Date, substantially in the form of Schedule 6.7(f) hereto.                      

            (g) Consents. A manually executed copy of any instrument
evidencing receipt of any Consent.                                              

        (h) Transaction Documents. Copies of the Transaction
Documents duly executed by Seller and the Company.                              

               (i) Additional Instruments. Such additional instruments and
documents as may be required to consummate the transactions contemplated        
hereby.                                                                         

   Section 6.8 Construction Permit; Adverse Proceedings. The Company
shall be the legal and valid holder of the Construction Permit and the          
Construction Permit shall be in full force and effect without any modification  
thereto other than as set forth in the Extension Application. Except for        
proceedings relating to the television broadcast industry generally, there      
shall not be any order, decree or judgment in effect or any lawsuit, claim,     
legal action, proceeding or investigation pending or threatened before any      
court, administrative agency or arbitrator which is reasonably likely to        
adversely affect the construction, business, property, assets or condition      
(financial or otherwise) of the Station or the Company or which seeks to        

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enjoin or prohibit, or otherwise questions the validity of, any action taken or 
to be taken pursuant to or in connection with this Agreement.                   

Section 6.9 No Liabilities The Company shall have no debts,   
obligations or liabilities of any kind whatsoever, whether accrued, contingent  
or otherwise except for this Agreement, the Transaction Documents and the       
Communications Act.                                                             

ARTICLE 7.       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER              
AND THE COMPANY AT THE INITIAL CLOSING        

      The obligations of Seller and the Company at the Initial Closing are
subject to the fulfillment prior to or at the Initial Closing of the following  
conditions (any one or more of which may be waived in whole or in part by       
Seller and the Company at their option):                                        

     Section 7.1 Representations and Warranties. The representations and
warranties of Buyer contained in this Agreement relating to the Initial Closing 
shall be true and correct in all material respects on and as of the Initial     
Closing Date, with the same force and effect as though made on and as of such   
date.                                                                           

     Section 7.2 Covenants and Conditions. Buyer shall have performed in
all material respects all of its obligations and agreements and complied with   
all of its covenants and conditions contained in this Agreement to be performed 
or complied with by Buyer on or before the Initial Closing Date.                

      Section 7.3 Deliveries. Buyer shall have delivered to Seller and the
Company the following in form and substance reasonably satisfactory to Seller,  
the Company and their Counsel:                                                  

        (a)  Purchase Price. The Initial Shares Purchase Price
described in Section 2.3.                                                       

              (b)  Resolutions. Copies of resolutions adopted by the Board
of Directors of Buyer, authorizing and approving the execution of this          
Agreement and the consummation of the transactions contemplated hereby,         
certified by its Secretary as being true and correct on the Initial Closing     
Date.                                                                           

           (c) Officer's Certificate. A certificate, dated as of the
Initial Closing Date, executed on behalf of Buyer 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 Initial 
Closing Date as though made on and as of that date, and (2) that Buyer has      
performed in all material respects all of its obligations and agreements under  
this Agreement to be performed and complied with by Buyer on or before the      
Initial Closing Date.                                                           

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             (d) Opinion of Counsel. An opinion of Buyer's counsel dated
as of the Initial Closing Date, substantially in the form of Schedule 7.3(d)    
hereto.                                                                         

      (e) Transaction Documents. Copies of the Transaction
Documents duly executed by Buyer.                                               

             (f) Additional Instruments. Such additional instruments and
documents as may be required to consummate the transactions contemplated        
hereby.                                                                         

       Section 7.4 Adverse Proceedings. There shall not be any order, decree
or judgment in effect or any lawsuit, claim, legal action, proceeding or        
investigation pending or threatened before any court, administrative agency or  
arbitrator which seeks to enjoin or prohibit, or otherwise questions the        
validity of, any action taken or to be taken pursuant to or in connection with  
this Agreement.                                                                 

ARTICLE 8. CONSTRUCTION AND OPERATION OF THE STATION                            

        Section 8.1 General. Following the date hereof and prior to the Second
Closing Date without Buyer's prior written consent: (i) neither the Company nor 
Seller shall enter into any contracts or agreements creating any security       
interests, mortgages, liens or encumbrances on the assets of the Company or the 
Station; (ii) Seller shall not enter into any contract or agreement creating    
any liens or security interests in any shares of capital stock of the Company;  
(iii) the Company shall be operated in a prudent and businesslike manner and in 
accordance with the other covenants in this Article 8; (iv) the Company shall   
not amend its Certificate of Incorporation or By-Laws; and (v) neither Seller   
nor the Company shall take or permit, or agree to take or permit, any action    
within Seller's or the Company's control that is inconsistent with the proper   
performance of their obligations under this Agreement, including but not        
limited to, the issuance or sale of any capital stock of the Company or the     
granting to any person or entity, other than Buyer, an option or similar right  
to purchase any of the Company's capital stock.                                 

Section 8.2 FCC Consent.                                      

               (a) The conveyance of the Option Shares by Seller to Buyer as
contemplated by this Agreement is subject to the prior consent and approval of  
the FCC.                                                                        

         (b) Seller and Buyer shall prepare and, within five (5)
business days after the first to occur of Buyer's receipt of the Put Notice (as 
defined below) or Seller's receipt of the Call Notice (as defined below), shall 
file with the FCC an appropriate application for the FCC Consent. Seller and    
Buyer shall thereafter prosecute the application for the FCC Consent with all   
diligence and otherwise use their respective best efforts to obtain a grant of  
the application for the FCC Consent as expeditiously as possible. 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 (i) the condition 
was imposed on it as the result of a                                            

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circumstance the existence of which does not constitute a breach by that party  
of any of its representations, warranties, or covenants hereunder, and (ii)     
compliance with the condition would have a material adverse effect upon it.     
Buyer and Seller shall oppose any petitions to deny or other objections filed   
with respect to the application for the FCC Consent and any requests for        
reconsideration or judicial review of the FCC Consent.                          

                     (c) If the Second 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 Article 18, the parties shall  
jointly request one or more extensions of the effective period of the FCC       
Consent. No extension of the effective period of the FCC Consent shall limit    
the exercise by either party of its right to terminate the Agreement under      
Article 18.                                                                     

       Section 8.3  Employee Benefit Plans. Except as may be consented to in
writing by Buyer, the Company will not adopt any employee benefit plans or      
arrangements applicable to the employees of the Company, including, without     
limitation, pension or thrift plans, individual or supplemental pension or      
accrued compensation arrangements, incentive plans, or bonus and termination    
arrangements; provided, however, that nothing herein shall prevent the Company  
from adopting reasonable policies on vacation and sick leave for its employees  
or offering them participation in employer-paid group health plans or any other 
benefits required by law.                                                       

      Section 8.4  Labor Relations. Neither the Seller nor the Company (i)
will enter into any collective bargaining agreement with respect to the         
Station; (ii) will enter into any written or oral contracts of employment;      
(iii) will incur any fixed or contingent liabilities or obligations with        
respect to any person employed at the Station; and (iv) will fail to comply in  
all material respects with applicable laws, rules and regulations relating to   
the employment of labor including, without limitation, those related to wages,  
hours, collective bargaining, occupational safety, discrimination, and the      
payment of social security and other payroll related taxes.                     

        Section 8.5  Licenses. Neither the Seller nor the Company shall cause,
or fail to take any action necessary to prevent, (i) any License to expire, be  
surrendered or modified; (ii) any governmental authority to institute           
proceedings for the suspension, revocation, or adverse modification of any      
License; and (iii) any governmental authority to dismiss or deny any pending    
application concerning the construction or operation of the Station.            

    Section 8.6  Compliance with Laws. The Company shall construct and
operate the Station in all material respects in accordance with all applicable  
laws, rules and regulations and the terms of all Licenses.                      

    Section 8.7  Notification. Seller and the Company shall give Buyer
prompt written notice of any material change in any of the information          
contained in the representations and warranties of Seller and the Company set   
forth in this Agreement or in the Schedules hereto.                             

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     Section 8.8  Preservation of Business. Seller and the Company shall
preserve the business and organization of the Station intact and use their best 
efforts to keep available to the Station its employees and to preserve the      
Station's relationships with suppliers, advertisers and others having business  
relations with it, to the end that the business, operations, and prospects of   
the Station shall be unimpaired at the Second Closing.                          

      Section 8.9  Performance of Agreements. The Company and Seller shall
perform their respective obligations under this Agreement, Shareholders         
Agreement, Time Brokerage Agreement, Construction Agreement and Lease           
Agreement, in each case in accordance with the terms thereof.                   

        Section 8.10 Cable Carriage. Consistent with the rules and regulations
of the FCC, the Company shall notify the cable operators within the Tucson,     
Arizona Designated Market Area of the Station's election to be carried on a     
"must-carry" basis on such cable operators' cable television systems. The       
Company shall use its best efforts to provide such notices on the date that is  
sixty (60) days prior to commencing operations pursuant to program test         
authority as defined by FCC rules and regulations, but in no event shall such   
notices be provided later than thirty (30) days after the commencement of such  
operations.                                                                     

ARTICLE 9. THE OPTION AND THE SECOND CLOSING                                    

Section 9.1  Call Option.                                     

                      (a) In consideration of Buyer's undertakings herein and in
the Transaction Documents, the receipt and sufficiency of which are hereby      
acknowledged by Seller, Seller hereby grants to Buyer, subject to the           
provisions of Article 18 hereof, an exclusive and irrevocable option to         
purchase from Seller the Option Shares (the "Call Option"), free and clear of   
any claims, liabilities, security interests, mortgages, liens, pledges,         
conditions, charges or encumbrances of any nature whatsoever; provided,         
however, that the Call Option shall not be exercisable by Buyer in the event    
that an amount that is fifty-one one-hundredths (51/100) of the Fair Market     
Value of the Company, as determined by utilizing the procedures set forth in    
Section 9.5(b), is less than the purchase price for the Option Interest set     
forth in Section 9.5(a)(ii).                                                    

                  (b) Buyer may give written notice to Seller of Buyer's
intention to exercise the Call Option (the "Call Notice") at any time during    
the six (6) month period beginning on the date the Station commences operations 
pursuant to program test authority (the "Option Period") or if the FCC imposes  
a holding period on the Seller then during the six (6) month period following   
the first anniversary of the Station's commencement of broadcast operations. In 
the event that Buyer fails to give Seller the Call Notice prior to the end of   
the Option Period, the Call Option shall expire. If Buyer timely gives Seller   
the Call Notice but the Call Option is not exercisable due to the limitation    
set forth in the provision to Section                                           

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9.1(a) hereof, then Buyer's Call Option shall remain in full force and effect   
for the remainder of the Option Period.                                         

                (c) Within five (5) business days of Seller's receipt of the
Call Notice, Seller and Buyer shall file with the FCC the application for the   
FCC Consent and shall file such notices with, and obtain such approvals of, any 
other governmental authorities that are required for the acquisition by Buyer   
of the Option Shares and shall diligently and expeditiously prosecute such      
filings.                                                                        

Section 9.2  Put Option.                                      

       (a) In consideration of Sellers's and the Company's
undertakings herein and in the Transaction Documents, the receipt and           
sufficiency of which are hereby acknowledged by Buyer, Buyer hereby grants to   
Seller an exclusive and irrevocable option to require Buyer to purchase from    
Seller the Option Shares (the "Put Option"), free and clear of any claims,      
liabilities, security interests, mortgages, liens, pledges, conditions, charges 
or encumbrances of any nature whatsoever.                                       

           (b) Seller may give written notice to Buyer of Seller's
intention to exercise the Put Option (the "Put Notice") at any time during six  
(6) month period beginning on the date the Station commences operation pursuant 
to Program Test Authority (the "Option Period") or if the FCC imposes a holding 
period on the Seller then during the six (6) month period following the first   
anniversary of the Station's commencement of broadcast operations.              

                (c) Within five (5) business days of Seller's receipt of the
Call Notice, Seller and Buyer shall file with the FCC the application for the   
FCC Consent and shall file such notices with, and obtain such approvals of, any 
other governmental authorities that are required for the acquisition by Buyer   
of the Option Shares and shall diligently and expeditiously prosecute such      
filings.                                                                        

        Section 9.3 The Second Closing. The Second Closing shall take place at
10:00 a.m., Washington, D.C. time, on a date to be set by Buyer on no less than 
five (5) days' written notice to Seller, which date shall not be sooner than    
the first business day after the date on which the FCC Consent is granted and   
shall not be later than the tenth business day after the date on which the FCC  
Consent has become a Final Order, subject to the satisfaction of all other      
conditions precedent to the holding of the Second Closing. The Second Closing   
shall take place at the offices of Dow, Lohnes & Albertson, 1200 New Hampshire  
Avenue, N.W., Suite 800, Washington, D.C. 20036, or such other place as the     
parties shall mutually agree. If Buyer fails to specify the date for Second     
Closing prior to the fifth business day after the date upon which the FCC       
Consent has become a Final Order, the Second Closing shall take place on the    
tenth business day after the date upon which the FCC Consent has become a Final 
Order.                                                                          

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         Section 9.4  Sale of Option Shares. Subject to the terms and conditions
set forth in this Agreement, including exercise by Buyer of the Option, Seller  
hereby agrees to sell, transfer and deliver to Buyer on the Second Closing      
Date, and Buyer agrees to purchase, the Option Shares, free and clear of any    
claims, liabilities, security interests, mortgages, liens, pledges, conditions, 
charges or encumbrances of any nature whatsoever.                               

Section 9.5  Purchase Price for Option Shares.                

               (a) The purchase price for the Option Interest (the "Option
Price") shall be the lesser of (i) an amount equal to fifty-one one hundredths  
(51/100) of the Fair Market Value of the Company, as determined utilizing the   
procedures set forth in subsection (b) hereof and (ii) $3,735,000. The Option   
Price shall be paid at the Second Closing by Buyer or Buyer's designee to       
Seller by wire transfer of immediately available federal funds or other means   
mutually satisfactory to Buyer and Seller in accordance with written            
instructions provided by Seller to Buyer no less than two (2) business days     
prior to the Second Closing Date.                                               

               (b) Fair Market Value of the Company shall be determined by
an appraisal, in accordance with the following provisions:                      

             (1) The Fair Market Value of the Company shall be
equal to the appraised value of the assets of the Company as of the date of the 
Option Notice exclusive of any broker's fee, less the amount of any outstanding 
debt of the Company.                                                            

             (2) The appraisal will be conducted in conformity
with standard appraisal techniques in use at the time of the appraisal,         
applying the market and economic factors then relevant.                         

              (3) The appraisal will be conducted by a qualified
appraiser with experience in the television broadcasting industry to be agreed  
upon by Seller and Buyer; provided that, if the parties fail to agree on an     
appraiser, any party may apply to the American Arbitration Association for the  
appointment of an appraiser, who shall be a qualified appraiser with experience 
in the television broadcasting industry.                                        

                    (4) The value of the assets of the Company arrived at by
the appraiser shall, absent manifest error, be conclusive and binding on the    
relevant parties.                                                               

ARTICLE 10.   REPRESENTATIONS AND WARRANTIES OF BUYER REGARDING                 
THE SECOND CLOSING                                  

 All of the representations and warranties of Buyer set forth in
Article 4 hereof shall be true and correct in all material respects as of the   
Second Closing Date, with the same force and effect as though made on and as of 
the Second Closing Date, except as otherwise contemplated by the express terms  
of this Agreement. For the purpose of this Article 10,                          

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each reference in Article 4 hereof to the "Initial Closing," "Initial Shares"   
and the "Initial Closing Date" shall be deemed to be a reference to the Second  
Closing, Option Shares and the Second Closing Date, respectively.               

ARTICLE 11.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE                  
COMPANY AND SELLER REGARDING THE SECOND CLOSING     

     All of the representations and warranties of the Company and Seller
set forth in Article 5 hereof shall be true and correct in all material         
respects as of the Second Closing Date, with the same force and effect as       
though made on and as of the Second Closing Date, except as otherwise           
contemplated by the express terms of this Agreement. For the purpose of this    
Article 11, each reference in Article 5 hereof to the "Initial Closing" and the 
"Initial Closing Date" shall be deemed to be a reference to the Second Closing  
and the Second Closing Date, respectively, and each reference to the "Initial   
Shares" shall be deemed to be a reference to the Option Shares. Each of Seller  
and the Company further jointly and severally represent, warrant and covenant   
to Buyer as follows:                                                            

        Section 11.1 Contracts. Within ten (10) days after Seller receives the
Call Notice or Buyer receives the Put Notice, Seller shall deliver to Buyer a   
true and complete list and copies of the Contracts. The Contracts shall be      
valid and binding agreements of the Company enforceable in accordance with      
their terms. The Company shall have complied with the Contracts in all material 
respects, and the Company shall not be in default under any of the Contracts.   

    Section 11.2 Copyrights, Trademarks and Similar Rights. Within ten
(10) days after Seller receives the Call Notice or Buyer receives the Put       
Notice, Seller shall deliver to Buyer a true and complete list and copies of    
all Intangibles.                                                                

      Section 11.3 Governmental Authorizations. Within ten (10) days after
Seller receives the Call Notice or Buyer receives the Put Notice, Seller shall  
deliver to Buyer a true and complete list and copies of the Licenses. The       
Company shall be the authorized legal holder of the Licenses. The Licenses      
shall comprise all of the licenses, permits and other authorizations required   
from governmental and regulatory authorities for the lawful conduct of the      
business and operations of the Station in the manner and to the full extent     
they are conducted on the Second Closing Date and for the lawful broadcasting   
by the Company from the Tower Site as contemplated by the Construction Permit,  
as modified by the Modification Application, and none of the Licenses shall be  
subject to any restriction or condition which would limit the full operation of 
the Station. The Licenses shall be in full force and effect, and the operation  
of the Station shall be in accordance therewith. Seller has no knowledge of any 
events or conditions relating to Seller or Seller's ownership and control of    
the Company that could prevent the FCC from approving the transfer of control   
of the Company to Buyer.                                                        

       Section 11.4 Title to and Condition of Real Property. Within ten (10)
days after Seller receives the Call Notice or Buyer receives the Put Notice,    
Seller shall deliver to Buyer                                                   

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a true and complete description of all the Real Property and the Company's      
interests therein. The Real Property shall comprise all real property interests 
necessary to conduct the business and operations of the Station as then         
conducted and for the lawful broadcasting by the Company from the Tower Site as 
contemplated by the Construction Permit, as modified by the Modification        
Application. The Company shall have good and marketable fee simple title,       
insurable at standard rates, to all fee estates (including the improvements     
thereon) included in the Real Property, free and clear of all liens, mortgages, 
pledges, covenants, easements, restrictions, encroachments, leases, charges,    
and other claims and encumbrances of any nature whatsoever, and without         
reservation or exclusion of any mineral, timber, or other rights or interests,  
except for liens for real estate taxes not yet due and payable. All Real        
Property (including the improvements thereon) (i) shall be in good condition    
and repair consistent with its present use, (ii) shall be available for         
immediate use in the conduct of the business and operations of the Station, and 
(iii) shall comply with all applicable building or zoning codes and the         
regulations of any governmental authority having jurisdiction.                  

    Section 11.5 Title to and Condition of Tangible Personal Property.
Within ten (10) days after Seller receives the Call Notice or Buyer receives    
the Put Notice, Seller shall deliver to Buyer a true and complete list of all   
material items of Tangible Personal Property. The Tangible Personal Property    
shall comprise all material items of tangible personal property necessary to    
conduct the business and operations of the Station as then conducted and for    
the lawful broadcasting by the Company from the Tower Site as contemplated by   
the Construction Permit. The Company shall own and have good title to each item 
of Tangible Personal Property, and none of the Tangible Personal Property shall 
be subject to any security interest, mortgage, pledge, conditional sales        
agreement, or other lien or encumbrance, except for liens for current taxes not 
yet due and payable. All items of transmitting and studio equipment included in 
the Tangible Personal Property (i) shall have been maintained in a manner       
consistent with generally accepted standards of good engineering practice, and  
(ii) shall permit the Station to operate in accordance with the terms of the    
FCC Licenses and the rules and regulations of the FCC, and with all other       
applicable federal, state, and local statutes, ordinances, rules, and           
regulations.                                                                    

       Section 11.6 Compliance With Laws. The Company shall be in compliance
in all material respects with all laws, regulations and governmental orders     
applicable to the ownership or use of its assets and the conduct of the         
business and operations of the Station.                                         

     Section 11.7 Reports. All returns, reports and statements which the
Station is required to file with the FCC or with any other governmental agency  
shall have been filed and shall be complete and correct in all material         
respects.                                                                       

      Section 11.8 Public Inspection File. The Station's public inspection
file shall be located at the Station's main studio and shall contain, in all    
material respects, the original or copies of all applications, reports and      
other documents and records relating to the operation of the Station that are   
required to be in such file under the rules and regulations of the FCC.         

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Section 11.9 Taxes.                                           

               (a)  The Company shall have filed all Tax Returns and shall
have paid all Taxes shown on such Tax Returns on any assessment received by the 
Company, provided that the Company shall not be required to pay any Tax the     
validity of which is being contested by the Company in good faith and pursuant  
to appropriate proceedings;                                                     

                 (b)  such reports and Tax Returns shall have been prepared in
accordance with applicable provisions of the Internal Revenue Code of 1986, as  
amended, and the rules and regulations thereunder and with applicable           
provisions of state laws, rules and regulations concerning taxation; and        

         (c)  the Company shall not have waived any statute of
limitations with respect to the payment of any taxes.                           

     Section 11.10 Dividends and Redemptions. The Company shall not have
made at any time any declaration, set aside or payment of any dividend or other 
distribution in respect of any shares of capital stock of the Company, or any   
direct or indirect redemption, purchase or other acquisition of such stock.     

Section 11.11 Notices; Condemnation.                          

               (a)  Neither the Company nor Seller shall have received any
written notice or order by any governmental or other public authority, any      
insurance company that has issued a policy of insurance with respect to the     
Station's assets or business, or any board of fire underwriters or other body   
exercising similar functions that relates to material violations of building,   
safety, fire or other ordinances or regulations by the Station or requests the  
performance of any significant repairs, alterations or other work to the assets 
of the Station; and                                                             

                  (b)  there will not be any pending or threatened condemnation,
expropriation, eminent domain, zoning or similar proceeding materially          
affecting all or any portion of the assets of the Station.                      

     Section 11.12 Liabilities of the Company. The Company shall have no
liabilities or obligations of any sort whatsoever, except those arising under   
the Licenses, those arising under this Agreement, the Tower Lease, the          
Transaction Documents and those consented to in writing by Buyer.               

      Section 11.13 Disclosure. No representation or warranty by Seller or
the Company in this Agreement, and no schedule, document, statement,            
certificate furnished or to be furnished to Buyer pursuant hereto, contains or  
will contain any untrue statement of a material fact, or omits or will omit to  
state a material fact necessary to make the statements or facts contained       
herein or therein not misleading.                                               

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ARTICLE 12.         CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER AT         
THE SECOND CLOSING                      

     The obligations of Buyer under this Agreement at the Second Closing
are subject to the fulfillment prior to or at the Second Closing of the         
following conditions (any one or more of which may be waived in whole or in     
part by Buyer at Buyer's option):                                               

      Section 12.1 Representations and Warranties. The representations and
warranties of Seller and the Company contained in this Agreement relating to    
the Second Closing shall be true and correct in all material respects on and as 
of the Second Closing Date, with the same force and effect as though such       
representations and warranties had been made on as of such date.                

     Section 12.2 Covenants and Conditions. Seller and the Company shall
have performed in all material respects all of their respective obligations and 
agreements and complied with all of their respective covenants and conditions   
contained in this Agreement to be performed or complied with by Seller and the  
Company on or before the Second Closing Date.                                   

       Section 12.3 FCC Consent. The FCC Consent shall have been granted and
shall have become a Final Order.                                                

   Section 12.4 Consents. All material consents and approvals of all
other governmental authorities, bodies or agencies necessary for the            
consummation of the transactions contemplated by this Agreement to occur at the 
Second Closing, shall have been obtained, all without any conditions which      
would be unduly burdensome on, or have a material adverse effect upon Buyer or  
the Company.                                                                    

      Section 12.5 Deliveries. Seller and the Company shall have delivered
to Buyer the following, in form and substance reasonably satisfactory to Buyer  
and Buyer's Counsel:                                                            

           (a) Option Shares. Certificates representing the Option
Shares, which shall be either duly endorsed or accompanied by stock powers duly 
executed in favor of Buyer.                                                     

               (b) Certificate of Incorporation. A copy of the Certificate
of Incorporation of the Company, certified as of a date not earlier than ten    
(10) days prior to the Second Closing Date by the Secretary of State of         
Delaware.                                                                       

                 (c) Bylaws. A copy of the Bylaws of the Company, certified as
of the Second Closing Date, by the Secretary or Assistant Secretary of the      
Company.                                                                        

               (d) Resolutions. Copies of resolutions adopted by the Board
of Directors of both Seller and the Company, authorizing and approving the      
execution and delivery of this Agreement and the Transaction Documents and the  
consummation of the transactions                                                

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contemplated hereby and thereby, certified by the Secretary or Assistant        
Secretary of Seller and the Company, respectively, as being true and complete   
on the Second Closing Date.                                                     

            (e) Consents. A manually executed copy of any instrument
evidencing receipt of any Consent.                                              

           (f) Estoppel Certificates. Estoppel Certificates of the
lessors of all leasehold and subleasehold interests included in the Real        
Property Interests.                                                             

          (g) Certificates. Certificates, dated as of the Second
Closing Date, executed on behalf of Seller and the Company by Seller and an     
officer of the Company, respectively, each certifying: (1) that the             
representations and warranties of Seller and the Company contained in this      
Agreement are true and complete in all material respects as of the Second       
Closing Date as though made on and as of that date; and (2) that Seller and the 
Company have performed in all material respects all of their respective         
obligations and agreements in this Agreement to be performed and complied with  
by Seller and the Company on or before the Second Closing Date.                 

         (h) Opinions of Counsel. Opinions of Seller's and the
Company's counsel and communications counsel dated as of the Second Closing     
Date, substantially in the form of Schedule 12.5(h) hereto.                     

               (i) Additional Instruments. Such additional instruments and
documents as may be required to consummate the transactions contemplated        
hereby.                                                                         

      Section 12.6 Adverse Proceedings. Except for proceedings relating to
the television broadcast industry generally, there shall not be any order,      
decree or judgment in effect or any lawsuit, claim, legal action, proceeding or 
investigation pending or threatened before any court, administrative agency or  
arbitrator which is reasonably likely to adversely affect the construction,     
business, property, assets or condition (financial or otherwise) of the Station 
or which seeks to enjoin or prohibit, or otherwise questions the validity of,   
any action taken or to be taken pursuant to or in connection with this          
Agreement.                                                                      

     Section 12.7 Time Brokerage Agreement. The Time Brokerage Agreement
shall be in full force and effect, and the Company shall have complied in all   
material respects with its obligations thereunder.                              

     Section 12.8 Adverse Change. Between the date of this Agreement and
the Second Closing Date, there shall have been no material adverse change in    
the business, assets, properties, financial condition, or business prospects of 
the Station, including any unrestored damage, destruction, or loss affecting    
any assets that are material to the conduct of the business of the Station.     

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ARTICLE 13.         CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER           
AND THE COMPANY AT THE SECOND CLOSING   

       The obligations of Seller and the Company at the Second Closing under
this Agreement are subject to the fulfillment prior to or at the Second Closing 
of the following conditions (any one or more of which may be waived in whole or 
in part by Seller or the Company at their option):                              

      Section 13.1 Representations and Warranties. The representations and
warranties of Buyer contained in this Agreement relating to the Second Closing  
shall be true and correct in all material respects on and as of the Second      
Closing Date, with the same force and effect as though such representations and 
warranties had been made on and as of such date.                                

      Section 13.2 Covenants and Conditions. Buyer shall have performed in
all material respects all of its obligations and agreements and complied with   
all of its covenants and conditions contained in the Agreement to be performed  
or completed with or before the Second Closing Date.                            

       Section 13.3 FCC Consent. The FCC shall have granted the FCC Consent.

   Section 13.4 Consents. All material consents and approvals of all
other governmental authorities, bodies or agencies necessary for the            
consummation of the transactions contemplated by this Agreement to occur at the 
Second Closing, shall have been obtained, all without any conditions which      
would be unduly burdensome on, or have a material adverse effect upon Seller.   

       Section 13.5 Deliveries. Buyer shall have delivered the following, in
form and substance reasonably satisfactory to Seller, the Company and their     
Counsel:                                                                        

                (a) Option Price. The Option Price described in Section 9.5;
and                                                                             

               (b) Resolutions. Copies of resolutions adopted by the Board
of Directors of Buyer, authorizing and approving the execution of this          
Agreement and the consummation of the transactions contemplated hereby,         
certified by its Secretary as being true and correct on the Second Closing      
Date.                                                                           

             (c) Officer's Certificate. A certificate, dated as of the
Second Closing Date, executed on behalf of Buyer 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 Second  
Closing Date as though made on and as of that date, and (2) that Buyer has      
performed in all material respects all of its obligations and agreements in     
this Agreement to be performed and complied with by Buyer on or prior to the    
Second Closing Date.                                                            

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               (d) Opinion of Counsel. An opinion of Buyer's counsel dated
as of the Second Closing Date, substantially in the form of Schedule 13.5(d)    
hereto.                                                                         

     Section 13.6 Time Brokerage Agreement. The Time Brokerage Agreement
shall be in full force and effect, and Buyer shall have complied in all         
material respects with its obligations thereunder.                              

        Section 13.7 Adverse Proceedings. There shall not be any order, decree
or judgment in effect or any lawsuit, claim, legal action, proceeding or        
investigation pending or threatened before any court, administrative agency or  
arbitrator which seeks to enjoin or prohibit, or otherwise questions the        
validity of, any action taken or to be taken pursuant to or in connection with  
this Agreement.                                                                 

ARTICLE 14.         JOINT COVENANTS                                             

      Section 14.1 Confidentiality. Buyer, on the one hand, and Seller and
the Company, on the other hand, shall each keep confidential all confidential   
information obtained by it with respect to the other in connection with this    
Agreement (except for such disclosure to attorneys, bankers, underwriters, and  
investors, as may be appropriate in the furtherance of the transactions         
contemplated by this Agreement or as may be required by law, including by the   
securities laws or the rules and regulations of any security exchange), and if  
the transactions contemplated hereby are not consummated for any reason, each   
shall, to the extent reasonably possible, return to the other, without          
retaining a copy thereof, any confidential schedules, documents or other        
written information obtained from the other in connection with this Agreement   
and the transactions contemplated hereby.                                       

Section 14.2 Cooperation. Buyer, Seller and the Company shall 
cooperate fully with each other and their respective counsels and accountants   
in connection with any actions required to be taken as part of their            
obligations under this Agreement, and the parties will use their commercially   
reasonable efforts to consummate the transactions contemplated hereby and to    
fulfill their obligations hereunder. No party shall take any action that is     
inconsistent with its obligations under this Agreement, that would render any   
of its representations or warranties herein untrue or incomplete or that could  
hinder or delay the consummation of the transactions contemplated by this       
Agreement. Notwithstanding the foregoing, and except as otherwise expressed in  
this Agreement, Buyer shall have no obligation (a) to expend funds to obtain    
any of the Consents or (b) to agree to any adverse change in any License or     
Contract in order to obtain a Consent required with respect thereto.            

 Section 14.3 Governmental Consents. If any governmental consent
required for the consummation of the transactions contemplated hereby or the    
satisfaction of any condition contained herein includes any condition, the      
party upon which such condition is imposed shall use its best efforts to comply 
therewith before the respective Closing to which such consent relates;          
provided, however, that no party hereto shall be required to comply with any    

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condition that would be unduly burdensome or would have a material adverse      
effect upon such party.                                                         

Section 14.4 Station Operation and Contracts. Buyer and Seller
specifically acknowledge that, as of the Initial Closing Date, the Station will 
not have commenced broadcast operations. Buyer, Seller and the Company shall    
cooperate and use their respective best efforts to complete construction of the 
Station and commence broadcast operations at the Station as expeditiously as    
possible. Seller and the Company shall file such applications with the FCC and  
other governmental authorities as are necessary to enable the Station to        
operate in compliance with FCC and other applicable rules and regulations.      

ARTICLE 15. TRANSFER TAXES; FEES AND EXPENSES                                   

       Section 15.1 Transfer Taxes. Buyer and Seller shall each pay one-half
of all transfer and documentary taxes or fees incurred in connection with the   
transfer of the Initial Shares and Option Shares; provided, however, that       
Seller shall be responsible for the payment of any federal, state or local      
income tax applicable to Seller or the Company in connection with the           
transaction contemplated by this Agreement.                                     

       Section 15.2 Filing Fees. Buyer and Seller shall each pay one-half of
all FCC filing fees and any other filing fee imposed by any other governmental  
authority in connection with the transactions contemplated hereby.              

        Section 15.3 Expenses. The Company shall be solely responsible for all
costs and expenses incurred in connection with the negotiation, preparation and 
performance of and compliance with this Agreement. In connection with the FCC   
application for the transfer of the Option Shares to Buyer at the Second        
Closing, Seller shall be responsible for the payment of any costs or expenses   
that are incurred as a result of the filing of an objection to such FCC         
application based upon the qualifications of Seller or the Company, or the acts 
or omissions of Seller or the Company with respect to the acquisition or        
construction of the Station, and Buyer shall be responsible for the payment of  
any costs or expenses that are incurred as a result of the filing of an         
objection to such FCC application based upon the qualifications of Buyer or the 
acts or omissions of Buyer with respect to the acquisition or construction of   
the Station. Buyer and Seller shall have each paid Patrick Communications       
Corporation on or before the Second Closing Date one-half of the broker's fees  
and commissions due in connection with the transactions contemplated by this    
Agreement.                                                                      

ARTICLE 16. ESCROW DEPOSIT                                                      

    Section 16.1 Escrow Deposit. Simultaneously with the execution and
delivery of this Agreement, Buyer has deposited the Escrow Deposit with the     
Escrow Agent in accordance with an Escrow Agreement. All funds and documents    
deposited with or otherwise held by the Escrow Agent shall be held and          
disbursed in accordance with the terms of the Escrow Agreement and the          
following provisions:                                                           

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            (a) At the Second Closing, Buyer, Seller and the Company
shall jointly instruct the Escrow Agent to disburse all funds 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, to or at the    
direction of Buyer.                                                             

              (b) If this Agreement is terminated pursuant to Article 18
and Buyer is not in material breach of this Agreement, Buyer, Seller and the    
Company shall jointly instruct the Escrow Agent to disburse all funds 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, to or at  
the direction of Buyer.                                                         

                (c) If this Agreement is terminated by Buyer due to Seller's
material breach of this Agreement, then Buyer, Seller and the Company shall     
jointly instruct the Escrow Agent to disburse the Escrow Deposit to or at the   
direction of Buyer, and to disburse all other funds 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, to or at the direction of     
Buyer.                                                                          

                (d) If this Agreement is terminated by Seller due to Buyer's
material breach of this Agreement, then the payment to Seller of the Escrow     
Deposit pursuant to this Section shall be liquidated damages and 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 the Escrow Deposit is a fair and equitable amount to compensate   
Seller for Buyer's material breach of this Agreement.                           

ARTICLE 17. RISK OF LOSS                                                        

        Section 17.1 Risk of Loss. The risk of any loss, damage or impairment,
confiscation or condemnation of any of the assets of Seller or the Company from 
any cause whatsoever shall be borne by Seller. In the event of any such loss,   
damage or impairment, confiscation or condemnation, the proceeds of, or any     
claim for any loss payable under, any insurance policy, judgment or award with  
respect thereto shall be applied to repair, replace or restore such assets to   
their prior condition as soon as possible after such loss, impairment,          
condemnation or confiscation.                                                   

        Section 17.2 Postponement of the Second Closing Date. If any damage or
destruction of the Company's assets occurs and such assets cannot be restored   
or replaced on or before the Second Closing Date, the Second Closing Date shall 
be postponed, the exact date and time of such postponed closing date to be such 
date and time within the effective period of the FCC Consent as shall be as     
agreed to by Seller, Buyer and the Company. If such assets cannot be restored   
or replaced within the effective period of the FCC Consent, the parties shall   
join in requesting an extension of the effective period of such consent for a   

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period not to exceed an additional one hundred eighty (180) days from the date  
of FCC Consent.                                                                 

 Section 17.3 Option to Terminate. In the event of any damage or
destruction of the assets, if such assets have not been restored or replaced    
within the effective period of the FCC Consent as extended, Buyer may, at its   
option, proceed to close this Agreement and complete the restoration and        
replacement of such damaged assets after the Second Closing Date, in which      
event Seller shall deliver to Buyer all insurance proceeds payable to it or the 
Company and received in connection with such damage or destruction of the       
assets without limitation as to the costs and expenses arising in connection    
with such restoration and replacement.                                          

ARTICLE 18. TERMINATION RIGHTS                                                  

Section 18.1 Termination by the Parties. This Agreement may be
terminated by either Buyer, on the one hand, or Seller and the Company, on the  
other hand, if not then in material default, upon written notice to the other   
upon the occurrence of any of the following:                                    

               (a) If the purchase of the Initial Shares and Option Shares
by Buyer pursuant to this Agreement shall not have occurred on or prior to      
December 31, 1998;                                                              

               (b) If the other party defaults in the observance or in the
due and timely performance of any of its material covenants or agreements       
contained herein and such default has not been cured within fifteen (15) days   
after notice by that party not in default;                                      

            (c) If on the date of either of the Closings, any of the
conditions precedent to the obligations of a party set forth in this Agreement  
as to that Closing have not been satisfied or waived by the other party and     
such condition shall remain unsatisfied ten (10) days after notice thereof by   
the other party;                                                                

                (d) If there shall be in effect on the date of either of the
Closings any final judgment, decree or order that would prevent or make         
unlawful the actions to be taken at such Closing; or                            

               (e) Following the expiration of the Option Period, if Buyer
has not delivered to Seller an Option Notice indicating its intention to        
exercise the Option.                                                            

                 (f) If the Agreement is terminated pursuant to Subsection (e)
hereof, Buyer agrees to sell, transfer and deliver to Seller without any        
payment by Seller the Initial Shares, free and clear of any claims,             
liabilities, security interests, mortgages, liens, pledges, conditions, charges 
or encumbrances of any nature whatsoever, on the tenth (10th) business day      
following such termination (the "Repurchase Closing Date").                     

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        Section 18.2 Termination by Buyer. This Agreement may be terminated by
Buyer, if not then in material default, upon written notice to Seller and the   
Company, if the FCC denies the Extension Application or the application for the 
Pro Forma FCC Consent.                                                          

ARTICLE 19. REMEDIES                                                            

      Section 19.1 Specific Performance. Seller and the Company agree that
the Initial Shares and the Option Shares are unique and valuable properties     
such that Buyer shall be entitled to sue for specific performance of the terms  
of this Agreement in the event of a breach by Seller or the Company with        
respect to either the Initial Closing or the Second Closing, in which case      
Seller and the Company shall waive the defense that there is an adequate remedy 
at law.                                                                         

    Section 19.2 Arbitration. Except as set forth in Section 19.1, any
dispute arising out of or related to this Agreement that the parties hereto are 
unable to resolve by themselves shall be settled by arbitration in Washington,  
D.C. by a panel of three arbitrators. Buyer, on the one hand, and Seller and    
Company, on the other hand, shall each designate one disinterested arbitrator   
and the two arbitrators designed shall select the third arbitrator. The persons 
selected as arbitrators need not be professional arbitrators, and persons such  
as lawyers, accountants and bankers shall be acceptable. Before undertaking to  
resolve a 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 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 the parties hereto. The party substantially       
prevailing in such arbitration shall be entitled to reimbursement from the      
other party of its reasonable legal fees and expenses in an amount not to       
exceed in the aggregate under all agreements between the parties relating to    
the Station in excess of the amount set forth in Section 21.7 of this           
Agreement. 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   
in equity based upon any claim arising out of or related to this Agreement      
shall be instituted in any court by any party hereto against any other party    
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) as provided in Section 19.1.                        

ARTICLE 20. INDEMNIFICATION                                                     

     Section 20.1 Seller's and the Company's Indemnification. Seller and
the Company shall jointly and severally indemnify, defend and hold Buyer        
harmless from and against any and all loss, cost, liability, damage and expense 
(including legal and other expenses incident thereto) of every kind, nature or  
description, arising out of: (a) the breach of any representation or warranty   
of Seller or the Company set forth in this Agreement or in any schedule or      
certificate delivered to Buyer pursuant hereto; (b) the breach of any of their  
covenants or other agreements contained in or arising out of this Agreement or  
the                                                                             

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transactions contemplated hereby; or (c) the ownership of the Initial Shares    
prior to the Initial Closing, and the conduct of the business and operations of 
the Station and the ownership of the Option Shares prior to the Second Closing, 
including, but not limited to, any liability, judgment or damages against the   
Company or Seller, their officers, directors, employees or agents, as a result  
of litigation involving the Company, Seller or the operation of the Station     
prior to each of the Closings. Buyer shall have the right to enforce its        
indemnification rights hereunder against either Seller or the Company at its    
option. Following the Initial Closing, Seller shall not have any right of       
contribution against the Company for any indemnification payment made by Seller 
hereunder and Seller hereby waives any such right that it may have.             

     Section 20.2 Buyer's Indemnification. Buyer shall indemnify, defend
and hold Seller and the Company and their respective officers, directors,       
employees, or agents, harmless from and against any and all loss, cost,         
liability, damage and expense (including legal and other expenses incident      
thereto) of every kind, nature or description, arising out of: (i) the breach   
of any representation or warranty of Buyer set forth in this Agreement          
(including the Schedules hereto); (ii) the ownership or operation of the        
Station after the Second Closing, or (iii) the breach of any of its other       
agreements contained in or arising out of this Agreement or the transactions    
contemplated hereby.                                                            

      Section 20.3 Notice of Claim. Buyer, on the one hand, and Seller and
the Company, on the other hand, upon discovery of the breach of any of the      
representations, warranties and covenants of the other under this Agreement,    
shall give to the other prompt written notice of the discovery of such breach.  
If any action, suit or proceeding shall be commenced against, or any claim or   
demand be asserted against Buyer, Seller or the Company, as the case may be, in 
respect of which such party proposes to seek indemnification from the other     
under this Article 20, then such party (hereinafter the "Claimant") shall       
notify the party from whom indemnification is sought (hereinafter the           
"Indemnifying Party") to that effect in writing with reasonable promptness and  
in any event, if such claim arises out of a claim by a person or entity other   
than the Claimant, then within fifteen (15) days after written notice of such   
claim was given to the Claimant.                                                

   Section 20.4 Assumption and Defense of Third-Party Action. If any
claim hereunder arises of out a claim against the Claimant by a third party,    
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 fully 
cooperate with the Indemnifying Party subject to reimbursement for actual       
out-of-pocket expenses incurred 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 a claim requires immediate action, 
the parties will make every effort to reach a decision with respect thereto as  
expeditiously as possible. 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. In no event shall the Indemnifying Party have the right to agree to a    
settlement which                                                                

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is binding upon Claimant without Claimant's prior consent which shall not be    
unreasonably withheld.                                                          

Section 20.5 Limitation Period. No party shall be entitled to 
indemnification hereunder with respect to the breach of any representation,     
warranty or covenant contained herein unless such claim for indemnification is  
asserted in writing to the party from whom indemnification is sought within six 
(6) months after the Second Closing, except that any claim for indemnification  
related to a claim by a third party, including claims by the Internal Revenue   
Service against the Company or Seller, shall be made within the statute of      
limitations period applicable to such third-party claim.                        

ARTICLE 21. OTHER PROVISIONS                                                    

     Section 21.1 Survival of Representations, Warranties and Covenants.
The representations, warranties, covenants, indemnities and agreements          
contained herein are and will be deemed and construed to be continuing          
representations, warranties, covenants, indemnities and agreements and will     
survive the respective Closings as to which breach or claim is asserted until   
the termination of the limitation period set forth in Section 20.5 hereof. Any  
investigations by or on behalf of any party hereto prior to or after the        
Closings shall not constitute a waiver as to enforcement of any representation, 
warranty, covenant or agreement contained herein.                               

  Section 21.2 Press Releases. Buyer, Seller and the Company shall
jointly prepare, and determine the timing of, any press release or other        
announcement relating to the transactions contemplated by the Agreement. No     
party will issue any press release or make any other public announcement        
relating to the transactions contemplated by the Agreement without the prior    
consent of the other parties, except that any party may make any disclosure     
required to be made by it under applicable law (including the federal           
securities laws) or by this Agreement if it determines in good faith that it is 
appropriate to do so and provided further that it gives prior notice of any     
such disclosure to the other party hereto.                                      

     Section 21.3 Further Assurances. At and after each of the Closings,
Buyer, Seller and the Company will, without further consideration, execute and  
deliver such further instruments and documents and do such other acts and       
things as the other parties may reasonably request in order to effect or        
confirm the transactions contemplated by this Agreement.                        

      Section 21.4 Benefit and Assignment. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective  
successors and assigns. No party hereto may assign, transfer, encumber or       
otherwise convey its interest under this Agreement without the prior written    
consent of the other parties hereto; provided, however, that Buyer may assign   
its rights and interests under this Agreement to its lenders as collateral      
security for Buyer's obligations to such lenders.                               

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 Section 21.5 Entire Agreement. This Agreement and the schedules
attached hereto embody the entire agreement and understanding of the parties    
and supersedes any and all prior agreements, arrangements and understandings    
relating to matters provided for herein. No amendment, waiver of compliance     
with any provision or condition hereof, or consent pursuant to this Agreement   
will be effective unless evidenced by an instrument in writing signed by the    
party against whom enforcement of any waiver, amendment, extension or discharge 
is sought.                                                                      

       Section 21.6 Headings. The headings are for convenience only and will
not control or affect the meaning or construction of the provisions of this     
Agreement.                                                                      

      Section 21.7 Governing Law. The construction and performance of this
Agreement will be governed by the laws of the State of Delaware (except for the 
choice of law provisions thereof). All proceedings brought against any party    
hereto arising out of or relating to this Agreement or the transactions         
contemplated hereby shall be brought in a forum located in the District of      
Columbia. The party substantially prevailing in any proceeding shall be         
entitled to reimbursement from the other party of its reasonable legal fees and 
expenses in an amount not to exceed $50,000 in the aggregate under all          
agreements among the parties relating to the Station.                           

      Section 21.8 Notices. All notices, demands, and requests required or
permitted to be given under the provisions of this Agreement shall be (a) in    
writing, (b) 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:                                                                     

To Buyer:                           Paxson Communications of Tucson-46, Inc.    
                601 Clearwater Park Road
                  West Palm Beach, FL  33401
                    Attention:  Lowell W. Paxson

With a copy (which shall            John R. Feore, Jr., Esq.                    
not constitute notice) to:          Dow, Lohnes & Albertson, PLLC               
                                A Professional Limited Liability Company
                       1200 New Hampshire Avenue, N.W.
 Suite 800
               Washington, D.C.  20036

To Company and Seller:              Sungilt Corporation, Inc.                   
              2309 N. Hampton Street
               Tucson, Arizona   85719
                 Attention: Arlene Stevens

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With a copy (which shall            Booker Wade, Esquire                        
not constitute notice) to:          One Market Plaza                            
                       Stewart Street Tower, 9th Floor
                        San Francisco, California  94107

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   
21.8.                                                                           

Section 21.9  Counterparts. This Agreement may be signed in   
counterparts with the same effect as if the signature on each counterpart were  
upon the same instrument.                                                       

   Section 21.10 PCC Guaranty. In consideration of the execution and
delivery of this Agreement by Seller and the Company and their agreement to     
perform the transactions contemplated hereby, Paxson Communications             
Corporation, a Florida corporation ("PCC"), hereby guarantees Buyer's full,     
complete and timely performance of and compliance with all of its covenants,    
agreements and obligations set forth herein and in the Construction and Lease   
Agreement and Time Brokerage Agreement. PCC agrees that no formal change,       
amendment, modification or waiver of any term or condition hereof or thereof,   
no extension in whole or in part of the time for the performance by Buyer of    
any of its obligations hereunder or thereunder, and no settlement, compromise,  
release, surrender, modification or impairment of, or exercise or failure to    
exercise any claim, right or remedy of any kind or nature in connection         
herewith or therewith, shall affect, impair or discharge, in whole or in part,  
the liability of PCC for the full and prompt and unconditional performance of   
the obligations of Buyer under this Agreement or the Construction and Lease     
Agreement or Time Brokerage Agreement.                                          

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      IN WITNESS WHEREOF, the parties hereto have duly executed this Stock
Purchase Agreement as of the date first above written.                          

                    CHANNEL 46 OF TUCSON, INC.

                   By: /s/ Arlene D. Stevens
                              ------------------------------
                        Name:  Arlene D. Stevens
                Title: President

                   SUNGILT CORPORATION, INC.

                   By: /s/ Arlene D. Stevens
                              ------------------------------
                        Name:  Arlene D. Stevens
                Title: President

                  PAXSON COMMUNICATIONS OF
         TUCSON-46, INC.

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

                             FOR PURPOSES OF SECTION 21.10 ONLY:

               PAXSON COMMUNICATIONS
     CORPORATION

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

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EXHIBIT A 

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                                             EXHIBIT A

================================================================================

TIME BROKERAGE AGREEMENT

BY AND BETWEEN

CHANNEL 46 OF TUCSON, INC.

 AND

PAXSON COMMUNICATIONS OF TUCSON-46, INC.

 FOR

 TELEVISION STATION KXGR
 GREEN VALLEY, ARIZONA

 * * *

 _______, 1997

================================================================================

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                                               Page 
                                                                                                               -----
                                                                                                                    
SECTION 1.  LEASE OF STATION AIR TIME.............................................................................1 
         1.1      Representations.................................................................................1 
         1.2      Effective Date; Term............................................................................1 
         1.3      Scope...........................................................................................2 
         1.4      Option to Renew.................................................................................2 
         1.5      Consideration...................................................................................2 
         1.6      Licensee Operation of Station...................................................................2 
         1.7      Licensee Representations and Warranties.........................................................3 
         1.8      Programmer Responsibility.......................................................................4 
         1.9      Contracts.......................................................................................4 

SECTION 2.  STATION OBLIGATIONS TO ITS COMMUNITY OF LICENSE.......................................................4 
         2.1      Licensee Authority..............................................................................4 
         2.2      Additional Licensee Obligations.................................................................4 
         2.3      Responsibility for Employees and Expenses.......................................................5 

SECTION 3.  STATION PROGRAMMING POLICIES..........................................................................5 
         3.1      Broadcast Station Programming Policy Statement..................................................5 
         3.2      Licensee Control of Programming.................................................................5 
         3.3      Programmer Compliance with Copyright Act........................................................6 
         3.4      Sales...........................................................................................6 
         3.5      Children's Television Advertising...............................................................6 
         3.6      Payola..........................................................................................6 
         3.7      Cooperation on Programming......................................................................6 
         3.8      Staffing Requirements...........................................................................7 

SECTION 4.  INDEMNIFICATION.......................................................................................7 
         4.1      Programmer's Indemnification....................................................................7 
         4.2      Licensee's Indemnification......................................................................7 
         4.3      Limitation......................................................................................8 
         4.4      Time Brokerage Challenge........................................................................8 

SECTION 5.  ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE                                                       
 ..................................................................................................................8
         5.1      Confidential Review.............................................................................8 
         5.2      Political Advertising...........................................................................8 

SECTION 6.  TERMINATION AND REMEDIES UPON DEFAULT.................................................................9 
         6.1      Termination.....................................................................................9 
         6.2      Termination Procedures..........................................................................9 

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                                                        [Enlarge/Download Table]
                                                                                                                   
         6.3      Force Majeure..................................................................................10
         6.4      Other Agreements...............................................................................10

SECTION 7.  MISCELLANEOUS........................................................................................10
         7.1      Assignment.....................................................................................10
         7.2      Call Letters...................................................................................10
         7.3      Counterparts...................................................................................10
         7.4      Entire Agreement...............................................................................10
         7.5      Taxes..........................................................................................11
         7.6      Headings.......................................................................................11
         7.7      Governing Law..................................................................................11
         7.8      Notices........................................................................................11
         7.9      Severability...................................................................................12
         7.10     Arbitration....................................................................................12
         7.11     No Joint Venture...............................................................................12

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                                                                       EXHIBIT A

TIME BROKERAGE AGREEMENT

      TIME BROKERAGE AGREEMENT, made this _____ day of _____, 1997, by and
between Channel 46 of Tucson, Inc., a Delaware corporation (the "Licensee"), and
Paxson Communications of Tucson-46, Inc., a Florida corporation (the            
"Programmer").                                                                  

  WHEREAS, Licensee, Programmer and Sungilt Corporation, Inc. have
entered into a Stock Purchase Agreement dated as of September __, 1997 (the     
"Purchase Agreement");                                                          

       WHEREAS, the Purchase Agreement provides that Licensee and Programmer
shall enter into this Time Brokerage Agreement, pursuant to which the Programmer
shall provide programming for television station KXGR, Channel 46, Green Valley,
Arizona (the "Station"), that is in conformity with Station policies and        
procedures, Federal Communications Commission ("FCC") policies for time         
brokerage arrangements, and the provisions hereof, upon completion of           
construction of the Station and commencement of broadcast operations pursuant to
program test authority ("PTA");                                                 

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

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

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

SECTION 1. LEASE OF STATION AIR TIME                                            

       1.1 Representations. Both Licensee and Programmer represent that they
are legally qualified, empowered and able to enter into this Agreement and that 
the execution, delivery, and performance hereof shall not constitute a breach or
violation of any material agreement, contract or other obligation to which      
either party is subject or by which it is bound.                                

       1.2 Effective Date; Term. This Agreement shall become immediately and
automatically effective upon completion of construction of the Station and      
commencement of                                                                 

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broadcast operations pursuant to PTA, and this Agreement shall continue in force
for an initial term of five (5) years (the "Initial Term") from that date unless
otherwise extended or terminated as set forth below; provided, however, that    
this Agreement shall terminate automatically upon the closing of the            
transactions contemplated by the Second Closing (as defined in the Purchase     
Agreement) under the Purchase Agreement.                                        

       1.3 Scope. During the term of this Agreement and any renewal thereof,
Licensee shall make available to Programmer broadcast time upon the Station as  
set forth in this Agreement. Programmer shall deliver such programming, at its  
expense, to the Station's transmitter facilities or other authorized remote     
control points as reasonably designated by Licensee. Subject to Licensee's      
reasonable approval, as set forth in this Agreement, Programmer shall provide   
programming of Programmer's selection complete with commercial matter, news,    
public service announcements and other suitable programming to the Licensee up  
to one hundred sixty-two hours per week. Notwithstanding the foregoing, the     
Licensee may designate such additional time as it may require without any       
adjustment of the monthly consideration to be paid to Licensee under Section 1.5
for the broadcast of programming necessary for the Station to broadcast news,   
public affairs, children's, religious and non-entertainment programming as      
required by the FCC. All program time not reserved by or designated for Licensee
shall be available for use by Programmer and no other party. Programmer may, at 
its option, produce the programming (including commercial announcements and     
related production activities) to be provided pursuant to this Agreement from   
Programmer's existing studio and production facilities.                         

         1.4 Option to Renew. Subject to the termination provisions of Section 6
hereof, and if the transactions contemplated by the Purchase Agreement have not 
been consummated prior to the expiration of the Initial Term, this Agreement may
be renewed for an additional term as mutually agreed upon by the Licensee and   
the Programmer.                                                                 

     1.5 Consideration. As consideration for the air time made available
hereunder, Programmer shall make payments to Licensee as set forth in Attachment
I.                                                                              

       1.6 Licensee Operation of Station. Licensee will have full authority,
power and control over the management and operations of the Station during the  
term of this Agreement and during any renewal of such term. Licensee will bear  
all responsibility for Station's compliance with all applicable provisions of   
the Communications Act of 1934, as amended (the "Act"), the rules, regulations  
and policies of the FCC and all other applicable laws. Licensee shall be solely 
responsible for and pay in a timely manner all operating costs of the Station,  
including but not limited to maintenance of the studio and transmitting facility
and costs of electricity, except that Programmer shall be responsible for the   
costs of its programming as provided in Sections 1.8 and 2.3 hereof. Licensee   
shall employ at its                                                             

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expense management level and other employees consisting of a General Manager and
such operational and other personnel as outlined in the budget previously       
provided to Programmer, who will direct the day-to-day operations of the        
Station, and who will report to and be accountable to the Licensee. Licensee    
shall be responsible for the salaries, taxes, insurance and related costs for   
all personnel employed by the Station and shall maintain insurance satisfactory 
to Programmer covering the Station's transmission facilities. During the term of
the Agreement and any renewal hereof, Programmer agrees to perform, without     
charge, routine monitoring of the Station's transmitter performance and tower   
lighting by remote control, if and when requested by Licensee.                  

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

                  (a) Licensee owns and holds or will hold all permits and other
authorizations necessary for the construction or operation of the Station, and  
such permits and other authorizations are and will be in full force and effect  
throughout the term of this Agreement. There is not now pending, or to          
Licensee's best knowledge, threatened, any action by the FCC or by any other    
party to revoke, cancel, suspend, refuse to renew or modify adversely any of    
such licenses, permits or authorizations. Licensee is not in material violation 
of any statute, ordinance, rule, regulation, policy, order or decree of any     
federal, state or local entity, court or authority having jurisdiction over it  
or the Station, which would have an adverse effect upon the Licensee, the       
Station or upon Licensee's ability to perform this Agreement. Licensee shall not
take any action or omit to take any action which would have an adverse impact   
upon the Licensee, the Station or upon Licensee's ability to perform this       
Agreement. All reports and applications required to be filed with the FCC or any
other governmental body have been, and during the course of the term of this    
Agreement or any renewal thereof, will be filed in a timely and complete manner.
During the term of this Agreement and any renewal thereof, Licensee shall not   
dispose of, transfer, assign or pledge any of Licensee's assets and properties  
except with the prior written consent of the Programmer, if such action would   
adversely affect Licensee's performance hereunder or the business and operations
of Licensee or the Station permitted hereby.                                    

           (b) Licensee shall pay, in a timely fashion, all of the
expenses incurred in operating the Station including salaries and benefits of   
its employees, lease payments, utilities, taxes, programming expenses, etc., as 
set forth in Attachment II (except those for which a good faith dispute has been
raised with the vendor or taxing authority), and shall provide Programmer with a
certificate of such timely payment within thirty (30) days of the end of each   
month.                                                                          

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       1.8 Programmer Responsibility. Programmer shall be solely responsible
for any expenses incurred in the origination and/or delivery of programming from
any remote location and for any publicity or promotional expenses incurred by   
Programmer, including, without limitation, ASCAP and BMI music license fees for 
all programming provided by Programmer. Such payments by Programmer shall be in 
addition to any other payments to be made by Programmer under this Agreement.   

     1.9 Contracts. Programmer will enter into no third-party contracts,
leases or agreements which will bind Licensee in any way except with Licensee's 
prior written approval.                                                         

SECTION 2. STATION OBLIGATIONS TO ITS COMMUNITY OF LICENSE                      

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

  2.2 Additional Licensee Obligations. Although both parties shall
cooperate in the broadcast of emergency information over the Station, Licensee  
shall also retain the right to interrupt Programmer's programming in case of an 
emergency or for programming which, in the good faith judgment of Licensee, is  
of greater local or national public importance. Licensee shall also coordinate  
with Programmer the Station's hourly station identification and any other       
announcements required to be aired by FCC rules. Licensee shall continue to     
maintain a main studio, as that term is defined by the FCC, within the Station's
principal community contour, shall maintain its local public inspection file in 
accordance with FCC rules, regulations and policies, and shall prepare and place
in such inspection file or files in a timely manner all material required by    
Section 73.3526 of the FCC's Rules, including without limitation the Station's  
quarterly issues and program lists; information concerning the broadcast of     
children's educational and informational programming; and documentation of      
compliance with commercial limits applicable to certain children's television   
programming. Programmer shall, upon request by Licensee, provide Licensee with  
such information concerning Programmer's programs and advertising as is         
necessary to assist Licensee in the preparation of such information. Licensee   
shall also maintain the station logs, receive and respond to telephone          
inquiries, and control and oversee any remote control point which may be        
established for the Station.                                                    

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        2.3 Responsibility for Employees and Expenses. Programmer shall employ
and be solely responsible for the salaries, taxes, insurance and related costs  
for all personnel used in the production of its programming (including, but not 
limited to, salespeople, technical staff, traffic personnel, board operators and
programming staff). Licensee will provide and be responsible for the Station    
personnel necessary for the broadcast transmission of its own programs          
(including, without limitation, the Station's General Manager and such          
operational and other personnel as may be necessary or appropriate), and will be
responsible for the salaries, taxes, benefits, insurance and related costs for  
all the Licensee's employees used in the broadcast transmission of its programs 
and necessary to other aspects of Station operation. Whenever on the Station's  
premises, all personnel shall be subject to the overall supervision of          
Licensee's General Manager.                                                     

SECTION 3. STATION PROGRAMMING POLICIES                                         

  3.1 Broadcast Station Programming Policy Statement. Licensee has
adopted and will enforce a Broadcast Station Programming Policy Statement (the  
"Policy Statement"), a copy of which appears as Attachment III hereto and which 
may be amended in a reasonable manner from time to time by Licensee upon notice 
to Programmer. Programmer agrees and covenants to comply in all material        
respects with the Policy Statement, to all rules and regulations of the FCC, and
to all changes subsequently made by Licensee or the FCC. Programmer shall       
furnish or cause to be furnished the artistic personnel and material for the    
programs as provided by this Agreement and all programs shall be prepared and   
presented in conformity with the rules, regulations and policies of the FCC and 
with the Policy Statement set forth in Attachment III hereto. All advertising   
spots and promotional material or announcements shall comply with applicable    
federal, state and local regulations and policies and shall be produced in      
accordance with quality standards established by Programmer. If Licensee        
determines that a program supplied by Programmer is for any reason, within      
Licensee's sole discretion, unsatisfactory or unsuitable or contrary to the     
public interest, or does not comply with the Policy Statement it may, upon prior
written notice to Programmer (to the extent time permits such notice), suspend  
or cancel such program without liability to Programmer. Licensee will use       
reasonable efforts to provide such written notice to Programmer prior to the    
suspension or cancellation of such program.                                     

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

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

 3.4 Sales. Programmer shall retain all of the Station's network
compensation revenues, any revenues received from any network or program        
supplier with respect to affiliation or use of programming by Programmer, any   
retransmission consent revenues and all revenues from the sale of advertising   
time within the programming it provides to the Licensee. Programmer shall be    
responsible for payment of the commissions due to any national sales            
representative engaged by it for the purpose of selling national advertising    
which is carried during the programming it provides to Licensee. Unless         
otherwise agreed between the parties, Licensee shall retain all revenues from   
the sale of Station's advertising during the hours each week in which the       
Licensee airs its own programming pursuant to Section 1.3 hereof.               

       3.5 Children's Television Advertising. Programmer agrees that it will
not broadcast advertising within programs originally designed for children aged 
12 years and under in excess of the amounts permitted under applicable FCC      
rules, and will take all steps necessary to pre-screen children's programming   
broadcast during the hours it is providing such programming, to establish that  
advertising is not being broadcast in excess of the applicable FCC rules.       

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

  3.7 Cooperation on Programming. Programmer and Licensee mutually
acknowledge their interest in ensuring that the Station serves the needs and    
interests of                                                                    

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viewers in Green Valley and the surrounding service area and agree to cooperate 
to provide such service. Licensee shall, on a regular basis, assess the issues  
of concern to residents of Green Valley and the surrounding area and address    
those issues in its public service programming. Programmer, in cooperation with 
Licensee, will endeavor to ensure that programming responsive to the needs and  
interests of the community of license and surrounding area is broadcast, in     
compliance with applicable FCC requirements. Licensee will describe those issues
and the programming that is broadcast in response to those issues and place     
issues/programs lists in the Station's public inspection file as required by FCC
rules. Further, Licensee may request, and Programmer shall provide, information 
concerning such of Programmer's programs as are responsive to community issues  
so as to assist Licensee in the satisfaction of its public service programming  
obligations. Licensee shall also evaluate the local need for children's         
educational and informational programming and shall inform Programmer of its    
conclusions in that regard. Licensee, in cooperation with Programmer, will      
ensure that educational and informational programming for children is broadcast 
over the Station in compliance with applicable FCC requirements. Programmer     
shall also provide Licensee upon request such other information necessary to    
enable Licensee to prepare records and reports required by the Commission or    
other local, state or federal government entities.                              

         3.8 Staffing Requirements. Licensee will be in full compliance with the
main studio staff requirements as specified by the FCC.                         

SECTION 4. INDEMNIFICATION                                                      

       4.1 Programmer's Indemnification. Programmer shall indemnify and hold
harmless Licensee from and against any and all claims, losses, costs,           
liabilities, damages, forfeitures and expenses (including reasonable legal fees 
and other expenses incidental thereto) of every kind, nature and description    
(collectively, "Damages") resulting from (i) Programmer's breach of any         
representation, warranty, covenant or agreement contained in this Agreement, or 
(ii) any action taken by Programmer or its employees and agents with respect to 
the Station, or any failure by Programmer or its employees and agents to take   
any action with respect to the Station, including, without limitation, Damages  
relating to violations of the Act or any rule, regulation or policy of the FCC, 
slander, defamation or other claims relating to programming provided by         
Programmer and Programmer's broadcast and sale of advertising time on the       
Station.                                                                        

   4.2 Licensee's Indemnification. Licensee shall indemnify and hold
harmless Programmer from and against any and all claims, losses, consents,      
liabilities, damages, FCC forfeitures and expenses (including reasonable legal  
fees and other expenses incidental thereto) of every kind, nature and           
description, arising out of Licensee's operations                               

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and broadcasts to the extent permitted by law and any action taken by the       
Licensee or its employees and agents with respect to the Station, or any failure
by Licensee or its employees and agents to take any action with respect to the  
Station.                                                                        

      4.3 Limitation. Neither Licensee nor Programmer shall be entitled to
indemnification pursuant to this section unless such claim for indemnification  
is asserted in writing delivered to the other party.                            

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

SECTION 5. ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE                    

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

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

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and the rules and regulations of the FCC and such failure inhibits Licensee in  
its compliance with the political broadcasting requirements of the FCC, then to 
the extent reasonably necessary to assure such compliance, Programmer shall     
either provide rebates to political advertisers or release broadcast time and/or
advertising availabilities to Licensee at no cost to Licensee.                  

SECTION 6. TERMINATION AND REMEDIES UPON DEFAULT                                

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

          (a) if, subject to the provisions of Section 7.9, this
Agreement is declared invalid or illegal in whole or substantial part by an     
order or decree of an administrative agency or court of competent jurisdiction  
and such order or decree has become final and no longer subject to further      
administrative or judicial review;                                              

       (b) if the other party is in material breach of its
obligations hereunder and has failed to cure such breach within thirty (30) days
of notice from the non- breaching party;                                        

(c) with the mutual consent of both parties;

                  (d) if there has been a material change in FCC rules, policies
or precedent that would cause this Agreement to be in violation thereof and such
change is in effect and not the subject of an appeal or further administrative  
review and this Agreement cannot be reformed, in a manner acceptable to         
Programmer and Licensee, to remove and/or eliminate the violation; and          

                  (f) upon a termination of the Purchase Agreement or the Second
Closing thereunder in accordance with its terms.                                

      6.2 Termination Procedures. During any period prior to the effective
date of any termination of this Agreement, Programmer and Licensee agree to     
cooperate in good faith to ensure that Station operations will continue, to the 
extent possible, in accordance with the terms of this Agreement and that the    
termination of this Agreement is effected in a manner that will minimize, to the
extent possible, the resulting disruption of the Station's ongoing operations.  

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

        6.4 Other Agreements. During the term of this Agreement or any renewal
hereof, Licensee will not enter into any other agreement with any third party   
that would conflict with or result in a material breach of this Agreement by    
Licensee.                                                                       

SECTION 7. MISCELLANEOUS                                                        

7.1 Assignment.                                               

        (a) Neither this Agreement nor any of the rights, interests or
obligations of either party hereunder shall be assigned, encumbered,            
hypothecated or otherwise transferred without the prior written consent of the  
other party, such consent not to be unreasonably withheld. Notwithstanding the  
foregoing, Programmer shall have the right to assign its rights and interests   
hereunder to its lenders as collateral security for Programmer's obligations to 
such lenders.                                                                   

   (b) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted     
assigns.                                                                        

         7.2 Call Letters. Upon request of Programmer, subject to the consent of
the Licensee, Licensee shall apply to the FCC for authority to change the call  
letters of the Station (with the consent of the FCC) to such call letters that  
Programmer shall reasonably designate. Licensee must coordinate with Programmer 
any proposed changes to the call letters of the Station before taking any action
to change such letters.                                                         

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

 7.4 Entire Agreement. This Agreement and the Attachments hereto
embodies the entire agreement and understanding of the parties relating to the  
operation of                                                                    

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the Station. No amendment, waiver of compliance with any provision or condition 
hereof, or consent pursuant to this Agreement will be effective unless evidenced
by an instrument in writing signed by the parties.                              

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

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

   7.7 Governing Law. The obligations of Licensee and Programmer are
subject to applicable federal, state and local law, rules and regulations,      
including, but not limited to, the Act and the Rules and Regulations of the FCC.
The construction and performance of the Agreement will be governed by the laws  
of the State of Delaware.                                                       

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

              To Programmer:    Paxson Communications of Tucson-46, Inc.
                601 Clearwater Park Road
                  West Palm Beach, FL  33401
                  Telecopy:   (407) 659-4252
                  Telephone:  (407) 659-4122
                    Attention:  Lowell W. Paxson

To Licensee:      Channel 46 of Tucson, Inc.
              2309 N. Hampton Street
               Tucson, Arizona  085719
                Telecopy:  _____________
                Telephone: _____________

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or to any such other or additional persons and addresses as the parties may from
time to time designate in a writing delivered in accordance with this Section   
7.8.                                                                            

         7.9 Severability. If any provision of this Agreement or the application
thereof to any person or circumstances shall be invalid or unenforceable to any 
extent, the remainder of this Agreement and the application of such provision to
other persons or circumstances shall not be affected thereby and shall be       
enforced to the greatest extent permitted by law. In the event that the FCC     
alters or modifies its rules or policies in a fashion which would raise         
substantial and material question as to the validity of any provision of this   
Agreement, the parties hereto shall negotiate in good faith to revise any such  
provision of this Agreement with a view toward assuring compliance with all then
existing FCC rules and policies which may be applicable, while attempting to    
preserve, as closely as possible, the intent of the parties as embodied in the  
provision of this Agreement which is to be so modified.                         

 7.10 Arbitration. Any dispute arising out of or related to this
Agreement that Licensee and Programmer are unable to resolve by themselves shall
be settled by arbitration in Washington, D.C. by a panel of three arbitrators.  
Licensee and Programmer shall each designate one disinterested arbitrator and   
the two arbitrators designed shall select the third arbitrator. The persons     
selected as arbitrators need not be professional arbitrators, and persons such  
as lawyers, accountants and bankers shall be acceptable. Before undertaking to  
resolve a 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 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 Licensee and Programmer. The costs and expenses of
the arbitration proceeding shall be assessed between Licensee and Programmer 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 in equity based upon any claim
arising out of or related to this Agreement shall be instituted in any court by 
Licensee or Programmer against the other except: (i) an action to compel        
arbitration pursuant to this Section; or (ii) an action to enforce the award of 
the arbitration panel rendered in accordance with this Section.                 

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               7.11     No Joint Venture.  Nothing in this Agreement shall
be deemed to create a joint venture between the Licensee and the Programmer.    

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

           LICENSEE:  CHANNEL 46 OF TUCSON, INC.

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

        PROGRAMMER:  PAXSON COMMUNICATIONS
                    OF TUCSON-46, INC.

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

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ATTACHMENT I
 COMPENSATION SCHEDULE

       Programmer shall reimburse Licensee on a monthly basis for Licensee's
payment of Station expenses listed on Attachment II upon receipt from the       
Licensee of a certificate (with attached invoices, etc.) documenting payment of 
those expenses.                                                                 

         Payments shall be made by delivery of a check to Licensee at an address
to be designated.                                                               

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 ATTACHMENT II

STATION EXPENSES

(1)     Tower Lease and Utility Payments

  (2)     Employee Salaries and Benefits (2)

(3)     Property Insurance and Taxes    

(4)     Equipment Repair and Maintenance

(5)     Programming Expenses            

              (6)     Miscellaneous Reasonable and Necessary Station
Expenses                

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ATTACHMENT III

BROADCAST STATION PROGRAMMING POLICY STATEMENT

   The following sets forth the policies generally applicable to the
presentation of programming and advertising over Television Station KXGR, Green 
Valley, Arizona. All programming and advertising broadcast by the station must  
conform to these policies and to the provisions of the Communications Act of    
1934, as amended [the "Act"], and the Rules and Regulations of the Federal      
Communications Commission ["FCC"].                                              

Station Identification                                                          

The station must broadcast a station identification announcement once an hour as
close to the hour as feasible in a natural break in the programming. The        
announcement must include (1) the station's call letters (currently, [KXGR]);   
followed immediately by (2) the station's city of license (Green Valley,        
Arizona).                                                                       

Broadcast of Telephone Conversations                                            

Before recording a telephone conversation for broadcast or broadcasting such a  
conversation simultaneously with its occurrent, any party to the call must be   
informed that the call will be broadcast or will be recorded for later          
broadcast, and the party's consent to such broadcast must be obtained. This     
requirement does not apply to calls initiated by the other party which are made 
in a context in which it is customary for the station to broadcast telephone    
calls.                                                                          

Sponsorship Identification                                                      

When money, service, or other valuable consideration is either directly or      
indirectly paid or promised as part of an arrangement to transmit any           
programming, the station at the time of broadcast shall announce (1) that the   
matter is sponsored, either whole or in part; and (2) by whom or on whose behalf
the matter is sponsored. Products or services furnished to the station in       
consideration for an identification of any person, product, service, trademark  
or brand name shall be identified in this manner.                               

In the case of any political or controversial issue broadcast for which any     
material or service is furnished as an inducement for its transmission, an      
announcement shall be made at the beginning and conclusion of the broadcast     
stating (1) the material or service that has been furnished; and (2) the        
person(s) or association(s) on whose behalf the programming is transmitted.     
However, if the broadcast is 5 minutes duration or less, the required           
announcement need only be made either at its beginning or end.                  

Prior to any sponsored broadcast involving political matters or controversial   
issues, the station shall obtain a list of the chief executive officers, members
of the executive committee                                                      

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or board of directors of the sponsoring organization and shall place this list  
in the station's public inspection file.                                        

Payola/Plugola                                                                  

The station, its personnel, or its programmers shall not accept or agree to     
accept from any person any money, service, or other valuable consideration for  
the broadcast of any matter unless such fact is disclosed to the station so that
all required station identification announcements can be made. All persons      
responsible for station programming must, from time to time, execute such       
documents as may be required by station management to confirm their             
understanding of and compliance with the FCC's sponsorship identification       
requirements.                                                                   

Rebroadcasts                                                                    

The station shall not rebroadcast the signal of any other broadcast station     
without first obtaining such station's prior written consent to such            
rebroadcast.                                                                    

Fairness                                                                        

Station shall seek to afford coverage to contrasting viewpoints concerning      
controversial issues of public importance.                                      

Personal Attacks                                                                

The station shall not air attacks upon the honesty, character, integrity or like
personal qualities of any identified person or group. If such an attack should  
nonetheless occur during the presentation of views on a controversial issue of  
public importance, those responsible for programming shall submit a tape or     
transcript of the broadcast to station management and to the person attacked    
within 48 hours, and shall offer the person attacked a reasonable opportunity to
respond.                                                                        

Political Editorials                                                            

Unless specifically authorized by station management, the station shall not air 
any editorial which either endorses or opposes a legally qualified candidate for
public office.                                                                  

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Political Broadcasting                                                          

All "uses" of the station by legally qualified candidates for elective office   
shall be in accordance with the Act and the FCC's Rules and policies, including 
without limitation, equal opportunities requirements, reasonable access         
requirements, lowest unit charge requirements and similar rules and regulations.

Obscenity and Indecency                                                         

The station shall not broadcast any obscene material. Material is deemed to be  
obscene if the average person, applying contemporary community standards in the 
local community, would find that the material, taken as a whole, appeals to the 
prurient interest; depicts or describes in a patently offensive way sexual      
conduct specifically defined by applicable state law; and taken as a whole,     
lacks serious literary artistic, political or scientific value.                 

The station shall not broadcast any indecent material outside of the periods of 
time prescribed by the Commission. Material is deemed to be indecent if it      
includes language or material that, in context, depicts or describes, in terms  
patently offensive as measured by contemporary community standards for the      
broadcast medium, sexual or excretory activities or organs.                     

Billing                                                                         

No entity which sells advertising for airing on the station shall knowingly     
issue any bill, invoice or other document which contains false information      
concerning the amount charged or the broadcast of advertising which is the      
subject of the bill or invoice. No entity which sells advertising for airing on 
the station shall misrepresent the nature or content of aired advertising, nor  
the quantity, time of day, or day on which such advertising was broadcast.      

Contests                                                                        

Any contests conducted on the station shall be conducted substantially as       
announced or advertised. Advertisements or announcements concerning such        
contests shall fully and accurately disclose the contest's material terms. No   
contest description shall be false, misleading or deceptive with respect to any 
material term.                                                                  

Hoaxes                                                                          

The station shall not knowingly broadcast false information concerning a crime  
or catastrophe.                                                                 

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Children's Programming                                                          

The station shall broadcast reasonable amounts of educational and informational 
programming designed for children aged 16 years and younger.                    

Children's Advertising                                                          

Programming designed for children aged 12 years and younger shall not include   
more than 12 minutes of commercial matter per hour, Monday through Friday, and  
shall not include more than 10.5 minutes of commercial matter per hour on       
weekend programming. There shall be no host selling, as that term is defined by 
the FCC, in children's programming on the station.                              

Emergency Information                                                           

Any emergency information which is broadcast by the station shall be transmitted
both aurally and visually or only visually.                                     

Lottery                                                                         

The station shall not advertise or broadcast any information concerning any     
lottery (except the Arizona State Lottery and any other state lottery). The     
station may advertise and provide information about lotteries conducted by      
non-profit groups, governmental entities and in certain situations, by          
commercial organizations, if and only if there is no state or local restriction 
or ban on such advertising or information and the lottery is legal under state  
or local law. Any and all lottery advertising must first be approved by station 
management.                                                                     

Advertising                                                                     

Station shall comply with all federal, state and local laws concerning          
advertising, including without limitation, all laws concerning misleading       
advertising, and the advertising of alcoholic beverages.                        

Programming Prohibitions.                                                       

Knowing broadcast of the following types of programs and announcements is       
prohibited:                                                                     

       False Claims. False or unwarranted claims for any product or service.

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        Unfair Imitation. Infringements of another advertiser's rights through
       plagiarism or unfair imitation of either program idea or copy, or any
other unfair competition.                                     

      Commercial Disparagement. Any unfair disparagement of competitors or
competitive goods.                                            

        Profanity. Any programs or announcements that are slanderous, obscene,
  profane, vulgar, repulsive or offensive, as evaluated by station
management.                                                   

Violence. Any programs which are excessively violent.         

Unauthenticated Testimonials. Any testimonials which cannot be
authenticated.                                                

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 ATTACHMENT IV

FORM OF PAYOLA AFFIDAVIT

City of                             )                                           
------------------------    )                                   
)       
County of                           )        SS:                                
----------------------    )                                 
)       
State of                            )                                           
----------------------                                      

 ANTI-PAYOLA/PLUGOLA AFFIDAVIT

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

1.       He is ________________ for ________________.                           
Position                                    

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

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

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

5.       In future, he will not pay, promise to pay, request, or receive any    
service, money, or any other valuable consideration, direct or
      indirect, from a third party, in exchange for the influencing of, or
        the attempt to influence, the preparation of presentation of broadcast
matter on Station _________.                                  

6.       Nothing contained herein is intended to, or shall prohibit receipt or  
        acceptance of anything with the expressed knowledge and approval of my
        employer, but henceforth any such approval must be given in writing by
someone expressly authorized to give such approval.           

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7.       He, his spouse and his immediate family do not have any present        
         direct or indirect ownership interest in (other than an investment in a
   corporation whose stock is publicly held), serve as an officer or
   director of, whether with or without compensation, or serve as an
employee of, any person, firm or corporation engaged in:      

1.       The publishing of music;                             

       2.       The production, distribution (including wholesale and retail
                sales outlets), manufacture or exploitation of music, films,
                 tapes, recordings or electrical transcriptions of any program
material intended for radio broadcast use;  

3.       The exploitation, promotion, or management or persons
               rendering artistic, production and/or other services in the
entertainment field;                        

        4.       The ownership or operation of one or more radio or television
stations;                                   

      5.       The wholesale or retail sale of records intended for public
purchase;                                   

     6.       Advertising on Station , or any other station owned by its
               licensee (excluding nominal stockholdings in publicly owned
companies).                                 

8.       The facts and circumstances relating to such interest are none _____ as
follows: _____:                                               

         _______________________________________________________________________

         _______________________________________________________________________

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

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

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

My Commission expires:              .                                           
--------------                      

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EXHIBIT B   

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                                                                       EXHIBIT B

================================================================================

CONSTRUCTION AGREEMENT

BY AND BETWEEN

CHANNEL 46 OF TUCSON, INC.

 AND

PAXSON COMMUNICATIONS OF
 TUCSON-46, INC.

 FOR

 TELEVISION STATION KXGR
 GREEN VALLEY, ARIZONA

 * * *

________, 1997

================================================================================

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]


                                                                                                     PAGE
                                                                                                     ----

                                                                                                         
SECTION 1.  DEFINITIONS.................................................................................1

SECTION 2.  THE WORK....................................................................................2

SECTION 3.  COMPLETION OF THE WORK......................................................................3

SECTION 4.  COST OF THE WORK............................................................................3

SECTION 5.  BUDGET......................................................................................3

SECTION 6.  CONTRACTOR'S CONSTRUCTION OBLIGATIONS.......................................................4

SECTION 7.  SUBCONTRACTORS..............................................................................5

SECTION 8.  PROTECTION OF PERSONS AND PROPERTY..........................................................5

SECTION 9.  INSURANCE...................................................................................5

SECTION 10. DAMAGES.....................................................................................6

SECTION 11. TERMINATION.................................................................................6

SECTION 12. MISCELLANEOUS PROVISIONS....................................................................6

SECTION 13. COUNTERPARTS................................................................................8

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                                                                       EXHIBIT B

CONSTRUCTION AGREEMENT

     THIS CONSTRUCTION AGREEMENT (the "Agreement") is entered into as of
this _____ day of _____ , 199_, by and between PAXSON COMMUNICATIONS OF TUCSON- 
46, INC., a Florida corporation ("Contractor"), and CHANNEL 46 OF TUCSON, INC., 
a Delaware corporation ("Permittee").                                           

 W I T N E S S E T H

      WHEREAS, Permittee holds a Construction Permit issued by the Federal
Communications Commission ("FCC") for new television station KXGR, Channel 46,  
Green Valley, Arizona, FCC File No. BMPCT-960801LM (the "Construction Permit"); 

   WHEREAS, Permittee, Contractor and Sungilt Corporation, Inc. have
entered into a Stock Purchase Agreement dated as of September __, 1997 (the     
"Purchase Agreement"); and                                                      

        WHEREAS, the Purchase Agreement provides that Contractor and Permittee
shall enter into this Agreement in order to permit Contractor to specify the    
materials and equipment required to construct the facilities proposed in the    
Construction Permit for new television station KXGR, Channel 46, Green Valley,  
Arizona (the "Station"), and to undertake, following consultation with          
Permittee, such construction.                                                   

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

      SECTION 1. DEFINITIONS. In addition to the terms which are elsewhere
defined in this Agreement, the following terms shall have the respective        
meanings hereinafter set forth:                                                 

                 A. "Budget" shall mean the preliminary budget as agreed to by
Permittee and Contractor, as described in Exhibit 1 attached hereto, as such    
Budget may be amended in accordance with Section 6 of this Agreement.           

          B. "Contract Documents" shall mean this Agreement, all
authorizations issued to the Permittee for the Station's operation and          
construction, the Plans and Specifications and the Budget.                      

          C. "Plans and Specifications" shall mean the plans and
specifications described in Exhibit 2 attached hereto, and as supplemented from 
time to time with the agreement of Contractor and Permittee.                    

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           D. "Work" shall mean all labor, materials and equipment
necessary or appropriate for the construction of the facilities described in the
Plans and Specifications as authorized in the Construction Permit.              

SECTION 2. THE WORK.                                          

            A. Contractor agrees to do the following at Contractor's
expense:                                                      

                   (i)  In consultation with Permittee, specify for purchase
by Contractor and lease by Permittee pursuant to the Lease Agreement (as defined
below) of the equipment, supplies and materials necessary or appropriate for the
construction and installation of the facilities described in the Plans and      
Specifications and as authorized in the Construction Permit; and                

               (ii) With the concurrence of the Permittee, construct
and/or install the facilities described in the Plans and Specifications in      
accordance with the Construction Permit and all applicable zoning, building or  
other governmental laws, ordinances or regulations.                             

        B. Permittee has done or agrees to do the following:

                     (i)   Maintain in effect the Construction Permit, as it may
be modified, including the filing, if necessary, of an application to extend the
expiration date of the Construction Permit and prosecuting such application     
diligently;                                                                     

                  (ii)  File with the FCC or any other governmental agency
and prosecute to the full extent any amendments to the Construction Permit and  
any other applications which may be necessary for the implementation of the     
Construction Permit, the construction of the Station, and the commencement and  
continuation of the Station's operations as proposed in the Construction Permit;

                   (iii) Prepare and timely file with the FCC an application
for license for the constructed facilities in accordance with the rules and     
regulations of the FCC; and                                                     

              (iv)  Cooperate with Contractor in timely filing and
obtaining any zoning, building and other permits that are required in connection
with the Plans and Specifications and the Work, obtain and maintain in full     
force and effect a lease for, or ownership of, the Station's transmitter and    
antenna facilities, and execute the necessary                                   

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documents and agreements provided by Contractor in accordance with its          
obligations hereunder.                                                          

SECTION 3. COMPLETION OF THE WORK.                            

             A. The Work shall be commenced upon the execution of this
Agreement and shall be substantially completed as promptly as reasonably        
practicable; provided, however, that the parties agree that such date shall be  
extended by reason of strikes, labor troubles, inability to procure material,   
failure of power, governmental actions or inactions, riots, insurrection, war or
other reasons beyond the control of the parties.                                

                 B. The Work shall be deemed to be substantially complete when
(i) construction is sufficiently complete, in accordance with the Contract      
Documents, so that the Station may begin operating pursuant to Program Test     
Authority under FCC rules using the facilities proposed in the Construction     
Permit and (ii) all permits, modifications of permits, authorizations and       
licenses necessary to operate such facilities have been obtained. Any Work      
required by the Contract Documents which remains to be completed after the date 
of substantial completion shall, if reasonably feasible, be completed by        
Contractor within ninety (90) days after the date of substantial completion.    

             C. Upon substantial completion of the construction of the
Station as specified above, Contractor and Permittee shall enter into a Lease   
Agreement (the "Lease Agreement") which is attached hereto as Exhibit 3.        

            D. If the Special Temporary Authority (as defined in the
Purchase Agreement) is granted by the FCC, Contractor shall construct the       
temporary facilities described in the application for the Special Temporary     
Authority at its expense and upon substantial completion of the construction of 
such temporary facilities, Contractor shall lease such facilities to Permittee  
in accordance with the Lease Agreement.                                         

      SECTION 4. COST OF THE WORK. Contractor shall be responsible for the
entire cost of the Work. Upon execution of this Agreement, Contractor shall pay 
the Permittee Two Thousand Five Hundred Dollars ($2,500) per month to cover the 
antenna site lease for the Station specified in the Construction Permit and     
Permittee shall provide Contractor with an executed copy of such lease.         

        SECTION 5. BUDGET. Permittee and Contractor acknowledge and agree that
the Budget represents the estimated cost of the Work. Promptly after the date   
hereof, Contractor shall obtain firm bids from responsible manufacturers,       
suppliers, and contractors approved by Permittee for the performance of the Work
or portions thereof, and shall supply copies of all                             

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bids to Permittee. Upon receipt of the bids and upon the agreement by Permittee 
and Contractor to accept those bids, Contractor shall accept the bids and the   
Budget shall be adjusted to conform to the bids.                                

SECTION 6. CONTRACTOR'S CONSTRUCTION OBLIGATIONS.             

                A. Contractor shall supervise and direct the Work, using its
best skill and attention and, subject to the concurrence of Permittee, shall be 
responsible for all construction means, methods, techniques, sequences and      
procedures and for coordinating all portions of the Work under this Agreement.  

               B. Contractor shall be responsible to the Permittee for the
acts and omissions of Contractor's employees, contractors, subcontractors and   
other persons providing or performing any of the Work.                          

           C. Unless otherwise provided in the Contract Documents,
Contractor shall provide all labor, materials, equipment, tools, construction,  
equipment and machinery, water, heat, utilities, transportation and other       
facilities and services necessary for the proper execution and completion of the
Work, whether temporary or permanent and whether or not incorporated or to be   
incorporated in the Work.                                                       

                  D. Contractor shall at all times enforce strict discipline and
good order among any person working at the construction site.                   

              E. Contractor warrants to Permittee that all materials and
equipment furnished under this Contract will be new, unless otherwise specified 
in Exhibit A, and that all Work will be of good quality, free from faults and   
defects and in conformance with the Contract Documents.                         

                F. Contractor shall comply in all material respects with all
laws, ordinances, rules, regulations and lawful orders of any public authority  
bearing on the performance of the Work.                                         

           G. Contractor shall prepare and submit to Permittee for
Permittee's approval an estimated progress schedule for the Work. The progress  
schedule shall be related to the entire project to the extent required by the   
Contract Documents and shall provide for expeditious and practicable completion 
of the Work.                                                                    

               H. Contractor at all times shall keep the construction site
free from accumulation of waste material or rubbish caused by the Work. At the  
completion of the                                                               

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Work, Contractor shall remove or cause to be removed all waste materials and    
rubbish from and about the construction site and tools, construction equipment, 
machinery and surplus materials.                                                

    SECTION 7. SUBCONTRACTORS. By an appropriate written agreement, Contractor
shall require each subcontractor retained by Contractor to be bound by the terms
of the Contract Documents, and to assume all the obligations and                
responsibilities which Contractor, by those documents, assumes toward Permittee.

SECTION 8. PROTECTION OF PERSONS AND PROPERTY.                        

        A. Contractor shall take all reasonable precautions for the safety of,
and shall provide all reasonable  protection to prevent  damage,  injury or     
loss to:                                                                        

       (i)   all individuals employed to perform the Work;

             (ii)  all materials and equipment to be used in the Work,
whether in storage, on or off the site, under the care, custody or control of   
Contractor or any of its subcontractors; and                                    

         (iii) other property at the site or adjacent thereto.

 B. Contractor shall give all notices and comply in all material
respects with all applicable laws, ordinances, rules, regulations and lawful    
orders of any public authority bearing on the safety of persons or property or  
their protection from damage, injury or loss.                                   

SECTION 9. INSURANCE.                                                           

        A. Contractor shall purchase and maintain or cause to be purchased and
maintained such insurance as will protect Contractor and Permittee from claims  
set forth below which may arise out of or result from the Work, whether such    
operations be by Contractor or by any subcontractor or by anyone directly or    
indirectly employed by any of them, or by anyone for whose acts any of them may 
be liable:                                                                      

        (i)  claims under workmen's compensation, disability benefit and
other similar employee benefit acts;                                            

      (ii) claims for damages because of bodily injury, occupational
sickness or disease, or death;                                                  

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             (iii) claims for damages insured by usual personal injury
liability coverage which are sustained (1) by any person as a result of an      
offense directly or indirectly related to the employment of such person by      
Contractor, or (2) by any other person;                                         

            (iv)  claims for damages, other than to the Work itself,
because of injury to or destruction of tangible property; and                   

                 (v)   claims for damages because of bodily injury or death or
any property damage arising out of the ownership, maintenance or use of any     
motor vehicle in respect of the Work.                                           

                  B. The insurance required by this Section shall be written for
not less than the limits of liability agreed to by Contractor and Permittee or  
required by law, whichever is greater.                                          

            C. Certificates of Insurance acceptable to Permittee and
Contractor shall be delivered to Permittee prior to commencement of the Work.   
These Certificates shall contain a provision that coverage afforded under the   
policies will not be canceled until at least thirty (30) days' prior written    
notice has been given to the Permittee.                                         

               D. Permittee shall purchase and maintain property insurance
upon the entire Work to the full insurable value thereof. This insurance shall  
insure against the perils of fire and extended coverage, shall include "all     
risk" insurance for physical loss or damage including, without duplication of   
coverage, theft, vandalism and malicious mischief and shall provide that all    
proceeds from such insurance shall go to Contractor.                            

     SECTION 10. DAMAGES. In the event of a default by Contractor of its
obligations under this Agreement or the failure of Contractor to complete the   
Work, Contractor shall not be liable to Permittee for any consequential damages 
as a result of such failure or delay. The sole liability of Contractor to       
Permittee shall be for the full cost and expense of completing the Work in      
accordance with the Contract Documents and the Plans and Specifications.        

      SECTION 11. TERMINATION. This Agreement shall terminate, and neither
party shall have any further obligation hereunder, upon the earlier to occur of 
(a) the completion of the Work or (b) the Second Closing (as defined in the     
Purchase Agreement).                                                            

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SECTION 12.  MISCELLANEOUS PROVISIONS.                        

                 A. The Contract shall be governed by the laws of the State of
Delaware applicable to contracts made and to be performed there, without        
reference to the principles of the conflicts of law.                            

         B. Permittee and Contractor each binds itself and its
successors, assigns and legal representatives to the other party hereto and to  
the successors, assigns and legal representatives of such other party with      
respect to all covenants, agreements and obligations contained in the Contract  
Documents.                                                                      

                  C. The parties hereto agree to cooperate fully with each other
in preparing, filing, prosecuting, advocating grant, and taking any other       
actions necessary with respect to any applications or actions which are or may  
be necessary to obtain the consent of the FCC or of any other governmental      
instrumentality, or any third party to, or are or may be necessary or helpful in
order to accomplish the transactions contemplated by this Agreement.            

                 D. All notices, demands and requests required or permitted to
be given under the provisions of this Agreement shall be (i) in writing, (ii)   
delivered by personal delivery or sent by commercial delivery service or        
certified mail, return receipt requested, (iii) deemed to have been given on the
date of personal delivery, the date set forth in the records of the delivery    
service or on the return receipt, and (iv) addressed as follows::               

If to Permittee:                    Channel 46 of Tucson, Inc.                  
           2309 Hampton Street
               Tucson, Arizona  085719

If to Contractor:                   Mr. Lowell W. Paxson                        
                                Paxson Communications of Tucson-46, Inc.
                601 Clearwater Park Road
                       West Palm Beach, Florida  33401

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

             E. No action or failure to act by Permittee or Contractor
shall constitute a waiver of any right or duty afforded any of them under this  
Agreement, nor shall any such action or failure to act constitute an approval of
or acquiescence in any breach thereunder, except as may be specifically agreed  
in writing.                                                                     

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          F. If the Contract Documents, laws, ordinances, rules,
regulations or orders or any public authority having jurisdiction require any   
portion of the Work to be inspected, tested or approved, Contractor shall give  
Permittee timely notice of its readiness so Permittee may observe such          
inspection, testing or approval.                                                

         G. Licensee's and Contractor's respective obligations
hereunder are unique and valuable and not readily subject to compensation by    
money damages alone. Accordingly, in the event either party should breach its   
obligations under this Agreement, the other party shall be entitled to an order 
directing specific performance from a court of competent jurisdiction, in       
addition to all other remedies at law or in equity.                             

        SECTION 13.  COUNTERPARTS.  This Agreement may be signed in any number
of counterparts with the same effect as if the signatures on all counterparts   
were upon the same instrument.                                                  

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 IN WITNESS WHEREOF, Permittee and Contractor have executed this
Construction Agreement as of the date first above written.                      

              PAXSON COMMUNICATIONS OF
     TUCSON-46, INC.

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

                CHANNEL 46 OF TUCSON, INC.

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

t                                                                               

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 EXHIBIT 1

BUDGET

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 EXHIBIT 3

 LEASE AGREEMENT

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                                                                  EXHIBIT 10.183

================================================================================

 LEASE AGREEMENT

BY AND BETWEEN

CHANNEL 46 OF TUCSON, INC.

 AND

PAXSON COMMUNICATIONS OF TUCSON-46, INC.

 FOR

 TELEVISION STATION KXGR
 GREEN VALLEY, ARIZONA

 * * *

 __________ __, 1997

================================================================================

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TABLE OF CONTENTS 

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SECTION 1.  TERM..................................................................................................1
         (a)        Initial and Renewal Term......................................................................1
         (b)        Holding Over..................................................................................1
         (c)        Automatic Termination.........................................................................2

SECTION 2.  RENT AND TAXES........................................................................................2
         (a)        Rent for Initial and Renewal Terms............................................................2
         (b)        Security Deposit..............................................................................3
         (c)        Taxes.........................................................................................3
         (d)        Payment.......................................................................................3

SECTION 3.  USE OF ASSETS.........................................................................................3

SECTION 4.  ALTERATIONS...........................................................................................4

SECTION 5.  MAINTENANCE AND REPAIRS...............................................................................4

SECTION 6.  INDEMNITY AND INDEMNITY INSURANCE.....................................................................5

SECTION 7.  ASSIGNMENT............................................................................................6

SECTION 8.  CONDEMNATION..........................................................................................6

SECTION 9.  INTERFERENCE AND RF RADIATION.........................................................................7
         (a)        General.......................................................................................7
         (b)        RF Radiation..................................................................................7

SECTION 10.  FORCE MAJEURE........................................................................................7

SECTION 11.  MECHANICS' LIENS.....................................................................................7

SECTION 12.  LESSOR'S LIEN........................................................................................7

SECTION 13.  QUIET ENJOYMENT......................................................................................8

SECTION 14.  DEFAULT..............................................................................................8

SECTION 15.  SURRENDER OF LEASED ASSETS...........................................................................8

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SECTION 16.  NOTICES..............................................................................................8

SECTION 17.  PROPERTY INSURANCE...................................................................................9

SECTION 18.  TAXES...............................................................................................10

SECTION 19.  CAPTIONS............................................................................................10

SECTION 20.  COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES....................................................10

SECTION 21.  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND                                                           
COVENANTS........................................................................................................10

SECTION 22.  COUNTERPARTS........................................................................................10

SECTION 23.  ATTORNEYS FEES......................................................................................10

SECTION 24.  MISCELLANEOUS.......................................................................................10

SECTION 25.  ENTIRE AGREEMENT....................................................................................10

SECTION 26.  WAIVER OF JURY TRIAL................................................................................11

(ii)

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 LEASE AGREEMENT

  THIS LEASE is made and entered into as of this __________ day of
________, ____, by and between PAXSON COMMUNICATIONS OF TUCSON-46, INC., a      
Florida corporation (hereinafter referred to as "Lessor"), and CHANNEL 46 OF    
TUCSON, INC., a Delaware corporation (hereinafter referred to as "Lessee").     

STATEMENT OF FACTS

     A. Lessor, Lessee and Sungilt Corporation, Inc. ("SC") have entered
into a Stock Purchase Agreement dated as of August ____, 1997 ("Purchase        
Agreement").                                                                    

       B. Pursuant to the Purchase Agreement, Lessor and Lessee have entered
into a Construction Agreement, dated as of _____ __, 1997, which provides that  
Lessor and Lessee shall enter into a Lease Agreement pursuant to which Lessor   
shall lease to Lessee certain assets used or useful in the operation of new     
television station KXGR, Channel 46, Green Valley, Arizona (the "Station").     

C. Lessor and Lessee desire to set forth herein the terms and 
conditions of such Lease.                                                       

        NOW, THEREFORE, in consideration of the terms and conditions set forth
in this Lease, and other good and valuable consideration, the receipt and       
sufficiency of which are hereby acknowledged, the parties agree as follows:     

SECTION 1. TERM.                                              

          (a) Initial and Renewal Term. Lessee shall have the right to use
the assets described in Exhibit A hereto (the "Leased Assets") for an Initial   
Term commencing on the date hereof (the "Commencement Date") and expiring at    
12:00 Midnight on a date which is five years from the date hereof (the "Initial 
Term"), unless this Lease is sooner terminated as hereinafter provided and      
provided further that this Lease shall terminate upon the Second Closing as     
provided for in the Purchase Agreement or if SC is in default under the Purchase
Agreement. This Lease may be renewed for one additional one-year term (the      
"Renewal Term"), unless at least 90 days prior to the expiration of the Initial 
Term Lessor or Lessee shall have provided written notice to the other stating   
that it does not intend to renew this Lease for a Renewal Term. The Initial Term
and Renewal Term shall be subject to all of the terms and conditions set forth  
in this Lease.                                                                  

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               (b) Holding Over. If Lessee or anyone claiming under Lessee
shall remain in possession of the Leased Assets or any part thereof after the   
expiration of the Initial Term or the Renewal Term without any agreement in     
writing between the Lessor and Lessee with respect thereto, prior to acceptance 
of rent by Lessor, the person remaining in possession shall be deemed a holdover
lessee, and, after acceptance of rent by Lessor, the party remaining in         
possession of the Leased Assets shall be deemed a lessee from month-to-month,   
subject to the provisions of this Lease. The rental during any such period shall
equal one hundred twenty-five percent (125%) of the rental in effect immediately
preceding such expiration.                                                      

               (c) Automatic Termination. Notwithstanding anything in this
Lease to the contrary, this Lease shall automatically terminate upon the earlier
to occur of the Second Closing (as defined in the Purchase Agreement) or the    
termination of the Time Brokerage Agreement (as defined in the Purchase         
Agreement), and neither Lessor nor Lessee shall have any further obligations    
hereunder, except as provided in Section 3(b) and except that Lessee shall be   
responsible for any unpaid Rent.                                                

SECTION 2.  RENT AND TAXES.                                   

                (a) Rent for Initial and Renewal Terms. Lessee covenants and
agrees to pay Lessor for the use of the Leased Assets during the Initial Term   
and the Renewal Term the amounts set forth below (the "Rent"):                  

               (1) On or before the last day of the month in which the
Commencement Date falls, Lessee shall pay as Rent for each day of the period    
beginning on the Commencement Date and ending on the last day of such month the 
sum of _________ Dollars ($________).                                           

                    (2) Lessee shall pay to Lessor monthly Rent in the amount of
___________ Dollars ($________) (the "Base Rent") for the period beginning with 
the first full calendar month following the Commencement Date and continuing    
until the termination of this Lease.                                            

                   (3) In the event that this Lease is renewed, the Rent to be
paid by Lessee to Lessor during the Renewal Term shall be equal to the sum of   
the Base Rent plus the amount determined by multiplying the Base Rent by the    
percentage increase, if any, in the U.S. Department of Labor, Bureau of Labor   
Statistics, Revised All-Cities Consumer Price Index for the Tucson, Arizona     
metropolitan area (the "CPI") published immediately prior to the last day of the
Initial Term over the CPI published immediately prior to the                    

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Commencement Date. In no event shall the Rent to be paid by Lessee during the   
Renewal Term be less than the Base Rent.                                        

                   (4) If the CPI ceases to exist or is substantially changed,
Lessor shall substitute a similar index. Except as otherwise specifically       
provided herein, installments of Rent during the Initial Term and the Renewal   
Term shall be paid in advance in United States Dollars (without prior notice or 
invoice by Lessor) on or before the first of the month and any amounts which are
payable when invoiced hereunder shall be due within twenty (20) days after      
Lessee's receipt of such invoice.                                               

                (b) Security Deposit. As security for the timely performance
of Lessee's obligations hereunder, Lessee shall pay to Lessor on the            
Commencement Date the amount of __________ Dollars ($_______) which shall be    
held by Lessor as a security deposit for the Initial Term and the Renewal Term. 
Lessor shall be permitted to apply the security deposit to satisfy Lessee's     
obligations hereunder.                                                          

                 (c) Taxes. Lessee shall pay to Lessor, when invoiced, any and
all taxes and assessments levied or assessed on or against the use of the Leased
Assets and/or the rental payments due hereunder.                                

               (d) Payment. All monthly payments of rent or other sums due
Lessor hereunder shall be sent to or made at the offices of Lessor designated in
Section 16 hereof, or such other place as may be designated by Lessor from time 
to time.                                                                        

SECTION 3.  USE OF ASSETS.                                    

                 (a) Lessee shall have the right to use the Leased Assets only
for the purpose of constructing and operating the Station and for the           
construction and operation of transmit and receive towers, satellite receivers  
and associated equipment related to Lessee's operation of the Station.          

         (b) Lessee accepts the Leased Assets in their present
condition ("as is") and agrees that it will take good care of the Leased Assets,
subject to reasonable wear and tear, and that Lessee will return the Leased     
Assets to Lessor in the same condition as said Leased Assets were in at the time
control was turned over to Lessee, subject to reasonable wear and tear, and     
damage done by Lessor, if any. Furthermore, at Lessor's option, Lessee at its   
sole cost and expense shall remove or change all alterations made pursuant to   
Section 4(a) hereof so as to return said Leased Assets to Lessor in said same   
condition, subject to this subsection 3(b). Lessee agrees that it will comply   
with all laws, ordinances, orders, rules, regulations                           

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or requirements of all governmental authorities which are applicable to its use 
of the Leased Assets.                                                           

             (c) Lessee, at its own cost and expense, shall obtain and
maintain in effect any and all permits, licenses and approvals that are or may  
be required with respect to the construction or operation of the Station by each
governmental authority having jurisdiction over such construction or operation. 

SECTION 4.  ALTERATIONS.                                      

                 (a) Subject to Lessor's approval, which approval shall not be
unreasonably withheld, Lessee, at its own expense and subject to the provisions 
of Subsection 4(b) hereof, may make such alterations, additions, changes and    
improvements (herein called "Alterations") to the Leased Assets as Lessee may   
deem necessary or desirable, subject to Lessor's approval, which approval shall 
not be unreasonably withheld; provided that said Alterations shall not lessen   
the value of the Leased Assets.                                                 

            (b) Before Lessee may make any Alterations to the Leased
Assets in accordance with the rights granted by Subsection 4(a) hereof, Lessee  
shall submit to Lessor written specifications for such Alterations that are     
proposed for Lessor's approval. Lessor, within thirty (30) days after receipt by
it of the written specifications, shall notify Lessee whether it approves such  
Alterations. If Lessor fails to notify Lessee in writing within such thirty (30)
day period that it disapproves of such Alterations, Lessee may proceed to cause 
the Alterations to be made.                                                     

SECTION 5.  MAINTENANCE AND REPAIRS.                          

                  (a) Lessor shall be responsible for the repair and maintenance
of the Leased Assets. In the event that Lessee reasonably determines that a     
repair or replacement is needed and Lessor after written notice does not make   
said repair or replacement within a reasonable period of time, Lessee shall     
notify Lessor in writing that it considers said repair or replacement necessary 
and that it is contemplating making said repair. Lessee may then, at its option,
make such repair or replacement and charge the reasonable cost incurred to      
Lessor. It is agreed that nothing in the foregoing shall relieve Lessor from    
full performance of its obligations and that the remedy referred to above is in 
addition to any other remedy available to Lessee.                               

                  (b) If the Leased Assets shall be partially damaged by fire or
other cause without the fault or neglect of Lessee or its employees, agents,    
visitors or licensees, the Lessor shall proceed forthwith to replace or to      
repair the Leased Assets with reasonable                                        

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diligence at the expense of Lessor; provided, if the Leased Assets are to be    
replaced or repaired and are unusable in whole or in part following such damage,
the rent payable hereunder during the period in which they are unusable shall be
adjusted equitably; provided further, however, if the Leased Assets are totally 
damaged or rendered wholly unusable by fire or other cause, including, but not  
limited to, condemnation, and Lessor shall decide not to replace the same, then,
within ninety (90) days after such fire, casualty or condemnation, Lessor may   
give Lessee notice in writing of the decision not to replace, whereupon the     
Initial Term or Renewal Term of this Lease shall terminate, Lessee shall        
surrender the Leased Assets to Lessor, and rent shall be abated for the         
unexpired portion of this Lease, effective as of the date of said written notice
from Lessor, and Lessor shall have no further obligation or liability to Lessee.
It is agreed that nothing in this Subsection 5(b) shall require Lessor to       
replace or to repair any or all Alterations.                                    

              (c) Lessor will maintain the Leased Assets so as to comply
with existing rules and regulation imposed by any governmental authority having 
jurisdiction over the construction or operation of the Station, and make any    
repairs and modifications reasonably necessary to maintain the Leased Assets in 
good condition and in compliance with good broadcast engineering practices. In  
performance of its obligation to maintain and repair the Leased Assets, it may  
be necessary from time to time for Lessor to request that Lessee temporarily    
cease its broadcast operation, turn off electrical power and/or make other      
adjustments to its equipment and operations. Lessor agrees to schedule such     
work, as far as reasonably possible, from 1:00 A.M. to 5:00 A.M., and Lessor    
will not cause any temporary interruption of Lessee's broadcast operation under 
this provision unless such interruption is required by and consistent with good 
engineering practices. Lessee agrees to cooperate with Lessor and to comply with
and honor Lessor's reasonable requests for temporary cessation of its broadcast 
operation, to turn off electrical power and/or to make other adjustments to its 
equipment or operation, as necessary, to allow Lessor to perform such work in an
orderly and timely manner.                                                      

SECTION 6.  INDEMNITY AND INDEMNITY INSURANCE.                

                (a) Lessee shall indemnify and hold harmless Lessor from any
and all claims, expenses or liabilities, including reasonable attorneys' fees   
and court costs, for injuries to or death of persons, or damage to property     
arising out of or in connection with Lessee's use of the Leased Assets. Lessee  
further agrees to defend on behalf of Lessor all legal actions, if any, arising 
out of any such claim for such damages. Lessor shall not be liable for loss or  
damage sustained by Lessee by reason of business interruption resulting from any
or all acts or omissions of Lessor or violations by Lessor of any or all terms, 
covenants or conditions of this Lease.                                          

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              (b) Lessee agrees that it will, at its expense, obtain and
maintain during the Initial Term or Renewal Term public liability insurance     
against claims of injury to or death of persons, or damage to property arising  
out of or in connection with Lessee's use of the Leased Assets, naming Lessee   
and Lessor as insured persons. Such public liability insurance shall be with an 
insurer that Lessor finds reasonably satisfactory and shall have limits of not  
less than One Million Dollars ($1,000,000) with respect to claims of injury to  
or death of any number of persons in any one occurrence and not less than Two   
Hundred Thousand Dollars ($200,000) for property damage in any one occurrence.  
Lessee agrees to name Lessor as a co-insured party on any and all such public   
liability insurance policies. Satisfactory evidence of such coverage shall be   
submitted by Lessee to Lessor.                                                  

SECTION 7.  ASSIGNMENT.                                       

               (a) Lessee's Right to Assign. Neither this Lease nor any of
the rights, interests or obligations of Lessee hereunder shall be assigned,     
encumbered, hypothecated, subleased or otherwise transferred without the prior  
written consent of Lessor.                                                      

                 (b) This Lease shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.    

SECTION 8.  CONDEMNATION.                                     

                (a) If during the Initial Term or Renewal Term of this Lease
the Leased Assets or any portion thereof shall be appropriated by any           
corporation or authority having the right of eminent domain, or if access to the
Leased Assets is restricted by action of any such corporation or authority and  
reasonably comparable access is not made available to the Leased Assets, this   
Lease and all obligations of Lessor and Lessee hereunder shall cease and        
terminate as of the date the appropriating corporation or authority takes       
possession thereof or materially restricts access to the Leased Assets. All     
obligations of Lessee to pay any rents or other charges whatsoever under the    
terms of this Lease shall be apportioned as of such date in the same manner as  
if the Lease had expired on such date according to its terms.                   

         (b) Whenever used herein, the terms "appropriated" or
"appropriation" shall include any voluntary transfer of the Leased Assets or any
part thereof to any corporation or authority having the right of eminent domain 
as a result of a settlement of a threatened or pending appropriation action.    

                  (c) In the event of the appropriation of the whole or any part
of the Leased Assets, the amount received as compensation for the appropriation 
(including in the case of an appropriation of part of the Leased Assets, any    
amount allowed as damages to the                                                

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remainder) shall be paid in full to Lessor, subject, however, to any right of   
Lessee to receive any additional or specific award from the appropriating       
corporation or authority to which it might be entitled.                         

               (d) In any appropriation of the Leased Assets, Lessee shall
have the right to prove in the proceeding and to receive any award which may be 
for damages to or condemnation of Lessee's movable trade fixtures, equipment,   
furniture and furnishings and for moving and relocation expenses.               

SECTION 9.  INTERFERENCE AND RF RADIATION.                    

                 (a) General. Lessee will conduct its activities in accordance
with applicable requirements of the FCC and sound electronic and engineering    
practice.                                                                       

                 (b) RF Radiation. Lessee shall, at Lessee's expense, take all
actions required to ensure that Lessee's broadcast operation does not expose    
workers or the general public to levels of radio frequency radiation in excess  
of the "Radio Frequency Protection Guides" recommended in the American National 
Standard Safety Levels with Respect to Human Exposure to Radio Frequency        
Electromagnetic Fields, 300 kHz to 100 GHz (ANSI C95.1-1982) issued by the      
American National Standards Institute.                                          

        SECTION 10. FORCE MAJEURE. Neither Lessor nor Lessee shall be required
to perform any term, condition or covenant in this Lease so long as such        
performance is delayed or prevented by force majeure, which shall mean Acts of  
God, strikes, lockouts, material or labor restrictions by any governmental      
authority, civil riots, floods, and any other cause not reasonably within the   
control of Lessor or Lessee and which by the exercise of due diligence Lessor or
Lessee is unable, wholly or in part, to prevent or to overcome; provided,       
however, force majeure shall not excuse Lessee from its obligation to pay rent  
or other sums hereunder and Lessee shall be required to pay any and all rent and
such other sums as provided by this Lease.                                      

     SECTION 11. MECHANICS' LIENS. Lessee shall not suffer or permit any
mechanics' liens to be filed against the Leased Assets by reason of work, labor 
or materials supplied or claimed to have been supplied to Lessee that are not   
removed or for which adequate bond has not been provided within thirty (30) days
of such filing. Furthermore, if any such lien at any time shall be filed against
the Leased Assets, Lessee shall proceed with due diligence to cause the same to 
be discharged of record by payment, deposit, bond, order of court or otherwise. 

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      SECTION 12. LESSOR'S LIEN. Lessor shall have a first lien upon every
right and interest of Lessee to and in the Leased Assets for the payment of rent
and all other sums payable by Lessee hereunder and as security for the          
performance and observance of the agreements, conditions, and obligations of    
this Lease by and between Lessor and Lessee, dated the date hereof, which       
agreements, conditions, and obligations are to be performed and observed by     
Lessee.                                                                         

     SECTION 13. QUIET ENJOYMENT. Lessor covenants that, upon payment by
Lessee of all rents and the performance by Lessee of all obligations pursuant to
this Lease, Lessee shall and may peaceably and quietly have and enjoy the Leased
Assets for and during the Initial Term and any Renewal Term of this Lease,      
pursuant to the terms hereof, free from any hindrance from any person or persons
whomsoever claiming by, through or under Lessor.                                

      SECTION 14. DEFAULT. If the Lessee defaults in fulfilling any of its
material covenants or obligations hereunder, or if the Lessee does not fully    
make all payments of rent when due under this Lease, Lessor at its option may   
terminate and end this Lease and recover the Leased Assets provided that Lessee 
has been given written notice by Lessor and that Lessee has not made full       
payment of the rent and cured all other such defaults, if any, within fifteen   
(15) days following such notice. Furthermore, if Lessee fails to make a payment 
of Rent hereunder when due, Lessee shall be liable for and pay to Lessor a late 
payment charge at the rate of eighteen percent (18%) per annum, computed from   
the date said payment was due until the date said payment is actually made. In  
the event of a default hereunder, other than the nonpayment of rent or other    
monetary obligation, the Lessor shall have the right to terminate this Lease if 
Lessee does not cure such default within thirty (30) days of written notice from
Lessor. In the event of said defaults, in addition to said termination rights,  
Lessor shall have all other rights and remedies to which it may be entitled. A  
waiver by the Lessor of any breach of this Lease or any terms, conditions or    
promises herein contained must be in writing to be effective and shall not be or
construed to be a waiver of any subsequent breach of the same or any other term,
condition or promise herein and the payment by the Lessee and acceptance by the 
Lessor of rent hereunder shall not be construed to be a waiver of any breach of 
terms or conditions herein except as to the particular installment of rent so   
paid and accepted.                                                              

        SECTION 15. SURRENDER OF LEASED ASSETS. Lessee, upon the expiration of
the Initial Term or Renewal Term of this Lease or the earlier termination of    
this Lease, shall surrender to Lessor the Leased Assets in accordance with the  
terms and conditions provided for in Subsection 3(b) hereof.                    

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    SECTION 16. NOTICES. All notices, demands and requests required or
permitted to be given under the provisions of this Agreement shall be (i) in    
writing, delivered by personal delivery, or sent by commercial delivery service 
or certified mail, return receipt requested, (ii) deemed to have been given the 
date of personal delivery, or the date set forth in the records of the delivery 
service or on the return receipt, and (iii) addressed as follows:               

If to Lessor:              Paxson Communications of Tucson-46, Inc.             
601 Clearwater Park Road  
West Palm Beach, FL  33401
   Attention:   Lowell W. Paxson

with a copy                Dow, Lohnes & Albertson                              
(which shall               A Professional Limited Liability Company             
not constitute             1200 New Hampshire Avenue, N.W.                      
notice) to:                Suite 800                                            
  Washington, D.C.  20036-6802
           Attention:   John R. Feore, Jr., Esq.

If to Lessee:              Channel 46 of Tucson, Inc.                           
2309 N. Hampton Street    
Tucson, Arizona   85719   

with a copy                Booker Wade, Esquire                                 
(which shall               One Market Plaza                                     
not constitute             Stewart Street Tower, 9th Floor                      
notice) to:                San Francisco, CA   94107                            

or to any such other or additional persons and addresses as the parties may from
time to time designate in a writing delivered in accordance with this Section   
16.                                                                             

SECTION 17.  PROPERTY INSURANCE.                              

                (a) Lessor shall, at its expense, obtain and maintain during
the Initial Term and Renewal Term of this Lease, "All Risk", hazard insurance on
the Leased Assets. Such insurance shall cover at least all risks customarily    
insured against in the broadcasting industry, subject to standard deductibles.  

           (b) Lessee hereby releases Lessor from and holds Lessor
harmless against any and all claims that Lessee may hereafter have for loss,    
theft, disappearance, damage or                                                 

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destruction of the Leased Assets, regardless of the cause thereof.              
Notwithstanding the generality of the foregoing, this release shall not apply to
any grossly negligent, willful or wanton act of the Lessor, its employees,      
agents or representatives. In the event that insurance on the Leased Assets was 
in force at the time of such loss, theft, disappearance, damage or destruction, 
Lessee agrees to take all necessary action to make this release effective and   
binding upon its insurance carriers so that such carriers specifically waive all
right of subrogation, if any, that such carriers might otherwise have against   
Lessor and its employees, agents or contractors.                                

     SECTION 18. TAXES. During the term hereof, Lessor agrees to pay all
personal property taxes assessed against the Leased Assets within thirty (30)   
days of its receipt of a true and correct statement.                            

    SECTION 19. CAPTIONS. The captions or headings of sections in this
Lease are inserted for convenience only and shall not be considered in          
construing the provisions hereof.                                               

    SECTION 20. COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES. This
Lease shall inure to the benefit of and be binding upon the successors and      
assigns of Lessor and Lessee.                                                   

        SECTION 21. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. Any
and all representations, warranties and covenants contained in this Lease shall 
survive the execution of the Lease and shall continue in full force and effect  
during the Initial Term and any Renewal Term hereof.                            

       SECTION 22. COUNTERPARTS. More than one counterpart of this Lease may
be executed by the parties hereto and each duly executed counterpart shall be   
deemed an original.                                                             

  SECTION 23. ATTORNEYS FEES. In the event an action is brought to
enforce or construe any of the terms or conditions of this Lease, the prevailing
party shall be entitled to reasonable attorneys' fees and costs.                

SECTION 24. MISCELLANEOUS.                                    

                (a) This Lease shall be governed by the laws of the State of
Delaware and may be modified or amended only by a writing, signed by the party  
against whom the amendment or modification is sought to be enforced.            

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                (b) Failure of either party to exercise its rights hereunder
shall not operate as a waiver of the future exercise of such right.             

  SECTION 25. ENTIRE AGREEMENT. This Lease, including the exhibits
hereto, sets forth the entire understanding of the parties hereto at the time of
execution and delivery hereof with respect to the subject matter hereof.        

      SECTION 26. WAIVER OF JURY TRIAL. To the extent they may lawfully do
so, the parties hereto irrevocably waive all rights to a trial by jury in any   
proceeding hereinafter instituted by or against either party in respect of this 
Lease.                                                                          

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         IN WITNESS WHEREOF, the parties have executed this Lease as of the date
first set forth above.                                                          

                  CHANNEL 46 OF TUCSON, INC.

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

                                PAXSON COMMUNICATIONS OF TUCSON-46, INC.

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

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 EXHIBIT A

 Leased Assets

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EXHIBIT C 

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                                                                       EXHIBIT C

================================================================================

SHAREHOLDERS AGREEMENT

BY AND AMONG

 SUNGILT CORPORATION, INC.

PAXSON COMMUNICATIONS OF TUCSON-46, INC.

 AND

CHANNEL 46 OF TUCSON, INC.

 * * *

 _____________, 1997

================================================================================

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SHAREHOLDERS AGREEMENT

      This SHAREHOLDERS AGREEMENT (the "Agreement") is made as of the ____
day of __________, 199_, by and among Paxson Communications of Tucson-46, Inc., 
a Florida corporation ("Paxson"), Channel 46 of Tucson, Inc., a Delaware        
corporation (the "Company"), and Sungilt Corporation, Inc.. an ____________     
corporation ("SC"). SC and Paxson are sometimes referred to herein individually 
as "Shareholder" and collectively as "Shareholders."                            

 R E C I T A L S

  A. The Company holds a construction permit issued by the Federal
Communications Commission ("FCC") for new television station KXGR, Channel 46,  
Green Valley, Arizona (the "Station").                                          

    B. The Company's authorized capital stock consists of one thousand
(1,000) shares of voting common stock, all of which shares are issued and       
outstanding (the "Common Stock").                                               

     C. SC holds 510 shares of Common Stock (the "SC Stock") and, on the
date hereof, SC has conveyed to Paxson 490 shares of Common Stock (the "Paxson  
Stock").                                                                        

  D. Paxson, the Company and SC have entered into a Stock Purchase
Agreement ("Purchase Agreement") as of September __, 1997.                      

      E. The parties hereto desire to set forth certain understandings and
agreements relating to, among other things, the issuance and transfer of the    
capital stock of the Company.                                                   

        NOW, THEREFORE, in consideration of the mutual covenants, promises and
undertakings contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, SC, Paxson and the    
Company, intending to be legally bound, agree as follows:                       

ARTICLE I.  RESTRICTIONS                                                        

       Section 1.1 Scope of Agreement. This Agreement shall apply to (i) any
transfer of shares of Common Stock (now owned or hereafter acquired) and any    
other shares of capital stock of the Company, whether or not outstanding on the 
date hereof, by any Shareholder or any transferee or successor of any           
Shareholder, whether by sale, exchange, assignment, disposition, bequest, gift, 
pledge, mortgage, hypothecation or otherwise, whether voluntary,                

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involuntary or by operation of law, whether resulting from death, bankruptcy,   
insolvency or otherwise, and (ii) the issuance or transfer by the Company of any
shares of capital stock of the Company, whether or not authorized or outstanding
on the date hereof, or any options, warrants or any form of debt or equity      
presently or hereinafter convertible into shares of capital stock of the Company
(any and all such transfers in clauses (i) or (ii) are referred to hereinafter  
as a "Transfer").                                                               

Section 1.2  Transfer Restrictions.                           

                (a) Neither SC, Paxson nor the Company shall agree to, cause
or permit any Transfer.                                                         

                  (b) The restriction in Section 1.2(a) above shall not apply to
(i) any sale, transfer, assignment or disposition to a person or entity that    
controls, is controlled by or is under common control with SC or Paxson, as the 
case may be, or (ii) any sale, transfer, assignment or disposition of the Paxson
Stock resulting from the sale or transfer of all of the issued and outstanding  
stock of Paxson or any entity that owns or controls Paxson, or (iii) any sale or
transfer of the SC Stock to Paxson pursuant to the terms of the Stock Purchase  
Agreement dated as of March __, 1997, among the Company, Paxson and SC (the     
"Purchase Agreement").                                                          

                (c) No Transfer shall be effective unless a Transfer is made
pursuant to the terms of this Agreement, and the successors or assigns of SC or 
Paxson as a result of any Transfer permitted by the terms of this Agreement     
shall have duly executed a document evidencing their agreement to be bound by   
the terms of this Agreement.                                                    

  Section 1.3 Legends or Certificates. In order to effectuate this
Agreement, and to avoid any transfer of shares in violation of the Securities   
Act of 1933 or of the securities laws of any state, each certificate            
representing any share of capital stock of the Company shall bear legends in    
substantially the following form:                                               

        The Shares represented by this Certificate are subject to an Agreement
       dated August 20, 1996, entered into in order, inter alia, to restrict
     the transferability of such Shares. Said Agreement is automatically
  binding upon any person who acquires the Shares. Any transfer or
        acquisition in violation of such Agreement is null and void. A copy of
      the Agreement is available for inspection at the principal office of
the Company.                                                  

       THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY
NOT BE                                                        

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    TRANSFERRED OR SOLD UNLESS SO REGISTERED OR UNLESS AN EXEMPTION IS
AVAILABLE.                                                    

ARTICLE II.  REPRESENTATIONS AND WARRANTIES                                     

         Section 2.1 Representations and Warranties of SC. SC hereby represents,
warrants and agrees as follows:                                                 

                (a) SC is a corporation duly organized, validly existing and
in good standing under the laws of the State of _______.                        

              (b) SC has the corporate power and authority to enter into
this Agreement and carry out its obligations hereunder. The consummation of the 
transactions contemplated hereby, and all previous actions taken by SC with     
respect to such transactions, have been duly and validly authorized by SC's     
Board of Directors. No other corporate acts or proceedings on the part of SC are
necessary to authorize this Agreement or the consummation of the transactions   
contemplated hereby, or any previous actions taken by SC with respect to such   
transactions, and when duly executed and delivered by the parties hereto, this  
Agreement will constitute a valid and legally binding obligation of SC,         
enforceable against SC in accordance with its terms.                            

        (c) Neither the execution and delivery by SC of this
Agreement, the consummation by SC of the transactions contemplated hereby, any  
previous actions taken by SC with respect to such transactions, nor compliance  
by SC with any provision hereof, will violate or conflict with, or result in a  
breach of any provision or any of the terms, conditions or provisions of, the   
Articles of Incorporation or Bylaws of SC or any contracts, agreements or       
obligations of SC or by which SC is bound.                                      

        Section 2.2 Representations and Warranties of the Company. The Company
hereby represents, warrants and agrees as follows:                              

              (a) The Company is duly organized, validly existing and in
good standing under the laws of the State of Delaware.                          

                  (b) The Company has the corporate power and authority to enter
into this Agreement and carry out its obligations hereunder. The consummation of
the transactions contemplated hereby, and all previous actions taken by the     
Company with respect to such transactions, have been duly and validly authorized
by the Company's Board of Directors. No other corporate acts or proceedings on  
the part of the Company are necessary to authorize this Agreement or the        
consummation of the transactions contemplated hereby, or any previous actions   
taken by the Company with respect to such transactions, and when duly executed  
and delivered by the parties hereto, this Agreement will constitute a valid and 

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legally binding obligation of the Company, enforceable against the Company in   
accordance with its terms.                                                      

                 (c) Neither the execution and delivery by the Company of this
Agreement, the consummation by the Company of the transactions contemplated     
hereby, any previous actions taken by the Company with respect to such          
transactions, nor compliance by the Company with any provision hereof, will     
violate or conflict with, or result in a breach of any provision or any of the  
terms, conditions or provisions of, the Articles of Incorporation or the Bylaws 
of the Company or any other contracts, agreements or obligations of the Company 
or by which the Company is bound.                                               

       Section 2.3  Representations and Warranties of Paxson.  Paxson hereby
represents, warrants and agrees as follows:                                     

                (a) Paxson is a corporation duly organized, validly existing
and in good standing under the laws of the State of Florida.                    

                  (b) Paxson has the corporate power and authority to enter into
this Agreement and carry out its obligations hereunder. The consummation of the 
transactions contemplated hereby, and all previous actions taken by Paxson with 
respect to such transactions, have been duly and validly authorized by Paxson's 
Board of Directors. No other corporate acts or proceedings on the part of Paxson
are necessary to authorize this Agreement or the consummation of the            
transactions contemplated hereby, or any previous actions taken by Paxson with  
respect to such transactions, and when duly executed and delivered by the       
parties hereto, this Agreement will constitute a valid and legally binding      
obligation of Paxson, enforceable against Paxson in accordance with its terms.  

            (c) Neither the execution and delivery by Paxson of this
Agreement, the consummation by Paxson of the transactions contemplated hereby,  
any previous actions taken by Paxson with respect to such transactions, nor     
compliance by Paxson with any provision hereof, will violate or conflict with,  
or result in a breach of any of the terms, conditions, or provisions of, the    
Articles of Incorporation or Bylaws of Paxson or any contracts, agreements or   
obligations of Paxson or by which Paxson is bound.                              

ARTICLE III.  BOARD OF DIRECTORS.                                               

                 (a) The Board of Directors of the Company (the "Board") shall
have full discretion and authority with respect to the management, business and 
affairs of the Company. The Board shall have full right, power and authority in 
the management of the business and affairs of the Company and to do or cause to 
be done any and all acts deemed by the Board to be necessary or appropriate to  
effectuate the purposes of the Company.                                         

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               (b) Until such time as SC no longer holds the SC Stock, the
Board shall have three members, and SC shall be entitled to designate two       
members of the Board and their replacements or successors, if any, and Paxson   
shall be entitled to designate one member of the Board and his replacements or  
successors, if any. At such time as Paxson acquires the SC Stock, the Board     
shall have one member, and Paxson shall be entitled to designate such member of 
the Board and his replacements or successors, if any. Each member of the Board  
shall have one vote. A quorum of the Board shall be deemed present for the      
purpose of taking any action required to be taken by the Board if there are     
present, in person, or by video or audio conferencing, one member of the Board  
designated by SC and the member of the Board designated by Paxson. Any action   
taken by the Board shall be valid if approved by a majority of the Board members
present at any meeting of the Board at which a quorum is present.               

                 (c) Regular meetings of the Board regarding any matters shall
be held quarterly. Meetings of the Board may be called by any member of the     
Board by giving the other members written notice of the time, date, place and   
purpose of the meeting at least five days in advance thereof, or by giving      
telephonic notice of the same at least seventy-two hours in advance thereof. Any
Board member participating in a meeting of the Board shall be deemed to have    
waived notice of such meeting. Any meeting of the Board shall be held at such   
location as the Board may deem appropriate; provided, however, that any         
representative of the Board may, at its option, participate by video or audio   
conferencing or other comparable communications equipment. Any action required  
or permitted to be taken at any meeting of the Board may be taken without a     
meeting if a written consent to such action is signed by all members of the     
Board and such written consent is filed with the minutes of its proceedings. Any
member of the Board may appoint a proxy to act on his behalf at any meeting,    
provided that he delivers notice thereof to the other members of the Board prior
to the commencement of such meeting. The Board may adopt such other procedural  
rules with respect to the meetings and other conduct of the Board as it may deem
desirable.                                                                      

               (d) SC hereby designates Arlene Stevens and John Stevens as
its initial representatives, and Paxson hereby designates Lowell W. Paxson as   
its initial representative. Each Shareholder may, at its sole discretion, change
its respective designee or designees to the Board by giving written notice of   
such change to the other Shareholder.                                           

ARTICLE IV. OPERATIONAL PROVISIONS. While this Agreement is in effect, the      
following actions may be taken with respect to the Company only with the consent
of each Shareholder:                                                            

            (a) any fundamental change in the nature of the business
conducted by it;                                                                

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                  (b) a reorganization of its capital, a reclassification of its
interests or the consolidation or merger of it with another entity;             

               (c) any sale of all or a substantial portion of its assets;

                  (d) any transaction with an affiliate (as defined in the rules
under the Securities Act of 1933) of either Shareholder on terms less favorable 
to it than the terms available from an unrelated third party;                   

               (e) entering into any contract or agreement, other than the
Time Brokerage Agreement, Lease Agreement, and Construction Agreement (as       
defined in the Purchase Agreement), that involves over the term of the contract 
or agreement an aggregate expenditure by it of $25,000 or more;                 

                  (f) any individual capital expenditure in excess of $25,000 or
any series of related capital expenditures in excess of $50,000;                

                  (g) incurring any indebtedness for money borrowed in excess of
$25,000 or any increase, modification or extension of any indebtedness for      
borrowed money in excess of $25,000;                                            

           (h) settling any litigation that requires solely a cash
payment by the Company in excess of $25,000 or settling any litigation that     
requires a remedy other than solely a cash payment if that remedy could have a  
material adverse effect on the Company or the Station;                          

              (i) guaranteeing any obligation of any person in excess of
$10,000;                                                                        

             (j) doing any act in contravention of this Agreement, the
Delaware Corporation Law or the Certificate of Incorporation or By-laws of the  
Company;                                                                        

               (k) doing any act that would make it impossible to carry on
its business except upon its dissolution and liquidation;                       

               (l) confessing a judgement against it if the result thereof
could have a material adverse effect on it, the Station or any Shareholder;     

          (m) using any assets of the Station other than for its
benefit; or                                                                     

                (n) adopting an annual budget for the Station, provided that
the second annual budget shall equal the first annual budget plus CPI.          

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ARTICLE V. TERMINATION. This Agreement shall terminate and all rights and       
obligations hereunder shall cease upon the occurrence of any of the following   
events:                                                                         

              (a) The consummation of the sale of the SC Stock to Paxson
pursuant to the Purchase Agreement;                                             

            (b) The agreement in writing to terminate this Agreement
executed by each Shareholder;                                                   

                (c) The voluntary or involuntary dissolution of the Company.
This Agreement shall terminate with respect to any Shareholder upon the         
disposition by such Shareholder of its Common Stock in accordance with the terms
of this Agreement; provided, however, that this Agreement shall survive such    
termination and continue to be binding upon every Shareholder which is or will  
become a party hereto; or                                                       

                (d) Upon termination of the Purchase Agreement provided that
Paxson does not then own any common stock in the Company.                       

ARTICLE VI.  MISCELLANEOUS                                                      

      Section 6.1 Binding Effect. This Agreement shall be binding upon the
parties hereto and their successors and assigns. Each of the parties to this    
Agreement shall execute and deliver or cause to be executed and delivered any   
and all documents or legal instruments necessary to carry out the provisions    
hereof.                                                                         

Section 6.2 Enforceability. In the event any provision of this
Agreement is found to be unenforceable or invalid, such provisions shall be     
severable from this Agreement to the extent that it is a provision which is not 
essential and the absence of which would not have prevented the parties from    
entering into this Agreement. The unenforceability or invalidity of a provision 
which has been performed shall not be grounds for invalidation of this Agreement
under circumstances in which the true controversy between the parties does not  
involve such provision.                                                         

 Section 6.3 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware.                 

         Section 6.4 Modifications. This Agreement may not be modified, amended,
altered or supplemented except by a written agreement or other instrument signed
by the parties hereto.                                                          

         Section 6.5 Headings. Headings in this Agreement are for convenience or
reference only and shall not affect the construction or interpretation of this  
Agreement.                                                                      

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   Section 6.6  Entire Agreement. This Agreement represents the only
agreements and understandings between the parties hereto with respect to the    
subject matter hereof.                                                          

         Section 6.7  Attorneys' Fees. In the event any legal action is required
by a party to this Agreement to enforce the provisions hereof against one of the
other parties hereto, the prevailing party shall be entitled to recover its     
costs of legal action, including reasonable attorneys' fees, from the other     
party involved in such action.                                                  

        Section 6.8  Specific Performance. Each party hereto acknowledges that
there will be no adequate remedy at law if any other party hereto fails to      
perform any of its obligations hereunder and that each party will be irreparably
harmed by any such failure. Accordingly, each party hereto agrees that each     
party, in addition to any other remedy to which it may be entitled at law or in 
equity, shall be entitled to compel specific performance of the obligations of  
the other party or parties under this Agreement.                                

Section 6.9  Counterparts. This Agreement may be executed in  
counterparts, each of which shall be deemed to be an original, but all of which 
together shall constitute one and the same document.                            

       Section 6.10 Notices. All notices provided by this Agreement shall be
in writing and shall be given by certified mail (return receipt requested), by  
overnight delivery, shipment prepaid, or by personal delivery, by one party to  
another, addressed to such other party or parties at the applicable address set 
forth below:                                                                    

To SC and the Company at:                                     

Sungilt Corporation, Inc. 
2309 N. Hampton Street    
Tucson, AZ  85719         
Attention:  Arlene Stevens

with copy to:     Booker Wade, Esquire                        
One Market Plaza          
     Stewart Street Tower, 9th Floor
San Francisco, CA  94107  

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To Paxson at:                                                 

              Paxson Communications of Tucson-46, Inc.
601 Clearwater Park Road  
     West Palm Beach, Florida  33401
  Attention:  Lowell W. Paxson

with copy to:                                                 

John R. Feore, Jr.        
Dow, Lohnes & Albertson   
              A Professional Limited Liability Company
     1200 New Hampshire Avenue, N.W.
Suite 800                 
Washington, D.C.  20036   

or any replacement address of which SC, the Company or Paxson gives the other   
parties notice under this section.                                              

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      IN WITNESS WHEREOF, SC, Paxson and the Company have each caused this
Shareholders Agreement to be executed by a duly authorized officer thereof, as  
of the date first above written.                                                

                  CHANNEL 46 OF TUCSON, INC.

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

           SUNGILT CORPORATION

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

                PAXSON COMMUNICATIONS OF
       TUCSON-46, INC.

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

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EXHIBIT D 

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                                                                       EXHIBIT D

================================================================================

ESCROW AGREEMENT

BY AND AMONG

PAXSON COMMUNICATIONS OF
 TUCSON-46, INC.

 SUNGILT CORPORATION, INC.

CHANNEL 46 OF TUCSON, INC.

 AND

FIRST UNION NATIONAL BANK OF FLORIDA

 * * *

SEPTEMBER __, 1997

================================================================================

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                                                                       EXHIBIT D

ESCROW AGREEMENT

This ESCROW AGREEMENT is made and entered into this ___ day of
September, 1997, by and among CHANNEL 46 OF TUCSON, INC., a Delaware corporation
("Company"); PAXSON COMMUNICATIONS OF TUCSON-46, INC., a Florida corporation    
("Buyer"); SUNGILT CORPORATION, INC. ("Seller"); and FIRST UNION NATIONAL BANK  
OF FLORIDA ("Escrow Agent").                                                    

  WHEREAS, Buyer, Seller and the Company have entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") providing for the purchase  
by Buyer of the Stock of the Company owned by Seller.                           

         WHEREAS, the Stock Purchase Agreement provides that Buyer shall deposit
in escrow with the Escrow Agent the sum of One Hundred Thousand Dollars         
($100,000) (the "Escrow Fund") to be held and disbursed by the Escrow Agent as  
provided in Article 16 of the Stock Purchase Agreement and the terms hereof.    

NOW, THEREFORE, the parties hereto agree as follows:          

SECTION 1.  APPOINTMENT OF ESCROW AGENT                                         

        (a) Buyer and Seller each appoint First Union National Bank of Florida
as Escrow Agent to receive, hold, administer and deliver the Escrow Fund in     
accordance with this Agreement and the Escrow Agent accepts such appointment,   
all subject to and upon the terms and conditions set forth in this Agreement.   

        (b) The Escrow Agent shall invest and reinvest the Escrow Fund and the
interest earned thereon as directed by Buyer. Absent specific instructions from 
Buyer, the Escrow Agent shall invest the Escrow Fund and the interest earned    
thereon only in U.S. government obligations maturing not more than 90 days from 
the date of purchase or in a money market account investing solely in U.S.      
government obligations.                                                         

SECTION 2.  GENERAL INTENTION                                                   

        Buyer herewith deposits the Escrow Fund with the Escrow Agent, and the
Escrow Agent hereby acknowledges receipt of the Escrow Fund. The Escrow Agent   
shall dispose of the Escrow Fund and the interest earned thereon in accordance  
with the express provisions of this Agreement and, except as required by Section
3 of this Agreement, shall not make, be required to make or be liable in any    
manner for its failure to make, any determination under the Stock Purchase      
Agreement or any other agreement, including, without limitation, any            
determination of whether Buyer or Seller have complied with the terms of the    
Stock Purchase                                                                  

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Agreement or are entitled to delivery of the Escrow Fund and the interest earned
thereon or to any other right or remedy thereunder.                             

SECTION 3.  RELEASE OF ESCROW FUND                                              

         The Escrow Agent shall hold and disburse the Escrow Fund as provided in
this Section 3:                                                                 

    3.1 Seller's Demand. If the Escrow Agent receives a written notice
signed by Seller stating that Seller is entitled to any portion of the Escrow   
Fund and certifying that a copy of the notice has been delivered to Buyer in a  
manner specified in Section 6, the Escrow Agent shall deliver a copy thereof to 
Buyer in a manner specified in Section 6 and, unless the Escrow Agent receives a
written objection from Buyer within ten business days after the date of delivery
of the notice to Buyer as provided in Section 6, the Escrow Agent shall deliver 
to Seller the portion of the Escrow Fund claimed by Seller. If the Escrow Agent 
receives a written objection from Buyer, the Escrow Agent shall continue to hold
the Escrow Fund and the interest earned thereon until it has received written   
instructions signed by Seller and Buyer or a final, non-appealable order of a   
court of competent jurisdiction directing delivery of the Escrow Fund, in which 
case the Escrow Agent shall deliver the Escrow Fund and the interest earned     
thereon in accordance with the instructions or order.                           

   3.2 Buyer's Demand. If the Escrow Agent receives a written notice
signed by Buyer stating that Buyer is entitled to any portion of the Escrow Fund
and the interest earned thereon and certifying that a copy of the notice has    
been delivered to Seller in a manner specified in Section 6, the Escrow Agent   
shall deliver a copy thereof to Seller in a manner specified in Section 6 and,  
unless the Escrow Agent receives a written objection from Seller within ten     
business days after the date of delivery of the notice to Seller as provided in 
Section 6, the Escrow Agent shall deliver to Buyer the portion of the Escrow    
Fund and the interest earned thereon claimed by Buyer. If the Escrow Agent      
receives a written objection from Seller, the Escrow Agent shall continue to    
hold the Escrow Fund and the interest earned thereon until it has received      
written instructions signed by Seller and Buyer or a final, non-appealable order
of a court of competent jurisdiction directing delivery of the Escrow Fund and  
the interest earned thereon, in which case the Escrow Agent shall deliver the   
Escrow Fund and the interest earned thereon in accordance with the instructions 
or order.                                                                       

        3.3 Court Order or Joint Instructions. Notwithstanding anything to the
contrary in this Agreement:                                                     

            (a) The Escrow Agent may deposit the Escrow Fund and the
interest earned thereon with the clerk of any court of competent jurisdiction   
upon commencement of an action in the nature of interpleader or in the course of
any court proceedings involving the disbursement of the Escrow Fund and the     
interest earned thereon.                                                        

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         (b) If at any time the Escrow Agent receives a final,
non-appealable order of a court of competent jurisdiction or written            
instructions signed by Seller and Buyer, directing delivery of the Escrow Fund  
and the interest earned thereon, the Escrow Agent shall comply with the order or
instructions. Upon any delivery or deposit of the Escrow Fund and all interest  
earned thereon as provided in this Section 3, the Escrow Agent shall and will   
thereupon be released and discharged from any and all further obligations       
arising in connection with this Agreement without further documents or action by
Buyer or Seller.                                                                

        3.4 Partial Release of Escrow Fund. If the Escrow Agent disburses less
than all of the Escrow Fund pursuant to any demand, court order, or joint       
instructions in accordance with this Agreement, that portion of the Escrow Fund 
not disbursed shall continue to be held in escrow by the Escrow Agent subject to
the terms of this Agreement.                                                    

SECTION 4.  ESCROW AGENT                                                        

      4.1 Indemnification. The Escrow Agent shall not be liable under this
Agreement except for its own gross negligence or willful misconduct. Except with
respect to misconduct claims that are successfully asserted against the Escrow  
Agent, Buyer and Seller jointly and severally shall indemnify and hold harmless 
the Escrow Agent (and any successor Escrow Agent) from and against any and all  
losses, liabilities, claims, actions, damages and expenses, including reasonable
attorneys' fees and disbursement, arising out of or in connection with this     
Agreement.                                                                      

        4.2 Reliance. This Agreement expressly sets forth all of the duties of
the Escrow Agent with respect to any and all matters pertinent to this          
Agreement. In performing its duties hereunder, the Escrow Agent shall be        
entitled to rely upon any order, judgment, certification, demand, notice        
instrument or other writing delivered to it under this Agreement without being  
required to determine the authenticity or the correctness of any fact stated    
therein or the propriety or validity of the service thereof. The Escrow Agent   
may act in reliance upon any instrument or signature reasonably believed by it  
to be genuine and may assume that any person signing such instrument or         
purporting to give any notice hereunder has been duly authorized to do so.      

        4.3 Advice of Counsel. The Escrow Agent may act in good faith pursuant
to the advice of counsel with respect to any matter relating to this Agreement, 
including without limitation, any determination that a court order is final and 
non-appealable.                                                                 

         4.4 Resignation. The Escrow Agent may resign and be discharged from its
duties or obligations hereunder by giving written notice to Buyer and Seller of 
such resignation, specifying a date when such resignation shall take effect. In 
such case, Buyer and Seller shall mutually agree upon the selection of a        
successor Escrow Agent hereunder.                                               

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SECTION 5.  TERMINATION                                                         

         This Agreement shall be terminated (a) upon the disbursement or release
in accordance with this Agreement of the entire Escrow Fund and all interest    
earned thereon, including the deposit of the Escrow Fund with the clerk of any  
court of competent jurisdiction in accordance with Section 3 or (b) by written  
consent signed by all parties. This Agreement shall not otherwise be terminated.

SECTION 6.  NOTICES                                                             

      All notices, demands, and requests required or permitted to be given
under the provisions of this Agreement shall be (a) in writing, (b) 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 Seller:                       Sungilt Corporation, Inc.                   
              2309 N. Hampton Street
               Tucson, Arizona   85719
                  Facsimile:  ______________
                  Telephone:  ______________

If to Buyer:                        Paxson Communications of Tucson-46, Inc.    
                601 Clearwater Park Road
                  West Palm Beach, FL  33401
                    Attention:  Lowell W. Paxson
                  Facsimile:  (561) 655-9424
                  Telephone:  (561) 659-4122

If to Escrow Agent:                 First Union National Bank of Florida        
                         Corporate Trust Department FL0122
                     225 Water Street, Third Floor
               Jacksonville, FL  32202
                Attention:  Richard Hann
                  Facsimile:  (904) 361-7735
                  Telephone:  (904) 361-3160

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 6.     

SECTION 7.  ESCROW FEES                                                         

         Buyer shall pay any fees due to the Escrow Agent for the services to be
rendered by the Escrow Agent under this Agreement. Buyer and Seller shall share 
equally and pay for or                                                          

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reimburse the Escrow Agent upon request for all reasonable expenses, including  
reasonable attorneys' fees, incurred by it in the performance of its duties     
under this Agreement.                                                           

SECTION 8.   BENEFIT AND ASSIGNMENT                                             

        This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns. No party hereto 
may voluntarily or involuntarily assign its interests under this Agreement      
without the prior written consent of the other parties hereto.                  

SECTION 9.   GOVERNING LAW                                                      

   This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.                               

SECTION 10.  COUNTERPARTS                                                       

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

SECTION 11.  ENTIRE AGREEMENT                                                   

       This Agreement contains all the terms agreed upon by the parties with
respect to the subject matter hereof.                                           

SECTION 12.  AMENDMENTS                                                         

         Except as provided in Section 5, this Agreement may only be modified or
terminated by a writing signed by all the parties hereto, and no waiver         
hereunder shall be effective unless embodied in a writing signed by the party to
be charged.                                                                     

SECTION 13.  TAX REPORTING                                                      

    For tax reporting purposes, all interest earned on the Escrow Fund
shall be deemed to be for the account of Buyer.                                 

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       IN WITNESS WHEREOF, the parties hereto have duly executed this Escrow
Agreement as of the date first above written.                                   

                PAXSON COMMUNICATIONS OF
       TUCSON-46, INC.

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

                 SUNGILT CORPORATION, INC.

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

                  CHANNEL 46 OF TUCSON, INC.

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

                    FIRST UNION NATIONAL BANK OF
FLORIDA 

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

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SCHEDULE 5.6

ASSETS

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SCHEDULE 5.9

TRANSMITTER SITE

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SCHEDULE 6.7(F) 

OPINIONS OF COUNSEL TO SELLER AND THE COMPANY 
(INITIAL CLOSING) 

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SCHEDULE 6.7(f) 

FORM OF OPINION OF COUNSEL TO SELLER
AND THE COMPANY TO BE DELIVERED AT INITIAL CLOSING

_______________, 1997 

Paxson Communications of Tucson-46, Inc.                                        
601 Clearwater Park Road                                                        
West Palm Beach, FL 33401                                                       

         Re:      Stock Purchase Agreement dated as of_______________, 1997 (the
                  "Purchase Agreement"), by and among Sungilt Corporation, Inc.,
               a ______________________ corporation ("Seller"), Channel 46
                of Tucson, Inc., a Delaware corporation (the "Company"), and
       Paxson Communications of Tucson-46, Inc., a Florida
corporation ("Buyer").                      

Ladies and Gentlemen:                                                           

        We have acted as counsel for Seller and the Company in connection with
the transactions contemplated by the Purchase Agreement. This opinion is being  
delivered to you pursuant to Section 6.7(f) of the Purchase Agreement. All      
capitalized terms not defined in this opinion shall have the meanings set forth 
in the Purchase Agreement.                                                      

      In rendering this opinion, we have reviewed the following documents:

1.       the Purchase Agreement;                              
2.       the Construction Agreement;                          
3.       the Time Brokerage Agreement;                        
4.       the Shareholders Agreement;                          
5.       the Escrow Agreement;                                
6.       the Loan Documents;                                  
       7.       the Assignment of Construction Permit dated __________, 1997
between Seller and the Company;             
8.       the Tower Lease; and                                 
     9.       the stock power dated as of the date hereof from Seller to
     Buyer for the Initial Shares (the "Stock Power").

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Paxson Communications of Tucson-46, Inc.                                        
___________________, 1997                                                       
Page 2                                                                          

       The documents referred to in clauses 1 through 9 shall be referred to
herein as the "Transaction Documents."                                          

       In our examination of documents and records, we have assumed, without
investigation, the genuineness of all signatures, the legal capacity of natural 
persons, the authenticity of all documents submitted to us as originals, the    
conformity with originals of all documents submitted to us as telecopied,       
certified, photostatic or reproduced copies and the authenticity of all such    
documents.                                                                      

         In rendering this opinion, we have also assumed that (i) all parties to
the Transaction Documents (other than Seller and the Company) are duly          
organized, validly existing, and in good standing under the laws of their       
respective jurisdictions of organization and have the requisite power to enter  
into and perform the Transaction Documents, (ii) the execution and delivery of  
the Transaction Documents have been duly authorized by all necessary actions and
proceedings on the part of all parties thereto other than Seller and the        
Company, (iii) the Transaction Documents have been duly executed and delivered  
by all parties thereto other than Seller and the Company, and (iv) the          
Transaction Documents constitute legal, valid, binding and enforceable          
obligations of all parties thereto other than Seller and the Company.           

        With respect to questions of fact, we have relied, without independent
inquiry or verification by us, solely upon (a) the representations and          
warranties set forth in the Transaction Documents, (b) representations of       
officers of the Company and Seller and (c) certificates of public officials.    

       Our opinion is limited to matters arising under the laws of the State
of California, the General Corporation Law of the State of Delaware and the     
United States of America, including the Communications Act of 1934 and the rules
and regulations of the FCC, insofar as such laws apply. We express no opinion   
whatsoever as to any other laws or regulations or as to laws relating to choice 
of law or conflicts of law principles.                                          

       Based upon the foregoing, subject to the assumptions, limitations and
exceptions contained herein, we are of the opinion that:                        

        1.       The Company is a corporation duly organized, validly existing
and in good standing under the laws of Delaware and is qualified to conduct     
business as a foreign corporation in Arizona and is in good standing under the  
laws of Arizona. Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of ___________. Each of Seller and    
the Company has all requisite power and authority to execute and deliver the    
Transaction Documents and to perform and comply with                            

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Paxson Communications of Tucson-46, Inc.                                        
___________________, 1997                                                       
Page 3                                                                          

all of the terms, covenants, and conditions to be performed and complied with by
it thereunder.                                                                  

     2.       The execution, delivery and performance of the Transaction
Documents by the Company and Seller have been duly and validly authorized by all
necessary corporate actions on the part of the Company and Seller.              

3.       The Transaction Documents have been duly executed and
delivered by Seller and the Company and constitute legal, valid and binding     
obligations of Seller and the Company, enforceable against them in accordance   
with their terms, except that such enforcement may be subject to bankruptcy,    
fraudulent conveyance, insolvency, reorganization, moratorium or other similar  
laws now or hereafter in effect relating to creditors' rights generally and to  
limitations on the availability of equitable remedies.                          

    4.       The execution, delivery and performance by Seller and the
Company of the Transaction Documents and the transactions contemplated thereby  
will not violate, conflict with or cause a default under: (a) any provision of  
the Certificate of Incorporation and By-Laws of the Company and Seller; (b) any 
statute, law, regulation or rule or any judgment, decree or order binding upon  
Seller or the Company; or (c) to the best of our knowledge, any contract,       
agreement or commitment to which Seller or the Company is a party or by which it
is bound.                                                                       

      5.       To our knowledge, there is no judgment, award, order, writ,
injunction, arbitration decision or decree materially and adversely affecting   
the conduct of the business of the Station, or any litigation, proceeding or    
investigation pending or threatened against the Company, except as specifically 
identified in Attachment A hereto and except for proceedings of general         
applicability to the broadcast industry.                                        

       6.       Based on our review of information publicly available at the
FCC and our internal files and records and inquiry to Seller and officers of the
Company, (a) the Company is the holder of the Construction Permit, (b) the      
Construction Permit is in full force and effect, and (c) the Construction Permit
is not subject to any condition or requirement, other than conditions or        
requirements that appear on the face of the Construction Permit or pertain under
generally applicable rules or policies of the FCC. The Extension Application has
been granted and such grant has become a Final Order.                           

        7.       The Pro Forma FCC Consent has been obtained, is in full force
and effect and no requests have been filed for administrative or judicial       
review, reconsideration, appeal or stay of the Pro Forma FCC Consent.           

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Paxson Communications of Tucson-46, Inc.                                        
___________________, 1997                                                       
Page 4                                                                          

       8.       The Pledge Agreement included among the Loan Documents is in
form sufficient to create in favor of Buyer a perfected first priority security 
interest in all of the capital stock of the Company owned by Seller as security 
for the obligations of Seller under the promissory note dated as of the date    
hereof from Seller to Buyer.                                                    

        9.       Based on a review of the minute books and stock ledger of the
Company, the authorized capital stock of the Company consists of 1,000 shares of
voting common stock, all of which are issued and outstanding. All such shares   
have been validly issued and are fully paid and nonassessable. Upon delivery to 
Buyer of the stock certificate representing the Initial Shares, the Stock Power 
is in form sufficient to convey good and marketable title to Buyer to the       
Initial Shares.                                                                 

         The information set forth herein is as of the date hereof. We assume no
obligation to advise you of changes which may thereafter may be brought to our  
attention. Our opinions are based on statutory and judicial decisions in effect 
at the date hereof, and we do not opine with respect to any law, regulation,    
rule or governmental policy which may be enacted or adopted after the date      
hereof, nor assume any responsibility to advise you of future changes in our    
opinions.                                                                       

   This letter is solely for your information in connection with the
consummation of the transactions contemplated by the Transaction Documents and  
is not to be quoted in whole or in part or otherwise referred to in any of your 
financial statements or public releases, nor is it to be filed with any         
governmental agency or other person without the prior written consent of a      
partner of this firm.                                                           

                           Very truly yours,

                          [              ]

             By:
                                            --------------------------

                                                   , Partner
                              ------------

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SCHEDULE 7.3(d) 

 Opinion of Counsel to Buyer
(Initial Closing) 

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Schedule 7.3(d) 
Form of Buyer's Opinion 
To Be Delivered at Initial Closing

___________________, 1997 

Sungilt Corporation, Inc.                                                       
2309 N. Hampton Street                                                          
Tucson, Arizona 85719                                                           

     Re:      Stock Purchase Agreement dated as of ____________________,
         1997 (the "Purchase Agreement"), by and among Sungilt
           Corporation, Inc., a ______________________ corporation
                  ("Seller"), Channel 46 of Tucson, Inc., a Delaware corporation
                  (the "Company"), and Paxson Communications of Tucson-46, Inc.,
a Florida corporation ("Buyer").            

Dear Ladies and Gentlemen:                                                      

   We have acted as special counsel for Buyer in connection with the
transactions contemplated by the Purchase Agreement. This opinion is being      
delivered to you pursuant to Section 7.3(d) of the Purchase Agreement. All      
capitalized terms not defined in this opinion shall have the meanings set forth 
in the Purchase Agreement.                                                      

      In rendering this opinion, we have reviewed the following documents:

1.       the Purchase Agreement;                              
2.       the Construction Agreement;                          
3.       the Time Brokerage Agreement;                        
4.       the Shareholders Agreement;                          
5.       the Escrow Agreement;                                
       6.       a certificate dated as of ____________ from the Secretary of
                State of Florida relating to the good standing of Buyer (the
"Florida Good Standing Certificate");       
         7.       a certificate dated as of _________________ from the Secretary
              of State of Arizona relating to the good standing of Buyer
(the "Arizona Good Standing Certificate");  
         8.       the Articles of Incorporation and the Bylaws of Buyer, each in
                 the form certified to us by the Secretary of Buyer to be true
               and complete and in effect on the date of this opinion; and

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Sungilt Corporation, Inc.                                                       

Page 2                                                                          

         9.       resolutions of the Board of Directors of Buyer certified to us
              by the Secretary of Buyer to be true and complete, to have
                been duly adopted by the Board of Directors of Buyer, and to
                be in full force and effect (without having been modified or
rescinded) on the date of this opinion.     

       The documents referred to in clauses 1 through 5 shall be referred to
herein as the "Transaction Documents."                                          

       In our examination of documents and records, we have assumed, without
investigation, the genuineness of all signatures, the legal capacity of natural 
persons, the authenticity of all documents submitted to us as originals, the    
conformity with originals of all documents submitted to us as telecopied,       
certified, photostatic or reproduced copies and the authenticity of all such    
documents.                                                                      

         In rendering this opinion, we have also assumed that (i) all parties to
the Transaction Documents (other than Buyer) are duly organized, validly        
existing, and in good standing under the laws of their respective jurisdictions 
of organization and have the requisite power to enter into and perform the      
Transaction Documents, (ii) the execution and delivery of the Transaction       
Documents have been duly authorized by all necessary action and proceedings on  
the part of all parties thereto other than Buyer, (iii) the Transaction         
Documents have been duly executed and delivered by all parties thereto other    
than Buyer, and (iv) the Transaction Documents constitute legal, valid, binding 
and enforceable obligations of all parties thereto other than Buyer.            

        With respect to questions of fact, we have relied, without independent
inquiry or verification by us, solely upon (a) the representations and          
warranties set forth in the Transaction Documents, (b) representations of       
officers of Buyer and (c) certificates of public officials.                     

     This opinion is limited to the law of the District of Columbia, the
Florida Business Corporation Act and the federal law of the United States of    
America, insofar as such laws apply (collectively, "Applicable Law"), except    
that Applicable Law includes only those laws and regulations that a lawyer      
exercising customary professional diligence would reasonably recognize as being 
directly applicable to the transactions contemplated by the Transaction         
Documents and excludes those set forth in Section 19 of the Legal Opinion Accord
of the American Bar Association Section of Business Law (1991). We do not       
purport to be experts in the laws of the State of Florida, nor are we familiar  
with judicial interpretations of the laws of Florida, including the Florida     
Business Corporation Act. We have reviewed the text of the Florida Business     
Corporation Act and applied it to the                                           

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Sungilt Corporation, Inc.                                                       

Page 3                                                                          

transactions described herein in light of our knowledge of the law of other     
jurisdictions. We note that the Transaction Documents by their terms provide    
that they are to be governed by the laws of the State of Delaware. Our opinion  
in paragraph 3 is given as if the Transaction Documents were to be governed by  
the laws of the District of Columbia rather than the laws of the State of       
Delaware or the laws of any other state. We express no opinion as to conflicts  
of law rules, or the laws of any states or jurisdictions other than as specified
above. Additional limitations are set forth in the text of the opinion.         

       Based upon the foregoing, subject to the assumptions, limitations and
exceptions contained herein, we are of the opinion that:                        

  1.       Based solely upon a review of the Florida Good Standing
Certificate, Buyer is a corporation duly organized and in good standing under   
the laws of the State of Florida and based solely upon a review of the Arizona  
Good Standing Certificate, Buyer is duly qualified to do business as a foreign  
corporation in the State of Arizona and is in good standing under the laws of   
the State of Arizona.                                                           

         2.       Buyer has full corporate power and authority under the Florida
Business Corporation Act, its Articles of Incorporation and its Bylaws to       
execute, deliver and perform the Purchase Agreement and the other Transaction   
Documents. Buyer's execution, delivery and performance of the Purchase Agreement
and the other Transaction Documents have been duly and validly authorized by all
necessary corporate action on the part of Buyer under the Florida Business      
Corporation Act, its Articles of Incorporation and its Bylaws.                  

   3.       The Purchase Agreement and each of the other Transaction
Documents have been duly executed and delivered by Buyer and constitute the     
valid and binding obligation of Buyer, enforceable against Buyer in accordance  
with their respective terms subject to (i) bankruptcy, insolvency,              
reorganization, moratorium and other similar laws now or hereinafter in effect  
relating to creditors' rights and (ii) certain equitable defenses and the       
discretion of the court before which any proceeding therefor may be brought.    

  4.       The execution, delivery and performance by Buyer of the
Purchase Agreement and the other Transaction Documents (a) do not violate any   
provisions of Buyer's Articles of Incorporation or Bylaws and (b) do not violate
any Applicable Law or any judgment, order, injunction or decree which is        
applicable to Buyer and known to us.                                            

         The information set forth herein is as of the date hereof. We assume no
obligation to advise you of changes which may hereafter be brought to our       
attention. Our opinions are based on statutory provisions and judicial decisions
in effect at the date hereof,                                                   

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Sungilt Corporation, Inc.                                                       

Page 4                                                                          

and we do not opine with respect to any law, regulation, rule or governmental   
policy which may be enacted or adopted after the date hereof nor assume any     
responsibility to advise you of future changes in our opinions.                 

   This letter is solely for your information in connection with the
consummation of the transactions contemplated by the Purchase Agreement and is  
not to be quoted in whole or in part or otherwise referred to in any of your    
financial statements or public releases, nor is it to be filed with any         
governmental agency or other person without the prior written consent of a      
member of this firm. This opinion may not be relied upon by any person or entity
other than the person to whom it is addressed.                                  

         Very truly yours,

                     DOW, LOHNES & ALBERTSON, PLLC

By:     
                               -----------------------------
                            John R. Feore, Jr., Member

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SCHEDULE 12.5(H)

OPINIONS OF COUNSEL TO SELLER AND THE COMPANY 
(SECOND CLOSING)

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SCHEDULE 12.5(h)

FORM OF OPINION OF COUNSEL TO SELLER
AND THE COMPANY TO BE DELIVERED AT SECOND CLOSING 

__________________, _____   

Paxson Communications of Tucson-46, Inc.                                        
601 Clearwater Park Road                                                        
West Palm Beach, FL 33401                                                       

       Re:         Stock Purchase Agreement dated as of ____________, 1997
            (the "Purchase Agreement"), by and among Sungilt
             Corporation, Inc., a ________________ corporation
              ("Seller"), Channel 46 of Tucson, Inc., a Delaware
                     corporation (the "Company"), and Paxson Communications of
             Tucson-46, Inc., a Florida corporation ("Buyer").

Ladies and Gentlemen:                                                           

     We have acted as counsel for Seller and the Company in connection
with the transactions contemplated by the Purchase Agreement. This opinion is   
being delivered to you pursuant to Section 12.5(h) of the Purchase Agreement.   
All capitalized terms not defined in this opinion shall have the meanings set   
forth in the Purchase Agreement.                                                

        In rendering this opinion, we have reviewed the following documents:

1.  the Purchase Agreement; and                             
2.  the stock power dated as of the date hereof from Seller 
to Buyer for the Option Shares (the "Stock Power"). 

     The documents referred to in clauses 1 and 2 shall be referred to
herein as the "Transaction Documents."                                          

         In our examination of documents and records, we have assumed, without
investigation, the genuineness of all signatures, the legal capacity of natural 
persons, the authenticity of all documents submitted to us as originals, the    
conformity with originals of all documents submitted to us as telecopied,       
certified, photostatic or reproduced copies and the authenticity of all such    
documents.                                                                      

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Paxson Communications of Tucson-46, Inc.                                        

________________, ____                                                          
Page 2                                                                          

        In rendering this opinion, we have also assumed that (i) all parties
to the Transaction Documents (other than Seller and the Company) are duly       
organized, validly existing, and in good standing under the laws of their       
respective jurisdictions of organization and have the requisite power to enter  
into and perform the Transaction Documents, (ii) the execution and delivery of  
the Transaction Documents have been duly authorized by all necessary actions    
and proceedings on the part of all parties thereto other than Seller and the    
Company, (iii) the Transaction Documents have been duly executed and delivered  
by all parties thereto other than Seller and the Company, and (iv) the          
Transaction Documents constitute legal, valid, binding and enforceable          
obligations of all parties thereto other than Seller and the Company.           

With respect to questions of fact, we have relied, without  
independent inquiry or verification by us, solely upon (a) the representations  
and warranties set forth in the Transaction Documents, (b) representations of   
Seller and of officers of the Company and (c) certificates of public officials. 

         Our opinion is limited to matters arising under the laws of the State
of California, the General Corporation Law of the State of Delaware and the     
United States of America, including the Communications Act of 1934 and the      
rules and regulations of the FCC, insofar as such laws apply. We express no     
opinion whatsoever as to any other laws or regulations or as to laws relating   
to choice of law or conflicts of law principles.                                

         Based upon the foregoing, subject to the assumptions, limitations and
exceptions contained herein, we are of the opinion that:                        

    1.          The Company is a corporation duly organized, validly
existing and in good standing under the laws of Delaware and is qualified to    
conduct business as a foreign corporation in Arizona and is in good standing    
under the laws of Arizona. Seller is a corporation duly organized, validly      
existing and in good standing under the laws of __________________________.     
Each of Seller and the Company has all requisite power and authority to execute 
and deliver the Transaction Documents and to perform and comply with all of     
the terms, covenants, and conditions to be performed and complied with by it    
thereunder.                                                                     

2.          The execution, delivery and performance of the  
Transaction Documents by the Company and Seller have been duly and validly      
authorized by all necessary corporate actions on the part of the Company and    
Seller.                                                                         

     3.          The Transaction Documents have been duly executed and
delivered by Seller and the Company and constitute legal, valid and binding     
obligations of Seller and the                                                   

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Paxson Communications of Tucson-46, Inc.                                        

_________________, ______                                                       
Page 3                                                                          

Company, enforceable against them in accordance with their terms, except that   
such enforcement may be subject to bankruptcy, fraudulent conveyance,           
insolvency, reorganization, moratorium or other similar laws now or hereafter   
in effect relating to creditors' rights generally and to limitations on the     
availability of equitable remedies.                                             

         4.          The execution, delivery and performance by Seller and the
Company of the Transaction Documents and the transactions contemplated thereby  
will not violate, conflict with or cause a default under: (a) any provision of  
the Certificate of Incorporation and By-Laws of the Company or Seller; (b) any  
statute, law, regulation or rule or any judgment, decree or order binding upon  
Seller or the Company; or (c) to the best of our knowledge, any contract,       
agreement or commitment to which Seller or the Company is a party or by which   
it is bound.                                                                    

     5.          To our knowledge, there is no judgment, award, order,
writ, injunction, arbitration decision or decree materially and adversely       
affecting the conduct of the business of the Station, or any litigation,        
proceeding or investigation pending or threatened against the Company, except   
as specifically identified in Attachment A hereto and except for proceedings of 
general applicability to the broadcast industry.                                

        6.          Based on our review of information publicly available at
the FCC and our internal files and records and inquiry to officers of the       
Company and Seller, (a) the Company is the holder of the FCC licenses set forth 
on Attachment A hereto (the "FCC Licenses"), (b) the FCC Licenses are in full   
force and effect, and (c) the FCC Licenses are not subject to any condition or  
requirement, other than conditions or requirements that appear on the face of   
the FCC Licenses or pertain under generally applicable rules or policies of the 
FCC.                                                                            

       7.          The FCC Consent has been obtained, is in full force and
effect and no requests have been filed for administrative or judicial review,   
reconsideration, appeal or stay of the FCC Consent.                             

         8.          Based on a review of the minute books and stock ledger of
the Company, the authorized capital stock of the Company consists of 1,000      
shares of voting common stock, all of which are issued and outstanding. All     
such shares have been validly issued and are fully paid and nonassessable. Upon 
delivery to Buyer of the stock certificate representing the Option Shares, the  
Stock Power is in form sufficient to convey good and marketable title to Buyer  
to the Option Shares.                                                           

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Paxson Communications of Tucson-46, Inc.                                        

__________________, _____                                                       
Page 4                                                                          

        The information set forth herein is as of the date hereof. We assume
no obligation to advise you of changes which may thereafter may be brought to   
our attention. Our opinions are based on statutory and judicial decisions in    
effect at the date hereof, and we do not opine with respect to any law,         
regulation, rule or governmental policy which may be enacted or adopted after   
the date hereof, nor assume any responsibility to advise you of future changes  
in our opinions.                                                                

     This letter is solely for your information in connection with the
consummation of the transactions contemplated by the Transaction Documents and  
is not to be quoted in whole or in part or otherwise referred to in any of your 
financial statements or public releases, nor is it to be filed with any         
governmental agency or other person without the prior written consent of a      
partner of this firm.                                                           

                 Very truly yours,

          [        ]

   By:
                                   -----------------------------
                               , Partner
              --------

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SCHEDULE 13.5(D)

OPINION OF COUNSEL TO BUYER 
(SECOND CLOSING)

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Schedule 13.5(d)
 Form of Buyer's Opinion
 To Be Delivered at Second Closing

___________________, _____

Sungilt Corporation, Inc.                                                       
2309 N. Hampton Street                                                          
Tucson, Arizona 85719                                                           
Attention: Arlene Stevens                                                       

         Re:      Stock Purchase Agreement dated as of ______________, 1997 (the
                  "Purchase Agreement"), by and among Sungilt Corporation, Inc.,
               a ___________________ corporation ("Seller"), Channel 46 of
             Tucson, Inc., a Delaware corporation (the "Company"), and
       Paxson Communications of Tucson-46, Inc., a Florida
corporation ("Buyer").                      

Dear Ladies and Gentlemen:                                                      

   We have acted as special counsel for Buyer in connection with the
transactions contemplated by the Purchase Agreement. This opinion is being      
delivered to you pursuant to Section 13.5(d) of the Purchase Agreement. All     
capitalized terms not defined in this opinion shall have the meanings set forth 
in the Purchase Agreement.                                                      

      In rendering this opinion, we have reviewed the following documents:

1.       the Purchase Agreement;                              
        2.       a certificate dated as of ________________ from the Secretary
              of State of Florida relating to the good standing of Buyer
(the "Florida Good Standing Certificate");  
3.       a certificate dated as of ________________ from the  
               Secretary of State of Arizona relating to the good standing
       of Buyer (the "Arizona Good Standing Certificate");
         4.       the Articles of Incorporation and the Bylaws of Buyer, each in
                 the form certified to us by the Secretary of Buyer to be true
               and complete and in effect on the date of this opinion; and
         5.       resolutions of the Board of Directors of Buyer certified to us
              by the Secretary of Buyer to be true and complete, to have
been duly adopted                           

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Sungilt Corporation, Inc                                                        

Page 2                                                                          

               by the Board of Directors of Buyer, and to be in full force
                 and effect (without having been modified or rescinded) on the
date of this opinion.                       

       In our examination of documents and records, we have assumed, without
investigation, the genuineness of all signatures, the legal capacity of natural 
persons, the authenticity of all documents submitted to us as originals, the    
conformity with originals of all documents submitted to us as telecopied,       
certified, photostatic or reproduced copies and the authenticity of all such    
documents.                                                                      

         In rendering this opinion, we have also assumed that (i) all parties to
the Purchase Agreement (other than Buyer) are duly organized, validly existing, 
and in good standing under the laws of their respective jurisdictions of        
organization and have the requisite power to enter into and perform the Purchase
Agreement, (ii) the execution and delivery of the Purchase Agreement has been   
duly authorized by all necessary action and proceedings on the part of all      
parties thereto other than Buyer, (iii) the Purchase Agreement has been duly    
executed and delivered by all parties thereto other than Buyer, and (iv) the    
Purchase Agreement constitutes the legal, valid, binding and enforceable        
obligations of all parties thereto other than Buyer.                            

        With respect to questions of fact, we have relied, without independent
inquiry or verification by us, solely upon (a) the representations and          
warranties set forth in the Purchase Agreement, (b) representations of officers 
of Buyer and (c) certificates of public officials                               

     This opinion is limited to the law of the District of Columbia, the
Florida Business Corporation Act and the federal law of the United States of    
America, insofar as such laws apply (collectively, "Applicable Law"), except    
that Applicable Law includes only those laws and regulations that a lawyer      
exercising customary professional diligence would reasonably recognize as being 
directly applicable to the transactions contemplated by the Purchase Agreement  
and excludes those set forth in Section 19 of the Legal Opinion Accord of the   
American Bar Association Section of Business Law (1991). We do not purport to be
experts in the laws of the State of Florida, nor are we familiar with judicial  
interpretations of the laws of Florida, including the Florida Business          
Corporation Act. We have reviewed the text of the Florida Business Corporation  
Act and applied it to the transactions described herein in light of our         
knowledge of the law of other jurisdictions. We note that the Purchase Agreement
by its terms provides that it is to be governed by the laws of the State of     
Delaware. Our opinion in paragraph 3 is given as if the Purchase Agreement were 
to be governed by the laws of the District of Columbia rather than the laws of  
the State of Delaware or the laws of any other state. We express no opinion as  
to conflicts of law rules,                                                      

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Sungilt Corporation, Inc                                                        

Page 3                                                                          

or the laws of any states or jurisdictions other than as specified above.       
Additional limitations are set forth in the text of the opinion.                

       Based upon the foregoing, subject to the assumptions, limitations and
exceptions contained herein, we are of the opinion that:                        

  1.       Based solely upon a review of the Florida Good Standing
Certificate, Buyer is a corporation duly organized and in good standing under   
the laws of the State of Florida and based solely upon a review of the Arizona  
Good Standing Certificate, Buyer is duly qualified to do business as a foreign  
corporation in the State of Arizona and is in good standing under the laws of   
the State of Arizona.                                                           

         2.       Buyer has full corporate power and authority under the Florida
Business Corporation Act, its Articles of Incorporation and its Bylaws to       
execute, deliver and perform the Purchase Agreement. Buyer's execution, delivery
and performance of the Purchase Agreement have been duly and validly authorized 
by all necessary corporate action on the part of Buyer under the Florida        
Business Corporation Act, its Articles of Incorporation and its Bylaws.         

         3.       The Purchase Agreement has been duly executed and delivered by
Buyer and constitutes the valid and binding obligation of Buyer, enforceable    
against Buyer in accordance with its respective terms subject to (i) bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or hereinafter
in effect relating to creditors' rights and (ii) certain equitable defenses and 
the discretion of the court before which any proceeding therefor may be brought.

  4.       The execution, delivery and performance by Buyer of the
Purchase Agreement (a) do not violate any provisions of Buyer's Articles of     
Incorporation or Bylaws and (b) do not violate any Applicable Law or any        
judgment, order, injunction or decree which is applicable to Buyer and known to 
us.                                                                             

         The information set forth herein is as of the date hereof. We assume no
obligation to advise you of changes which may hereafter be brought to our       
attention. Our opinions are based on statutory provisions and judicial decisions
in effect at the date hereof, and we do not opine with respect to any law,      
regulation, rule or governmental policy which may be enacted or adopted after   
the date hereof nor assume any responsibility to advise you of future changes in
our opinions.                                                                   

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Sungilt Corporation, Inc                                                        

Page 4                                                                          

   This letter is solely for your information in connection with the
consummation of the transactions contemplated by the Purchase Agreement and is  
not to be quoted in whole or in part or otherwise referred to in any of your    
financial statements or public releases, nor is it to be filed with any         
governmental agency or other person without the prior written consent of a      
member of this firm. This opinion may not be relied upon by any person or entity
other than the person to whom it is addressed.                                  

         Very truly yours,

                     DOW, LOHNES & ALBERTSON, PLLC

By:     
                                     ---------------------------------
                              John R. Feore, Jr., Member

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		12/31/98		34					10-K
		11/19/97
Filed on:		11/14/97
For Period End:		9/30/97
		9/9/97		1
		8/20/96		101
									List all Filings