Sinclair Broadcast Group Inc · 10-K · For 12/31/97 · EX-10.58

Filed On 3/18/98   ·   SEC File 0-26076   ·   Accession Number 1005150-98-185

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                        108    727K 
 2: EX-10.56    Material Contract                                     48    205K 
 3: EX-10.57    Material Contract                                     27    128K 
 4: EX-10.58    Material Contract                                     33    123K 
 5: EX-10.59    Material Contract                                     83    309K 
 6: EX-10.60    Material Contract                                     77    274K 
 7: EX-10.61    Material Contract                                     87    311K 
 8: EX-10.62    Material Contract                                     53    182K 
 9: EX-10.63    Material Contract                                    103    356K 
10: EX-10.64    Material Contract                                     56    216K 
11: EX-10.65    Material Contract                                     90    335K 
13: EX-10.66    Material Contract                                     43    167K 
12: EX-10.67    Material Contract                                     80    370K 
14: EX-12       Statement re: Computation of Ratios                    1      9K 
15: EX-23.1     Consent of Experts or Counsel                          1      8K 
16: EX-27       Financial Data Schedule                                2±    11K 

EX-10.58   —   Material Contract
Exhibit Table of Contents

EX-10.58
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STOCK PURCHASE AGREEMENT

          This STOCK PURCHASE  AGREEMENT  (the "Purchase  Agreement") is entered
into as of February 3, 1998 by and between Montecito Broadcasting Corporation, a
Delaware corporation ("MBC"), Jamie Kellner, Douglas Gealy and Thomas Allen, the
sole   stockholders  of  MBC  (collectively  the  "MBC  Sellers")  and  Sinclair
Communications, Inc., a Maryland corporation ("Buyer").                         

R E C I T A L S:

              A.  On  this  same  date  MBC  acquired  all  of  the  issued  and
outstanding  capital stock (the  "Company  Stock") of Channel 33, Inc., a Nevada
corporation (the "Company"), which owns and operates television station KFBT-TV,
Channel 33, Las Vegas,  Nevada (the  "Station"),  pursuant to licenses issued by
the Federal Communications Commission ("FCC").                                  

              B. MBC acquired the Company Stock  pursuant to  consummation  (the
"Consummation")  of that certain Stock Purchase  Agreement  dated  September 17,
1997  (the  "Koker  Agreement")  by and  among  Acme  Television  Holdings,  LLC
("Acme"),  a  predecessor-in-interest  of MBC,  the  Company,  and  the  selling
shareholders named therein (collectively, the "Sellers").                       

              C. Acme and Buyer  entered into a certain  Letter  Agreement  (the
"Letter Agreement") dated September 15, 1997 setting forth certain  undertakings
of Buyer to become  effective  upon the  Consummation  of the  Koker  Agreement,
including exercise of a certain option to enter into this Purchase Agreement.   

              D. Acme and Buyer  entered into a certain  Option  Agreement  (the
"Option  Agreement")  dated  September 25, 1997 whereby Acme granted to Buyer an
option to enter into a Time  Brokerage  Agreement  ("TBA") with the Company upon
consummation  of the Koker  Agreement,  to become  effective  when all necessary
regulatory approval had been obtained (the "TBA Effective Date").               

              E. Acme has assigned to MBC, and MBC has thereby  assumed,  all of
Acme's rights and obligations  under the Koker  Agreement,  the Letter Agreement
and the Option Agreement.                                                       

              F. MBC  consummated  the  Koker  Agreement  with loan  funds  (the
"Loan")  provided  by The Chase  Manhattan  Bank and one or more  other  lenders
(collectively, the "Lender") pursuant to a loan agreement (the "Loan Agreement")
dated February 3, 1998, and Buyer agreed to certain  undertakings  in the Letter
Agreement  and  Option  Agreement  with  respect to the Loan  Agreement  and the
payments to be made to the Lender pursuant to the Loan Agreement.               

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              G. The MBC Sellers  desire to sell, and Buyer desires to purchase,
all of the issued and  outstanding  stock of MBC (the "MBC  Stock") on the terms
and conditions set forth herein.                                                

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

SECTION 1. CERTAIN DEFINITIONS.                             

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

                  (a)  "Accounts  Receivable"  means  the  right  of  MBC or the
Company as of the TBA Effective Date to payment for the sale of advertising time
and other goods and services  provided by the Station prior to the TBA Effective
Date.                                                                           

                  (b)  "Affiliate"   means  (i)  any  Person  that  directly  or
indirectly, through one or more intermediaries, controls, is controlled by or is
under  common  control with  another  Person;  (ii) an officer or director of an
affiliate  within the  meaning of (i) above;  or (iii) any Person that owns more
than fifty percent (50%) of voting  control of another  Person.  For purposes of
(i) above, (A) a Person shall be deemed to control another Person if such Person
(1) has sufficient  power to enable such Person to elect a majority of the board
of  directors  of a  corporation,  or (2)  owns  a  majority  of the  beneficial
interests in income and capital of such other Person;  and (B) a general partner
shall be deemed to control a limited  partnership if such general partner owns a
majority of that  portion of the  beneficial  interests in income and capital of
such  limited  partnership  owned  by  all  general  partners  of  such  limited
partnership.                                                                    

                  (c)  "Assets"  means the  assets  owned or held by MBC and the
Company and include  those assets  necessary for the operation of the Station as
presently conducted, all as specified in Section 2.2(a).                        

                  (d) "Closing" means the  consummation of the purchase and sale
of the MBC Stock  pursuant to this  Purchase  Agreement in  accordance  with the
provisions of Section 8.                                                        

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

                  (f) "Communications Act" means the Communications Act of 1934,
as amended.                                                                     

                  (g) "Consents"  means the consents,  permits,  or approvals of
government  authorities  and other third  parties  necessary to transfer the MBC
Stock to Buyer and to maintain and preserve all contract, lease and other rights
of MBC  or the  Company  existing                                               

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currently and as of the Closing Date in connection with the  consummation of the
transactions contemplated by this Purchase Agreement.                           

                  (h) "Contracts" means all contracts,  leases,  nongovernmental
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  MBC or the  Company  is a party or that are
binding upon MBC or the Company,  and (i) that are in effect on the date of this
Purchase  Agreement or (ii) that are entered into by MBC or the Company  between
the date of this  Purchase  Agreement  and the Closing  Date as permitted by the
terms hereof.                                                                   

        (i) "FAA" means the Federal Aviation Administration.

          (j) "FCC" means the Federal Communications Commission.

                  (k) "FCC Consent" means action by the FCC granting its consent
to the  transfer  of control  of MBC and the  Company  as  contemplated  by this
Purchase Agreement.                                                             

                  (l)  "FCC  Licenses"  means  those  licenses,   permits,   and
authorizations  issued by the FCC to the Company in connection with the business
and operations of the Station.                                                  

                  (m) "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.    

                  (n)  "HSR   Act"   means   the   Hart-Scott-Rodino   Antitrust
Improvements Act of 1976, as amended.                                           

                  (o)  "Intangibles"  means all  copyrights,  trademarks,  trade
names,  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 MBC or
the Company or under which MBC or 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  Purchase  Agreement  and the
Closing Date.                                                                   

                  (p) "GAAP" means generally accepted  accounting  principles as
consistently applied in the United States.                                      

                  (q)  "Licenses"  means  all  licenses,  permits,  construction
permits,  and  other  authorizations  issued by the FCC,  the FAA,  or any other
federal,  state, or local  governmental  authorities to MBC or the Company which
are in effect as of the date of this                                            

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Purchase  Agreement  as are  necessary  in  connection  with the  conduct of the
business or operations of the Station as presently  conducted  together with any
additions  thereto  between the date of this Purchase  Agreement and the Closing
Date.                                                                           

                  (r) "Material  Contract" means any material  contract,  lease,
nongovernmental  license,  agreement,  or  commitment,  except for any contract,
lease,  non-governmental license, agreement, or commitment the obligations under
which will be performed prior to Closing.                                       

                  (s) "Person"  means an individual,  corporation,  association,
partnership,  joint venture,  trust, estate, limited liability company,  limited
liability partnership, or other entity or organization.                         

                  (t)   "Programming   Contract"   means  a  contract   for  the
acquisition of programming to be aired on the Station in exchange for payment of
consideration.                                                                  

                  (u) "Station" means television  station  KFBT-TV,  Channel 33,
Las Vegas, Nevada.                                                              

                  (v)  "Stock"  means,  as the case may be,  all the  issued and
outstanding shares of capital stock of MBC or the Company.                      

                  (w) "Tangible  Personal  Property" means all property owned by
MBC or the Company as of the date of the  Consummation  plus any replacements or
substitutions thereof, listed on Schedule 2.2(a)(1) attached hereto.            

                  (x)  "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  addition,  or penalties,  and "Tax"
means any one of such Taxes.                                                    

                  (y) "Tax Returns" means all federal,  state, local and foreign
income,  franchise,  sales, use, occupation,  property,  excise,  alternative or
add-on  minimum,   social  security,   employees'   withholding,   unemployment,
disability,  transfer,  capital stock and other tax returns and tax reports, and
"Tax  Return"  means  any  one of  such  Tax  Returns,  franchise  tax  returns,
declarations  of estimated  tax, tax reports and other tax  statements and other
similar filings required to be filed.                                           

                  (z) "TBA  Effective  Date" means the date upon which the Buyer
commences  certain sales and programming  activities with respect to the Station
pursuant to the TBA.                                                            

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                  1.12.Terms  Defined Elsewhere in this Agreement.  For purposes
of this  Agreement,  the  following  terms  have the  meanings  set forth in the
sections indicated:                                                             

Term                                      Section   

Buyer                                     Preamble  
     Claimant                                  Section 10.4(a)
Company                                   Preamble  
 DOJ                                       Section 6.4
 FTC                                       Section 6.4
  Indemnifying Party                        Section 10.4
        Leases                                    Section 2.2(a)(ii)
 Purchase Price                            Section 2.3
MBC Sellers                               Preamble  
MBC Stock                                 Recitals  
        Studio Lease                              Section 2.2(a)(ii)
        Tower Lease                               Section 2.2(a)(ii)

                  0.3.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  Purchase
Agreement  in a particular  instance,  a reference to a Section or Schedule is a
reference to a Section of this Purchase  Agreement or a Schedule hereto, and the
terms  "hereof,"  "herein"  and other like terms  refer to this  Agreement  as a
whole,  including the Schedules  hereto,  and not solely to any particular  part
hereof.                                                                         

SECTION 1.            EXCHANGE OF CONSIDERATION.                                

                  1.1.Agreement  to Sell  and  Buy.  Subject  to the  terms  and
conditions  set forth in this  Agreement,  the MBC Sellers hereby agree to sell,
transfer,  and deliver to Buyer on the Closing Date,  and Buyer hereby agrees to
purchase  on the  Closing  Date,  the MBC Stock,  free and clear of any  claims,
liabilities, security interests, mortgages, liens, pledges, conditions, charges,
or encumbrances of any nature  whatsoever,  except those permitted or identified
hereunder.                                                                      

1.2.Assets and Liabilities at Closing.      

                        (aa) Assets of the Company at Closing.  The Assets owned
by MBC or the Company at the Closing shall include the following:               

                              (i)  the  Tangible  Personal  Property  listed  on
Schedule 2.2(a)(i);                                                             

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                              (ii) the  Leases  ("Leases")  listed  on  Schedule
2.2(a)(ii),  specifically,  including a certain Broadcast  Facilities Lease (the
"Studio  Lease")  assigned to MBC on October 16, 1997, and a certain Tower Lease
(the "Tower Lease") assigned to MBC on October 16, 1997;                        

                              (iii) the Licenses listed on Schedule 2.2(a)(iii).

                            (i) the Contracts listed on Schedule 2.2(a)(iv);

                              (ii) the Intangibles listed on Schedule 2.2.(a)(v)
of MBC or the Company relating to the Station and those intangibles that are not
specifically  listed  on  Schedule  2.2(a)(v),  including  the  goodwill  of the
Station, if any;                                                                

                              (iii) all of MBC's and the  Company's  proprietary
information, technical information and data, machinery and equipment warranties,
maps, computer discs and tapes,  plans,  diagrams,  blueprints,  and schematics,
including  filings with the FCC  relating to the  business and  operation of the
Station; and                                                                    

                              (iv)  all  books  and   records  of  the   Station
including, but not limited to, financial statements,  Tax Returns, program logs,
executed copies of Contracts,  and all records required by the FCC to be kept by
the Station.                                                                    

                       (ab) Liabilities of MBC and the Company at Closing.

                              (v) At the Closing, MBC and the Company shall have
no  liabilities  or  obligations  other  than (A)  liabilities  and  obligations
incurred in the ordinary  course of business at the Station;  (B) liabilities or
obligations  arising  under  Contracts  after  the  Closing  Date  as  permitted
hereunder or under the TBA; and (C)  liabilities  for taxes that are not yet due
and payable for any period of time subsequent to the Closing Date.              

                              (vi) The  liabilities  and  obligations of MBC and
the Company at Closing shall not include:  (A) any  obligations  or  liabilities
under any Contract  (including any  Programming  Contract) (i) not identified in
Schedule  2.2(a)(iv) or (ii) entered into after the date hereof unless permitted
hereunder  or by the TBA,  (B) any credit  agreements,  promissory  notes,  note
purchase agreements, indentures, capital leases or other financing arrangements,
(C)  any  obligations  or  liabilities,  if  any,  related  to  any  litigation,
arbitration proceeding or proceeding before or by any court,  arbitration panel,
commission, agency or other administrative or regulatory body or authority based
solely on a breach by MBC or the MBC  Sellers  of their  respective  obligations
under this Purchase  Agreement for matters  occurring prior to the Closing Date;
and (D) any liability incurred after the TBA Effective Date arising from Buyer's
acts or omissions pursuant to the TBA.                                          

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 43.Consideration to be Paid to MBC Sellers.

                        (ac)  Purchase  Price.  The  purchase  price for the MBC
Stock  (the   "Purchase   Price")   shall  be  Thirty  Three   Million   Dollars
($33,000,000). The Purchase Price shall be paid as follows:                     

(iv) Deposits.      

                                  (A) MBC acknowledges receipt from Buyer of One
Million  Dollars  ($1,000,000)  referred to in the Letter  Agreement  as the LMA
Option Grant Price. At the Consummation of the Koker Agreement, MBC shall borrow
$33,000,000 pursuant to the Loan Agreement. MBC shall refund to Buyer, on behalf
of Acme, the sum of $1,000,000:  provided, that the payments due to MBC upon the
execution of this Agreement described in Section 2.3(c),  shall be deducted from
such refund and shall be paid to MBC, with the balance, if any, paid to Buyer.  

                                  (B) Buyer shall pay MBC quarterly  payments as
follows:                                                                        

         QUARTERLY PAYMENT DATE               AGGREGATE AMOUNT
                                             (DOLLARS)
     June 30, 1998                            $190,000
     September 30, 1998                       $190,000
     December 31, 1998                        $190,000
     March 31, 1999                           $190,000
     June 30, 1999                            $190,000
     September 30, 1999                       $190,000
     December 31, 1999                        $190,000
     March 31, 2000                           $190,000
     June 30, 2000                            $190,000
     September 30, 2000                       $190,000
     December 31, 2000                        $190,000

                                  (v)  Balance.  The  payments  referred  to  in
Section  2.3(a)(i)(B)  hereof  shall  constitute  a credit  to Buyer at  Closing
against the Purchase Price. The remaining balance of the Purchase Price shall be
paid by the  Buyer by wire  transfer  of same day  Federal  funds at the time of
Closing, and such balance shall be paid directly to The Chase Manhattan Bank, as
agent for the Lender, pursuant to the Loan Agreement.                           

                            (ad) Operating Payments.  From the date hereof until
the TBA  Effective  Date,  Buyer  shall make a payment to MBC on the last day of
each  calendar  month equal to the amount  certified by MBC by which the monthly
expenses, exclusive of debt service, of the Station exceed the monthly income.  

                            (ae)  Transaction  Expenses.  Upon execution of this
Purchase  Agreement,  Buyer  shall  pay to MBC:  (i) the sum of  $275,000  which
represents the transaction                                                      

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costs as of the date hereof,  including  professional  fees,  incurred by MBC in
connection with the Koker Agreement, the Consummation, the Letter Agreement, the
Option Agreement,  the TBA, this Purchase Agreement and the Loan Agreement as of
the date hereof; (ii) all fees, costs,  expenses and other monetary  obligations
of MBC arising under the Loan Agreement and due and payable on the Closing Date;
and (iii) deposits payable on the Closing Date by MBC for the Leases.           

                            (af) Monthly Extension Fees. Until the Closing Date,
the  Buyer  shall  pay to  MBC a  monthly  closing  extension  fee  of  $200,000
commencing  on March 1,  1998 and  continuing  on the  first  day of each  month
thereafter.                                                                     

SECTION 2.  REPRESENTATIONS AND WARRANTIES OF MBC 
AND THE MBC SELLERS.                        

              The MBC Sellers  and MBC,  jointly and  severally,  represent  and
warrant to Buyer as follows:                                                    

                        0.4.Organization   and   Authority  of  MBC.  MBC  is  a
corporation duly organized, validly existing and in good standing under the laws
of Delaware.  MBC has the requisite power and authority to execute,  deliver and
perform this Purchase Agreement and the documents  contemplated hereby according
to their respective terms.                                                      

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

                        0.6.Compliance  with Laws.  MBC is in  compliance in all
material respects with all laws, rules, policies, and regulations including, but
not limited to, federal, state and local and the FCC's rules and policies.      

                        0.7.Licenses.  The Company is the holder of the Licenses
included in Schedule 2.2(a)(iii) to this Purchase Agreement, all of which are in
full force and effect. The FCC Licenses constitute all of the licenses issued by
the FCC under the  Communications  Act of 1934, as amended (the "Act"),  and the
current  rules,  regulations,  and policies of the FCC for the  operation of the
Station as  currently  conducted.  There is not  pending or, to MBC's or the MBC
Sellers'  knowledge,  threatened,  any petition,  complaint,  objection (whether
formal or informal), order to show cause,  investigation,  or other action by or
before the FCC or any court to revoke,  cancel,  rescind,  modify,  or refuse to
renew any of the FCC  Licenses.  Except as  disclosed  on Schedule 3.4 and other
than proceedings of general applicability to the broadcasting industry, there is
not now  pending or, to MBC's or the MBC  Sellers'  knowledge,  threatened,  any
other                                                                           

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petition,  complaint,  objection  (whether  formal or informal),  investigation,
order to show  cause,  notice of  violation,  notice of apparent  liability,  or
notice of  forfeiture  or other  proceeding  by or  before  the FCC or any court
against the Company with respect to any matter affecting the Station which would
have a materially adverse effect on the operation of the Station.               

                        0.8.MBC Stock.  As of the date hereof,  no shares of the
capital stock of MBC are held in the treasury. There are no outstanding options,
conversion rights,  warrants,  or other present or future rights in existence to
acquire  or to vote  any of  MBC's  shares  of  capital  stock.  The  MBC  Stock
represents all the issued and outstanding shares of capital stock of MBC and all
such  shares  have  been  duly  and  validly  issued  and  are  fully  paid  and
nonassessable and are not subject to any preemptive rights.  There are no voting
trust agreements or other contracts,  agreements, or arrangements restricting or
affecting voting or dividend rights or  transferability  with respect to the MBC
Stock.  MBC  has not  violated  any  federal,  foreign,  state,  or  local  law,
ordinance, rule, or regulation in connection with the offer for sale or sale and
issuance of its outstanding shares of capital stock or any other securities. The
MBC Sellers own the MBC Stock free and clear of any  mortgages,  liens,  claims,
charges,  encumbrances,  assessments,  or other security or adverse interests of
any kind or nature whatsoever.                                                  

                        0.9.Company   Stock.   To  MBC  and  the  MBC   Sellers'
knowledge,  (a) as of the date  hereof,  no shares of the  capital  stock of the
Company  are  held  in the  treasury;  (b)  there  are no  outstanding  options,
conversion rights,  warrants,  or other present or future rights in existence to
acquire or to vote any of the Company's shares of capital stock; (c) the Company
Stock  represents all the issued and outstanding  shares of capital stock of the
Company,  and all such shares  have been duly and  validly  issued and are fully
paid and nonassessable and are not subject to any preemptive  rights;  (d) there
are no voting trust agreements or other contracts,  agreements,  or arrangements
restricting  or  affecting  voting or dividend  rights or  transferability  with
respect to the Company  Stock;  (e) the Company has not  violated  any  federal,
foreign, state, or local law, ordinance,  rule, or regulation in connection with
the offer for sale or sale and  issuance  of its  outstanding  shares of capital
stock or any other securities; and (f) MBC owns the Company Stock free and clear
of any mortgages,  liens, claims, charges,  encumbrances,  assessments, or other
security or adverse interests of any kind or nature whatsoever.                 

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                        0.10.Absence of Conflicting  Agreements.  The execution,
delivery and  performance by MBC and the MBC Sellers of this Purchase  Agreement
and the documents contemplated hereby (with or without the giving of notice, the
lapse of time, or both):  (a) subsequent to the receipt of the Consents,  do not
require the consent of any third party, (b) will not conflict with,  result in a
breach of, or constitute a default under any applicable  law,  judgment,  order,
ordinance,  injunction,  decree,  rule,  regulation,  or  ruling of any court or
governmental instruments, and (c) will not conflict with, constitute grounds for
termination of, result in a breach of, constitute a default under, or accelerate
or permit  the  acceleration  of any  performance  required  by the terms of any
Contract or other contract or agreement of MBC Sellers.                         

                        0.11.Consents.  Except for the FCC Consent  provided for
in Section  6.1 and the HSR Filing  provided  for in Section  6.4,  no  consent,
approval,  permit,  or  authorization  of, or declaration to, or filing with any
governmental or regulatory authority or any other third party is required (a) to
consummate this Purchase Agreement and the transactions  contemplated hereby, or
(b) to permit the MBC Sellers to assign or transfer the MBC Stock to Buyer.     

                        0.12.Brokers. Neither MBC nor any of the MBC Sellers nor
any person or entity  acting on their behalf has incurred any  liability for any
finders' or brokers' fees or  commissions  in connection  with the  transactions
contemplated by this Purchase Agreement.                                        

                        0.13.MBC Balance Sheet.  Annexed hereto as Schedule 3.10
is a balance  sheet of MBC which is true and complete in all  material  respects
and presents fairly the financial condition of MBC as of the date hereof (in the
"Before Closing" column) and pro forma  immediately  following MBC's acquisition
of the Company Stock (in the "After Closing" column).                           

    SECTION 3.    REPRESENTATIONS AND WARRANTIES OF BUYER.

Buyer represents and warrants to MBC as follows:  

                        0.14.Organization,  Standing, and Authority.  Buyer is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of  Maryland  and has the  requisite  power and  authority  to
execute,  deliver,  and  perform  this  Purchase  Agreement  and  the  documents
contemplated hereby according to their respective terms and to own the Stock.   

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

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                        0.16.Absence  of  Conflicting  Agreements  and  Required
Consents.  Subject to the receipt of the Consents,  the execution,  delivery and
performance by Buyer of this Purchase  Agreement and the documents  contemplated
hereby (with or without the giving of notice,  the lapse of time, or both):  (a)
do not require the consent of any third party;  (b) will not  conflict  with the
articles of  incorporation  of Buyer;  (c) will not conflict  with,  result in a
breach of, or constitute a default under, any applicable law,  judgment,  order,
ordinance,  injunction,  decree,  rule,  regulation,  or  ruling of any court or
governmental instrumentality; and (d) will not conflict with, constitute grounds
for  termination  of,  result in a breach of,  constitute  a default  under,  or
accelerate or permit the  acceleration of any performance  required by the terms
of, any agreement, instrument, license or permit to which Buyer is a party or by
which Buyer may be bound.                                                       

                        0.17.Qualification  as a Broadcast Licensee. At the time
the  Application  referred  to in  Section  6.1  hereof is filed,  Buyer will be
qualified under the Communications Act and all other applicable  federal,  state
and local laws, rules,  regulations,  and policies to acquire the MBC Stock from
Sellers.                                                                        

                        0.18.Financial  Qualifications.  Buyer  has on  hand  or
access to the financial resources necessary to fulfill Buyer's obligations under
this Purchase Agreement.                                                        

                        0.19.Brokers.  Neither  Buyer  nor any  person or entity
acting on its behalf has  incurred  any  liability  for any finders' or brokers'
fees or commissions in connection  with the  transactions  contemplated  by this
Purchase Agreement                                                              

 SECTION 4.  OPERATION OF  STATION PRIOR TO CLOSING.

              MBC  covenants and agrees that between the date hereof and the TBA
Effective Date, or, in the event the TBA does not become effective,  the Closing
Date, MBC shall cause the Company to conduct its business in the ordinary course
in accordance with its past practices  (except where such conduct would conflict
with the  following  covenants  or with  other  obligations  of MBC  under  this
Purchase  Agreement),  and, except as contemplated by this Purchase Agreement or
with the prior written  consent of Buyer,  MBC shall cause the Company to act in
accordance with the following:                                                  

                        0.20.Contracts.  Neither MBC nor the Company will renew,
extend,  amend,  terminate,  or waive any  material  right  under  any  Material
Contract  or enter  into any  contract  or  commitment  or incur any  obligation
(including obligations relating to the borrowing of money or the guaranteeing of
indebtedness  and  obligations  arising  from  the  amendment  of  any  existing
Contract,  regardless whether such Contract is a Material Contract) that will be
binding  on MBC or the  Company  after  Closing  except  for (a) cash time sales
agreements and  production  agreements  made in the ordinary  course of business
consistent  with the Company's past practices,  (b) any Programming  Contract or
network  affiliation  agreement  made  with the  consent  of  Buyer,  (c)  other
Contracts  entered into in the ordinary  course of business  consistent with the
Company's past practices that do not involve  consideration in excess of $25,000
for any  individual  Contract  or,  in the  aggregate,  $150,000  for  all  such
Contracts,  or (d) any  Contract  which can be                                  

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terminated upon 30 days notice without  penalty.  Prior to the Closing Date, MBC
shall cause the Company to deliver to Buyer a list of all Contracts entered into
between the date of this  Purchase  Agreement  and prior to the Closing Date and
shall make  available to Buyer copies of all such  Contracts,  except  Contracts
made by Buyer.                                                                  

                        0.21.Encumbrances.  MBC and the Company will not create,
assume,  or permit to exist  any  mortgage,  pledge,  lien,  or other  charge or
encumbrance  affecting  any of the Assets,  except for (a) those in existence on
the date of this  Purchase  Agreement,  (b) those  created  in  connection  with
financing  provided  by the Lender  which shall be paid on or before the Closing
Date,  (c)  liens  for  current  taxes  not yet due and  payable,  or (d)  those
otherwise permitted under the Loan Agreement with respect to a capital facility:
provided,  that such capital facility must be approved by Buyer,  which approval
shall not be unreasonably withheld.                                             

                        0.22.Employee Obligations.  On the Closing Date, neither
MBC nor the  Company  shall have any  liability  or  obligation  to any of their
employees,  including,  without  limitation,  any accrued but unpaid vacation or
leave or any severance obligation.                                              

                        0.23.Dispositions.  Neither  MBC  nor the  Company  will
sell,  assign,  lease,  or  otherwise  transfer  or dispose of any of the Assets
except in the ordinary  course of business or in connection with the acquisition
of  replacement  property  of  equivalent  kind and value.  Neither  MBC nor the
Company shall pay any dividend or make any similar  distribution during the term
of this Purchase Agreement.                                                     

                        0.24.Mergers.   Neither   MBC  nor  the   Company   will
reorganize, liquidate or merge or consolidate with any other entity.            

                        0.25.Insurance.  MBC and the Company  shall  maintain in
full force and effect  policies of  insurance of the same type,  character,  and
coverage  as the  policies  currently  carried  with  respect  to the  business,
operations, and Assets of the Company.                                          

                        0.26.Indebtedness  and Obligations.  MBC and the Company
shall not incur any  indebtedness  for  borrowed  money  except  pursuant  to or
permitted  by the  Loan  Agreement.  MBC and the  Company  shall  pay all  their
obligations as they become due and satisfy any existing indebtedness so that, as
of the  Closing  Date,  MBC and the Company  shall have no current or  long-term
liabilities relating to the period between the Consummation and the Closing Date
except those  liabilities  incurred  under or permitted by the Loan Agreement in
accordance  with the  provisions  of  Section  5.2  hereof.  The  Loan  shall be
discharged  at or prior  to  Closing.  Notwithstanding  anything  herein  to the
contrary,  neither MBC nor Company shall incur any long-term indebtedness (other
than the Loan)  without the prior  consent of Buyer,  which consent shall not be
unreasonably withheld.                                                          

                        0.27.Amendments.  Neither  MBC  nor  the  Company  shall
amend, change, or modify its Certificate of Incorporation or Bylaws, except with
the written consent of Buyer.                                                   

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                        0.28.Securities.  Neither MBC nor the  Company  will (a)
issue,  sell,  or otherwise  dispose of any of its Stock;  (b) acquire  (through
redemption or otherwise) any of its Stock; (c) grant any options,  warrants,  or
other  rights to acquire  any of its Stock;  or (d) issue,  sell,  or  otherwise
dispose of any stock options, bonds, notes, or other securities.                

                        0.29.Licenses.  Neither MBC nor the Company  shall cause
or  permit,  by any act or  failure  to act,  any of the  Licenses  included  in
Schedule  2.2(a)(iii)  to expire or to be revoked,  suspended,  or modified in a
material adverse manner, or take any action that could reasonably be expected to
cause the FCC or any other governmental  authority to institute  proceedings for
the  suspension,  revocation,  or material  adverse  modification  of any of the
Licenses: provided, that this covenant shall not apply to any act or omission of
Buyer  pursuant  to or in  performance  of the TBA.  MBC and the  Company  shall
prosecute  with due diligence any  applications  to any  governmental  authority
necessary  for the  operation of the Station and pay any and all amounts owed to
the FCC and every other  government  authority prior to Closing,  other than any
fees associated with the sale of the MBC Stock to the Buyer or any transfer fees
required  to be  paid as a  result  of the  sale  to the  Buyer,  it  being  the
understanding that the Buyer will pay said fees.                                

                        0.30.No  Inconsistent  Action.   Neither  MBC,  the  MBC
Sellers nor the  Company  shall take any action  that is  inconsistent  with its
obligations under this Purchase  Agreement in any material respect or that could
reasonably be expected to hinder or delay the  consummation of the  transactions
contemplated  by this  Purchase  Agreement.  MBC shall  conduct and maintain the
business   and   operation  of  the  Station  and  the  Company  such  that  the
representations  and  warranties  set forth in Section 3 of the Koker  Agreement
shall not become any less  accurate  or complete in any  material  respect.  MBC
shall deliver to Buyer at the Closing  revised  schedules  advising Buyer of any
material  change   occurring  after  the   Consummation   with  respect  to  the
representations and warranties contained in Section 3 of the Koker Agreement.   

                        0.31.Maintenance  of Assets.  The Company shall maintain
all of  the  Assets  in  good  condition  (ordinary  wear  and  tear  excepted),
consistent with their overall condition on the date of this Purchase  Agreement,
and use, operate and maintain all of the Assets in a reasonable  manner, and the
Company shall maintain  inventories  of spare parts and  expendable  supplies at
levels  consistent  with past  practices.  If any insured or  indemnified  loss,
damage,  impairment,  confiscation,  or  condemnation of or to any of the Assets
occurs, the Company shall repair,  replace, or restore the Assets to their prior
condition  as  represented  in this  Purchase  Agreement as soon  thereafter  as
possible,  and MBC shall use the proceeds of any claim under any property damage
insurance policy or other recovery solely to repair,  replace, or restore any of
the Assets that are lost, damaged, impaired, or destroyed.                      

                        0.32.Consents.  MBC and the Company shall cooperate with
Buyer to obtain all  Consents  and estoppel  certificates  from private  parties
without  any  change in the terms or  conditions  of any  Contract.  MBC and the
Company shall promptly advise Buyer of any difficulties experienced in obtaining
any such Consents and of any conditions proposed,  considered,  or requested for
any such Consents.                                                              

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                        0.33.Books  and Records.  The Company shall maintain its
books and records in accordance with past practices.                            

                        0.34.Notification.  MBC and the Company  shall  promptly
notify Buyer in writing of any unusual or material  developments with respect to
the business or operations  of the Company and of any material  change in any of
the information  contained in the  representations  and warranties  contained in
Section 3 of the Koker Agreement.                                               

                        0.35.Restrictions on Conduct of Other Business. From the
date on which the Purchase  Agreement  is executed,  neither MBC nor the Company
shall conduct any business other than the operation of the Station.             

                        0.36.Compliance  with Laws.  MBC and the  Company  shall
comply in all material respects with all laws, rules,  policies, and regulations
including,  but not limited to, federal, state and local and the FCC's rules and
policies.                                                                       

                        0.37.Programming.  From  the date of  execution  of this
Purchase Agreement until the TBA Effective Date, or the Closing Date, if the TBA
does not become  effective,  the Company shall not (a) make any material changes
in the Station's programming policies,  except such changes as the Company deems
to be required by the public interest or (b) enter into any Programming Contract
without Buyer's written consent, .                                              

                        0.38.Preservation   of   Business.   From  the  date  of
execution of this Purchase  Agreement  until the TBA Effective Date, MBC and the
Company shall use commercially  reasonable  efforts to preserve the business and
organization  of the Station and to preserve the audience of the Station and the
Station's present relationships with suppliers,  advertisers,  and others having
business  relations  with them,  to the end that the business,  operations,  and
prospects of the Station  shall be preserved  at the TBA  Effective  Date or the
Closing Date, in the event that the TBA does not become effective.              

                        0.39.Tax  Matters.  MBC, the MBC Sellers and the Company
shall timely file (taking into account all applicable  extensions)  all federal,
state,  local,  foreign  and other Tax  Returns  required by law to be filed for
which the due date is on or before the Closing  Date.  MBC,  the MBC Sellers and
the Company shall pay in full or establish  adequate  reserves for all Taxes and
other charges incurred or due to federal,  state or local,  foreign or any other
taxing authorities prior to the Closing Date.                                   

                        0.40.Risk  of  Loss.  The  risk  of  any  loss,  damage,
impairment,  confiscation,  or  condemnation of any of the assets of MBC and the
Company  from any cause  whatsoever  shall be borne by MBC at all times prior to
the Closing Date.                                                               

                        0.41.Control  of the  Station.  Prior to Closing,  Buyer
shall not, directly or indirectly,  control, supervise, or direct, or attempt to
control,  supervise or direct the operations of the Station;  those  operations,
including  complete  control and  supervision of all of the Station's  programs,
employees,  and  policies,  shall  be the  sole  responsibility  of MBC  and the
Company.                                                                        

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Buyer's  operations  of  pursuant  to the TBA  shall not be deemed in any way to
constitute control of the Station.                                              

                        0.42.Related  Party  Transactions.   Prior  to  Closing,
neither MBC nor the Company shall enter into any agreement or other  transaction
with any party which is an Affiliate of MBC or the Company or in any way related
to the MBC Sellers, except with the written consent of Buyer.                   

SECTION 5.  GOVERNMENTAL CONSENTS.                

05.1.FCC Consent.                 

                              (ag) Prior FCC Approval. The sale of the MBC Stock
as  contemplated  by this Purchase  Agreement is subject to the prior consent of
the FCC.                                                                        

                              (ah) FCC  Application.  Within  ten (10)  business
days after notice to MBC by Buyer that (i) Buyer has been advised by Buyer's FCC
counsel that the  transaction  contemplated  herein is  reasonably  likely to be
approved upon  application  to the FCC for consent and approval  thereof or (ii)
Buyer has divested its existing television station in the Las Vegas, Nevada DMA,
MBC and Buyer  shall  prepare and file with the FCC an  appropriate  application
(the  "Application")  to  secure  FCC  Consent.  The  parties  shall  thereafter
prosecute  the  Application  with all  reasonable  diligence  and  otherwise use
commercially  reasonable  efforts  to  obtain  a  grant  of the  Application  as
expeditiously  as  practicable.  Each party agrees to comply with any  condition
imposed on it by the FCC  Consent,  except  that no party  shall be  required to
comply with a condition if compliance  with the condition  would have a material
adverse effect upon it, including  divestiture of any broadcast station licensed
to Buyer or its Affiliates.  Buyer and MBC shall oppose any petitions to deny or
other  objections  filed with  respect to the  Application  and any requests for
reconsideration or judicial review of the FCC Consent.  Each party shall provide
the other  party  with  copies of any and all  documents  received  or sent with
respect to the Application.                                                     

                              (ai)  Extension of Time.  If the Closing shall not
have  occurred for any reason  within the original  effective  period of the FCC
Consent,  and neither party shall have terminated this Purchase  Agreement under
Section 9, the parties  shall  jointly  request an  extension  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
Purchase Agreement under Section 9.                                             

                        05.12.Confidentiality.   Except  as  necessary  for  the
consummation  of  the  transaction  contemplated  by  this  Purchase  Agreement,
including Buyer's  obtaining of financing  related hereto,  and except as and to
the extent  required by law, each party will keep  confidential  any information
obtained from the other party in connection with the  transactions  contemplated
by this  Purchase  Agreement.  The  aforesaid  shall apply from the date of this
Purchase  Agreement  forward  unless  such  information  is or becomes  publicly
available  without any breach by any party under this Section.  If this Purchase
Agreement  is  terminated,  each  party  will  return  to the  other            

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party all information  obtained by such party from the other party in connection
with the transactions contemplated by this Purchase Agreement.                  

                        05.13.Cooperation.  Buyer and MBC shall  cooperate fully
with each other and their respective  counsel and accountants in connection with
any actions required to be taken as part of their respective  obligations  under
this Purchase Agreement, and Buyer and MBC shall execute such other documents as
may be  reasonably  necessary to the  implementation  and  consummation  of this
Purchase  Agreement  and  otherwise  use  commercially   reasonable  efforts  to
consummate the transaction  contemplated hereby and to fulfill their obligations
under this Purchase  Agreement.  Notwithstanding  the  foregoing,  and except as
otherwise  expressly  provided in this Purchase  Agreement,  Buyer and MBC shall
have no obligation  (a) to expend funds to obtain any of the Consents  except to
pay any required  filing or transfer fees; or (b) to agree to any adverse change
in any License or Contract in order to obtain a Consent  required  with  respect
thereto.                                                                        

                        05.14.HSR  Act Filing.  MBC and Buyer agree to (a) file,
or cause to be filed,  with the U.S.  Department of Justice  ("DOJ") and Federal
Trade  Commission  ("FTC") all filings,  if any, that are required in connection
with the transactions  contemplated hereby under the HSR Act within fifteen (15)
business  days of the date that the  Application  for FCC Consent has been filed
with the FCC; (b) submit to the other party,  prior to filing,  their respective
HSR Act filings to be made hereunder, and to discuss with the other any comments
the reviewing  party may have; (c) cooperate with each other in connection  with
such HSR Act filings,  which cooperation shall include furnishing the other with
any information or documents that may be reasonably  required in connection with
such  filings;  (d)  promptly  file,  after any  request by the FTC or DOJ,  any
information or documents requested by the FTC or DOJ; and (e) furnish each other
with  any  correspondence  from  or to,  and  notify  each  other  of any  other
communications   with,  the  FTC  or  DOJ  that  relates  to  the   transactions
contemplated hereunder,  and to the extent practicable,  to permit each other to
participate in any conferences with the FTC or DOJ.                             

     SECTION 6.  CONDITIONS TO OBLIGATIONS OF BUYER AND MBC.

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

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

                              (ak)  Covenants  and  Conditions.   MBC,  the  MBC
Sellers and the  Company  shall have  performed  and  complied  in all  material
respects  with  all  covenants,  agreements,  and  conditions  required  by this
Purchase  Agreement to be performed or complied  with by them prior to or on the
Closing Date. The representations and warranties of the Company contained in the
Koker  Agreement  shall be true and complete in all material  respects          

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as of the  Closing  Date of the  transaction  contemplated  herein,  unless such
representation or warranty was not true and complete at the time of Consummation
of the Koker Agreement.                                                         

                              (al)  Consents.   All  Consents  shall  have  been
obtained  and  delivered  to Buyer  (other than any Consent  required  under any
Contract listed on Schedule  2.2(a)(iv) that is not a Material Contract) without
any adverse change in the terms or conditions of any Contract or any License.   

                              (am) FCC Consent.  The FCC Consent shall have been
granted without the imposition on Buyer of any material adverse conditions,  and
the FCC Consent shall have become a Final Order: provided,  that Buyer may waive
the condition  that the FCC Consent  become a Final Order if no petition to deny
or other challenge is filed to the FCC Application  referenced in Section 6.1 of
this Purchase Agreement.                                                        

                              (an)  Governmental  Authorizations.   The  Company
shall be the  holder  of all FCC  Licenses  and  there  shall  not have been any
modification,  revocation,  or  non-renewal  of any  License  that could have an
adverse effect on the Station or the conduct of its business and operations.  No
proceeding shall be pending the effect of which could  reasonably  result in the
revocation, cancellation,  suspension, adverse modification or expiration of any
FCC License material to the operation of the Station.                           

                              (ao) HSR Act. The waiting period under the HSR Act
shall have expired without action by the DOJ or the FTC to prevent the Closing. 

                              (ap) Tax, Lien and Judgment Searches.  Buyer shall
have obtained  searches for tax,  lien and judgment  filings in the Secretary of
State's  records of the State of  Nevada,  and in the  records of Clark  County,
Nevada, made no earlier than ten (10) days prior to the Closing Date showing the
absence of any liens or encumbrances on the MBC Stock,  the Company Stock or the
Assets,  except liens expressly permitted by this Purchase Agreement or the Loan
Agreement.  All liens or encumbrances  arising under the Loan Agreement shall be
terminated  at the Closing of the  transactions  contemplated  in this  Purchase
Agreement.                                                                      

                              (aq)  Deliveries.  MBC and the MBC  Sellers  shall
have made or stand  willing to make at the Closing all the  deliveries  to Buyer
described in Section 8.2.                                                       

                              (ar)  Adverse  Change.  Between  the  date of this
Purchase  Agreement  and the  Closing  Date,  there  shall have been no material
adverse change in the business,  Assets,  properties,  financial  condition,  or
business  prospects of the Station,  unless such change is the result of Buyer's
acts or omissions in performance of the TBA.                                    

                        056.12.Conditions to Obligations of MBC. All obligations
of MBC and the MBC Sellers at the Closing  hereunder are subject at MBC's option
to the  satisfaction  by Buyer  prior to or at the  Closing  Date of each of the
following conditions:                                                           

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

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

                              (au)  Deliveries.  Buyer  shall have made or stand
willing to make all the deliveries described in Section 8.3.                    

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

                              (aw) HSR Act. The waiting period under the HSR Act
shall have expired without action by the DOJ or the FTC to prevent the Closing. 

SECTION 7. CLOSING AND CLOSING DELIVERIES.        

056.7.1.Closing.                        

(ax) Closing Date.  

                                  (vii) Except as provided below in this Section
9.1(a) or as otherwise agreed to by Buyer and the MBC Sellers, the Closing shall
take place after the FCC Consent has become a Final Order: provided, that if the
requirement  of a Final Order is waived by Buyer pursuant to Section 7. 1 (d) of
this Agreement,  the Closing shall take place at 10:00 a.m. within ten (10) days
after the FCC Consent becomes effective.                                        

                                  (viii)  If there is in  effect  on the date on
which the Closing  would  otherwise  occur  pursuant to this Section 8.1 (a) any
judgment,  decree,  or order that would  prevent or make unlawful the Closing on
that date,  the Closing  shall be  postponed  until a date within the  effective
period of the FCC Consent (as it may be extended pursuant to Section 6.1), to be
agreed upon by Buyer and the MBC Sellers,  when such judgment,  decree, or order
no longer  prevents or makes  unlawful the Closing.  If the Closing is postponed
pursuant to this paragraph, the date of the Closing shall thereafter be mutually
agreed to by the MBC Sellers and Buyer.                                         

                              (ay) Closing  Place.  The Closing shall be held at
the offices of Dickstein  Shapiro Morin & Oshinsky LLP in  Washington,  D.C., or
any other place that is agreed upon by Buyer and the MBC Sellers.               

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                    056.7.1.2.Deliveries  by MBC and MBC Sellers. On the Closing
Date, MBC or the MBC Sellers shall deliver to Buyer the following items, in form
and substance reasonably satisfactory to Buyer and its counsel:                 

                              (az) Stock.  Certificates  representing all of the
MBC Stock,  which shall be either duly endorsed or  accompanied  by stock powers
duly executed in favor of Buyer;                                                

                              (ba) Officer's Certificate.  A certificate,  dated
as of the Closing Date,  executed by a duly appointed officer of MBC certifying:
(i) that the  representations  and  warranties  of MBC contained in Section 3 of
this Purchase Agreement are true and complete in all material respects as of the
Closing  Date as though  made on and as of that  date;  (ii) that MBC has in all
material respects performed and complied with all of its obligations, covenants,
and  agreements in this Purchase  Agreement to be performed and complied with by
MBC on or prior to the Closing  Date,  and (iii) that the condition set forth in
Section 7.1(b) is satisfied;                                                    

                              (bb)  Opinion.  The  opinions  of  MBC's  and  the
Company's counsel substantially in the form of Exhibit A annexed hereto;        

                              (bc) Secretary's Certificate. A certificate, dated
as  of  the  Closing  Date,  executed  by  MBC's  Secretary  certifying  to  the
authenticity of the resolutions,  as attached to such certificate,  duly adopted
by MBC's Board of Directors  authorizing  and  approving  the  execution of this
Purchase  Agreement  and  the  consummation  of  the  transactions  contemplated
thereby;                                                                        

                              (bd) Estoppel Certificates.  Estoppel certificates
of the lessors of the Studio Lease and the Tower Lease;                         

                              (be) Performance of Company Obligations.  Evidence
reasonably  satisfactory  to Buyer  that  all MBC and  Company  obligations  and
liabilities  due or  payable  by MBC  prior to  Closing  (other  than  permitted
liabilities  described in Section 2.2(b))  including any order of the FCC, shall
have been satisfied in full;                                                    

                              (bf) Resignations. Written resignations, effective
on the Closing Date, of officers and directors of MBC and the Company;          

                              (bg)  Release.  A  release  from  each  of the MBC
Sellers  stating  that the Stock of such MBC Seller is free and clear of any and
all liens and  encumbrances,  and that such MBC Seller has no further claim with
respect to the MBC Stock except for payment hereunder;                          

                              (bh)  Corporate,  Financial  and Tax Records.  All
corporate records  (including  minute books and stock books and registers),  and
financial  and tax  records of MBC and the  Company  for a period of three years
predating the Closing;                                                          

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                              (bi) Licenses,  Contracts, Business Records, Etc..
Originals or, if not available,  true copies of all (1) Licenses,  including any
modifications and amendments thereto, (2) all applications,  reports,  technical
information  and  engineering  studies  relating to the  Station,  (3) all files
required to be maintained  by the FCC at the Station or in the Station's  public
inspection  file,  (4) all  Contracts,  and  other  operational  data  or  other
information   maintained  by  the  Company  in  the  ordinary  course,  (5)  all
blueprints,  schematics,  working  drawings,  plans,  projections,   statistics,
engineering  records  relating to the Station,  and (6) all other business files
and records in the possession of MBC relating to the Station; and               

                        056.7.1.23.Deliveries  by Buyer.  On the  Closing  Date,
Buyer  shall  deliver  the  following  items  in form and  substance  reasonably
satisfactory to MBC and its counsel:                                            

                              (bj)  Payment.  The payment  described  in Section
2.3(a)(ii);                                                                     

                              (bk)  Opinion.  The  opinion  of  Buyer's  counsel
substantially in the form set forth at Exhibit B;                               

                              (bl) Secretary's Certificate. A certificate, dated
as of the  Closing  Date,  executed  by  Buyer's  secretary,  certifying  to the
authenticity  of  resolutions   duly  adopted  by  Buyer's  Board  of  Directors
authorizing  and  approving  the  execution of this  Purchase  Agreement and the
consummation of the transactions contemplated thereby; and                      

                              (bm) Officer's Certificate.  A certificate,  dated
as of the Closing Date, executed by a duly appointed officer of Buyer certifying
(i) that the  representations  and warranties of Buyer contained in Section 4 of
this Purchase Agreement are true and complete in all material respects as of the
Closing Date as though made on and as of that                                   

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date;  and (ii) that Buyer has in all material  respects  performed and complied
with  all of  its  obligations,  covenants,  and  agreements  in  this  Purchase
Agreement to be performed  and complied with by Buyer on or prior to the Closing
Date.                                                                           
SECTION 8.  TERMINATION.                          

                        8.1.Termination  by MBC. This Purchase  Agreement may be
terminated  by  MBC,  if  MBC is  not  then  in  material  breach  of any of its
obligations  hereunder,  upon ten (10) days  written  notice to Buyer,  upon the
occurrence of any one of the following:                                         

                              (bn)  Conditions.  If,  on  the  date  that  would
otherwise  be  the  Closing  Date,  any  of  the  conditions  precedent  to  the
obligations of MBC and the MBC Sellers set forth in Section 7.2 of this Purchase
Agreement have not been satisfied or waived in writing by MBC;                  

                              (bo) Judgments. If there shall be in effect on the
date that would  otherwise be the Closing Date any  judgment,  decree,  or order
that would prevent or make unlawful the Closing;                                

                              (bp)  TBA.  In the event  that the TBA has  become
effective  and  thereafter  Buyer has breached  any of its material  obligations
thereunder,  and, upon notice  specifying such breach,  Buyer fails to cure such
breach within forty (40) days of such notice; or                                

                              (bq) Expiration.  If the transaction  contemplated
herein  has not  closed  within  three (3) years  from the date of the  Purchase
Agreement.                                                                      

                        8.12.Termination  by Buyer. This Purchase  Agreement may
be  terminated  by  Buyer,  if  Buyer  is not  then in  material  breach  of its
obligations  hereunder,  upon ten (10)  days  written  notice  to MBC,  upon the
occurrence of any of the following:                                             

                              (br)  Conditions.   If  on  the  date  that  would
otherwise be the Closing Date any of the conditions precedent to the obligations
of Buyer  set  forth in  Section  7.1 of this  Purchase  Agreement  has not been
satisfied or waived in writing by Buyer: provided,  that Buyer may not terminate
because of any breach of a representation  or warranty by MBC or the MBC Sellers
if such breach is caused by the conduct of Buyer under the TBA;                 

                              (bs) Judgments. If there shall be in effect on the
date that would  otherwise be the Closing Date any  judgment,  decree,  or order
that would prevent or make unlawful the Closing.                                

                              (bt)  TBA.  In the event  that the TBA has  become
effective and thereafter  the Company,  MBC or the MBC Sellers have breached any
of their material obligations                                                   

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thereunder,  and, upon notice specifying such breach,  the Company or MBC or the
MBC  Sellers,  as the case may be,  fails to cure such breach  within forty (40)
days of such notice; or                                                         

                              (bu) Time Limit. If the  transaction  contemplated
herein has not  closed  within  three (3) years  from the date of this  Purchase
Agreement.                                                                      

                    73.3.Right to Cure.  Notwithstanding  anything herein to the
contrary, no material breach shall be deemed to have occurred until the party in
breach has been notified in writing by the other party and provided  twenty (20)
days to cure such breach:  provided,  that, in the event a cure would reasonably
require  more than  twenty (20) days,  the party in breach  shall be afforded an
additional twenty (20) days if such party timely initiates reasonable efforts to
effect a cure and provides the other party with  satisfactory  evidence that the
cure will be effectuated during the extended period; and provided further,  that
a party in breach can pay the other  party a sum  certain if the payment of such
sum will cure the breach prior to or at the Closing;  provided further, that the
Closing  Date  will be  extended  to allow a party in breach to effect a cure in
accordance with this Section.  This right to cure provided in this Section shall
not be applicable to any payment due from the Buyer to MBC.                     

                    73.4.MBC's Rights on Buyer's  Termination.  If this Purchase
Agreement  is  terminated  by  MBC  because  of  Buyer's  breach  of a  material
obligation  hereunder,  MBC shall be entitled  to payment  from the Buyer of all
sums then due and payable  hereunder (not including the Purchase Price) plus any
and all remedies available to MBC at law or equity:  provided, that any payments
made by Buyer  under  Section  2.3(a)(i)(B)  hereof  shall  constitute  a credit
against any damages awarded to MBC.                                             

                    73.5.Buyer's  Rights on MBC's Termination.  If this Purchase
Agreement is  terminated  by Buyer  because of the  Company's,  MBC's or the MBC
Sellers' breach of a material obligation  hereunder,  Buyer shall have the right
of specific  performance as its exclusive remedy,  except as otherwise set forth
below. The parties recognize that this Purchase Agreement  contemplates the sale
of unique assets and that  monetary  damages would not be adequate to compensate
Buyer for its injury. If any action is brought by Buyer to enforce this Purchase
Agreement,  MBC,  the Company  and the MBC Sellers  shall each waive the defense
that there is an adequate remedy at law.  Notwithstanding the above, if specific
performance  is not  available,  or if a breach by MBC,  the  Company or the MBC
Sellers of any of their obligations under this Purchase Agreement causes the FCC
Licenses  to be  revoked,  forfeited  or  materially  impaired,  Buyer  shall be
reimbursed  all payments made by Buyer under Section  2.3(c) hereof and may also
pursue any and all remedies available to it in law or equity against MBC.       

                    73.6.Litigation  Expenses. In the event either party files a
lawsuit or other formal legal  proceeding  for any remedy  available  under this
Purchase Agreement, the prevailing party shall be entitled to reimbursement from
the other party of all reasonable legal fees and expenses incurred thereby.     

                    73.7.Return  of Deposits.  In the event (i) the  transaction
contemplated by this Purchase Agreement has not closed within three (3) years of
the date hereof and neither  party is in  material  breach,  or (ii) the parties
mutually  agree to terminate this  Agreement,  upon                             

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sale of the FCC  Licenses and other Assets of the Station or the Stock of MBC or
the Company,  MBC shall,  after  payment of all sums due under the Loan,  pay to
Buyer  from all monies  retained  the  amount of all of  Buyer's  payments  made
pursuant to Section 2.3 hereof.                                                 

                    73.8.Condition of MBC.  Notwithstanding  any other provision
of this  Purchase  Agreement or any related  document  described in Section 11.8
hereof, and except for the representations and warranties contained in Section 3
hereof,  Buyer  acknowledges (i) that the MBC Sellers have not and do not assume
any  individual  liability  hereunder,  and (ii) Buyer is aware of the financial
condition of MBC at the time of execution of this Purchase Agreement,  including
MBC's lack of  significant  capital  other  than the Loan and that,  but for the
provisions of Section 2.3 hereof,  MBC may not have  sufficient  reserves to pay
its debts in the  ordinary  course as they come  due.  In  consideration  of the
foregoing  and of MBC's  and the MBC  Sellers'  willingness  to  enter  into the
transaction  contemplated  hereby, Buyer expressly waives against all or any one
of the MBC  Sellers,  any  demand,  claim,  action,  suit,  charge,  proceeding,
assessment or judgment, whether based in contract, tort, or any other common law
or statutory  cause of action,  except to the extent that the MBC Sellers may be
liable  pursuant  to  Section 3 hereof  for  breach of the  representations  and
warranties contained therein.                                                   

SECTION 9.  INDEMNIFICATION.                      

                    79.1.Survival.  All representations and warranties of Buyer,
MBC and the MBC Sellers  herein and all  covenants  of Buyer and MBC herein with
respect to periods prior to Closing shall be deemed continuing  representations,
warranties and covenants,  and shall survive the Closing.  Any investigations by
or on behalf of any party hereto shall not constitute a waiver as to enforcement
of  any  representation,  warranty,  or  covenant  contained  in  this  Purchase
Agreement.  No notice or information  delivered by either party shall affect the
other party's right to rely on any representation, warranty, or covenant made by
such  party  or  relieve  such  party of any  obligations  under  this  Purchase
Agreement  as  the  result  of a  breach  of  any  of  its  representations  and
warranties.                                                                     

                    79.2.Indemnification  by MBC Sellers. After the Closing, and
regardless of any investigation made at any time by or on behalf of Buyer or any
information  Buyer may have, the MBC Sellers jointly and severally  hereby agree
to  indemnify  and hold Buyer  harmless  against and with  respect to, and shall
reimburse Buyer for any and all losses,  liabilities,  or damages resulting from
any  material  breach  of any  warranty  or  representation  of the MBC  Sellers
contained in Section 3 of this Purchase Agreement, and any and all out-of-pocket
costs and expenses,  including  reasonable legal fees and expenses,  incident to
any action, suit, proceeding, claim, demand, assessment, or judgment incident to
the foregoing or incurred in investigating or attempting to avoid the same or to
oppose the imposition thereof, or in enforcing this indemnity.                  

                    79.3.Indemnification   by  Buyer.  After  the  Closing,  and
regardless of any  investigation  made at any time by or on behalf of MBC or any
information MBC may have, Buyer hereby agrees to indemnify and hold MBC harmless
against and with respect to, and shall reimburse MBC for:                       

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                              (bv) any and all losses,  liabilities,  or damages
resulting  from  any  material  breach  of any  warranty  or  representation  or
nonfulfillment  of any covenant by Buyer contained herein or in any certificate,
document, or instrument delivered to MBC hereunder; and                         

                              (bw) any and all out-of-pocket costs and expenses,
including  reasonable  legal fees and  expenses,  incident to any action,  suit,
proceeding,  claim, demand, assessment, or judgment incident to the foregoing or
incurred  in  investigating  or  attempting  to avoid the same or to oppose  the
imposition thereof, or in enforcing this indemnity.                             

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

                              (bx) Notice.  The party  claiming  indemnification
(the   "Claimant")   shall   promptly  give  notice  to  the  party  from  which
indemnification  is claimed  (the  "Indemnifying  Party") of any claim,  whether
between the parties or brought by a third party, specifying in reasonable detail
the factual  basis for the claim.  If the claim  relates to an action,  suit, or
proceeding filed by a third party against  Claimant,  such notice shall be given
by Claimant  within five (5) business  days after  receipt of written  notice of
such action, suit, or proceeding was given to Claimant:  provided, that no delay
in providing  such notice shall excuse any party's  indemnification  obligations
hereunder,  unless such delay  prejudices  the  Indemnifying  Party and then the
Indemnifying  Party's  obligations  shall be reduced  only to the extent of such
prejudice.                                                                      

                              (by)  Investigation  and Payment.  With respect to
claims solely between the parties, following receipt of notice from the Claimant
of a claim,  the  Indemnifying  Party  shall have  thirty (30) days to make such
investigation  of the  claim  as  the  Indemnifying  Party  deems  necessary  or
desirable.  For  purposes of such  investigation,  the  Claimant  agrees to make
available  to the  Indemnifying  Party and its  authorized  representatives  the
information  relied  upon by the  Claimant  to  substantiate  the claim.  If the
Claimant and the  Indemnifying  Party agree at or prior to the expiration of the
30-day period (or any mutually  agreed upon  extension  thereof) to the validity
and amount of such claim,  the Indemnifying  Party shall  immediately pay to the
Claimant  the full amount of the claim.  If the  Claimant  and the  Indemnifying
Party do not agree  within  the  30-day  period  (or any  mutually  agreed  upon
extension thereof), the Claimant may seek appropriate remedy at law or equity.  

                              (bz) Third Party Claims. With respect to any claim
by a third party as to which the Claimant is entitled to  indemnification  under
this Purchase Agreement,  the Indemnifying Party shall have the right at its own
expense,  to participate in or assume control of the defense of such claim,  and
the Claimant  shall  cooperate  fully with the  Indemnifying  Party,  subject to
reimbursement for actual out-of-pocket  expenses incurred by the Claimant as the
result of any  request by the  Indemnifying  Party.  If the  Indemnifying  Party
elects to assume control of the defense of any third-party  claim,  the Claimant
shall  have the right to  participate  in the  defense  of such claim at its own
expense.  If the  Indemnifying  Party  fails  to  assume  control  or  otherwise
participate  in the defense of any  third-party  claim within ten (10)  business
days of receiving  notice  under  subsection  (a) of this  section  (unless some
action  is  required  prior to such                                             

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date),  it shall be bound by the results  obtained in good faith by the Claimant
with respect to such claim.                                                     

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

                              (cb) Coverage. The indemnification rights provided
in  Section  10.2 and  Section  10.3  shall  extend  to the  members,  partners,
shareholders,  officers, directors, employees,  representatives,  and affiliated
entities of any Claimant:  provided,  that for the purpose of the procedures set
forth in this Section 10.4, any indemnification  claims by such parties shall be
made by and through the Claimant.                                               

                    79.345.Special   Indemnity   with   Respect   to  the  Koker
Agreement.  In the event that either party hereto learns of a material breach of
any  representation  or warranty  contained in Section 3 of the Koker  Agreement
(such breach having occurred at or before the Consummation thereof),  such party
shall notify the other party,  and MBC shall assert a claim  against the Sellers
for indemnity  pursuant to the Koker  Agreement.  On or before the Closing Date,
any proceeds  derived  therefrom shall be first allocated to remedy the material
breach giving rise to such claim, with any remaining amount held in a segregated
account for the benefit of the Lenders, or, at Closing, for Buyer.              

                    79.346.Time   Limits.   Notwithstanding   anything  in  this
Purchase  Agreement to the contrary,  neither party shall indemnify or otherwise
be liable to the  other  party  with  respect  to any claim for any  breach of a
representation or warranty,  or for the breach of any covenant contained in this
Purchase  Agreement,  unless notice of the claim is received  within three years
after the Closing Date.                                                         

SECTION 10. MISCELLANEOUS                         

                    79.10.1.Fees  and  Expenses.  Buyer  shall  pay  any and all
filing fees,  transfer taxes,  document  stamps,  or other charges levied by any
governmental  entity on the  fulfillment  of the terms  and  conditions  of this
Purchase  Agreement,  including but not limited to (i) fees  associated with the
transfer of Stock from MBC to Buyer;  (ii) fees charged by the FCC in connection
with obtaining the FCC Consent; (iii) filing fees payable in connection with any
HSR Act filing, to the extent required; and (iv) the costs and expenses of title
reports, surveys, environmental surveys and tax, lien and judgment searches.    

                    79.10.2.Notices. All notices, demands, and requests required
or permitted to be given under the provisions of this Purchase  Agreement  shall
be in writing and shall be addressed as follows:                                

_______If to MBC or       Thomas Allen                                          
MBC Sellers:       Montecito Broadcasting Corporation             
2101 East Fourth Street     

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Suite 200A                  
Santa Ana, CA  92705        

with copies (which shall not constitute notice) to:           

Lewis J. Paper, Esq.        
           Dickstein Shapiro Morin & Oshinsky, LLP
2101 L Street, NW           
Washington, DC  20037-1526  

If to Buyer:     Robert Quicksilver, Esq.                     
 Sinclair Communications, Inc.
2000 W. 41st Street         
Baltimore, MD 21211         

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

Steve Thomas, Esq.          
Thomas & Libowitz           
100 Light Street            
Suite 1100                  
Baltimore, MD 21202         

or to any other or additional persons and addresses as the parties may from time
to time designate in a writing  delivered in accordance  with this Section 11.2.
Notices  shall be sent by  registered  or certified  mail,  postage  prepaid and
return receipt requested,  by overnight courier service,  charges prepaid, or by
hand, and shall be deemed to have been received on the date of  hand-delivery or
the date receipt shown on the return receipt.                                   

                    0.3.Assignment.   MBC  shall  not   assign  its  rights  and
obligations under this Purchase Agreement without the express written consent of
Buyer,  which consent shall not be unreasonably  withheld.  Buyer may assign its
rights  and  obligations  under  this  Purchase  Agreement  to any other  party:
provided,  that Buyer shall remain liable for the  performance of all of Buyer's
obligations hereunder.  Notwithstanding the above, either party may assign their
rights hereunder to the Lender in connection with the Loan Agreement.           

                    0.4.Benefit  and Binding  Effect.  This  Purchase  Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective heirs, legal representatives, successors and permitted assigns.      

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                    0.5.Further  Assurances.  The parties shall take any actions
and  execute any other  documents  that may be  necessary  or  desirable  to the
implementation and consummation of this Purchase Agreement.                     

                    0.6.GOVERNING   LAW.  THIS  PURCHASE   AGREEMENT   SHALL  BE
GOVERNED,  CONSTRUED,  AND ENFORCED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF
MARYLAND (WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF).              

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

                    0.8.Entire Agreement. This Purchase Agreement, the schedules
exhibits  hereto,  all  documents,  certificates,  and other  instruments  to be
delivered  by the parties  pursuant  hereto,  the Letter  Agreement,  the Option
Agreement  and the TBA  collectively  represent  the  entire  understanding  and
agreement  between  Buyer,  MBC and the MBC Sellers  with respect to the subject
matter of this  Purchase  Agreement.  In the  event of a  conflict  between  the
provisions  of this  Purchase  Agreement  and any other  agreement  between  the
parties, the provisions of this Purchase Agreement shall prevail.  This Purchase
Agreement  supersedes  all prior and  contemporaneous  negotiations  between the
parties and cannot be amended,  supplemented,  or changed except by an agreement
in writing that makes specific  reference to this Purchase Agreement and that is
signed by the party against which enforcement of any such amendment, supplement,
or modification is sought.                                                      

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

                    0.10.Construction   Agreement.    Although   this   Purchase
Agreement has been  prepared by or on behalf of one Party,  it shall not be more
strictly construed against that Party.                                          

                    0.11.Counterparts.  This Purchase Agreement may be signed in
counterparts,  and all such counterparts  shall collectively be deemed to be one
and the same document.                                                          

          IN WITNESS WHEREOF,  this Purchase Agreement has been duly executed by
Buyer and MBC as of the date written below as to each.                          

                   SINCLAIR COMMUNICATIONS, INC.

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                             By:____________________________________

            MONTECITO BROADCASTING
CORPORATION               

                               By:______________________________________
                                  Thomas Allen, Executive Vice President

          SELLING STOCKHOLDERS

                              ________________________________________
   Jamie Kellner

                              ________________________________________
   Douglas Gealy

                              ________________________________________
  Thomas Allen

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Schedule 2.2(a)(i)

Tangible Personal Property

 See List Attached

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 Schedule 2.2(a)(ii)

Leases

See Attached

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Schedule 2.2(a)(iii)

Licenses

See Attached

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 Schedule 2.2(a)(iv)

 Contracts

 See Attached List

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Schedule 2.2(a)(v)

 Intangibles

None

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		9/15/97		1
		9/17/97		1
		9/25/97		1
		10/16/97		6
For The Period Ended		12/31/97							11-K, 10-K/A, 11-K/A
		2/3/98		1
		3/1/98		8
Filed As Of		3/17/98							424B5, 8-K
Filed On		3/18/98							424B5
		6/30/98		7					10-Q, S-8
		9/30/98		7					10-Q
		12/31/98		7					10-K/A, 10-K, 11-K
		3/31/99		7					10-K, 10-Q
		6/30/99		7					10-Q
		9/30/99		7					10-Q
		12/31/99		7					11-K, 10-K
		3/31/00		7					10-Q
		6/30/00		7					10-Q
		9/30/00		7					10-Q
		12/31/00		7					10-K405, 10-K/A, 11-K, NT 10-K
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