PAXSON COMMUNICATIONS CORP, S-1/A, 1996-03-28

PAXSON COMMUNICATIONS CORP
S-1/A, 1996-03-28
RADIO BROADCASTING STATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1996

REGISTRATION STATEMENT NO. 333-473
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
---------------------

<TABLE>
<S> <C> <C>
DELAWARE 4832 59-3212788
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(407) 659-4122
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ANTHONY L. MORRISON, ESQ.
SECRETARY, VICE PRESIDENT, AND GENERAL COUNSEL
PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(407) 659-4122
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:

<TABLE>
<S> <C>
MICHAEL L. JAMIESON, ESQ. ROGER MELTZER, ESQ.
HOLLAND & KNIGHT CAHILL GORDON & REINDEL
400 NORTH ASHLEY DRIVE, SUITE 2050 80 PINE STREET
TAMPA, FLORIDA 33602 NEW YORK, NEW YORK 10005
(813) 227-8500 (212) 701-3000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
---------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. / /
---------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2

PAXSON COMMUNICATIONS CORPORATION

CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
FORM S-1 ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
------------------------------------------- -------------------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus... Forepart of the Registration Statement and
Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................ Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............. Prospectus Summary; Risk Factors
4. Use of Proceeds............................ Prospectus Summary; Use of Proceeds
5. Determination of Offering Price............ Outside Front Cover Page; Underwriting
6. Dilution................................... Dilution
7. Selling Security Holders................... Principal and Selling Stockholders
8. Plan of Distribution....................... Outside Front Cover Page; Underwriting
9. Description of Securities to be
Registered............................... Prospectus Summary; Dividend Policy; Price
Range of Class A Common Stock;
Capitalization; Description of Capital
Stock
10. Interests of Named Experts and Counsel..... Inapplicable
11. Information with Respect to the
Registrant............................... Inside Front and Outside Back Cover Pages;
Certain Definitions and Market and
Industry Data; Prospectus Summary; Risk
Factors; The Proposed Acquisitions; Use
of Proceeds; Dividend Policy;
Capitalization; The Company; Dilution;
Selected Historical and Pro Forma
Financial Data; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Business;
Management; Certain Transactions;
Principal and Selling Stockholders;
Description of Capital Stock; Shares
Eligible for Future Sale; Experts;
Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. Inapplicable
</TABLE>
<PAGE> 3

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus, one to be
used in connection with a United States offering to U.S. or Canadian Persons (as
defined) (the "U.S. Prospectus") and one to be used in connection with a
concurrent international offering (the "International Prospectus"). The two
prospectuses relate to a public offering of 11,500,000 shares of Class A Common
Stock, par value $.001 per share, of Paxson Communications Corporation. The
complete U.S. Prospectus follows this explanatory note. After the U.S.
Prospectus are the following alternate pages for the International Prospectus: a
front cover page, a "Certain United States Tax Consequences to Non-United States
Holders" section and a back cover page. All other pages of the U.S. Prospectus
are to be used for both the United States offering and the international
offering. Each alternate page for the International Prospectus included herein
is labeled "Alternate Page for International Prospectus."
<PAGE> 4

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED MARCH 4, 1996
PROSPECTUS 11,500,000 SHARES
LOGO PAXSON COMMUNICATIONS CORPORATION
CLASS A COMMON STOCK
-------------------------

Of the 11,500,000 shares of Class A Common Stock, par value $.001 per share
(the "Class A Common Stock"), offered hereby, 10,300,000 shares are being issued
and sold by Paxson Communications Corporation (the "Company" or "Paxson
Communications") and 1,200,000 shares are being sold by certain stockholders of
the Company (the "Selling Stockholders"). See "Principal and Selling
Stockholders" and "Underwriting." The Company will not receive any part of the
proceeds from the sale of securities by the Selling Stockholders. Of the
11,500,000 shares of Class A Common Stock offered hereby, 9,200,000 shares are
being offered in the United States and Canada (the "U.S. Offering") by the U.S.
Underwriters (as defined) and 2,300,000 shares are being offered in a concurrent
international offering (the "International Offering" and, together with the U.S.
Offering, the "Offering") outside the United States and Canada by the Managers
(as defined). The public offering price and aggregate underwriting discount per
share are identical for both offerings. See "Underwriting."

The Company's authorized capital stock includes Class A Common Stock, Class
B Common Stock and Class C Common Stock (collectively, the "Common Stock") and
preferred stock. The rights of holders of Common Stock are identical, except
that each share of Class B Common Stock generally entitles its holders to ten
votes, whereas each share of Class A Common Stock entitles its holders to one
vote and the holders of Class C Common Stock generally have no right to vote.
Shares of Class B Common Stock and Class C Common Stock are convertible into
shares of Class A Common Stock on a one-for-one basis at the option of the
holder. See "Description of Capital Stock."

The Company's Class A Common Stock is listed on the American Stock Exchange
under the symbol "PXN." The last reported sale price of the Company's Class A
Common Stock as reported on the American Stock Exchange on February 29, 1996 was
$20.00 per share.
------------------

SEE "RISK FACTORS" STARTING ON PAGE 12 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE CLASS A COMMON
STOCK OFFERED HEREBY.
------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per share.................................. $ $ $ $
- ---------------------------------------------------------------------------------------------------------------
Total(3)................................... $ $ $ $
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Company and the Selling Stockholders have agreed to indemnify the
U.S. Underwriters and the Managers against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."

(2) Before deducting estimated expenses of $1,500,000 payable by the Company.

(3) The Company and the Selling Stockholders have granted the U.S.
Underwriters a 30-day option to purchase up to 1,725,000 additional
shares of Class A Common Stock solely to cover over-allotments, if any.
If such option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions, Proceeds to Company and Proceeds
to Selling Stockholders will be $ , $ , $ and
$ , respectively. See "Underwriting."
------------------

The shares of Class A Common Stock are being offered by the U.S.
Underwriters named herein, subject to prior sale, when, as and if accepted by
them and subject to certain conditions. It is expected that certificates for the
shares of Class A Common Stock offered hereby will be available for delivery on
or about , 1996, at the offices of Smith Barney Inc., 388
Greenwich Street, New York, New York 10013.
------------------
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
CIBC WOOD GUNDY SECURITIES CORP.
BT SECURITIES CORPORATION
, 1996

<PAGE> 5

PROSPECTUS INSIDE FRONT COVER

Depiction of various Company radio station, television station and network
logos or service marks shown.

TWO PAGE FOLD-OUT OF PROSPECTUS INSIDE COVER

Map of the United States and Puerto Rico, with separate enlarged map of
Florida, identifying locations of the Company's owned, operated or affiliated
television and radio stations, as well as the Company's radio networks and
areas of billboard concentration.

---------------------

IN CONNECTION WITH THIS OFFERING, THE U.S. UNDERWRITERS AND THE MANAGERS
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE CLASS A COMMON STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON
THE AMERICAN STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

-i-
<PAGE> 6

CERTAIN DEFINITIONS AND MARKET AND INDUSTRY DATA

The terms "EBITDA," "broadcast cash flow," "segment operating profit" and
"Adjusted EBITDA" are referred to in various places in this Prospectus. EBITDA
is defined as net income (loss) before (i) extraordinary item and cumulative
effect of a change in accounting principle, (ii) benefit (provision) for income
taxes, (iii) other income (expense), net, (iv) interest expense, (v)
depreciation and amortization, (vi) option plan compensation and (vii)
non-recurring items including terminated operations, less scheduled broadcast
rights payments. Broadcast cash flow is defined as income (loss) from broadcast
operations plus non-cash expenses, less scheduled broadcast rights payments and
non-cash revenue. Although EBITDA and broadcast cash flow are not measures of
performance under United States generally accepted accounting principles
("GAAP"), the terms are widely used in the broadcast industry as a measure of a
broadcasting company's financial performance. "Segment operating profit" is
defined as segment EBITDA before corporate overhead allocations. "Adjusted
EBITDA" is defined as EBITDA for the period, less (i) operating profit for the
Infomall TV Network segment for such period plus (ii) four times such segment's
operating profit for the most recently completed quarter prior to the measuring
date. Neither EBITDA, broadcast cash flow, segment operating profit, nor
Adjusted EBITDA, should be considered in isolation or as a substitute for net
income, cash flows from operating activities and other income or cash flow
statement data prepared in accordance with GAAP, or as a measure of
profitability or liquidity.

The term "time brokerage agreement" (known in the broadcast industry as a
"local marketing agreement"), generally refers to an agreement under which a
radio or television programmer agrees to purchase from a broadcast station
licensee substantially all of the broadcast time on a station, provides
programming and sells advertising during the purchased time, receives all the
revenue derived from advertising sold during the purchased time, pays certain
expenses of the station and performs other functions, with the licensee
retaining responsibility for ultimate control of the station in accordance with
FCC policies. Time brokerage agreements are more fully described in
"Business -- Federal Regulation of Broadcasting." The term "joint sales
agreement" (a "JSA") refers to an agreement under which a broadcast station
agrees to provide sales and marketing services for another broadcast station
while the owner of such broadcast station provides the programming for such
other broadcast station.

Unless otherwise indicated herein, all market rankings, audience ratings
and audience rankings have been derived for the indicated radio station or group
of radio stations from surveys of the indicated demographic group listening
Monday-Sunday, 6:00 a.m. to 12:00 midnight, as reported by Arbitron, Radio
Market Report, The Arbitron Company ("Arbitron"). Unless otherwise indicated,
audience share data is expressed as the local average quarter-hour share for
each indicated radio station. A radio station's local audience share is derived
by comparing the radio station's average quarter-hour share to the total average
quarter-hour share for all radio stations listed as inside the Metro Survey Area
by Arbitron. Average quarter-hour share is a percentage of the estimated number
of persons who listen to a given radio station for a minimum of five minutes
within a quarter-hour compared to the total number of persons who listen to
radio in the market within such quarter-hour. The most recent Arbitron survey
utilized in this Prospectus is Fall 1995.

Market radio advertising revenue, revenue share data and revenue rankings
for radio stations have been obtained from Miller, Kaplan Market Revenue Report,
a monthly publication of Miller, Kaplan, Arase & Co., Certified Public
Accountants ("Miller Kaplan"); provided, however, that market radio advertising
revenue, revenue share data, and revenue rankings for the Company's radio
stations in the Cookeville, Tennessee area have been estimated by the Company
without the benefit of any independent investigation or confirmation, as no
published data on that survey area is available from Miller Kaplan. Arbitron and
Miller Kaplan both compile their audience share, revenue share, revenue ranking
and other statistical data under procedures and methodologies that are
described, and that have the limitations provided, in their respective reports.
All such information provided herein is subject to those limitations. This
Prospectus reflects data from the December 1995 Miller, Kaplan Market Review
Report unless otherwise indicated. The Company does not assume responsibility
for the accuracy or completeness of such published data.

All television station audience rating data in this Prospectus has been
obtained from the Nielsen Station Index Viewers and Profile for November 1995, a
publication of A. C. Nielsen Co. ("Nielsen"). All market rank and television
household data has been obtained from U.S. Television Household Estimates for
November 1995, as prepared by Nielsen for each designated market area ("DMA").
In addition, revenue data for the West Palm Beach television market has been
obtained from the local office of Ernst & Young LLP. The Company does not assume
responsibility for the accuracy or completeness of such published data.

-ii-
<PAGE> 7

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information and financial
statements contained elsewhere in this Prospectus. Except as otherwise indicated
by the context, references in this Prospectus to the "Company" include Paxson
Communications Corporation and its direct and indirect wholly-owned
subsidiaries. Capitalized terms used without definition in the following summary
are defined elsewhere in this Prospectus. Unless otherwise indicated, all
information in this Prospectus assumes that the over-allotment option is not
exercised. See "Underwriting."

THE COMPANY

Paxson Communications Corporation (the "Company" or "Paxson
Communications") has created a nationwide network of television stations
dedicated to the airing of infomercial programming (the "Infomall TV Network" or
"inTV"*). In addition, the Company has a significant radio and
network-affiliated television broadcasting presence in the state of Florida. The
Company owns 16 radio stations in the four largest Florida cities, and will own
19 such stations upon completion of the Proposed Acquisitions (as defined), and
owns one network-affiliated television station and operates another pursuant to
a time brokerage agreement in the West Palm Beach market.

The Company introduced its Infomall TV Network in January 1995 with four
television stations. inTV has expanded rapidly and currently consists of 24
owned, operated pursuant to a time brokerage agreement or affiliated inTV
stations. Upon completion of the Proposed Acquisitions, the Company will have 28
owned or operated inTV stations and four affiliated inTV stations operating in
30 television markets, 20 of which are among the 30 largest in the United
States. The Company expects the Proposed Acquisitions to be consummated over the
next ten months, subject to receipt of regulatory approvals. See "The Proposed
Acquisitions."

The Company believes that (i) its inTV stations comprise the only national
network of television stations dedicated to the airing of infomercial
programming, (ii) its inTV stations represent a valuable national television
broadcasting distribution infrastructure that would be difficult and expensive
to replicate, and (iii) its radio and network-affiliated television stations in
Florida's five largest markets provide it with a significant statewide presence.

The Company was founded in 1991 by Lowell W. "Bud" Paxson. Mr. Paxson has
been at the forefront of several innovative broadcasting concepts over the last
decade, including his leadership role in the creation and early growth of
electronic retailing as the creator and co-founder of Home Shopping Network,
Inc. and Silver King Communications, Inc. Mr. Paxson has made equity investments
in the Company in excess of $33 million.

BUSINESS STRATEGY

The Company's business strategy is to increase revenue and cash flow by (i)
expanding its inTV network, (ii) applying its multiple station operating
strategy to its television and radio properties, (iii) exploring the additional
distribution potential of the television stations comprising its national inTV
network, and (iv) acquiring additional radio stations, primarily in Florida
markets.

INFOMALL TV NETWORK

- ---------------

* inTV is a service mark of Paxson Communications Corporation.

1
<PAGE> 8

network of inTV stations is the only group of broadcast television stations in
the United States that offers infomercial advertisers significant national,
regional and local distribution capability and airtime during each of the
popular morning, daytime and prime time viewing hours.

The television stations acquired by the Company and converted to inTV
stations are typically non-network-affiliated stations with marginal operating
results that can be acquired at a relatively low cost compared to
network-affiliated stations. Certain of these stations are licensed to
communities outside the center of major television markets, but within such
markets' designated market area ("DMA") and by virtue of the FCC's "must carry"
rules are thus generally entitled to carriage on cable systems within such DMA.
Through the exercise of "must carry" rights and the improvement of its stations'
over-the-air signals, the Company intends to continue its efforts to maximize
its cable household coverage within its markets beyond the 53.7% achieved
currently. The Company's goal is to reach approximately 85% of the cable homes
in its markets (although there can be no assurance that the Company will reach
such goal). The Company believes that it also reaches a significant number of
over-the-air television households that do not receive cable television. The
markets to be served by the Company upon completion of the Proposed Acquisitions
currently contain approximately 44.2 million television households, of which
28.6 million are served by cable television. The Company continues to evaluate
the acquisition of or affiliation with additional independent television
stations to further extend the national reach of its Infomall TV Network.

Shortly after the Company acquires a television station or commences
operating a television station pursuant to a time brokerage agreement, the
Company replaces the existing programming with infomercial programming. The
Company's infomercial programming format allows it to eliminate substantially
all programming expenses and achieve significant reductions in other operating
expenses. Unlike traditional television stations, inTV programming is paid for
by the advertiser as opposed to the broadcaster. The Company centralizes many
accounting, traffic and national sales functions at its headquarters, minimizing
the staff required at each station location. The Company's inTV stations are
connected through a wide area computer network enabling them to utilize common
computerized financial and sales systems. Engineering functions are standardized
through the purchase of similar equipment at each location for editing,
playback-to-air and signal transmission, thereby reducing maintenance expense.
As a result, the Company's inTV stations are operated by an average of 15
people, compared to network and independent television stations which average
over 100 and 60 people, respectively, in markets of similar size to the
Company's. To date, each of the inTV stations owned or operated by the Company
has contributed rapidly to broadcast cash flow, typically within two months
after the commencement of inTV operations.

PAXSON RADIO

The Company's radio operating strategy, which is implemented by the
Company's highly experienced management team, is to capitalize on the revenue
enhancing and cost saving opportunities of operating

2
<PAGE> 9

multiple FM and AM stations in geographically proximate markets. The principal
elements of the Company's operating strategy include: (i) extensive market
research, (ii) aggressive marketing and promotion and (iii) strict cost
controls.

PAXSON NETWORK-AFFILIATED TELEVISION

Paxson Communications owns and operates an ABC-TV affiliate, WPBF-TV, in
the West Palm Beach market. Pursuant to a time brokerage agreement, the Company
provides programming and markets commercial time for a second television
station, WTVX-TV (a combined United Paramount Network and Warner Brothers
Network affiliate), which is also in the West Palm Beach market. The West Palm
Beach television market is one of the fastest growing markets in the country as
evidenced by its increased market ranking from 65th in 1985 to 45th in 1995.

The Company acquired WPBF-TV in July 1994 for approximately $32.5 million
and began operating WTVX-TV under a time brokerage agreement in August 1995. The
Company has a long-term option to acquire WTVX-TV for approximately $19 million.
The Company's television operating strategy is similar to its radio operating
strategy as the Company seeks to capitalize on the revenue enhancing and cost
saving opportunities from operating two television stations in one market from a
single studio facility. After the acquisition of WPBF-TV, the Company installed
its management team and implemented a program of cost rationalization measures
consisting of, among other things, a reduction in program rights payments, an
increase in salesperson commissions related to additional staffing and higher
revenues, and increased local news expenses to generate higher audience ratings.

3
<PAGE> 10

MARKET OVERVIEW

INFOMALL TV NETWORK

The following table lists those inTV properties that the Company owns,
operates or is affiliated with, and those properties which the Company has
agreements to acquire or operate, as identified under "Proposed inTV Stations"
below. (Television and cable households in thousands.)

<TABLE>
<CAPTION>
INTV
ACTUAL OR CABLE
NATIONAL ANTICIPATED CARRIAGE CURRENT
TV COMMENCE- AT INTV TOTAL CURRENT INTV TOTAL
MARKET MENT OF COMMENCE- CABLE MARKET CABLE CABLE MARKET TV
MARKET(1) RANK(2) STATION OPERATIONS MENT(3) CARRIAGE(4) HOUSEHOLDS(5) CARRIAGE(6) HOUSEHOLDS(7)
- -------------------- -------- ------------------ --------- --------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Owned or Operated
New York, NY........ 1 WHAI-TV 3/96 626 626 4,529 13.8% 6,695
Los Angeles, CA..... 2 KZKI-TV 5/95 1,453 2,002 2,997 66.8 4,918
Philadelphia, PA.... 4 WTGI-TV 2/95 1,225 1,436 1,961 73.2 2,646
San Francisco, CA... 5 KLXV-TV 6/95 650 796 1,578 50.4 2,257
Boston, MA.......... 6 WGOT-TV 5/95 604 841 1,625 51.8 2,122
Washington, DC...... 7 WYVN-TV(8) 4/96 0 0 1,238 0.0 1,884
Atlanta, GA......... 10 WTLK-TV 4/94 300 919 1,015 90.5 1,584
Houston, TX......... 11 KTFH-TV 3/95 647 777 867 89.6 1,574
Cleveland, OH*...... 13 WOAC-TV 10/95 332 336 966 34.8 1,452
Cleveland, OH....... 13 WAKC-TV 3/96 560 560 966 58.0 1,452
Tampa, FL........... 15 WFCT-TV(9) 8/94 0 831 976 85.1 1,395
Miami, FL........... 16 WCTD-TV(9) 4/94 396 868 922 94.1 1,341
Denver, CO.......... 18 KUBD-TV(9) 8/95 430 433 699 61.9 1,160
Phoenix, AZ......... 19 KWBF-TV(9) 1/96 23 23 661 3.5 1,170
St. Louis, MO....... 20 WCEE-TV(9) 1/96 227 227 569 39.9 1,108
Orlando, FL*........ 22 WIRB-TV 12/94 468 482 741 65.0 998
Hartford, CT*....... 26 WTWS-TV(10) 3/95 661 719 770 93.4 911
Raleigh, NC*........ 32 WRMY-TV(11) 6/96 0 0 481 0.0 792
Dayton, OH.......... 53 WTJC-TV(9) 10/95 298 312 341 91.5 501
San Juan, PR........ NR WSJN-TV(9)(12)(15) 2/96 285 285 298 95.6 1,064
--------- ----------- ------ ------
Total Owned or
Operated(7)... 9,185 12,473 23,234 53.7% 35,572
--------- ----------- ------ ------
Affiliates
Sacramento, CA...... 21 KCMY-TV 7/95 624 640 688 93.1% 1,101
Indianapolis, IN.... 24 WIIB-TV 1/96 401 418 580 72.1 925
Norfolk, VA......... 40 WJCB-TV 8/95 343 354 446 79.4 619
Fresno, CA.......... 57 KGMC-TV 1/96 179 179 256 69.8 482
--------- ----------- ------ ------
Total
Affiliates.... 1,547 1,591 1,970 80.8% 3,127
--------- ----------- ------ ------
Total Owned,
Operated and
Affiliates(7). 10,732 14,064 25,204 55.8% 38,699
--------- ----------- ------ ------
Proposed inTV Stations
Dallas, TX.......... 8 Channel 68(15) 12/96 924 0.0% 1,822
Atlanta, GA*........ 10 WNGM-TV(15) 4/96 1,015 17.8 1,584
Milwaukee, WI*...... 29 WHKE-TV(15) 1/97 438 58.8 783
Salt Lake City,
UT................ 37 KZAR-TV(12)(15) 12/96 359 0.0 656
Grand Rapids, MI.... 38 WJUE-TV(13)(15) 6/96 390 0.0 637
West Palm Beach,
FL................ 45 WHBI-TV(14)(15) 7/96 468 0.0 576
Providence, RI...... 46 WOST-TV(12)(15) 12/96 412 0.0 557
Albany, NY.......... 52 WOCD-TV(15) 5/96 357 68.8 507
------ ------
Total Proposed
inTV
Stations(7)... 4,363 15.7% 7,122
--------- ----------- ------ ------
TOTAL INTV
NETWORK(7).... 10,732 14,064 28,552 44,237
========= ========= =========== ===========
</TABLE>

(see footnotes on the following page)

4
<PAGE> 11

<TABLE>
<S> <C>
* Operated or to be operated pursuant to a time brokerage agreement.
(1) Each station is licensed by the FCC to serve a specific community, which is included in the listed market.
(2) See "Certain Definitions and Market and Industry Data" for information concerning market rank.
(3) Cable households reached at commencement of station's operations.
(4) Estimated cable households reached at 1/96 based on cable operators' information.
(5) Source: AC Nielsen. San Juan cable households provided by J. Walter Thompson Latin America, June 1995.
(6) Cable households reached at 1/96 as a percent of the market's total cable households.
(7) Figures represent total television households in each market only and are not necessarily indicative of the
number of television households reached by each station in its market; totals do not double count markets
where the Company has more than one station. Source: AC Nielsen. San Juan cable households provided by J.
Walter Thompson Latin America, June 1995.
(8) Station is not currently on the air.
(9) Currently operated pursuant to a time brokerage agreement pending completion of the Proposed Acquisitions
and exercise of the Station Options.
(10) To be operated pursuant to a time brokerage agreement upon completion of an FCC-required restructuring of
the Company's investment in such station in connection with the Company's acquisition of WHAI-TV.
(11) Option to acquire 40% ownership interest.
(12) 50% ownership interest to be acquired.
(13) 70% ownership interest to be acquired.
(14) inTV affiliate upon acquisition by Cocola Media Corporation of Florida. See "Business -- Time Brokerage
Agreements, Joint Sales Agreements and Other Interests in Broadcast Stations."
(15) Purchase considered an asset acquisition for accounting purposes and therefore historical financial
information not required to be included in the pro forma financial information included herein.
</TABLE>

5
<PAGE> 12

PAXSON RADIO

<TABLE>
<CAPTION>
COMMENCEMENT
NATIONAL RADIO OF
RADIO MARKET(1) MARKET RANK(2) STATION FORMAT OPERATIONS
- ------------------------------- -------------- ------- -------------------------- ------------
<S> <C> <C> <C> <C>
Miami/Ft. Lauderdale, FL....... 11 WLVE-FM Smooth Jazz 4/93
WZTA-FM Mainstream AOR 4/92
WXDJ-FM Spanish Salsa, Meringue (3)(4)
WRMA-FM Spanish Adult Contemporary (3)(4)
WINZ-AM News/Sports 4/92
WFTL-AM Talk/Sports 6/95
WACC-AM Spanish Sports (5)
Tampa/St. Petersburg, FL....... 21 WHPT-FM Rock Adult Contemporary 11/91
WSJT-FM Smooth Jazz 7/95
WHNZ-AM News/Sports 11/91
WNZE-AM Sports 8/94
Orlando, FL.................... 35 WMGF-FM Soft Adult Contemporary 6/92
WJRR-FM Modern Rock 7/92
WWNZ-AM News 4/92
WWZN-AM Sports 12/94
Jacksonville, FL............... 50 WROO-FM Young Country 9/91
WPLA-FM Alternative Rock 6/92
WFSJ-FM Smooth Jazz (3)(6)(7)
WNZS-AM Sports 5/93
WZNZ-AM News 6/92
Cookeville, TN................. n/c WGSQ-FM Country 4/94
WHUB-FM Adult Contemporary (3)(7)
WPTN-AM Talk 4/94
WHUB-AM Country (3)(7)
</TABLE>

<TABLE>
<CAPTION>
COMMENCEMENT
AFFILIATE OF
RADIO NETWORKS(6) STATIONS FORMAT OPERATIONS
- ----------------------------------------------------------------- --------- ------ -----------
<S> <C> <C> <C>
Alabama Radio Network............................................ 74 News 1/95
Florida Radio Network............................................ 56 News 3/93
Tennessee Radio Network.......................................... 79 News 4/94
University of Florida Sports Network............................. 53 Sports 4/94
University of Miami Sports Network............................... 25 Sports 4/95
Penn State Sports Network........................................ 51 Sports 4/94
</TABLE>

PAXSON NETWORK-AFFILIATED TELEVISION

<TABLE>
<CAPTION>
COMMENCEMENT
NATIONAL TV OF
TV MARKET(1) MARKET RANK(2) STATION NETWORK AFFILIATION OPERATIONS
- -------------------------------- -------------- ------- ------------------- ------------
<S> <C> <C> <C> <C>
West Palm Beach, FL............. 45 WPBF-TV ABC 7/94
WTVX-TV(8) Warner/UPN 8/95
</TABLE>

- ---------------

(1) Each station is licensed by the FCC to serve a specific community, which is
included in the listed market.
(2) See "Certain Definitions and Market and Industry Data" for information
concerning market rank.
(3) Included in the Proposed Acquisitions.

(4) Purchase considered a significant business acquisition for accounting
purposes and therefore certain historical financial information is included
in pro forma financial information included herein.

(5) Company provides services to the station under a JSA; Company owns a 49%
interest.

(6) Company provides services to the station under a JSA.

(7) Purchase considered an insignificant business acquisition for accounting
purposes and therefore historical financial information is not required to
be included in the pro forma financial information included herein.

(8) Operated under a time brokerage agreement.

n/c Market not covered by Arbitron; revenue not independently reported.

6
<PAGE> 13

THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock Offered:
Company.................................... 10,300,000 shares
Selling Stockholders(1).................... 1,200,000 shares
Total.............................. 11,500,000 shares
U.S. Offering.............................. 9,200,000 shares
International Offering..................... 2,300,000 shares
Total.............................. 11,500,000 shares
Common Stock to be Outstanding after this
Offering:
Class A Common Stock(2).................... 37,396,954 shares
Class B Common Stock(3).................... 8,311,639 shares
Total(2)(3)(4)..................... 45,708,593 shares
Use of proceeds.............................. The Company intends to use the net proceeds to
the Company of the Offering to fund the
Proposed Acquisitions and related capital
expenditures, the exercise of the Station
Options (as defined), and capital expenditures
associated with certain previous acquisitions.
Pending such uses, the Company may repay
amounts outstanding under the Company's New
Credit Facility (as defined), which amounts
may subsequently be reborrowed. See "Use of
Proceeds."
Voting rights................................ The holders of the Class A Common Stock and
the Class B Common Stock vote together as a
single class on all matters submitted to a
vote of stockholders of the Company, with each
share of Class A Common Stock entitled to one
vote, and each share of Class B Common Stock
entitled to ten votes, except as otherwise
provided by law. Holders of Class C Common
Stock have no right to vote on any matter
voted on by the Stockholders of the Company,
except as may be provided by law or as
provided in certain circumstances in the
Company's Certificate of Incorporation (as
defined). See "Description of Capital Stock."
Upon consummation of the Offering and as a
result of his ownership of Class B Common
Stock, Mr. Paxson will continue to control the
outcome of any matter submitted to a vote of
stockholders, including the election of a
majority of the directors.
American Stock Exchange symbol............... PXN
Dividend policy.............................. The Company has not paid cash dividends on its
Common Stock and does not intend for the
foreseeable future to declare or pay any cash
dividends and intends to retain earnings, if
any, for the future operation and expansion of
the Company's business. The Company's ability
to pay dividends in the future is subject to
limitations and prohibitions of certain of the
Company's debt instruments and of its
Preferred Stock (as defined). See "Dividend
Policy."
</TABLE>

7
<PAGE> 14

(1) Includes 738,000 shares of Class A Common Stock issuable upon exercise of
the warrants to be purchased by the Underwriters from certain Selling
Stockholders. See "Principal and Selling Stockholders" and "Underwriting."
(2) Excludes (i) up to 568,000 shares of Class A Common Stock that may be sold
by the Company upon exercise of the overallotment option, (ii) the
1,639,205 shares of Class A Common Stock issuable upon exercise of options
outstanding as of February 29, 1996 under the Company's Stock Incentive
Plan that are not being exercised as a part of the Offering and (iii) the
2,441,379 shares of Class A Common Stock that are issuable by the Company
upon the exercise of certain warrants outstanding as of February 29, 1996
that are not being exercised as a part of the Offering. See "Underwriting"
and "Description of Capital Stock."
(3) Excludes the 813,793 shares of Class B Common Stock that are issuable by
the Company upon exercise of certain warrants outstanding as of February
29, 1996 that are not being exercised as a part of the Offering, which
Class B Common Stock is generally convertible into Class A Common Stock at
the holder's option. See "Description of Capital Stock."
(4) Excludes the 4,472,628 shares of Class C Common Stock that are issuable by
the Company upon exercise of certain Warrants outstanding as of February
29, 1996 that are not being exercised as a part of the Offering, which
Class C Common Stock is generally convertible into Class A Common Stock at
the holder's option. See "Description of Capital Stock."

RISK FACTORS

Investors should carefully consider the information set forth under the
heading "Risk Factors," in addition to the other information contained in this
Prospectus, before purchasing the securities offered hereby.

8
<PAGE> 15

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following summary historical and pro forma financial data, insofar as
it relates to each of the five years ended December 31, 1995, has been derived
from Company prepared financial information and should be read in conjunction
with the audited financial statements, including the consolidated balance sheets
at December 31, 1994 and 1995 and the related consolidated statements of
operations for each of the years in the three year period ended December 31,
1995 and the notes thereto, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Pro Forma Financial Information" and
"Selected Historical and Pro Forma Financial Data" included elsewhere herein.

The following unaudited summary pro forma statement of operations data and
other data for the year ended December 31, 1995 give effect to (i) the
consummation of the Offering; (ii) significant business acquisitions of KZKI-TV,
WGOT-TV, and WTVX-TV; (iii) the issuance of $230,000,000 aggregate principal
amount of Senior Subordinated Notes, issued on September 28, 1995 (the "Notes");
(iv) proposed significant business acquisitions for WRMA-FM and WXDJ-FM; and (v)
the exercise of the Station Options (see "The Proposed Acquisitions" for certain
information concerning the Station Options), as if such events had occurred on
January 1, 1995. WRMA-FM and WXDJ-FM are the only Proposed Acquisitions which
are considered to be significant business acquisitions and all other Proposed
Acquisitions are asset acquisitions or immaterial both individually and in the
aggregate and therefore are not required to be included in the pro forma
financial information. Prior operators' fiscal years have been conformed to the
Company's December 31, 1995 year end. In addition, depreciation and amortization
expense has been increased for the period to reflect preliminary purchase
accounting allocations for all stations included in the Proposed Acquisitions
and Station Options. The following unaudited summary pro forma balance sheet
data at December 31, 1995 gives effect to (i) the consummation of the Offering;
(ii) the Proposed Acquisitions and related capital expenditures; (iii) capital
expenditures on existing properties; (iv) the exercise of the Station Options;
(v) the termination of the holders' put on the Class A and Class B common stock
warrants; (vi) acquisitions and dispositions which have closed subsequent to
December 31, 1995; and (vii) the acquisition of a note receivable from Mr.
Paxson, as if such events included in (i) through (vii) had occurred on December
31, 1995. The Offering and the Proposed Acquisitions and certain management
assumptions and adjustments are described in the accompanying notes hereto. The
pro forma information should be read in conjunction with the Company's
consolidated financial statements and the notes thereto, as of December 31, 1995
and for the three years then ended, included elsewhere in this Prospectus. See
"Pro Forma Financial Information" appearing elsewhere in this Prospectus. This
pro forma information is not necessarily indicative of the Company's actual or
future operating results or financial position.

9
<PAGE> 16

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------- PRO FORMA
1991 1992 1993 1994 1995 1995(A)
------- ------- -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue......................... $ 830 $17,062 $ 32,062 $62,067 $103,074 $ 122,858
Operating expenses, excluding
depreciation, amortization and
option plan compensation............ 1,719 17,922 28,872 51,225 82,103 91,785
Option plan compensation(b)........... -- -- -- -- 10,803 10,803
Depreciation and amortization......... 497 5,977 9,351 12,404 18,719 38,546
------- ------- -------- ------- -------- ---------
Loss from operations.................. (1,386) (6,837) (6,161) (1,562) (8,551) (18,276)
Interest expense...................... (52) (1,262) (2,052) (5,210) (16,303) (31,288)
Interest income....................... -- -- 113 335 1,709 1,768
Other income (expense), net........... 10 134 108 (5) (982) (1,093)
Benefit (provision) for income
taxes............................... -- -- (2,960) 1,680 1,280 1,280
Extraordinary item and cumulative
effect of a change in accounting
principle(c)........................ -- 110 (457) -- (10,626) (10,626)
------- ------- -------- ------- --------
Net loss.............................. $(1,428) $(7,855) (11,409) (4,762) (33,473) (58,235)
======= =======
Dividends and accretion on preferred
stock and common stock
warrants(d)......................... (151) (3,386) (13,297) (13,297)
-------- ------- --------
Net loss attributable to common
stock............................... $(11,560) $(8,148) $(46,770) $ (71,532)
======== ======= ======== ========
Net loss per share(e)................. $ (0.36) $ (0.14) $ (0.97) $ (1.28)
Net loss per share attributable to
common stock(e)..................... (0.37) (0.24) (1.36) (1.57)
Weighted average shares outstanding --
primary and fully diluted(f)........ 31,582 33,430 34,430 45,573
======== ======= ======== ========
Cash dividends declared............... -- -- -- -- -- --
OTHER DATA:
EBITDA(g)............................. $ (796) $ (162) $ 4,522 $11,790 $ 24,582 $ 34,189
Capital expenditures(h)............... $ 60 $ 1,273 $ 1,963 $ 5,917 $ 25,017 $ 25,017
Adjusted EBITDA(i).................... $ 39,802
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1995
---------------------------
ACTUAL PRO FORMA(A)
-------- ------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents......................................... $ 68,071 $ 38,187
Working capital................................................... 74,338 44,454
Total assets...................................................... 293,832 478,436
Total debt........................................................ 240,289 257,989
Redeemable preferred stock and Class A and B common stock
warrants(j)..................................................... 57,176 50,711
</TABLE>

(see footnotes on the following page)

10
<PAGE> 17

NOTES TO SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
(IN THOUSANDS)

(a) Pro forma statement of operations data and other data for the year ended
December 31, 1995 gives effect to (i) the consummation of the Offering; (ii)
significant business acquisitions of KZKI-TV, WGOT-TV, and WTVX-TV; (iii)
issuance of the Notes on September 28, 1995; (iv) proposed significant business
acquisitions of WRMA-FM and WXDJ-FM; and (v) the exercise of the Station Options
as if such events had occurred on January 1, 1995. WRMA-FM and WXDJ-FM are the
only Proposed Acquisitions which are considered to be significant business
acquisitions and all other Proposed Acquisitions are asset acquisitions or are
immaterial both individually and in the aggregate and therefore are not required
to be included in the pro forma financial information. Prior operators' fiscal
years have been conformed to the Company's December 31, 1995 year end. In
addition, depreciation and amortization expense has been increased for the
period to reflect preliminary purchase accounting allocations for all stations
included in the Proposed Acquisitions and Station Options. The pro forma balance
sheet data as of December 31, 1995 gives effect to: (i) the consummation of the
Offering; (ii) the Proposed Acquisitions and related capital expenditures; (iii)
capital expenditures on existing properties; (iv) the exercise of the Station
Options; (v) the termination of the holders' put on the Class A and Class B
common stock warrants; (vi) acquisitions and dispositions which have closed
subsequent to December 31, 1995; and (vii) the acquisition of a note receivable
from Mr. Paxson, as if such events included in (i) through (vii) had occurred on
December 31, 1995.

(b) Option plan compensation represents a non-cash charge associated with
the granting of common stock options to employees under the Company's Stock
Incentive Plan. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Results of Operations" and "Management -- Stock
Incentive Plan."

(c) Extraordinary item and cumulative effect of a change in accounting
principle reflects a gain of $110 in 1992 as a result of a change in the method
of calculating depreciation and an extraordinary loss of $457 and $10,626 in
1993 and 1995, respectively, associated with the write-off of capitalized
financing costs on debt retired.

(d) Dividends and accretion on preferred stock and common stock warrants
represent the Senior Preferred Stock (as defined herein) (15% dividend rate),
redeemable Class A and Class B common stock warrants and Junior Preferred Stock
(as defined herein) (12% dividend rate). Such capital stock is mandatorily
redeemable and certain issues accrete. See "Description of Capital Stock."

(e) Loss per share data for the years ended December 31, 1993 and 1994 give
a pro forma effect to (i) the Company's amended capital structure related to the
merger with ANG; and (ii) a stock dividend on common shares outstanding on
January 1, 1995. For periods prior to January 1, 1993, loss per share data was
not computed as such amounts were not relevant.

(f) Weighted average shares outstanding for the years ended December 31,
1993 and 1994 give pro forma effect to an increase in the weighted average
number of shares outstanding relating to (i) the merger with ANG of 21,055 and
22,287 shares, respectively; and (ii) a stock dividend on common shares
outstanding on January 1, 1995 of 10,527 and 11,143 shares, respectively. For
periods prior to January 1, 1993, weighted average shares outstanding was not
computed as such amounts were not relevant.

(g) EBITDA is defined as net income (loss) before (i) extraordinary item and
cumulative effect of a change in accounting principle; (ii) benefit (provision)
for income taxes; (iii) other income (expense), net; (iv) interest expense; (v)
depreciation and amortization; (vi) option plan compensation; and (vii)
non-recurring items including terminated operations; less scheduled broadcast
rights payments.

(h) Includes all capital expenditures including expenditures associated with
the upgrade and conversion of acquired and operated television stations to the
inTV format. Pro forma capital expenditures exclude $38,550 of capital
expenditures associated with the Proposed Acquisitions and additional capital
expenditures on existing properties which will be funded from proceeds of the
Offering.

(i) Adjusted EBITDA is defined as EBITDA for the latest twelve months ended
December 31, 1995, less (i) segment operating profit for the Infomall TV Network
for such period plus (ii) four times segment operating profit for the Infomall
TV Network for the quarter ended December 31, 1995. Adjusted EBITDA is
calculated on a basis consistent with calculations under the Indenture (as
defined).

(j) The put rights of the holders of the Class A and Class B common stock
warrants will be terminated upon the closing of the Offering and such warrants
are not included in the pro forma amount at December 31, 1995.

11
<PAGE> 18

RISK FACTORS

Prospective investors should consider carefully the following risk factors
in addition to the other information set forth in this Prospectus before
purchasing the Class A Common Stock.

HIGH LEVEL OF INDEBTEDNESS; ABILITY TO SERVICE INDEBTEDNESS

The Company is highly leveraged. At December 31, 1995, on a pro forma
basis, after giving effect to this Offering and the Proposed Acquisitions, the
Company would have had $258.0 million of total debt, including $227.4 million of
Notes, and $50.7 million of redeemable preferred stock. In addition, subject to
restrictions in the indenture governing the Notes (the "Indenture") and the
Company's $100 million senior secured revolving credit facility (the "New Credit
Facility"), the Company may incur additional indebtedness from time to time to
finance acquisitions or capital expenditures or for other corporate purposes.
Interest expense for the years ended December 31, 1993, 1994 and 1995 was $2.1
million, $5.2 million and $16.3 million, respectively.

The level of the Company's indebtedness could have important consequences
to stockholders, including: (i) a substantial part of the Company's cash flow
from operations must be dedicated to debt service and will not be available for
other purposes; (ii) the Company's ability to obtain additional financing in the
future, if needed, may be limited; (iii) the Company's leveraged position and
covenants contained in the Indenture and the New Credit Facility (or any
replacement thereof) could limit its ability to expand and make capital
improvements and acquisitions; (iv) the Indenture and the New Credit Facility
contain certain restrictive covenants, including covenants that restrict or
prohibit the payment of dividends or other distributions by the Company to its
stockholders; and (v) the Company's level of indebtedness could make it more
vulnerable to economic downturns, limit its ability to withstand competitive
pressures and limit its flexibility in reacting to changes in its industry and
economic conditions generally. Certain of the Company's competitors currently
operate on a less leveraged basis and may have significantly greater operating
and financing flexibility than the Company.

The Company's ability to satisfy its debt obligations and to pay dividends
on its Preferred Stock (as defined herein) and Common Stock will depend upon its
future operating performance, which will be affected by prevailing economic
conditions and financial, business and other factors, many of which are beyond
its control. The Company expects that its operating cash flow will be sufficient
to meet its operating expenses and to service its debt and preferred stock
requirements as they become due. If the Company is unable to service its
indebtedness or make payments with respect to its preferred stock, however, it
will be forced to adopt an alternative strategy that may include actions such as
reducing or delaying capital expenditures, selling assets, restructuring or
refinancing its indebtedness or seeking additional equity capital. There can be
no assurance that any of these strategies could be effected on satisfactory
terms, if at all, and the implementation of any of these alternative strategies
could have a negative impact on the value of the Class A Common Stock. In the
event of a liquidation of the Company, the Class A Common Stock would be
subordinate to the Company's debt instruments and its Preferred Stock, as well
as other indebtedness incurred and outstanding preferred stock which may be
issued in the future. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

NET LOSSES

The Company has incurred net losses in each of its fiscal years since
inception. Net losses for the fiscal years ended December 31, 1993, 1994 and
1995 were $11.4 million, $4.8 million and $33.5 million, respectively.
Furthermore, the Company's Preferred Stock and certain warrants to purchase
shares of Class A Common Stock and Class B Common Stock have certain dividend,
redemption and accretion provisions. Net losses attributable to Common Stock for
the fiscal years ended December 31, 1993, 1994 and 1995 were $11.6 million, $8.1
million and $46.8 million, respectively. There can be no assurance that the
Company will not continue to generate net losses in the future.

12
<PAGE> 19

DEPENDENCE ON KEY PERSONNEL

The Company's business depends upon the efforts, abilities and expertise of
its executive officers and other key employees, including Lowell W. Paxson. If
certain of these executive officers were to leave the Company, the Company's
operating results could be adversely affected. In addition, in the event of Mr.
Paxson's death, the Company may be required, in certain circumstances, to make
an offer to repurchase the Notes and to redeem its Preferred Stock. See "Certain
Transactions -- Stockholders Agreement." However, there can be no assurance that
if such an event were to occur, the Company will have, or will have access to,
sufficient funds to satisfy such repurchase or redemption obligations. The
Company maintains insurance on Mr. Paxson's life, in the amount of five million
dollars. Mr. Paxson has an employment agreement that expires on December 31,
1999, unless terminated sooner as permitted therein. See "Management --
Employment Agreements."

"MUST CARRY" REGULATIONS

The Company believes that its growth and success depend in part upon access
to households served by cable television systems. Pursuant to the Cable
Television Consumer Protection and Competition Act of 1992 (the "1992 Cable
Act"), each broadcaster was required to elect to exercise either certain "must
carry" or retransmission consent rights in connection with carriage of their
signals by cable systems in their local market. By electing the "must carry"
rights, a broadcaster can demand carriage on a specified channel on cable
systems within its DMA. These "must carry" rights are not absolute, and their
exercise depends on variables such as (i) the number of activated channels on a
cable system, (ii) the location and size of a cable system, and (iii) the amount
of duplicative programming on a broadcast station. Therefore, under certain
circumstances, a cable system can decline to carry a given station.
Alternatively, if a broadcaster chooses to exercise retransmission consent
rights, it can prohibit cable systems from carrying its signal or grant the
appropriate cable system the authority to retransmit the broadcast signal for a
fee or other consideration. The Company's television stations have elected the
"must carry" alternative. The Company's elections of retransmission or "must
carry" status will continue until the next required election date of October 1,
1996.

The "must carry" rules have been subject to judicial scrutiny. In April
1993, the United States District Court for the District of Columbia upheld the
constitutionality of the "must carry" provisions. In June 1994, the Supreme
Court ruled that the "must carry" provisions were content-neutral and, thus, not
subject to strict scrutiny; however, the Supreme Court remanded the case to the
lower federal court with instructions to hold further proceedings with respect
to evidence that lack of the "must carry" requirements would harm local
broadcasting. On December 12, 1995, the District Court again upheld the
constitutionality of the "must carry" provisions. The District Court's most
recent decision has been appealed to the Supreme Court and management cannot
predict the final outcome of the Supreme Court case or the extent to which, in
the absence of any "must carry" obligation, its television stations might lose
viewers because of the deletion or repositioning of its signal on cable
television systems. See "Business -- Federal Regulation of Broadcasting."

GOVERNMENT REGULATION

Each of the Company's radio and television stations operates pursuant to
one or more licenses issued by the Federal Communications Commission (the "FCC")
that expire at different times, commencing in February 1996. The Company may
apply to renew those licenses, and third parties may challenge those
applications. Although the Company has no reason to believe that its licenses
will not be renewed in the ordinary course, there can be no assurance that the
licenses will be renewed.

The radio and television broadcasting industries are subject to extensive
and changing regulation. Among other things, the Communications Act of 1934, as
amended (the "Communications Act"), and FCC rules and policies require FCC
consent to assignments of FCC licenses and transfers of control of FCC
licensees. Congress and the FCC currently have under consideration and may in
the future adopt new laws and regulations and policies regarding a wide variety
of matters which could, directly or indirectly, adversely affect the ownership
and operation of the Company's broadcast properties, as well as the Company's
business

13
<PAGE> 20

strategies. In addition, relaxation of the existing multiple ownership and
cross-ownership rules and policies by the FCC, as provided in the newly-enacted
Telecommunications Act of 1996 (the "1996 Act"), removes restrictions on larger
media, entertainment and telecommunications companies, with greater access to
capital and resources than the Company, from competing with the Company for the
acquisition of media properties and the negotiation of programming arrangements.
Changes in the FCC's rules following passage of the 1996 Act, such as
elimination of restrictions on the offering of multiple network services by the
existing major television networks, the relaxation of restrictions on the
participation by the regional Bell holding companies in cable television and
other direct-to-home video technologies, the removal of nationwide restrictions
on radio broadcast ownership and the relaxation of restrictions on nationwide
broadcast television ownership could accelerate the existing trend toward
vertical integration in the telecommunications, media and home entertainment
industries and cause the Company to face more formidable competition in the
future. See "Business -- Federal Regulation of Broadcasting."

MULTIPLE OWNERSHIP RULES; TIME BROKERAGE AGREEMENTS

Current FCC duopoly rules prohibit ownership interests in two or more
television stations with overlapping service areas. The FCC generally applies
its ownership limits to attributable interests held by an individual,
corporation, partnership or other entity. In the case of corporations holding
broadcast licenses, the interests of officers, directors and those who directly
or indirectly have the right to vote 5% or more of the corporation's voting
stock (or 10% or more of such stock in the case of insurance companies, certain
regulated investment companies and bank trust departments) are generally deemed
to be attributable, as are positions as an officer or director of a corporate
parent of a broadcast licensee. Changes in the rule for attributing the
ownership of media interests for purposes of the FCC's multiple ownership and
cross-ownership rules could require that the Company restructure or divest
itself of some existing broadcast interests.

The 1996 Act eliminated the existing restrictions on the number of
television stations that a single entity may own nationwide and increased the
nationwide ceiling for national television audience reach to 35 percent of the
television households, with UHF stations counting only 50% of their respective
market households. Congress also has directed the FCC to institute a proceeding
to review its present rules to determine whether to retain, modify or eliminate
its present restrictions on the number of television stations in which a single
entity may hold an attributable interest within a single market.

The FCC previously initiated rule making proceedings to consider proposals
to modify its television ownership restrictions, including ones that may permit
ownership, in some circumstances, of two television stations with overlapping
service areas, and these rule making procedures may be incorporated in the
proceedings required by the 1996 Act. The FCC also is considering in these
proceedings whether to adopt restrictions on television time brokerage
agreements. The duopoly rules for television currently prevent the Company from
acquiring the FCC licenses of television stations with which it has time
brokerage agreements in those markets where the Company owns a television or
radio station. In addition, if the FCC were to decide that the provider of
programming services under time brokerage agreements should be treated as having
an attributable ownership in the television station it programs, and if it did
not relax the duopoly rules, or if the FCC were to adopt restrictions on time
brokerage agreements without grandfathering existing time brokerage agreements,
the Company could be required to renegotiate or terminate certain of its time
brokerage agreements. The 1996 Act specifies, however, that none of the
provisions relating to broadcast ownership shall be construed to prohibit the
origination, continuation or renewal of any television time brokerage agreement
that is in compliance with the regulations of the FCC. The Committee Report
accompanying the 1996 Act notes that the Act grandfathers time brokerage
agreements in existence upon enactment of the act and allows time brokerage
agreements in the future, consistent with the FCC's rules. Nevertheless, if the
FCC were to find that the licensees of the stations with which the Company has
time brokerage agreements failed to maintain control over their operations as
required by FCC rules and policies, the licensee of the time brokerage
agreements and/or the Company could be fined or could be set for hearing, the
outcome of which could be a fine or, under certain circumstances, loss of the
applicable FCC license. The Company is unable to

14
<PAGE> 21

predict the ultimate outcome of possible changes to these FCC rules and the
impact such FCC rules may have on its broadcasting operations. See
"Business -- Federal Regulation of Broadcasting."

VOTING CONTROL BY FOUNDING STOCKHOLDER

After the Offering, Lowell W. Paxson will beneficially own approximately
64.5% of the outstanding Class A Common Stock (approximately 61.5% if the
Underwriters' over-allotment option is exercised in full) and 100% of the
outstanding Class B Common Stock and will have 89.0% of the voting power of the
outstanding Common Stock (87.7% if the Underwriters' overallotment option is
exercised in full). As a result, Mr. Paxson will effectively be able to control
the outcome of matters requiring a stockholder vote, including the election of
directors, adopting or amending provisions of the Company's certificate of
incorporation and bylaws, and approving certain mergers or other similar
transactions, such as a sale of substantially all the Company's assets. See
"Principal and Selling Stockholders."

Purchasers of Class A Common Stock offered hereby will become minority
stockholders of the Company and will be unable to control the management or
business policies of the Company. Moreover, subject to contractual restrictions
and general fiduciary obligations, the Company is not prohibited from engaging
in transactions with its management and principal stockholders, or with entities
in which such persons are interested. The Company's certificate of incorporation
does not provide for cumulative voting in the election of directors.

ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS, BYLAWS, AND STATE LAW

The Company's certificate of incorporation and bylaws and Delaware law
contain provisions that may have the effect of inhibiting a non-negotiated
merger or other business combination. These provisions are intended to encourage
a person interested in acquiring the Company to negotiate with, and to obtain
the approval of, the Board of Directors in connection with the transaction.
However, certain of these provisions may discourage a future acquisition of the
Company, including an acquisition in which stockholders might otherwise receive
a premium for their shares. As a result, stockholders who might desire to
participate in such a transaction may not have the opportunity to do so. See
"Description of Capital Stock -- Certain Provisions of the Company's Certificate
of Incorporation" and "-- Bylaws."

In addition to its authorized shares of Common Stock, the Company's
certificate of incorporation authorizes the issuance of up to 1,000,000 shares
of preferred stock. The Board of Directors has authority to determine the price,
rights, preferences, privileges and restrictions, including the voting rights of
those shares, without any further vote or action by the stockholders. Of the
1,000,000 shares of preferred stock that the Company is authorized to issue, as
of December 31, 1995: (a) 2,000 shares have been designated as 15% Cumulative
Compounding Redeemable Preferred Stock, (b) 714.286 shares have been designated
as Series B 15% Cumulative Compounding Redeemable Preferred Stock, and (c)
33,000 shares have been designated as Junior Cumulative Compounding Redeemable
Preferred Stock. The holders of the Company's outstanding Preferred Stock have
rights which are generally senior to those of the holders of the Common Stock,
including certain voting, redemption and other rights which could have the
effect of inhibiting a change in control of the Company without the consent of
such holders and thereby delay, discourage or prevent a future acquisition of
control of the Company. The rights of holders of Common Stock will be subject
to, and may be adversely affected by, the rights of holders of any Preferred
Stock that may be issued in the future. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire a majority of the outstanding voting stock of the
Company. The Company has no current plans to issue additional shares of
preferred stock. See "Description of Capital Stock."

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS

Upon consummation of the Offering, the Company will have outstanding a
total of 37,396,954 shares of Class A Common Stock (38,778,954 shares if the
Underwriters' over-allotment option is exercised in full), which gives effect to
the issuance of 843,000 shares upon the exercise of options and warrants
(1,657,000 if the

15
<PAGE> 22

Underwriters' over-allotment option is exercised in full), 8,311,639 shares of
Class B Common Stock and no shares of Class C Common Stock. Generally, shares of
Class B Common Stock and Class C Common Stock are convertible to shares of Class
A Common Stock at the option of the holder thereof. In addition, there will be
outstanding options to purchase an aggregate of 1,639,205 shares of Class A
Common Stock and warrants to purchase an aggregate of 2,441,379 shares of Class
A Common Stock, 813,793 shares of Class B Common Stock and 4,472,628 shares of
Class C Common Stock, all of which are currently exercisable. Of the outstanding
shares, the shares of Class A Common Stock sold in the Offering will be freely
transferable without restriction under the Securities Act of 1933, as amended
(the "Securities Act"), except for any such shares purchased by "affiliates" of
the Company as that term is defined in Rule 144 of the Securities Act ("Rule
144"), which will be subject to the limitations of Rule 144 under the Securities
Act. 24,672,686 shares of Class A Common Stock, all 8,311,639 shares of Class B
Common Stock and all shares of Class C Common Stock, including any such shares
acquired upon the exercise of outstanding options or warrants, will be
"restricted securities" for purposes of Rule 144 and, subject to the agreement
discussed below, may not be resold unless registered under the Securities Act or
sold pursuant to an applicable exemption from registration thereunder, including
the exemptions contained in Rule 144. All of such restricted shares are eligible
for sale on the open market under Rule 144 (subject to the volume and manner of
sale limitations of that rule) except for (i) shares issued upon the exercise of
warrants to purchase Class C Common Stock which will be so eligible for sale,
commencing in December 1996 (unless a proposed amendment to Rule 144 is adopted
by the Commission, in which case all such shares would immediately be eligible
for sale on the open market under Rule 144 (subject to the volume and manner of
sale limitations of that rule)); (ii) 94,767 shares of Class A Common Stock
which shall be so eligible in April 1997 (or in April 1996 if such proposed
amendment is adopted); and (iii) 441,376 shares of Class A Common Stock which
shall be so eligible in July 1997 (or in July 1996 if such proposed amendment is
adopted).

The Company is a party to a stockholders' agreement (the "Stockholders
Agreement") with certain of its stockholders, which grants them the right to
require the Company, subject to certain limitations, to effect up to five
"demand" registrations under the Securities Act for the sale of such
stockholders' shares of Common Stock. The Stockholders Agreement also provides
that in the event that the Company proposes to register any of its Common Stock
under the Securities Act, whether or not for its own account, at any time or
times, the stockholders that are parties to the Stockholders Agreement shall be
entitled, with certain exceptions, to include their shares of Common Stock in
such registration unless the managing underwriters of such offering exclude some
or all of such shares from such registration under the circumstances specified
in the Stockholders Agreement.

The Company, its executive officers and directors and certain of the
Company's existing stockholders have generally agreed that, for a period of 180
days from the date of this Prospectus, they will not, without the prior consent
of Smith Barney Inc., offer, sell, contract to sell or otherwise dispose of, any
shares of capital stock of the Company or any securities convertible into, or
exercisable or exchangeable for, capital stock of the Company. Such restrictions
have certain exceptions, including permitting the Company to issue capital stock
in connection with acquisitions, including the Proposed Acquisitions. See
"Underwriting."

Because there has been only a limited public market for shares of the Class
A Common Stock, the Company is unable to predict the effect, if any, that future
sales of shares, or the availability of shares for future sale, will have on the
market price for the Class A Common Stock prevailing from time to time. Sales of
substantial amounts of Class A Common Stock, or the perception that such sales
could occur, could adversely affect market prices for the Class A Common Stock
and could impair the Company's future ability to obtain capital through an
offering of equity securities.

CHANGE OF CONTROL

A "change of control" (as defined in the New Credit Facility) constitutes
an event of default under the New Credit Facility. In the event of a "change of
control" (as defined in the Indenture), the Company is required to offer to
repurchase all of the outstanding Notes at 101% of the principal amount thereof
plus any accrued and unpaid interest thereon to the date of the purchase. A
"change of control" (as defined with respect to the Preferred Stock) will
require the Company to redeem the Senior Preferred Stock and pay a

16
<PAGE> 23

significantly higher dividend on the Junior Preferred Stock, unless it is
redeemed. The exercise by the holders of the Notes of their right to require the
Company to repurchase the Notes upon a change of control could also cause a
default under the New Credit Facility and other indebtedness of the Company. The
Company's ability to repurchase the Notes or to repay such indebtedness may be
limited by the Company's then existing financial resources. There can be no
assurance that in the event of any such change of control, the Company will
have, or will have access to, sufficient funds or will be contractually
permitted under the terms of outstanding indebtedness to pay the required
purchase price for all Notes tendered by holders upon a change of control, repay
outstanding indebtedness or redeem Senior Preferred Stock or Junior Preferred
Stock. See "Description of Capital Stock -- Senior Preferred Stock" and
"-- Junior Preferred Stock."

NEW INDUSTRY

inTV operates in a relatively new industry with a limited operating
history. Potential investors should be aware of the difficulties and uncertainty
that are normally associated with new industries, including a lack of consumer
and advertiser acceptance, difficulty in obtaining financing, increasing
competition, advances in technology, and changes in law and regulations. There
can be no assurance that this new industry will develop and continue as a viable
industry. Such development could require the Company to sell its owned inTV
dedicated television stations or convert them to other uses that are less
profitable than expected. Growth in revenue from the Company's inTV business
depends on increasing consumer awareness and acceptance of infomercial
programming and growing demand by infomercial advertisers. See "Business --
Infomall TV Network."

ABILITY TO MANAGE GROWTH

Since inception, the Company has experienced rapid growth, primarily
through acquisitions. Rapidly growing businesses frequently encounter unforeseen
expenses and delays in completing acquisitions, as well as difficulties and
complications in integrating acquired operations without disruption to overall
operations. In addition, such rapid growth may adversely affect the Company's
operating results because of many factors, including capital requirements,
transitional management and operating adjustments, and interest costs associated
with acquisition debt. There can be no assurance that the Company will
successfully integrate recently acquired and future acquired operations or
successfully manage the costs often associated with rapid growth. While the
Company has no probable or pending significant acquisitions other than the
Proposed Acquisitions and the exercise of the Station Options, the Company
continuously evaluates the acquisition or operation of additional television and
radio stations.

TIME BROKERAGE AGREEMENTS -- RIGHTS OF PREEMPTION AND TERMINATION

Upon completion of the Proposed Acquisitions, the exercise of the Station
Options and the restructuring of the Company's investment in WTWS-TV, the
Company will operate six television stations pursuant to time brokerage
agreements, which stations will not be owned by the Company. The Company will
have options to purchase three of such stations. All of the Company's time
brokerage agreements allow, in accordance with FCC rules, regulations and
policies, preemption of the Company's programming by the FCC licensee of each
station with which the Company has a time brokerage agreement. In addition, each
time brokerage agreement provides that under certain limited circumstances it
may be terminated by the FCC licensee. Accordingly, there can be no assurance
that the Company will be able to air all the programming expected to be aired on
those stations with which it has a time brokerage agreement or that the Company
will receive the expected advertising revenue from the sale of advertising in
such programming. Although the Company believes that the terms and conditions of
each of its time brokerage agreements should enable the Company to air and
utilize the programming and other non-broadcast license assets of the respective
stations, there can be no assurance that early terminations of the time
brokerage agreements or unexpected preemptions of all or a significant part of
the programming by the FCC licensee of such stations will not occur. An early
termination of one of the Company's time brokerage agreements or repeated and
material preemptions of programming could adversely affect the Company's
operations. In addition, the Company's time brokerage agreements generally have
expiration dates ranging from seven to ten years. The Company expects its future
time brokerage agreements to have terms of not more than ten years. There can be
no assurance that the Company will be able to negotiate extensions of its time
brokerage agreements on terms satisfactory to the Company.

17
<PAGE> 24

INDUSTRY AND ECONOMIC CONDITIONS; SEASONALITY

The profitability of the Company's radio and television stations is subject
to various factors that influence the radio and television broadcasting
industries as a whole. The Company's radio and television stations may be
affected by numerous factors, including changes in audience tastes, priorities
of advertisers, new laws and governmental regulations and policies, changes in
broadcast technical requirements, technological changes, proposals to eliminate
the tax deductibility of expenses incurred by advertisers and changes in the
willingness of financial institutions and other lenders to finance radio and
television station acquisitions and operations. The Company cannot predict
which, if any, of these or other factors might have a significant impact on the
radio and television broadcasting industry in the future, nor can it predict
what impact, if any, the occurrence of these or other events might have on the
Company's operations. Generally, advertising tends to decline during economic
recession or downturn. Consequently, the Company's broadcasting revenue is
likely to be adversely affected by a recession or downturn in the United States
economy or other events or circumstances that adversely affect advertising
activity. In addition, the Company's operating results in individual geographic
markets could be adversely affected by local regional economic downturns,
particularly in Florida. Seasonal revenue fluctuations are common in the radio
and television broadcasting industry and result primarily from fluctuations in
advertising expenditures by local retailers. Paxson Radio and Paxson
Network-Affiliated Television generally experience their lowest revenue for the
year in the first quarter, whereas their highest revenue generally occurs in the
fourth fiscal quarter. Because of the short operating history of inTV, the
Company's ability to assess the effects of seasonality on inTV is limited. It
appears, however, that inTV may experience its highest revenues in the first and
fourth quarters.

COMPETITION; NEW TECHNOLOGY

The Company's television and radio stations are located in highly
competitive markets. The financial success of each of the Company's radio and
television stations depends, to a significant degree, upon its audience ratings,
its share of the overall radio or television (as applicable) sales within its
geographic market, the economic health of the market and the popularity of its
programming. The audience ratings and advertising of such individual stations
are subject to change and any adverse change in a particular market could have a
material adverse effect on the revenue and cash flow of the Company. Paxson
Radio stations compete for audience share and advertising revenue directly with
other FM and AM radio stations and with other media within their respective
markets. Although Paxson Radio competes with other radio stations with
comparable programming formats in most of its markets, if another station in the
market were to convert its programming format to a format similar to one of the
Company's radio stations, if a new radio station were to adopt a competitive
format or if an existing competitor were to strengthen its operations, the
Company's stations could suffer a reduction in ratings or advertising revenue
and could require increased promotional and other expenses. Paxson
Network-Affiliated Television stations face similar competitive forces. In
addition, to the extent that certain of the Company's competitors have or may,
in the future, obtain greater resources than the Company, its ability to compete
successfully in its broadcasting markets may be impeded. There can be no
assurance that the Company will be able to maintain or increase its current
audience ratings and advertising revenue. See "Business -- Competition."

The Company's owned and operated inTV stations face significant competition
from various broadcasting stations and broadcasting and cable networks that air
both traditional and long-form paid programming in varied amounts, as well as
local cable operators that sell blocks of time to long-form advertisers and
could encounter competition from developments in technology that may be
subsequently commercialized. To the extent that the Infomall TV Network is
successful, it is likely that the Company will face additional competition from
new market entrants. See "Business -- Competition."

TECHNOLOGY CHANGES

Radio and television broadcasting are also subject to competition with new
media technologies that are being developed or have been introduced, such as,
for radio, the delivery of audio programming through cable television, telephone
or electrical wires or the introduction of digital audio broadcasting ("DAB")
and, for television, direct satellite-to-home video programming and so-called
video dialtone in which telephone or

18
<PAGE> 25

other companies provide broad-band wire links for delivery of video programming
to homes by independent program suppliers. DAB may provide a medium for the
delivery by satellite or terrestrial means of multiple audio programming formats
to local and national audiences. Further, the Company may be subject to other
changes in technology and the manner in which businesses and individual
households adopt such technologies and embrace new communication and
distribution channels available via the Internet, World Wide Web, and other such
broadband networks. Prospective technology enhancements may allow for increased
economic, distribution and communication efficiencies which may impact the
Company. The Company cannot predict the effect, if any, that these or other new
technologies may have on the industries in which the Company operates, or on the
Company. See "Business -- Federal Regulation of Broadcasting."

RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS

The New Credit Facility and the Indenture each contain certain covenants
that restrict, among other things, the Company's ability to incur additional
indebtedness, incur liens, make investments, pay dividends or make certain other
restricted payments, consummate certain asset sales, consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company. In addition, the New Credit
Facility also requires the Company to comply with certain financial ratios and
tests, under which the Company is required to achieve certain financial and
operating results. The Company's ability to meet these financial ratios and
tests may be affected by events beyond its control, and there can be no
assurance that they will be met. In the event of such a default under the New
Credit Facility, the lenders thereunder may terminate their lending commitments
and declare the indebtedness under the New Credit Facility immediately due and
payable, which would result in a default under the Notes. There can be no
assurance that the Company would have sufficient assets to pay indebtedness then
outstanding under the New Credit Facility and the Notes. Any refinancing of the
New Credit Facility is likely to contain similar restrictive covenants.

LIMITED PUBLIC MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been only a limited public market for the
Common Stock and there can be no assurance that an active trading market for the
Class A Common Stock will develop and continue after the Offering. The public
offering price of the Class A Common Stock will be determined through
negotiations among the Company and representatives of the Underwriters based
upon a variety of factors. Additionally, the market price of the Class A Common
Stock could be subject to significant fluctuations in response to quarterly and
annual operating results of the Company, announcements of technological
improvements or new products by the Company or its competitors, changes in
financial estimates by securities analysts, changes in general conditions in the
economy, the financial markets, or the broadcasting, advertising or television
retail shopping industries, or other developments affecting the Company, its
customers or its competitors, some of which may be unrelated to the Company's
performance and beyond the Company's control.

NO DIVIDENDS

DILUTION

Persons purchasing shares of Class A Common Stock in the Offering will
incur immediate and substantial dilution in the net tangible book value per
share of Class A Common Stock. Dilution for this purpose represents the
difference between the assumed $17.00 per share offering price of the Class A
Common Stock and the pro forma net tangible book value per share of the Class A
Common Stock as of December 31, 1995 adjusted for the consummation of the
Offering and the Proposed Acquisitions. See "Dilution."

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<PAGE> 26

THE PROPOSED ACQUISITIONS

The Company currently has agreements, subject to various conditions
including the receipt of regulatory approvals, to purchase the assets of or, as
indicated below, to finance the acquisition of assets of, and enter into time
brokerage agreements with respect to, the following television and radio
stations (the "Proposed Acquisitions") (dollars in thousands):

<TABLE>
<CAPTION>
ANTICIPATED
COMMENCEMENT EXPECTED TOTAL
OF PURCHASE CAPITAL EXPECTED
MARKET(1) STATION OPERATIONS PRICE EXPENDITURES COST
- ---------------------------- --------------------- ------------ -------- ------------ --------
<S> <C> <C> <C> <C> <C>
TELEVISION
Dallas, TX................ Channel 68(2) 12/96 $ 3,000 $ 3,000 $ 6,000
Atlanta, GA*.............. WNGM-TV(2)(3) 4/96 n/a 2,400 2,400
Milwaukee, WI*............ WHKE-TV(2)(4) 1/97 4,000 1,900 5,900
Grand Rapids, MI.......... WJUE-TV(2)(5) 6/96 1,000 4,300 5,300
West Palm Beach, FL**..... WHBI-TV(2) 7/96 3,000 3,300 6,300
Albany, NY................ WOCD-TV(2) 5/96 2,500 1,000 3,500
Salt Lake City, UT........ KZAR-TV(2)(6) 12/96 850 3,200 4,050
Providence, RI............ WOST-TV(2)(6) 12/96 1,000 2,500 3,500
San Juan, PR.............. WSJN-TV(2)(6)(7) 2/96 4,000 500 4,500
RADIO
Jacksonville, FL.......... WFSJ-FM(8)(9) 6/96 1,550 0 1,550
Cookeville, TN............ WHUB-FM(9) 9/96 3,800 0 3,800
WHUB-AM(9) 9/96
Miami/Ft. Lauderdale, WXDJ-FM(10) 6/96 107,500 0 107,500
FL.....................
WRMA-FM(10) 6/96
Less Deposits (7,000) (7,000)
Paid............
-------- ------------ --------
Total............. $125,200 $ 22,100 $147,300
======== ========= ========
</TABLE>

- ---------------

* To be operated pursuant to a time brokerage agreement.
** inTV affiliate upon acquisition by Cocola Media Corporation of Florida. See
"Business -- Time Brokerage Agreements, Joint Sales Agreements and Other
Interests in Broadcast Stations."
(1) Each station is licensed by the FCC to serve a specific community which is
included in the listed market.

(2) Purchase considered an asset acquisition for accounting purposes and
therefore historical financial information is not required to be included
in the pro forma financial information included herein.

(3) The station license will be purchased and held by an affiliate of Whitehead
Media. The Company has entered into a time brokerage agreement with
Whitehead Media to operate the station. The purchase price of $10 million
will be financed by a third party and the Company will provide for certain
of this station's capital expenditures.

(4) The Company will finance acquisition of the station by The Christian
Network, Inc. and will have an option to acquire the station.

(5) 70% ownership interest to be acquired.

(6) 50% ownership interest to be acquired. See "Business -- Time Brokerage
Agreements, Joint Sales Agreements and Other Interests in Broadcast
Stations."

(7) Operated pursuant to a time brokerage agreement pending acquisition of 50%
interest.

(8) To be acquired through acquisition of Todd Communications, Inc.; Company
currently provides services under a JSA. See "Certain Transactions."

(9) Purchase considered an insignificant business acquisition for accounting
purposes and therefore historical financial information is not required to
be included in the pro forma financial information included herein.

(10) Purchase considered a significant business acquisition for accounting
purposes and therefore certain historical financial information is included
in the pro forma financial information included herein.

The Company has agreed to acquire WXDJ-FM and WRMA-FM in the Miami market
for a price of either (i) $107.5 million in cash or (ii) $92 million in cash
plus 1,277,778 shares of Class A Common Stock (subject to increase if the market
value of the Class A Common Stock declines below $18 per share), as determined
at the seller's option prior to the execution of definitive purchase
documentation. For purposes of the information set forth in this prospectus, the
Company has assumed that the sellers will elect to receive the purchase price
for the stations entirely in cash. Were the sellers to elect to receive cash and
shares of Class A Common Stock, the anticipated aggregate cost of all of the
Proposed Acquisitions and related capital

20
<PAGE> 27

expenditures listed above would increase from approximately $147.3 million to
approximately $154.8 million ($23 million of which would be payable in shares of
Class A Common Stock).

In addition to the Proposed Acquisitions set forth above, the Company
intends to exercise options to acquire the following television stations
currently being operated by the Company pursuant to time brokerage agreements:
WFCT-TV (Tampa, FL), WCTD-TV (Miami, FL), KUBD-TV (Denver, CO), KWBF-TV
(Phoenix, AZ), WCEE-TV (St. Louis, MO) and WTJC-TV (Dayton, OH). Exercise of
certain of such options by the Company became permissible with the recent
enactment of the 1996 Act. The aggregate exercise price for the foregoing
options (collectively, the "Station Options") is $1.4 million.

The Company has a history of regularly considering the acquisition of
broadcast and other properties, and at any given time is in various stages of
considering such opportunities. In addition to the Proposed Acquisitions, the
Company is currently conducting due diligence with respect to certain broadcast
and other properties, primarily in Florida markets, following the execution of
six separate non-binding letters of intent. If all of these potential
acquisitions were consummated, the aggregate purchase price could be as much as
$110 million, substantially all of which would likely to be paid in cash and the
remainder through the issuance of Common Stock. The consummation of such
acquisitions would require various regulatory approvals and could require, among
other things, the waiver or consent of the Company's existing lenders and
holders of Preferred Stock as well as additional financing relating to one or
more of the potential acquisitions. If definitive acquisition agreements are
executed, the Company anticipates that closing on the purchases of such
acquisitions would require an additional three to twelve months. Given the
nature of these arrangements and the numerous conditions precedent to any
acquisition, there can be no assurance that any of these acquisitions will
occur.

Company investments in broadcast properties (including certain of the
Proposed Acquisitions as noted above) involve arrangements with third parties,
including time brokerage agreements and joint sales agreements, as well as the
co-ownership of certain television stations and radio stations. These
investments in broadcast properties permit the Company to have a presence in
additional markets and to enjoy many, but not all, of the benefits of ownership
while at the same time remaining in compliance with FCC regulations. For a
description of the Company's relationships with these companies, see
"Business -- Time Brokerage Agreements, Joint Sales Agreements and Other
Interests in Broadcast Stations." The Company has structured its relationships
with these companies in a manner designed to ensure strict compliance with the
FCC's rules and regulations governing television station ownership.

USE OF PROCEEDS

The net proceeds to the Company from the Offering (after deduction of the
underwriting discounts and commissions and estimated offering expenses) are
estimated to be approximately $165.2 million ($174.7 million if the
Underwriters' over-allotment option is exercised in full). The Company will not
receive any of the proceeds from the sale of the Class A Common Stock being sold
by the Selling Stockholders. Of the net proceeds to the Company from the
Offering, (i) $147.3 million will be used to fund the Proposed Acquisitions and
related capital expenditures; (ii) $1.4 million will be used to fund the
exercise of the Station Options; and (iii) $16.5 million will be used to fund
capital expenditures associated with certain previous acquisitions. Pending the
use of proceeds described above, the net proceeds will be invested in
short-term, investment grade securities, certificates of deposit, or direct or
guaranteed obligations of the United States Government, and may be used to repay
amounts outstanding under the New Credit Facility, the Company's senior secured
revolving credit facility which currently bears an interest rate of LIBOR plus
3.25% (8.93% as of December 31, 1995).

21
<PAGE> 28

PRICE RANGE OF CLASS A COMMON STOCK

In November 1994, the Company's Class A Common Stock became publicly-held
through its merger with The American Network Group, Inc. ("ANG") and beginning
November 7, 1994, the Class A Common Stock was listed on the Nasdaq Small-Cap
Market. Since July 10, 1995, the Class A Common Stock has been listed on the
American Stock Exchange under the symbol PXN. The following table sets forth for
the periods indicated, the high and low last sales price per share for the Class
A Common Stock, as reported on the Nasdaq Small-Cap Market (until July 7, 1995)
and the closing sale price per share for the Class A Common Stock on the
American Stock Exchange thereafter.

<TABLE>
<CAPTION>
HIGH LOW
---- ----
<S> <C> <C>
1994
Fourth quarter (beginning November 7, 1994)..................................... 16 10 5/8
1995
First Quarter................................................................... 12 5/8 9
Second Quarter.................................................................. 14 8
Third Quarter................................................................... 15 3/4 12
Fourth Quarter.................................................................. 16 3/8 11 1/2
1996
First Quarter (through February 29)........................................... 21 1/4 13 7/8
</TABLE>

On February 29, 1996, the closing price of the Class A Common Stock on the
American Stock Exchange was $20.00 per share. As of that date, there were
approximately 330 holders of record of the Class A Common Stock. Because of the
limited trading activity in the Class A Common Stock, the preceding prices may
not be indicative of the actual value of the Class A Common Stock or of the
trading prices that would result from a more seasoned market.

DIVIDEND POLICY

The Company has not paid cash dividends and does not intend for the
foreseeable future to declare or pay any cash dividends on its Common Stock and
intends to retain earnings, if any, for the future operation and expansion of
the Company's business. Any determination to declare or pay dividends will be at
the discretion of the Company's board of directors and will depend upon the
Company's future earnings, results of operations, financial condition, capital
requirements, contractual restrictions under the Indenture and the New Credit
Facility, considerations imposed by applicable law and other factors deemed
relevant by the board of directors. In addition, the terms of the outstanding
shares of Preferred Stock contain restrictions on the declaration of dividends
with respect to the Common Stock. See "Management's Discussion and Analysis of
Financial Condition and Results of Operation -- Liquidity and Capital Resources"
and "Description of Capital Stock."

DILUTION

The net tangible book value (deficit) of the Company as of December 31,
1995 was approximately ($101.8 million) or ($2.95) per share of Common Stock.
Net tangible book value (deficit) per share is equal to the Company's total
tangible assets less total liabilities (including mandatorily redeemable
securities) divided by the total number of shares of Common Stock outstanding.
After giving effect to the sale of the shares of Class A Common Stock offered
hereby at the assumed public offering price of $17.00 per share (after deducting
the estimated underwriting discounts and commissions and estimated offering
expenses payable by the Company) and the receipt of the net proceeds of $165.2
million therefrom, the pro forma net tangible book value of the Company as of
December 31, 1995 would have been $63.4 million or $1.39 per share of Common
Stock. Assuming consummation of the Proposed Acquisitions, exercise of the
Station Options and application of the net proceeds of the Offering as described
under "Use of Proceeds," pro forma net tangible book value (deficit) would have
been ($2.07) per share of Common Stock. This represents an immediate increase in
pro forma net tangible book value of $0.88 per share to existing shareholders
and an

22
<PAGE> 29

immediate dilution of $19.07 per share to purchasers of Class A Common Stock in
this Offering. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed public offering price....................................... $17.00
Net tangible book value (deficit) as of December 31, 1995........... (2.95)
Increase attributable to net proceeds of the Offering............... 4.34
(Decrease) attributable to the Proposed Acquisitions, the exercise
of the Station Options and other pro forma balance sheet
adjustments....................................................... (3.46)
Pro forma net tangible book value (deficit) after the Offering and
application of Use of Proceeds.................................... (2.07)
------
Dilution to new investors........................................... $19.07
======
</TABLE>

The above computation assumes no exercise of outstanding options or the
Underwriters' over-allotment option. As of February 29, 1996, there were options
outstanding to purchase a total of 1,744,205 shares of Class A Common Stock at
an exercise price of $3.42 per share. See "Capitalization" and "Management --
Stock Incentive Plan." The above computation further assumes no exercise of
currently exercisable outstanding warrants to purchase an aggregate of 7,727,800
shares of Common Stock at nominal exercise prices. The exercise of any of these
options or warrants would not materially affect the dilution to new investors in
this Offering.

23
<PAGE> 30

CAPITALIZATION

The following table sets forth the actual and pro forma capitalization of
the Company as of December 31, 1995. Pro forma capitalization gives effect to
(i) the consummation of the Offering at an assumed offering price of $17.00 per
share (providing $165.2 million of cash); (ii) the Proposed Acquisitions and
related capital expenditures (utilizing $147.3 million of cash); (iii) capital
expenditures on existing properties (utilizing $16.5 million of cash); (iv) the
exercise of the Station Options (utilizing $1.4 million of cash); (v) the
termination of the holders' put on the Class A and Class B common stock
warrants; (vi) acquisitions and dispositions which have closed subsequent to
December 31, 1995 (utilizing $28.9 million of cash and $17.7 million of other
debt) and (vii) the acquisition of a note receivable from Mr. Paxson (utilizing
$1 million of cash), as if such events included in (i) through (vii) had
occurred on December 31, 1995. This table should be read in conjunction with the
information contained in "Pro Forma Financial Information" and the Company's
consolidated financial statements and notes thereto appearing elsewhere herein.

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
1995
--------------------------
ACTUAL PRO FORMA
-------- ---------
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents(1)....................................... $ 68,071 $ 38,187
======== ========
Long-term debt (including current maturities)
New Credit Facility................................................ $ 10,000 $ 27,700
11 5/8% Senior Subordinated Notes due 2002(2)...................... 227,375 227,375
Other debt......................................................... 2,914 2,914
-------- ---------
240,289 257,989
-------- ---------
Redeemable senior preferred stock(3)............................... 16,824 16,824
Redeemable Class A and B Common Stock warrants(3)(4)............... 6,465 --
Redeemable Series B preferred stock(3)............................. 2,353 2,353
Redeemable Junior preferred stock(3)............................... 31,534 31,534
Class A Common Stock(1)(3)......................................... 26 37
Class B Common Stock(3)............................................ 8 8
Class C Common Stock(3)............................................ -- --
Class A and B Common Stock Warrants(4)............................. -- 5,826
Class C common stock warrants(3)................................... 5,339 4,920
Stock subscription notes receivable................................ (116) (116)
Additional paid-in capital(1)...................................... 34,342 202,293
Deferred option plan compensation(5)............................... (1,384) (1,384)
Accumulated deficit................................................ (55,694) (55,694)
-------- ---------
Total capitalization..................................... $279,986 $ 464,590
======== ========
</TABLE>

- ---------------

(1) Assumes WRMA-FM and WXDJ-FM are purchased solely for cash, as described in
"The Proposed Acquisitions."
(2) Net of issue discount.
(3) See "Description of Capital Stock."
(4) Reflects termination of the holders' put on the Class A Common Stock and
Class B Common Stock warrants concurrent with the completion of this
Offering. See "Description of Capital Stock."
(5) See "Management -- Stock Incentive Plan."

24
<PAGE> 31

THE COMPANY

The Company was organized in December 1993, as the successor to businesses
formed in 1991 primarily for the purpose of owning and operating radio and
television broadcasting stations and networks. The Company's principal executive
offices are located at 601 Clearwater Park Road, West Palm Beach, Florida 33401
and its telephone number is (407) 659-4122.

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following selected historical and pro forma financial data, insofar as
it relates to each of the five years ended December 31, 1995, has been derived
from Company prepared financial information and should be read in conjunction
with the audited financial statements, including the consolidated balance sheets
at December 31, 1994 and 1995 and the related consolidated statements of
operations for each of the years in the three year period ended December 31,
1995 and the notes thereto, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Pro Forma Financial Information"
included elsewhere herein.

The following unaudited summary pro forma statement of operations data and
other data give effect to (i) the consummation of the Offering; (ii) significant
business acquisitions of KZKI-TV, WGOT-TV and WTVX-TV; (iii) the issuance of the
Notes on September 28, 1995; (iv) proposed significant business acquisitions of
WRMA-FM and WXDJ-FM; and (v) the exercise of the Station Options, as if such
events had occurred on January 1, 1995. WRMA-FM and WXDJ-FM are the only
Proposed Acquisitions which are considered to be significant business
acquisitions and all other Proposed Acquisitions are asset acquisitions or are
immaterial both individually and in the aggregate and therefore are not required
to be included in the pro forma financial information. Prior operators' fiscal
years have been conformed to the Company's December 31, 1995 year end. In
addition, depreciation and amortization expense has been increased for the
period to reflect preliminary purchase price allocations for all stations
included in the Proposed Acquisitions and Station Options. The following
unaudited summary pro forma balance sheet data gives effect to (i) the
consummation of the Offering; (ii) the Proposed Acquisitions and related capital
expenditures; (iii) capital expenditures on existing properties; (iv) the
exercise of the Station Options; (v) the termination of the holders' put on the
Class A and Class B common stock warrants; (vi) acquisitions and dispositions
which have closed subsequent to December 31, 1995; and (vii) the acquisition of
a note receivable from Mr. Paxson, as if such events included in (i) through
(vii) had occurred on December 31, 1995. The Offering and the Proposed
Acquisitions and certain management assumptions and adjustments are described in
the accompanying notes hereto. The pro forma information should be read in
conjunction with the Company's consolidated financial statements and the notes
thereto, as of December 31, 1995 and for the three years then ended, included
elsewhere in this Prospectus. See "Pro Forma Financial Information" appearing
elsewhere in this Prospectus. This pro forma information is not necessarily
indicative of the Company's actual or future operating results or financial
position.

25
<PAGE> 32

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------- PRO FORMA
1991 1992 1993 1994 1995 1995(A)
------- ------- -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue......................... $ 830 $17,062 $ 32,062 $62,067 $103,074 $ 122,858
Operating expenses, excluding
depreciation, amortization and
option plan compensation............ 1,719 17,922 28,872 51,225 82,103 91,785
Option plan compensation(b)........... -- -- -- -- 10,803 10,803
Depreciation and amortization......... 497 5,977 9,351 12,404 18,719 38,546
------- ------- -------- ------- -------- ---------
Loss from operations.................. (1,386) (6,837) (6,161) (1,562) (8,551) (18,276)
Interest expense...................... (52) (1,262) (2,052) (5,210) (16,303) (31,288)
Interest income....................... -- -- 113 335 1,709 1,768
Other income (expense), net........... 10 134 108 (5) (982) (1,093)
Benefit (provision) for income
taxes............................... -- -- (2,960) 1,680 1,280 1,280
Extraordinary item and cumulative
effect of a change in accounting
principle(c)........................ -- 110 (457) -- (10,626) (10,626)
------- ------- -------- ------- -------- ---------
Net loss.............................. $(1,428) $(7,855) (11,409) (4,762) (33,473) (58,235)
======= =======
Dividends and accretion on preferred
stock and common stock
warrants(d)......................... (151) (3,386) (13,297) (13,297)
-------- ------- -------- ---------
Net loss attributable to common
stock............................... $(11,560) $(8,148) $(46,770) $ (71,532)
======== ======= ======== ========
Net loss per share(e)................. $ (0.36) $ (0.14) $ (0.97) $ (1.28)
Net loss per share attributable to
common stock(e)..................... (0.37) (0.24) (1.36) (1.57)
Weighted average shares outstanding --
primary and fully diluted(f)........ 31,582 33,430 34,430 45,573
======== ======= ======== ========
Cash dividends declared............... -- -- -- -- -- --
OTHER DATA:
EBITDA(g)............................. $ (796) $ (162) $ 4,522 $11,790 $ 24,582 $ 34,189
Capital expenditures(h)............... $ 60 $ 1,273 $ 1,963 $ 5,917 $ 25,017 $ 25,017
Adjusted EBITDA(i).................... $ 39,802
</TABLE>

(see footnotes on the following page)

26
<PAGE> 33

NOTES TO SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
(IN THOUSANDS)

(a) Pro forma statement of operations data and other data for the year ended
December 31, 1995 give effect to (i) the consummation of the Offering; (ii)
significant business acquisitions of KZKI-TV, WGOT-TV and WTVX-TV; (iii) the
issuance of the Notes on September 28, 1995; (iv) proposed significant business
acquisitions of WRMA-FM and WXDJ-FM; and (v) the exercise of the Station Options
as if such events had occurred on January 1, 1995. WRMA-FM and WXDJ-FM are the
only Proposed Acquisitions which are considered to be significant business
acquisitions and all other Proposed Acquisitions are asset acquisitions or are
immaterial both individually and in the aggregate and therefore are not required
to be included in the pro forma financial information. Prior operators' fiscal
years have been conformed to the Company's December 31, 1995 year end. In
addition, depreciation and amortization expense has been increased for the
period to reflect preliminary purchase price allocations for all stations
included in the Proposed Acquisitions and Station Options. The pro forma balance
sheet data as of December 31, 1995 gives effect to: (i) the consummation of the
Offering; (ii) the Proposed Acquisitions and related capital expenditures; (iii)
capital expenditures on existing properties; (iv) the exercise of the Station
Options; (v) the termination of the holders' put on the Class A and Class B
common stock warrants; (vi) acquisitions and dispositions which have closed
subsequent to December 31, 1995; and (vii) the acquisition of a note receivable
from Mr. Paxson, as if such events included in (i) through (vii) had occurred on
December 31, 1995.

(d) Dividends and accretion on preferred stock and common stock warrants
represent the Senior Preferred Stock (15% dividend rate), redeemable Class A and
Class B common stock warrants and Junior Preferred Stock (12% dividend rate).
Such capital stock is mandatorily redeemable and certain issues accrete. See
"Description of Capital Stock."

(e) Loss per share data for the historical years ended December 31, 1993 and
1994 give a pro forma effect to (i) the Company's amended capital structure
related to the merger with ANG; and (ii) a stock dividend on common shares
outstanding on January 1, 1995. For periods prior to January 1, 1993, loss per
share data was not computed as such amounts were not relevant.

(f) Weighted average shares outstanding for the years ended December 31,
1993 and 1994 give a pro forma effect to an increase in the number of shares
outstanding relating to (i) the merger with ANG of 21,055 and 22,287 shares,
respectively; and (ii) a stock dividend on common shares outstanding on January
1, 1995 of 10,527 and 11,143 shares, respectively. For periods prior to January
1, 1993, weighted average shares outstanding was not computed as such amounts
were not relevant.

(g) EBITDA is defined as net income (loss) before (i) extraordinary item and
cumulative effect of a change in accounting principle; (ii) benefit (provision)
for income taxes; (iii) other income (expense), net; (iv) interest expense; (v)
depreciation and amortization; (iv) option plan compensation and (vii)
non-recurring items including terminated operations; less scheduled broadcast
rights payments.

(h) Includes all capital expenditures including expenditures associated with
the upgrade and conversion of acquired television stations to the inTV format.
Pro forma capital expenditures exclude $38,550 of capital expenditures
associated with the Proposed Acquisitions and additional capital expenditures on
existing properties which will be funded from proceeds of the Offering.

(j) The put rights of holders of the Class A and Class B common stock
warrants will be terminated upon the closing of the Offering and such warrants
are not included in the pro forma amount at December 31, 1995.

27
<PAGE> 34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

The Company commenced Paxson Radio operations in September 1991 following
the acquisition of three radio stations in Florida. The Company has since
expanded Paxson Radio primarily through the acquisition of 15 additional
stations, the execution of joint sales agreements for two additional stations in
Florida (in one of which the Company owns a 49% interest and the other of which
the Company has agreed to acquire), and significant internal growth of acquired
stations, and has agreed to acquire two additional radio stations in Miami, one
station in Jacksonville and two stations in Tennessee. Paxson Radio includes the
operation of six radio networks and outdoor billboards which have operating and
financial characteristics different from those of radio stations. These
operations, however, are not material to the radio group or to the Company
overall. The billboards serve to increase awareness of the Company's radio
operations and the radio networks are utilized in part to provide sports and
other programming to certain of the Company's radio stations and to 338
affiliates in the eastern and southeastern United States.

The Company commenced Paxson Network-Affiliated Television operations in
July 1994, following the acquisition of WPBF-TV, an ABC affiliate, in West Palm
Beach, Florida. The Company expanded its network affiliated television
operations in August 1995 with the execution of a time brokerage agreement for
WTVX-TV, a combined Warner/UPN affiliate, also in West Palm Beach.

The Company commenced its Infomall TV Network operations with four inTV
stations in January 1995. The Company has since expanded the Infomall TV Network
to a total of 24 owned, operated or affiliated inTV stations. The Company has
agreements to acquire or operate an additional eight stations, seven of which
are anticipated to close in 1996, following completion of this Offering and the
receipt of the net proceeds therefrom. Upon completion of the Proposed
Acquisitions, the Company will have 32 owned, operated or affiliated inTV
stations which provide a national distribution network currently dedicated to
airing of infomercial programming.

The Company's operating data throughout the periods discussed have been
impacted significantly by the timing and mix of radio, television and inTV
acquisitions throughout such periods. Operating revenues are derived from the
sale of advertising to local and national advertisers. The Company's primary
operating expenses involved in owning and operating Paxson Radio and Paxson
Network-Affiliated Television are syndicated program rights fees, commissions on
revenues, employee salaries, news gathering, promotion and administrative
expenses. Comparatively, operation of an inTV station involves low operating
expenses relative to traditional network or independent television station
operation. As a result, the Company's inTV stations usually contribute to
operating profit within a short time frame. The costs of operating an inTV
station do not vary significantly with revenue, with the exception of costs
associated with sales commissions and agency fees. As such, upon obtaining a
certain level of revenue sufficient to cover fixed costs, additional revenue
levels have a significant impact on the operating results of an individual inTV
station.

The Company's past results are not necessarily indicative of future
performance due to various risks and uncertainties which may significantly
reduce revenues and increase operating expenses. For example, a reduction in
expenditures by radio and television advertisers in the Company's markets may
result in lower revenues. The Company may be unable to reduce expenses,
including certain variable expenses, in an amount sufficient in the short term
to offset lost revenues caused by poor market conditions. The Company's
television stations are dependent upon "must carry" regulations for carriage on
cable systems in each market. The constitutionality of "must carry" regulations
is currently being litigated in the U.S. Supreme Court and if such regulations
were invalidated, the Company could suffer decreased revenues or increased
carriage expenses if the Company's stations lose cable carriage or are forced to
pay cable systems for carriage. The broadcasting industry continues to undergo
rapid technological change which may increase competition within the Company's
markets as new delivery systems, such as direct broadcast satellite and computer
networks, attract customers. The changing nature of audience tastes and viewing
and listening habits may affect the continued

28
<PAGE> 35

attractiveness of the Company's broadcasting stations to advertisers, upon whom
the Company is dependent for its revenue.

Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount (contingent or otherwise) of assets and liabilities
at the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. The fair value of the Company's
investments in broadcast properties and programming rights payable were based
upon the net present value of applicable estimated future cash flows using a
discounted rate approximating market rates. The fair values of the Company's
long-term debt and the Notes were estimated based on market rates and
instruments with similar risks and maturities. The fair value estimates
presented are based on pertinent information available to management as of
December 31, 1995. As a result of the foregoing, the estimates presented in the
Company's financial statements are not necessarily indicative of the amounts
that the Company could realize in a current market exchange. Although management
is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes
of the Company's financial statements.

The Company's operations as a public company commenced in November 1994 as
a result of the Company's merger with ANG, a company primarily involved in the
operation of radio networks. The former operations of ANG are no longer material
to the Company.

The Company currently expects to continue acquiring additional stations
which may have similar effects on the comparability of revenues, operating
expenses, interest expense and broadcast cash flow as those described below.

RESULTS OF OPERATIONS

Years Ended December 31, 1995 and 1994

Consolidated revenues for 1995 increased 66% (or $41.0 million) to $103.1
million from $62.1 million for 1994. This increase was primarily due to the new
television station acquisitions and time brokerage operations ($19.2 million),
acquisition of WPBF-TV on July 1, 1994 ($7.1 million) and increased revenues
from existing television stations ($9.1 million).

Operating expenses for 1995 increased 75% (or $48.0 million) to $111.6
million from $63.6 million in 1994. The increase was primarily due to higher
direct expenses such as commissions which rise in proportion to revenues ($8.1
million), other non-direct costs of operating newly acquired and operated
television stations ($5.5 million), higher corporate overhead ($6.3 million),
option plan compensation ($10.8 million), higher depreciation and amortization
related to assets acquired ($6.3 million), and increased expenses from a full
year of operating existing television stations ($1.6 million).

Net interest expense for 1995 increased to $16.3 million from $5.2 million
for 1994, an increase of 213%, primarily due to a greater level of long-term
debt throughout the period and higher borrowing rates. As a result of
acquisitions, at December 31, 1995, total long-term debt, including the Notes,
was $240 million, or 191% higher than the $82.4 million outstanding a year
prior.

The Company has accumulated $35.7 million of taxable losses. The Company
recognized $1.3 million of income tax benefit which resulted primarily from the
1995 net loss and reversal of deferred taxes associated with the 1993 tax
provision resulting from the change in tax status.

Broadcast cash flow for 1995 increased 108% (or $15.6 million) to $30.0
million, from $14.4 million for 1994. The increase in broadcast cash flow was a
direct result of new television station acquisitions and time brokerage
operations ($9.1 million), acquisition of WPBF-TV on July 1, 1994 ($1.7
million), and improved performance of existing television properties ($5.5
million).

Years Ended December 31, 1994 and 1993

Consolidated revenues for 1994 increased 93% (or $30.0 million) to $62.1
million from $32.1 million in 1993. This increase was primarily due to the
acquisition of WPBF-TV on July 1, 1994 ($7.5 million), revenue

29
<PAGE> 36

received under the time brokerage agreement for WTLK-TV beginning April 4, 1994
($2.2 million) and the subsequent purchase thereof on July 13, 1994, the
consolidation of the ANG operations beginning April 14, 1994 ($8.4 million), and
improved market conditions and better sales management within the Company's
existing properties ($10.8 million). In addition, revenue increased because of
the time brokerages of WCTD-TV beginning April 1, 1994 and WFCT-TV beginning
August 1, 1994 (totalling $1.1 million).

Operating expenses for 1994 increased 66% (or $25.4 million) to $63.6
million from $38.2 million in 1993. The increase was primarily due to direct
expenses such as commissions which rise in proportion to revenue ($7.3 million),
other non-direct costs of operating WPBF-TV and WTLK-TV ($4.1 million), the
consolidation of ANG ($6.3 million), higher costs for the Company's existing
properties ($3.4 million), and higher depreciation and amortization related to
assets acquired ($3.0 million). In addition, operating expenses increased
because of the time brokerages of WCTD-TV and WFCT-TV and related fees ($1.3
million).

Interest expense increased to $5.2 million from $2.1 million, an increase
of 148%, primarily due to a greater level of long-term debt throughout the year
and higher borrowing rates. As a result of acquisitions, at December 31, 1994,
long-term debt was $82.4 million, or 153% higher than the $32.6 million
outstanding a year prior.

The Company recognized $1.7 million of income tax benefit which resulted
primarily from the 1994 net loss and related reversal of deferred taxes
associated with the 1993 tax provision.

Broadcast cash flow for 1994 increased 112% (or $7.6 million) to $14.4
million, from $6.8 million in 1993. The increase in broadcast cash flow was a
direct result of acquisitions, revenue growth and continued expense controls.

LIQUIDITY AND CAPITAL RESOURCES

On September 28, 1995, the Company sold $230 million aggregate principal
amount of 11 5/8% Senior Subordinated Notes (the "Notes") at a discount,
receiving $227.3 million in proceeds before approximately $8.6 million of
transaction costs. These transaction costs have been classified as "other
assets" and are being amortized as interest expense over the term of the Notes.
The Notes mature in 2002 with interest payable semiannually on April 1 and
October 1. In connection with the issuance of the Notes, the Company repaid
approximately $170 million in outstanding balances under its then-existing
senior credit facilities. In conjunction with the repayment of these debt
facilities approximately $10.6 million of loan origination costs were written
off as an extraordinary expense.

The Company's working capital at December 31, 1995 and December 31, 1994
was $74.3 million and $26.4 million, respectively, and the ratio of current
assets to current liabilities was 6.37:1 and 3.11:1 on such dates, respectively.
Working capital increased primarily due to proceeds from the Notes net of debt
repaid and acquisitions previously discussed.

Cash provided by operations of $10.9, $5.1 and $2.8 million for 1995, 1994
and 1993, respectively, primarily reflects the improvement in operating results
of existing properties, acquisitions and time brokerage properties net of
increased interest expense. Cash used for investing activities of $105.6, $66.8
and $30.8 million for 1995, 1994 and 1993, respectively, primarily reflects
acquisitions of and investments in broadcast properties, and purchases of
equipment for these and existing properties net of the proceeds from station or
asset sales. Cash provided by financing activities of $141.1, $76.3 and $34.4
million in 1995, 1994 and 1993, respectively, primarily reflects the proceeds
from the issuance of the Notes and the incurrence of long-term debt net of debt
repaid and loan origination costs incurred. Non-cash activity relates to
depreciation and amortization, option plan compensation and reciprocal trade and
barter advertising revenue and expense, as well as dividends and accretion on
the Preferred Stock and common stock warrants.

The Company has issued options to purchase shares of Class A Common Stock
to certain members of management during 1995 under its stock compensation plan.
See "Management -- Stock Incentive Plan." There are currently 1,744,205 options
outstanding under this plan. Further, the Company recognized option plan
compensation expense of approximately $10.8 million in 1995, and expects that
approximately $1.4 million of compensation expense will be recognized over the
remaining vesting period of the outstanding options. The Company intends to
retain the intrinsic value method of accounting for stock-based compensa-

30
<PAGE> 37

tion, which will result in the Company disclosing related required pro forma
information in the notes to certain future financial statements.

The Company was initially funded primarily by Mr. Paxson, who has made
equity investments in the Company since its inception totaling in excess of $33
million. Beginning in 1992, the Company has also utilized senior long-term debt
provided to its principal operating subsidiaries by consortiums of financial
institutions. Proceeds from the issuance of the Notes were used to retire the
Company's then existing senior indebtedness. On December 19, 1995, the Company
entered into the New Credit Facility, providing for a senior secured revolving
line of credit in an aggregate principal amount of $100 million. The New Credit
Facility will mature on June 30, 2002.

The Company's primary capital requirements are interest and principal
payments on indebtedness. The Notes require semiannual interest payments at a
fixed rate. Borrowings under the New Credit Facility bear interest at floating
rates and require interest payments on varying dates depending on the interest
rate option selected by the Company. In addition to debt service, the Company's
principal cash requirements will be for capital expenditures and, if appropriate
opportunities arise, the acquisition of additional broadcasting stations or
assets. The Company estimates that, in addition to the $22.1 million of capital
expenditures associated with the Proposed Acquisitions, it will spend
approximately $20 million for property and equipment for its existing
operations.

The Company believes that the proceeds of the Offering, cash flow from
operations, existing cash balances and available borrowings under the New Credit
Facility will be sufficient to consummate the Proposed Acquisitions (including
the expected capital expenditures associated therewith), to exercise the Station
Options and to meet its anticipated short term and long term working capital
requirements for its existing properties and those to be acquired upon
completion of the Proposed Acquisitions and the exercise of the Station Options.
Pro forma for the Proposed Acquisitions and the exercise of the Station Options,
the Company would have approximately $57 million in borrowing capacity available
under the New Credit Facility, including $27.7 million of which is currently
outstanding. To the extent that the Company pursues future acquisitions or
requires additional working capital, the Company may be required to obtain
additional financing. There can be no assurance that the Company will be able to
obtain such financing on terms acceptable to it. The failure to raise funds
necessary to finance the Company's future cash requirements could adversely
affect the Company's ability to pursue its business strategy. In addition,
should the Company suffer a significant impairment to its cash flow from
operations due to the occurrence of one or more adverse events, including those
set forth under "Risk Factors," its liquidity could become insufficient on a
short term basis due to diminished borrowing capacity under the New Credit
Facility and on a long term basis, the Company could have insufficient resources
to repay indebtedness under the New Credit Facility or the Notes when due.

31
<PAGE> 38

BUSINESS

GENERAL

Paxson Communications Corporation has created a nationwide network of
television stations dedicated to the airing of infomercial programming (the
"Infomall TV Network" or "inTV"). In addition, the Company has a significant
radio and network-affiliated television broadcasting presence in the state of
Florida. The Company owns 16 radio stations in the four largest Florida cities
and will own 19 such stations upon completion of the Proposed Acquisitions, and
owns one network-affiliated television station and operates another in the West
Palm Beach market.

The Company introduced its Infomall TV Network in January 1995 with four
television stations. inTV has expanded rapidly and currently consists of 24
owned, operated or affiliated inTV stations. Upon completion of the Proposed
Acquisitions, the Company will have 28 owned or operated inTV stations and four
affiliated inTV stations operating in 30 television markets, 20 of which are
among the 30 largest in the United States.

SEGMENT DATA (1)

The following table sets forth certain data for each of the Company's
segments:

<TABLE>
<CAPTION>
PRO FORMA
FOR THE THREE MONTHS ENDED FOR THE FOR THE YEAR
--------------------------------------------------- YEAR ENDED ENDED
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1995 1995 1995 1995 1995(3)
--------- -------- ------------- ------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
SEGMENT REVENUE
Infomall TV Network.......... $ 3,903 $ 6,823 $ 8,330 $ 10,598 $ 29,654 $ 31,562
Paxson Radio................. 12,306 12,816 14,405 15,226 54,753 69,505
Paxson Network-Affiliated
Television................. 3,585 3,722 3,929 5,301 16,537 19,661
Corporate and Other(2)....... 826 376 503 425 2,130 2,130
--------- -------- ------------- ------------ ------------ ------------
Total Segment Revenue.... $20,620 $ 23,737 $27,167 $ 31,550 $103,074 $122,858
========= ======== ============ ============ ============ ============
SEGMENT INCOME (LOSS) FROM
OPERATIONS
Infomall TV Network........ $ 615 $ 1,820 $ 2,762 $ 3,607 $ 8,804 $ (8,456)
Paxson Radio............... (911) (1,089) 327 89 (1,584) 5,535
Paxson Network-Affiliated
Television............... 247 230 (204) 1,368 1,641 2,057
Corporate and Other(2)..... (1,797) (9,861) (2,480) (3,274) (17,412) (17,412)
--------- -------- ------------- ------------ ------------ ------------
Total Segment Income
(Loss) from
Operations............. $(1,846) $ (8,900) $ 405 $ 1,790 $ (8,551) $(18,276)
========= ======== ============ ============ ============ ============
</TABLE>

32
<PAGE> 39

- ---------------

(1) Segment financial data present business operations for Paxson Radio, Paxson
Network-Affiliated Television and the Infomall TV Network.
(2) Corporate and other represents corporate overhead expenses, including
management expenses which are not allocated to the individual segments and
expenses associated with non-broadcast activities.

(3) Pro forma segment data give effect to (i) the consummation of the Offering;
(ii) significant business acquisition of KZKI-TV, WGOT-TV, WRMA-FM, WXDJ-FM
and WTVX-TV; (iii) the issuance of the Notes; (iv) proposed significant
business acquisitions of WRMA-FM and WXDJ-FM; and (v) and the exercise of
the Station Options as if such events had occurred on January 1, 1995. Prior
operators' fiscal years have been conformed to the Company's December 31,
1995 year end.

(4) EBITDA is defined as net income (loss) before (i) extraordinary item and
cumulative effect of a change in accounting principle; (ii) benefit
(provision) for income taxes; (iii) other income (expense), net; (iv)
interest expense; (v) depreciation and amortization; (iv) option plan
compensation; and (vii) non-recurring items including terminated operations,
less scheduled broadcast rights payments.
(5) Adjusted EBITDA is defined as EBITDA for the period, less (i) segment
operating profit for the Infomall TV Network for such period plus (ii) four
times such segment's operating profit for the most recently completed
quarter prior to the measuring date.

INFOMALL TV NETWORK

In January 1995, Paxson Communications introduced the Infomall TV Network
in order to capitalize on what the Company believes to be a rapidly growing
industry. The Company has assembled 20 owned or operated stations dedicated to
inTV programming and has entered into agreements to own or operate eight
additional inTV stations in seven additional markets. In addition, the Company
has affiliation agreements with four independently owned and operated television
stations. Upon completion of the Proposed Acquisitions, the Company will have 32
owned, operated or affiliated inTV stations operating in 30 television markets,
20 of which are among the 30 largest in the United States. The Company believes
that its network of inTV stations is the only group of broadcast television
stations in the United States that offers infomercial advertisers significant
national, regional and local distribution capability and airtime during each of
the popular morning, daytime and prime time viewing hours.

The television stations acquired by the Company and converted to inTV
stations are typically non-network-affiliated stations with marginal operating
results that can be acquired at a relatively low cost compared to
network-affiliated stations. Certain of these stations are licensed to
communities outside the center of major television markets, but within such
markets' DMA, and thus, by virtue of the FCC's "must carry" rules, are generally
entitled to carriage on cable systems within such DMA. Through the exercise of
federal "must carry" rights and the improvement of its stations' over-the-air
signals, the Company intends to continue its efforts to maximize its cable
household coverage within its markets beyond the 53.7% achieved currently. The
Company's goal is to reach approximately 85% of the cable homes in its markets
(although there can be no assurance that the Company will reach such goal). See
"Business -- Federal Regulation of Broadcasting -- "Must Carry"/Retransmission
Consent." The Company believes that it also reaches a significant number of
over-the-air television households that do not receive cable television. The
Company continues to evaluate the acquisition of or affiliation with additional
independent television stations to further extend the national distribution
reach of its Infomall TV Network.

In 1995, its initial year of operations, inTV achieved segment revenue of
$29.7 million, segment income from operations of $8.8 million and segment
operating profit of $14.3 million. Segment revenue increased from $3.9 million
during the first quarter of 1995 to $10.6 million during the fourth quarter of
1995. Segment income from operations increased from $.6 million during the first
quarter of 1995 to $3.6 million during the fourth quarter of 1995. Segment
operating profit increased from $1.7 million during the first quarter of 1995 to
$5.2 million during the fourth quarter of 1995.

33
<PAGE> 40

Industry Background

During recent years, advertisers have evaluated the benefits of television
and cable advertising, with many sophisticated consumer product and service
advertisers now recognizing the effectiveness and reasonable cost of long-form
programming, or infomercials. An infomercial is an advertisement, usually
approximately one half-hour in length and often produced in an entertainment
format, that is paid for by the advertiser on the basis of air-time, market size
and past results from airing on a particular television station. Regardless of
the presentation format, the viewers are provided information that can be used
to make informed purchasing decisions from the comfort of their home without the
pressure of a salesperson or the crowds of a shopping mall.

Increasingly, advertisers are recognizing the benefits of infomercials as a
powerful marketing tool. Infomercials provide advertisers with a cost-effective
medium through which to deliver sales messages, product introductions or
demonstrations to an interested target audience. Advertisers are recognizing
that infomercials can increase a company's or product's brand awareness and
loyalty while educating uninformed potential new customers. The viewer or
potential consumer is provided information that can be used to make informed
purchasing decisions. Due to the direct response nature of many infomercials,
advertisers are afforded the ability to evaluate their efficiency on an
immediate basis.

The Company believes that the infomercial industry has grown rapidly during
the past several years. Historically, and to a large extent currently, long-form
informational programming occupied time slots that were otherwise unprofitable
for broadcasters. Increasingly, infomercials are being placed in more expensive
and attractive time periods such as daytime, early fringe and prime time. In
addition, the quality of the infomercial advertiser has improved. Today,
infomercials are being used to promote major consumer brandnames:

<TABLE>
<S> <C> <C> <C>
Apple Computers Compaq Mastercard Procter & Gamble
Avon Products Estee Lauder Mattel Saturn
Bank of America Fidelity Investments Mercedes Benz Sears Roebuck
Bell Atlanta Ford Microsoft Sega of America
Black & Decker General Motors Motorola Toyota
Braun GTE NBC Visa
Cadillac Lexus Nissan Volvo
Coca-Cola Magnavox Philips Consumer Warner Music
Electronics
</TABLE>

The production quality of infomercial programming by these major
advertisers has also brought increased credibility to the infomercial industry.
In addition, infomercials have recently been successfully utilized to promote
newly introduced network television series and full length feature movies. The
Company believes that as the benefits of infomercial programming become more
widely understood, the number of advertisers and the volume of infomercial
programming will continue to grow. In terms of demand for airtime, major
corporate advertisers who use long-form "advertorials", or image building
programs rather than direct selling messages, may ultimately surpass infomercial
programmers who rely on immediate sales to viewers via telephone response.
Currently, the funds spent on advertorials by major corporations are a
relatively small part of their overall advertising budget. The Company believes
that such advertorial expenditures will continue to increase.

Infomercials are one type of long-form paid programming. Other types
include religious, ethnic and political paid programming. In certain of the
Company's markets, such as Los Angeles and Miami, the demand for airtime by
foreign language ethnic programmers has steadily increased. With regard to
political long-form paid programming, Ross Perot and others have utilized this
method of reaching voters. In general, religious, ethnic and political paid
programs have produced revenues for particular time periods (e.g., Sundays for
religious programming and weekday mornings for certain ethnic programming) which
are higher than otherwise available from infomercial advertisers during such
time periods.

Operating Strategy

By purchasing independent television stations, entering into time brokerage
agreements, signing affiliate stations, and extending its stations' broadcast
reach on cable via "must carry" requirements, the Company has

34
<PAGE> 41

created a television network dedicated to providing long-form, paid
entertainment and information programming. Expansion of the Infomall TV Network
continues through the purchase, operation or affiliation with independent
television stations in major United States television markets. The markets to be
served by the Company's inTV stations upon completion of the Proposed
Acquisitions currently contain approximately 44.2 million television households
of which 28.6 million are served by cable television.

Shortly after the Company acquires a station or commences operating a
station pursuant to a time brokerage agreement, the Company replaces the
existing programming with infomercial programming. The Company's infomercial
programming format allows it to eliminate substantially all programming expenses
and achieve significant reductions in other operating expenses. Unlike
traditional television stations, inTV programming is paid for by the advertiser
as opposed to the broadcaster. The Company centralizes many accounting, traffic
and national sales functions at its headquarters, minimizing the staff required
at each station location. The Company's inTV stations are connected through a
wide area computer network enabling them to utilize common computerized
financial and sales systems. Engineering functions are standardized through the
purchase of similar equipment at each location for editing, playback-to-air and
signal transmission, thereby reducing maintenance expense. As a result, the
Company's inTV stations are operated by an average of 15 people, compared to
network and independent television stations, which average over 100 and 60
people, respectively, in markets of similar size to the Company's. To date, each
of the inTV stations owned or operated by the Company has contributed rapidly to
broadcast cash flow, typically within two months after the commencement of inTV
operations.

inTV programming time is sold on a local, national and network basis. Local
programming time is sold by each station's local sales force and is offered to
merchants and businesses operating within a station's local market, including
medical clinics, automobile dealers and general merchandisers. National and
network programming time is sold by national advertising placement agencies and
the Company's own in-house national and network sales force. National and
network programming times appeal to advertisers who desire to reach viewers in
targeted inTV markets and all inTV markets. Currently, the Company maintains
national sales offices in New York, Los Angeles, Chicago, and at the Company's
headquarters in West Palm Beach. Support and administration of the Infomall TV
Network is also centralized at the Company's West Palm Beach headquarters,
including most accounting and personnel functions as well as administration of
the inTV programming traffic scheduling systems.

The benefits of the Infomall TV Network are being realized as inTV makes
accessible relatively more desirable broadcast time periods (e.g. "prime-time")
generally unavailable to infomercial and other paid programmers at reasonable
rates on traditional television stations. The Company believes that attractive
rates and further growth of inTV's audience reach should continue to attract a
greater breadth of advertising clients. Moreover, as infomercial scheduling
information and promotional support (through radio, television and print
advertising as well as other media) become more available, the Company believes
that the viewing population will further increase.

The Company seeks to increase the percentage of time sold to local
infomercial and other long-form paid programmers. Such local advertisers and
paid programmers have the potential to be consistent, long-term clients in each
of the Company's inTV markets. Because such advertising can be complementary to
local retailing outlets and professional businesses, and may result in increased
store traffic as well as immediate sales via telephone, the Company believes
that the rates paid by such advertisers have the potential to exceed those paid
by national direct marketers who lack a local store presence.

When the Company commences operation of an inTV station, revenues are
derived primarily from national infomercial advertisers. Such revenues enable
new inTV stations to quickly cover operating costs. As the Company's inTV
stations mature, however, a local sales staff is developed, generally consisting
of two sales persons and a manager. The Company's experience with its more
mature inTV stations is that local sales can increase to become significant,
increasing the overall demand for airtime and, therefore, resulting in higher
average advertising rates.

Expansion Strategy

The Company assembled its Infomall TV Network through the conversion of
independent television stations to inTV stations. In most cases, those stations
were non-network-affiliated stations with marginal operating results. Certain
stations are licensed to communities outside the center of major television
markets, but within such markets' DMA, and by virtue of the FCC's "must carry"
rules, are therefore entitled to

35
<PAGE> 42

carriage on cable systems within such DMA. The Company's inTV stations
subsequently extend their reach to a substantial percentage of such DMA's cable
households through the exercise of federal "must carry" rights. See
"Business -- Federal Regulation of Broadcasting -- "Must Carry"/Retransmission
Consent."

The Company has paid an aggregate of $145.2 million (including capital
expenditures through the date hereof) to assemble its inTV network, with an
additional $59.4 million committed for inTV stations included in the Proposed
Acquisitions or to be acquired pursuant to the exercise of the Station Options
and for capital expenditures on existing inTV stations and inTV stations
included in the Proposed Acquisitions. The Company intends to continue to
evaluate the acquisition of or affiliation with independent television stations
to further extend the national distribution system for its Infomall TV Network.

In order to increase cable household penetration by its existing and
proposed stations, the Company is studying the employment of various
distribution-enhancing technologies. Such technologies include signal
transmission through fiber optic lines either alone or along with microwave
transmission, as well as low power television ("LPTV") broadcast signal
transmission and television signal compression and satellite technology. The
Company envisions that implementation of one or more of these technologies could
significantly increase the households reached in several of its largest existing
and proposed inTV markets, including New York, Los Angeles, San Francisco,
Boston, Washington, D.C., Phoenix and St. Louis.

The Company may also selectively consider joint venture or other
relationships with established members of the infomercial and electronic
retailing industries with whom the Company can further exploit both its
infomercial distribution system and its knowledge of the infomercial and
telemarketing industries generally. For example, the Company recently announced
a joint venture to be established with the L.L. Knickerbocker Company, Inc., a
Nasdaq traded company engaged in the development and distribution of products to
the electronic retailing industry. This joint venture, which will be known as
"Paxson/Knickerbocker Media Marketing" ("P/KMM"), will permit the Company,
together with its co-venturer, to identify products and services which are
suited to exploiting advantages of long-form advertising, develop marketing
strategies and infomercials for such products and services, including the airing
of infomercials for such products and services on the Infomall TV Network, and
participate in the revenues and profits from sales of such products and
services. For example, Olympic gold medalist Florence Griffith Joyner has agreed
with P/KMM to promote a new exercise product using infomercials to be aired on
the Infomall TV Network. The P/KMM joint venture illustrates the Company's
continuing efforts to fully utilize and exploit its Infomall TV Network and its
knowledge of the infomercial and electronic retailing industry. In addition to
the P/KMM venture, the Company is exploring the launch of the Home Business
Network ("HBN"), which will market home based, independent distributor
businesses. The Company currently expects that the distribution businesses
marketed by HBN will initially include health, beauty and fitness products.

The Company has entered into an agreement to acquire from the City of West
Palm Beach a 19 acre tract of land on which it plans to construct an office,
studio and warehouse facility currently targeted for completion during the first
quarter of 1997. This newly constructed facility is expected to contain
production studios and inbound and outbound telemarketing capabilities, all of
which the Company expects will be utilized to fully exploit the P/KMM venture,
HBN and other future complimentary telemarketing and infomercial businesses.

The Company is presently finalizing plans for the launch of its Infomall
Netsite. The Company's presence on the World Wide Web through the Infomall
Netsite will provide both the Company and Infomall TV Network advertisers with a
complimentary outlet to provide additional product or service information to a
growing audience to augment their inTV infomercial sales. It is envisioned that
infomercials aired on the Company's Infomall TV Network stations will promote
and guide viewers and customers to the Infomall Netsite. Information with regard
to the Infomall Netsite will be provided on inTV infomercials.

Infomall Properties

The stations included in the Company's Infomall TV Network are either (i)
owned by the Company, (ii) operated by the Company pursuant to time brokerage
agreements entered into with the FCC licensee, or (iii) owned by independent
television station operators that enter into affiliation agreements with the
Company. After giving effect to the Proposed Acquisitions, the Company will own
or operate 28 inTV stations, and have affiliation agreements with four
independently owned and operated stations that are currently dedicated to inTV.

36
<PAGE> 43

INFOMALL TV NETWORK

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Affiliates
Sacramento,
CA............ 21 KCMY-TV 7/95 624 640 689 93.1% 1,101
Indianapolis,
IN............ 24 WIIB-TV 1/96 401 418 580 72.1 925
Norfolk, VA..... 40 WJCB-TV 8/95 343 354 446 79.4 619
Fresno, CA...... 57 KGMC-TV 1/96 179 179 256 69.8 482
--------- ----------- ------ ------
Total
Affiliates... 1,547 1,591 1,970 80.8% 3,127
--------- ----------- ------ ------
Total Owned,
Operated
and
Affiliates(7)... 10,732 14,063 25,204 53.3% 38,699
--------- ----------- ------ ------
Proposed inTV
Stations
Dallas, TX...... 8 Channel 68 12/96 924 0.0% 1,822
Atlanta, GA*.... 10 WNGM-TV 4/96 1,015 17.8 1,584
Milwaukee,
WI*........... 29 WHKE-TV 1/97 438 58.8 783
Salt Lake City,
UT............ 37 KZAR-TV (12) 12/96 359 0.0 656
Grand Rapids,
MI............ 38 WJUE-TV (13) 6/96 390 0.0 637
West Palm Beach,
FL............ 45 WHBI-TV (14) 7/96 468 0.0 576
Providence,
RI............ 46 WOST-TV (12) 12/96 412 0.0 577
Albany, NY...... 52 WOCD-TV 5/96 357 68.8 507
------ ------
Total
Proposed
inTV
Stations(7)... 4,363 15.7% 7,122
------ ------
TOTAL INTV
NETWORK... 10,732 14,063 28,552 44,237
========= ========= ============ ============
</TABLE>

- ---------------
* Operated or to be operated pursuant to a time brokerage agreement.
(1) Each station is licensed by the FCC to serve a specific community, which is
included in the listed market.
(2) See "Certain Definitions and Market and Industry Data" for information
concerning market rank.
(3) Cable households reached at commencement of station's operations.
(4) Estimated cable households reached at 1/96 based on cable operators'
information.
(5) Source: AC Nielsen. San Juan cable households provided by J. Walter
Thompson Latin America, June 1995.
(6) Cable households reached at 1/96 as a percent of the market's total cable
households. Source: AC Nielsen.
(7) Figures represent total television households in each market only and are
not necessarily indicative of the number of television households reached
by each station in its market; totals do not double count markets where
Company has more than one station. San Juan cable households provided by J.
Walter Thompson Latin America, June 1995.
(8) Station is not currently on the air.

37
<PAGE> 44

(9) Operated pursuant to a time brokerage agreement pending completion of the
Proposed Acquisitions and exercise of the Station Options.
(10) To be operated pursuant to a time brokerage agreement upon completion of an
FCC-required restructuring of the Company's investment in such station in
connection with the Company's acquisition of WHAI-TV.

(11) Option to acquire 40% ownership interest.

(12) 50% ownership interest to be acquired.
(13) 70% ownership interest to be acquired.
(14) inTV affiliate upon acquisition by Cocola Media Corporation of Florida. See
"Business -- Time Brokerage Agreements, Joint Sales Agreements and Other
Interests in Broadcast Stations."

PAXSON RADIO

Upon completion of the Proposed Acquisitions, Paxson Communications will
own and operate 24 radio stations (13 FM and 11 AM stations), with more radio
stations in Florida than any other broadcaster. The Company operates two FM and
two AM stations, commonly referred to as a "duopoly" serving Florida's four most
populous cities (Miami, Tampa, Orlando and Jacksonville), and has agreed to
acquire two additional FM stations in the Miami market and an additional FM
station in the Jacksonville market. In addition, the Company owns and operates
an AM/FM combination in Cookeville, Tennessee, and has agreed to acquire an
additional AM/FM combination in that market, and has a JSA with an AM station in
Miami in which the Company owns a 49% interest. The Company's radio stations
employ broadly diversified programming formats, including News, Talk, Sports,
Country, Soft Adult Contemporary, Smooth Jazz, Album Oriented Rock, Mainstream
AOR, Alternative Rock, Spanish Sports, Spanish Adult Contemporary and Spanish
Salsa/Meringue. The Company operates six radio networks, primarily in the
southeastern United States, that provide daily statewide news segments, sports
programming and satellite distribution of play-by-play broadcasts of
professional and collegiate sports teams for 338 affiliated stations throughout
the eastern and southeastern United States and controls 67 billboard locations
(161 faces) in the Tampa and Orlando markets that support the Company's radio
station operations and provide advertising revenue.

The Company believes that its established position among the leading radio
broadcast groups in each of its Florida markets differentiates it from its
competitors and makes the Company attractive to regional and national
advertisers. In addition to having leading positions in its markets, the Company
believes that its Florida markets are highly attractive. According to Miller
Kaplan, the Miami, Tampa, Orlando and Jacksonville markets are among the fastest
growing radio markets within the top 100 DMAs, with average compound annual
growth for the three years ended December 31, 1995 of 10.3%.

The Company acquired its existing radio properties between 1991 and 1995.
In 1995, Paxson Radio operations generated segment pro forma revenue, segment
pro forma loss from operations, and segment pro forma operating profit of $69.5
million, $5.5 million and $19.4 million, respectively.

Radio Broadcasting

The Company was one of the first radio broadcasters to capitalize on
changes in federal regulations permitting radio market duopolies, and
subsequently assembled eight duopolies, two in each of Florida's four most
populous cities in addition to an AM/FM combination in Cookeville, Tennessee.
The Company initially pursued a strategy of entering into time brokerage
agreements with, and concurrently obtaining an option to purchase, stations in
markets in which the Company already owns a station in the same radio service
(AM or FM), and following changes in the FCC's rules regarding multiple
ownership of radio stations in September 1992, the Company was able to exercise
such purchase options. Upon completion of the Proposed Acquisitions, the Company
will have the leading audience share in the Miami market, Florida's largest
radio market, and an additional AM/FM duopoly in Cookeville. The Company will
continue to consider additional radio acquisition opportunities.

During 1995, several changes were instituted by management of Paxson Radio
to strengthen performance. These changes included a new sales approach whereby
each sales person sells time primarily for one particular station to more
effectively capture advertising revenue. In addition, the Company also
instituted changes in individual markets including (i) a management change at
the station general manager and sales manager positions in the Miami and Orlando
markets, (ii) a change in the morning drive personalities in the Miami and
Jacksonville markets, and (iii) an FM format change in Jacksonville.

38
<PAGE> 45

The 1996 Act significantly liberalized radio station ownership rules, which
now permit the Company to increase the number of radio stations its owns in each
of the Miami, Orlando, Tampa and Jacksonville markets. The liberalized ownership
rules are not exclusively applicable to the Company, and will permit other radio
station owners to increase station ownership as well. See "Federal Regulation of
Broadcasting." Subsequent to enactment of the 1996 Act, the Company agreed to
acquire two additional FM stations in the Miami market. The Company has also
agreed to acquire an additional FM station serving the Jacksonville market and
an AM/FM combination serving the Cookeville, Tennessee market. See "The Proposed
Acquisitions". The Company plans to opportunistically pursue additional
in-market acquisitions to capitalize on the inherent leverage in operating
multiple stations in a single market.

Operating Strategy

The Company believes that its radio properties are well positioned in
attractive and growing markets, and the Company hopes to continue to improve
cash flow growth through the integration of recent duopoly acquisitions and
enhanced station performance. The Company believes that the geographic proximity
of its FM and AM duopolies throughout Florida give it the ability to realize
synergistic revenue and promotional opportunities as well as significant cost
efficiencies. The Company's group of Florida stations enables an advertiser to
cover an entire geographic region, while effectively reaching targeted
demographic groups. Various cross-market promotional opportunities exist, such
as the ability to provide listeners with tickets to another market's sporting
events or local entertainment attractions. Personnel and technical costs can be
minimized by virtue of the ability to service markets in close proximity to one
another. The stations' geographic concentration allows management to more easily
and rapidly respond to market developments.

The Company believes that its experienced management team is one of its
strongest assets. Local managers are responsible for the day-to-day operations
of their respective stations. The Company believes that the autonomy of its
station management and its incentive-based compensation enable it to attract and
retain skilled and experienced managers capable of implementing the Company's
aggressive marketing and promotion strategy. Local managers have incentive
compensation linked to the station's broadcast cash flow performance.

Corporate management is responsible for long-range planning, establishment
of primary policies and procedures, resource allocation, accounting and
auditing, regulatory and legal compliance, license renewals and the evaluation
of potential acquisitions. Corporate management reviews sales pacing reports
from each station on a daily basis. In addition, members of senior management
visit the Company's stations on a regular basis to review performance and to
assist local management with its programming, sales and recruiting efforts, as
well as to develop overall station operating and marketing strategies.

The principal elements of the Company's operating strategy include:

Targeted Programming and Extensive Market Research. The Company provides
programming designed to appeal to targeted demographic groups, and seeks to
convert its rating shares into disproportionately large shares of each market's
advertising dollars. The Company believes that effective programming is a key
element in sustaining and improving audience shares within its targeted
demographic groups, and uses extensive ongoing research to refine each station's
programming. For example, the Company decided to operate News and Sports formats
in all four of its Florida markets following extensive research demonstrating
the popularity of each format with an upscale male audience. Similarly, in July
1995, after conducting programming research, Tampa's WSJT-FM began broadcasting
a Smooth Jazz format, designed to appeal to adults aged 25-54 (a demographic
group attractive to advertisers). The Company will continue to identify and
refine programming to enhance its stations' audience and advertiser appeal.

Aggressive Marketing and Promotion. The Company believes that effective
marketing and promotion play a significant role in maximizing each station's
performance. The Company utilizes local television, print media, outbound
telemarketing and billboards to promote its stations. In the Orlando and Tampa
markets, the Company's unsold billboard locations are used to promote its
stations. The Company also believes that community involvement is particularly
important in creating public awareness and its stations participate in numerous
community programs and activities.

39
<PAGE> 46

Strict Cost Controls. Management believes that it is critical to maintain
the lowest possible cost structure compatible with its operating strategy.
Strict financial reporting standards and cost control measures are implemented
to ensure a focus on improvements in operating results throughout Paxson Radio.
Management regularly receives operating reports that track station performance,
thereby enabling better monitoring by management and establishing greater
accountability throughout the station group. In addition, since local management
incentive programs are tied to increasing broadcast cash flow, local managers
are focused on minimizing costs and exceeding budgeted cash flow results.

Radio Properties

The following table sets forth certain information about the Company's
current radio stations:

<TABLE>
<CAPTION>
NATIONAL % OF
RADIO MARKET STATION POWER AUDIENCE
MARKETS(1) RANK(2) STATION FORMAT FREQUENCY (WATTS) SHARE(3)
- ---------------------- ------------ ------- --------------------------- --------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Miami/Ft.
Lauderdale.......... 11 WLVE-FM Smooth Jazz 93.9 100,000 4.2
WZTA-FM Mainstream AOR 94.9 100,000 3.6
WRMA-FM(4) Spanish Adult Contemporary 106.7 100,000 6.8
WXDJ-FM(4) Spanish Salsa/Meringue 95.7 46,000 4.7
WINZ-AM News and Sports 940 50,000(day) 1.4
10,000(night)
WFTL-AM Talk and Sports 1400 1,000 0.3
WACC-AM(5) Spanish Sports 830 1,000 n/a
Tampa/St.
Petersburg.......... 21 WHPT-FM Rock Adult Contemporary 102.5 100,000 5.9
WSJT-FM Smooth Jazz 94.1 100,000 5.4
WHNZ-AM News and Sports 570 5,000(day) 0.6
10,000(night)
WNZE-AM Sports 820 50,000(day) 0.4
1,000(night)
Orlando............... 35 WMGF-FM Soft Adult Contemporary 107.9 100,000 7.1
WJRR-FM Modern Rock 101.1 100,000 4.5
WWNZ-AM News 740 50,000 1.3
WWZN-AM Sports 540 50,000 0.7
Jacksonville.......... 50 WROO-FM Young Country 107.3 100,000 5.4
WPLA-FM Alternative Rock 93.3 50,000 3.8
WFSJ-FM(4)(6) Smooth Jazz 97.9 50,000 3.9
WNZS-AM Sports 930 5,000 2.8
WZNZ-AM News 1460 5,000 0.3
Cookeville............ n/c WGSQ-FM Country 94.7 100,000 n/c
WHUB-FM(4) Adult Contemporary 98.5 50,000 n/c
WPTN-AM Talk 780 1,000 n/c
WHUB-AM(4) Country 1400 1,000 n/c
</TABLE>

- ---------------

(1) Each station is licensed by the FCC to serve a specific community, which is
included in the listed market.
(2) Source: Miller Kaplan.
(3) Adults 25-54 Monday-Sunday 6 AM-Midnight in radio market per Fall 1995
Arbitron Radio Market Reports.
(4) Included in the Proposed Acquisitions.
(5) Company provides services to the station under a JSA; Company owns a 49%
interest.
(6) Company provides services to the station under a JSA.
n/a Insignificant share.
n/c Market not covered by Arbitron; revenue not independently reported.

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<PAGE> 47

Market Overviews

Miami/Ft. Lauderdale, FL. The Company owns and operates radio stations
WLVE-FM, WZTA-FM, WINZ-AM and WFTL-AM in the Miami/Ft. Lauderdale radio market,
the 11th largest radio market in the United States. The Company also owns a 49%
interest in WACC-AM and provides certain sales and marketing services to this
station through a joint sales agreement, and has agreed to acquire WRMA-FM and
WXDJ-FM in this market. The Miami/Ft. Lauderdale radio market had advertising
revenue of $136.3 million in 1995, a 9.9% increase over 1994. Including the
Proposed Acquisitions, the Company's Miami/ Ft. Lauderdale radio stations had a
21.0% combined audience share in the Miami/Ft. Lauderdale 25-54 year old
demographic category, according to the Fall 1995 Arbitron ratings survey.

WLVE-FM is programmed in a Smooth Jazz format, playing a blend of
contemporary jazz and vocals, targeting the upscale 25-54 year old audience.
WLVE-FM does not have a direct competitor within the format category. WZTA-FM
became the only Mainstream AOR station in the Miami market when its former
competitor changed formats to Alternative Rock in May 1995. The Company's
acquisition of stations WRMA-FM and WXDJ-FM in the Miami market will enable the
Company to expand its reach to Spanish speaking demographic groups. WRMA-FM is
programmed in a Spanish Adult Contemporary format, while WXDJ-FM carries Spanish
Salsa/Meringue programming and WACC carries Spanish language sports. WINZ-AM is
the only station in the Miami market with an All News format throughout the
daytime hours. After 7:00 p.m. WINZ-AM carries sports programming with broadcast
rights to the Miami Heat NBA basketball team and the University of Miami
football games. WFTL-AM located in Broward County has a talk radio format and
through a simulcast with WINZ-AM increases the Company's broadcast reach of the
Miami Heat.

Tampa/St. Petersburg, FL. The Company owns and operates radio stations
WHPT-FM, WSJT-FM, WHNZ-AM and WNZE-AM in the Tampa/St. Petersburg radio market,
the 21st largest radio market in the United States. The Tampa/St. Petersburg
radio market had advertising revenue of $77.4 million in 1995, a 9.8% increase
over 1994. The Company's Tampa/St. Petersburg stations had a 12.3% combined
audience share in the Fall 1995 Arbitron ratings survey, including WSJT-FM which
commenced broadcasting in July 1995.

WHPT-FM is formatted with a distinctive blend of music categorized as Rock
Adult Contemporary targeted toward white-collar, adult listeners. The Company
purchased WEZY-FM in Lakeland, Florida in March 1995 and subsequently moved the
station to the Tampa market. The Company reformatted the station as WSJT-FM, a
Smooth Jazz station targeted to adults in the 25-54 year old demographic
category. WHPT-FM and WSJT-FM have two of the strongest signals in the State of
Florida. WHNZ-AM is the only radio station in the Tampa market with an All News
format throughout the daytime hours. After 7:00 p.m. the station carries sports
talk and play-by-play sports programming, including University of Florida
football and basketball games. WNZE-AM is one of two AM radio stations in the
Tampa market that provides an All Sports format, including play-by-play coverage
of the Florida State football and basketball games. In addition, WNZE-AM
achieves economies by utilizing satellite programming.

Orlando, FL. The Company owns and operates radio stations WMGF-FM,
WJRR-FM, WWNZ-AM and WWZN-AM in Orlando, the 35th largest radio market in the
United States. The Orlando radio market had advertising revenue of $63.5 million
in 1995, a 10.7% increase over 1994. The Company's Orlando radio stations had a
13.6% combined audience share in the Orlando 25-54 year old demographic
category, according to the Fall 1995 Arbitron ratings survey.

WMGF-FM is a Soft Adult Contemporary format appealing to the 35-54
audience. WJRR-FM, a Modern Rock station, complements WMGF-FM by appealing
primarily to the 18-49 year old male audience. WWNZ-AM is the only station in
the market with an All News format. WWZN-AM is the only All Sports radio station
in the Orlando market, and includes play-by-play programming and sports talk
shows. Cost savings are obtained through the utilization of satellite
programming, which is used to augment the station's sports-talk programming.

Jacksonville, FL. The Company owns and operates radio stations WROO-FM,
WPLA-FM, WNZS-AM and WZNZ-AM in Jacksonville, the 50th largest radio market in
the United States. The Company also provides certain sales and marketing
services to WFSJ-FM under a joint sales agreement, and

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<PAGE> 48

has recently agreed to purchase this station for $5.0 million. See "Certain
Transactions." The Jacksonville radio market had advertising revenue of $34.7
million in 1995, an 8.4% increase over 1994. The Company's radio stations had a
16.2% combined audience share in the 25-54 year old demographic category,
according to the Fall 1995 Arbitron ratings survey.

WROO-FM broadcasts a Young Country format that appeals to the 18-49 year
old demographic category. WPLA-FM was recently reformatted as an Alternative
Rock radio station, designed to appeal to a younger 18-34 target audience.
WFSJ-FM is a Smooth Jazz formatted station targeted to adults in the 24-54 year
old demographic. WNZS-AM broadcasts an All Sports format, including the leading
sports talk show in the market, and carries live play-by-play sports broadcasts,
including Florida State University mens' football and basketball games. WZNZ-AM
has an all News format consisting of satellite-delivered CNN Headline News
programming.

Cookeville, TN. The Company owns and operates WGSQ-FM and WPTN-AM in the
Cookeville, Tennessee radio market, serving the Upper Cumberland region between
Nashville and Knoxville (ranked the 45th and 70th largest markets, respectively)
and has agreed to acquire WHUB-FM and WHUB-AM in this market. WGSQ-FM and
WHUB-FM are the two highest rated stations in this market, and all four of such
stations are first on a combined basis within this market in all categories of
listenership. WGSQ-FM and WHUB-AM each feature a country format. WHUB-FM
programs an Adult Contemporary format and WPTN-AM programs an All Talk format
featuring various local and nationally-syndicated personalities, including Rush
Limbaugh. The four stations have a combined 56.6% share of the 12+ demographic
group in Arbitron's most recent county-by-county survey.

Radio Networks

The Company operates six radio networks that serve approximately 338
affiliates. The programs produced and distributed by the Company's radio
networks include news broadcasts, sports play-by-play and sports talk shows, and
business and agricultural news and information. In addition to providing radio
programming, the Company also offers its affiliates printed script for news,
sports and weather information, that the Company either generates internally or
consolidates from wire services and other sources. The Company believes radio
networks are attractive to advertisers because they provide an opportunity to
advertise simultaneously on multiple stations. In addition, the Company's
networks provide certain programming to the Company's radio broadcast stations.

In December 1992, the Company purchased the Florida Radio Network in order
to build statewide advertising sales. The network produces daily news segments
for 56 affiliated stations in Florida, thereby giving the Company a presence in
almost every market in Florida. On November 4, 1994, the Company merged with ANG
significantly expanding the Company's radio network holdings. As a result of the
merger, the Company owns and operates a radio network in Tennessee, as well as
several collegiate sports radio networks. Such radio networks currently produce
and distribute news, sports play-by-play and other programs, giving the Company
79 affiliated radio stations in Tennessee. In January 1995, the Company acquired
the Alabama Radio Network, which produces and distributes news, sports and other
programs to 74 affiliates in Alabama. The Company has the exclusive rights to
produce and broadcast the men's football and basketball games and weekly
coaches' radio shows of the University of Florida Gators through 53 affiliates,
the University of Miami Hurricanes through 25 affiliates, and Pennsylvania State
University Nittany Lions through 51 affiliates. The broadcasts are distributed
to radio stations that have subscribed for them pursuant to affiliate
agreements. Certain affiliates of the Company's sports networks are also
affiliates of its state radio networks.

During 1995, the Company upgraded the technical facilities at each of its
radio news networks with digital sound programming. The Company believes that
such quality improvements will enable it to maintain its network presence in
each of the states in which it has networks.

Billboard Properties

The Company currently owns 67 billboard locations, including 55 billboards
with 113 faces in the Tampa market, and 12 billboard locations at which the
Company will have 48 faces in the Orlando market. While the

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<PAGE> 49

Company will sell the use of the billboards to a broad group of potential
advertisers, the Company takes advantage of the relationships it has with its
radio advertisers to broaden its billboard client base, as well as expand the
Company's share of the advertiser's media purchases within a market. In
addition, as broadcasters are major users of billboard advertising campaigns,
the Company can control its own billboard promotional expenditures through the
use of its unsold billboards, as well as assure full use of all its owned
billboards. As opportunities are presented to the Company, it will consider the
acquisition of additional billboards in markets in which it owns broadcasting
properties.

PAXSON NETWORK-AFFILIATED TELEVISION

Paxson Communications owns and operates an ABC-TV affiliate, WPBF-TV, in
the West Palm Beach market. Pursuant to a time brokerage agreement, the Company
provides programming and markets commercial time for a second television
station, WTVX-TV (a combined United Paramount Network and Warner Brothers
Network affiliate), which is also in the West Palm Beach market. The West Palm
Beach television market is one of the fastest growing markets in the country, as
evidenced by its increased market ranking from 65th in 1985 to 45th in 1995.
Television advertising expenditures in the West Palm Beach market totalled $88.2
million in 1995, an increase of 2.6%.

The Company acquired WPBF-TV in July 1994 for approximately $32.5 million
and began operating WTVX-TV under a time brokerage agreement in August 1995. The
Company has a long-term option to acquire WTVX-TV for approximately $19 million.
After the acquisition of WPBF-TV, the Company installed its management team and
implemented a program of cost rationalization measures consisting of, among
other things, a reduction in program rights payments, an increase in salesperson
commissions related to additional staffing and higher revenues, and increased
local news expenses to generate higher audience ratings. Pro forma for the
inclusion of WTVX-TV, these television stations generated segment pro forma
revenue, segment pro forma income from operations and segment pro forma
operating profit of $19.7 million, $2.1 million and $6.1 million, respectively,
in 1995.

Operating Strategy

The Company's television operating strategy is similar to its radio
operating strategy as the Company seeks to capitalize on the revenue enhancing
and cost saving opportunities from operating two television stations in one
market from a single studio facility.

WPBF-TV (channel 25) is the ABC-TV affiliate in the West Palm Beach,
Florida market. The station achieved a 10 share of household audience in the
November 1995 Nielsen ratings survey, tied for third place in the market.
WPBF-TV airs ninety minutes of local news each weekday and an hour each Saturday
and Sunday. In addition, the station's current schedule includes the following
syndicated programs: Hard Copy, A Current Affair, Coach, Geraldo!, Jerry
Springer and Sally Jessy Raphael. The highly rated Montel Williams Show will
join WPBF's lineup in the fall of 1996. Monday through Friday, WTVX-TV airs a
second run of Sally Jessy Raphael as part of a three hour daytime talk show
block, and a second run of Jerry Springer at 10:00 p.m. The second runs of Sally
Jessy Raphael and Jerry Springer air at no net cost to WTVX-TV, as they were
included in WPBF's negotiations for these programs. WTVX-TV is a leading
provider of children's programming in the West Palm Beach market with the
following syndicated programs: Flintstones, Mighty Max, Goof Troop, Bonkers and
Animaniacs. The station also airs off network and original syndicated family-
oriented programming such as Family Matters, Step by Step, Baywatch, Highlander,
Kung Fu, Land's End, High Tide and Renegade. This fall, WTVX-TV will add the NBC
network sitcom Mad About You to its program lineup. WTVX-TV achieved a four
share of household audience in the November 1995 Nielsen ratings, ranking fifth
in the market. WPBF-TV and WTVX-TV will continue to carry Southeastern
Conference and Atlantic Coast Conference college football games, featuring among
other teams the University of Florida Gators and the Florida State University
Seminoles.

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<PAGE> 50

ADVERTISING

Virtually all the Company's broadcasting revenue is derived from local,
regional and national advertising. Advertising rates charged by radio and
network television stations are based on a station's ability to attract
audiences in the demographic groups that advertisers wish to reach, and the
number of stations competing in the market area. A station's audience is
reflected in rating surveys of the number of listeners tuned to the station and
the time spent listening. The Company believes that its regional presence in
Florida's most populous markets and its targeted demographic groups in those
markets make it attractive to national, regional and local radio and television
advertisers. The Company strives to maximize radio revenue by constantly
managing the number of commercials available and all broadcast revenue by
adjusting prices based upon demand by advertisers to reach the Company's
stations' target demographic groups. In addition to the sales of advertising
time for cash, stations typically exchange advertising time for goods or
services that can be used by the station in its business operations, including
radio, television and billboard advertising and such items as travel and
entertainment services. The Company generally limits the use of such trade
transactions to promotional items or services for which the Company would
otherwise have paid cash. In addition, it is the Company's general policy not to
preempt advertising spots paid for in cash with advertising spots paid for in
trade.

inTV advertising rates are primarily based on the number of cable
households reached, the effectiveness of infomercials, the nature of the
advertiser, the nature of the advertisement (local, national or network), and
ultimately the demand for available infomercial time. The Company attempts to
maximize revenue by increasing the number of cable homes reached providing
advertisers with increased viewership. The Company increases the number of cable
households reached both by increasing the reach of each of its stations through
the exercise of "must carry" rights and by acquiring broadcast stations in
additional markets. In addition, certain advertisers can measure the success of
an infomercial program almost immediately after a show is broadcast. The Company
believes the success of infomercials with viewers continues to drive advertisers
to use infomercials. As such, the demand for infomercials continues to increase.

COMPETITION

The Company's radio and television stations compete with the other radio
and television broadcasting stations in their respective market areas, as well
as with other advertising media, including newspapers, television, magazines,
outdoor advertising, transit advertising and direct mail marketing. Competition
within the radio and television broadcasting industries occurs primarily in
individual market areas, so a station in one market does not generally compete
with stations in other market areas. In each of its markets, the Company's radio
and television stations face competition from other stations with substantial
financial resources, including, in certain instances, stations whose programming
is directed to the same demographic groups. In addition to management
experience, factors that are material to competitive positions include a
station's rank in its market, authorized power, assigned frequency or station
(as applicable), audience characteristics, local program acceptance and the
programming characteristics of other stations in the market area. The Company
attempts to improve its radio station's competitive position with extensive
research and promotional campaigns aimed at the demographic groups targeted by
its stations, and through sales efforts designed to attract advertisers,
including those who have done little or no radio advertising, by emphasizing the
effectiveness of radio advertising in increasing the advertisers' revenue.
Recent changes in the FCC's policies and rules permit increased joint ownership
and joint operation of local radio stations. Stations, such as those owned by
the Company, taking advantage of these joint arrangements may in certain
instances have lower operating costs and may be able to offer advertisers more
attractive rates and services. The Company attempts to improve its television
stations' competitive positions with local tie-in promotions and strong local
news segments. Although the Company believes that each of the Company's radio
and television stations can compete effectively in its market, there can be no
assurance that any of the Company's radio or television stations will be able to
maintain or increase its current audience rating or advertising revenue market
share.

Although the radio and television broadcasting industries are highly
competitive, some barriers to entry exist. The operation of a radio or
television broadcasting station requires a license from the FCC, and the number
of radio and television stations that can operate in a given market is limited
by the availability of the

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<PAGE> 51

FM and AM radio frequencies or stations (as applicable) that the FCC will
license in that market. The radio and television broadcasting industries
historically have grown in terms of total revenue, despite the introduction of
new technologies for the delivery of entertainment and information, such as
cable, audio tapes and compact discs. The Company believes that radio's
portability makes it less vulnerable than other media to competition from new
methods of distribution or other technological advances. There can be no
assurance, however, that the involvement or introduction in the future of any
new media technology will not have an adverse effect on the radio or television
broadcasting industries.

The Company's development of inTV and creation of a national long-form paid
programming distribution system is a relatively new concept, and there can be no
assurance of its success. The concept is subject to competition from several
sources. The Company's inTV stations face significant competition from
established broadcasting stations and cable television. Various television
networks carry blocks of infomercials and local cable operators also sell blocks
of time to long-form advertisers. To the extent that the Infomall TV Network is
successful, it is likely that the Company will face competition from new market
entrants, some of which could have significantly greater financial resources
than the Company. In addition, the Company could encounter competition as a
result of technological developments. The Company believes, however, that it can
compete on a favorable basis because it contains the only group of television
stations in the United States that currently offers infomercial advertisers both
significant national and regional distribution capabilities and inventory
availability during popular morning, daytime and prime time hours.

TIME BROKERAGE AGREEMENTS, JOINT SALES AGREEMENTS AND OTHER INTERESTS IN
BROADCAST STATIONS

The Company has made certain investments in broadcast properties with third
parties consisting of time brokerage agreements and joint sales agreements, as
well as the co-ownership of certain television stations and radio stations.
These investments in broadcast properties permit the Company to have a presence
in additional markets and to enjoy many, but not all, of the benefits of
ownership while at the same time remaining in compliance with FCC regulations.

Time Brokerage Agreements. The Company has entered into time brokerage
agreements with third parties pursuant to which the Company enjoys many, but not
all, of the benefits of operating a television station while not owning such
station. The Company may in the future enter into other time brokerage
agreements to operate stations prior to their acquisition or to enable the
Company to operate additional television stations that it might not be able to
own itself under current FCC multiple station ownership restrictions.

As a result of changes embodied in the 1996 Act, certain of the FCC's
ownership limitations have been relaxed and, to take advantage of such changes,
the Company intends to exercise the Station Options and acquire WCTD-TV,
WFCT-TV, KUBD-TV, WTJC-TV, WCEE-TV and KWBF-TV, which stations have been
operated pursuant to time brokerage agreements with The Christian Network, Inc.
("CNI"). In addition, the Company is currently operating stations WSJN-TV and
WRMY-TV pursuant to time brokerage agreements pending the consummation of the
Company's investment in such stations.

Upon consummation of the Proposed Acquisitions and the Station Options, the
Company will operate each of WTVX-TV, WOAC-TV, WNGM-TV, WHKE-TV and WIRB-TV
under time brokerage agreements. Three of such stations (WTVX-TV, WOAC-TV and
WNGM-TV) will be operated pursuant to time brokerage agreements with Whitehead
Media, Inc. and two (WHKE-TV and WIRB-TV) will be operated pursuant to time
brokerage agreements with subsidiaries of CNI. In addition, in connection with
the Company's acquisition of WHAI-TV, the Company was required by the FCC to
restructure its investment in WTWS-TV within six months of its acquisition of
WHAI-TV, in order to divest itself of an attributable interest, for FCC multiple
station ownership purposes, in WTWS-TV. The Company intends that, upon the
consummation of such restructured investment, WTWS-TV will be owned by an entity
owned by Steven Roberts and Michael Roberts (each of the entities owned or
controlled by Steven Roberts and Michael Roberts jointly and with which the
Company has an agreement is referred to herein as "Roberts Broadcasting"), and
the Company will operate WTWS-TV pursuant to a time brokerage agreement. With
certain limited exceptions, the time brokerage agreements of the Company entered
into other than in anticipation of the consummation of an acquisition

45
<PAGE> 52

involve a basic transaction structure. The Company (i) finances the acquisition
by the third party of some or all of the assets of the brokered stations and
secures such financing by encumbering such assets including, to the extent
permitted under FCC rules and regulations, the FCC license and all of the
capital stock of the acquiring company; and (ii) enters into a time brokerage
agreement with such third party which allows the Company to operate the brokered
station, in accordance with FCC guidelines. In the case of Whitehead Media, the
Company initially financed the acquisition by Whitehead Media of each of WTVX-TV
and WOAC-TV. Whitehead Media subsequently obtained third party financing, a
portion of the proceeds of which was used to repay the debt owed by Whitehead
Media to the Company. In general, payments made to the FCC licensee under the
time brokerage agreement are established, and renegotiated from time to time,
based upon increases in expenses for which the FCC licensee must, in accordance
with FCC regulations, remain primarily liable, including servicing the
indebtedness owed by such FCC licensee to the Company or, in the case of
Whitehead Media, to third parties. In certain circumstances, the Company may
acquire certain tangible assets useful in the construction or operation of the
brokered station and lease such assets to the brokered station. In addition,
unless prohibited by FCC rules and regulations, the FCC licensee also grants to
the Company an option to purchase the station for an amount payable in cash
together with the forgiveness of all outstanding indebtedness. Upon consummation
of the Proposed Acquisitions and the exercise of the Station Options, the
Company will have options to purchase four (WTVX-TV, WOAC-TV, WNGM-TV and
WHKE-TV) of the six stations which the Company will operate pursuant to time
brokerage agreements. The Company has no ownership interest in Whitehead Media,
CNI or Roberts Broadcasting.

Other Investments in Television Properties. The Company is currently
operating WSJN-TV pursuant to a time brokerage agreement pending its acquisition
of a 50% interest in S&E Network, Inc. for approximately $4,000,000. S&E
Network, Inc., a Puerto Rican corporation, is the licensee of the station and is
currently 100% owned by Housing Development Associates, S.A. ("HDA"). The
Company's investment in WSJN-TV will be consummated upon the receipt of
regulatory approvals and thereafter, the Company will control substantially all
of the programming time and other operations of the station pursuant to a
management agreement with HDA.

The Company is currently operating station WRMY-TV pursuant to a time
brokerage agreement pending the consummation of the Offering, and has also
agreed to lend to Roberts Broadcasting Company of Raleigh-Durham, L.P., a
limited partnership which is the licensee of the station and of which Roberts
Broadcasting is the sole general partner, up to $4,000,000 to relocate and
upgrade the station's transmitter facilities. The Company has an option to
convert a portion of its investment in WRMY-TV into a 40% limited partnership
interest, with Roberts Broadcasting holding the remaining 60% partnership
interest. The limited partnership agreement that governs the Company's
partnership interest in WRMY-TV provides the Company the right to approve
substantially all of the programming to be aired on the station and to
participate in certain fundamental decisions concerning the operation and
management of the station, including, for example, the approval of station
budgets.

The Company has agreed to acquire for $850,000 a 50% interest in Roberts
Broadcasting of Salt Lake City, L.L.C. a Delaware limited liability company
which will be the licensee of KZAR-TV and of which Roberts Broadcasting will be
the sole other member, and to loan the station up to $3,180,000 to relocate and
upgrade its transmitter facilities. Similarly, the Company has agreed to acquire
for $1,000,000 a 50% interest in Offshore Television Company, L.L.C., a Delaware
limited liability company which will be the licensee of WOST-TV and of which
Offshore Broadcasting Corporation will be the sole other member, and to loan the
station up to $2,500,000 to relocate and upgrade its transmitter facilities. The
business of each of the limited liability companies which will own and operate
KZAR-TV and WOST-TV will be managed under the terms of an "operating agreement"
between the Company and, respectively, Roberts Broadcasting and Offshore
Broadcasting Corporation. The Company expects that each of such operating
agreements will provide it and the other member of such limited liability
company the right to approve programming and other decisions concerning the
operation of the station.

The loan and security documents governing the terms and conditions of the
loans extended by the Company to each of WRMY-TV, KZAR-TV and WOST-TV contain
customary negative and affirmative covenants made for the benefit of the Company
as a lender to such stations, including limitations on the

46
<PAGE> 53

incurrence of indebtedness, restrictions on liens, prohibitions on sales of
assets and the Company's prior approval of significant contracts and agreements.

The Company has also extended financing to Cocola Media Corporation of
Florida ("Cocola"), which has in turn financed the construction by WPB
Communications, Inc. of television station WHBI-TV, which is licensed to
Hispanic Broadcasting, Inc. WPB Communications, Inc. is the holder of an option
to acquire WHBI-TV from Hispanic Broadcasting, Inc. after the station commences
broadcast operations. After the consummation of the acquisition by WPB
Communications, Inc., Cocola has an option to acquire the station and, pending
the consummation of such option acquisition, the right to operate WHBI-TV
pursuant to a time brokerage agreement. The Company expects to enter an
affiliation agreement with Cocola after Cocola acquires WHBI-TV, pursuant to
which WHBI-TV would air inTV programming. The Company does not have any
ownership interest in Cocola, WPB Communications, Inc. or Hispanic Broadcasting,
Inc.

Joint Sales Agreements and other Radio Investments. The Company currently
provides sales and marketing services under a joint sales agreement for each of
radio stations WACC-AM, serving the Miami radio market, and WFSJ-FM, serving the
Jacksonville radio market, while the owner of each such station provides the
programming for such radio station. The Company owns a 49% interest in WACC-AM
and has agreed to acquire WFSJ-FM for a total consideration of $5 million,
consisting of $1.7 million in Company common stock, cancellation of $1.75
million in indebtedness to the Company, and assumption and repayment by the
Company of a $1.55 million note to Mr. Paxson. See "Certain Transactions."

FEDERAL REGULATION OF BROADCASTING

The FCC regulates radio and television broadcast stations pursuant to the
Communications Act. The Communications Act permits the operation of radio and
television broadcast stations only in accordance with a license issued by the
FCC upon a finding that the grant of such license would serve the public
interest, convenience and necessity. The Communications Act provides for the FCC
to exercise its licensing authority to provide a fair, efficient and equitable
distribution of broadcast service throughout the United States.

The Communications Act empowers the FCC, among other things, to determine
the frequencies, location and power of broadcast stations; to issue, modify,
renew and revoke station licenses; to approve the assignment or transfer of
control of broadcast licenses; to regulate the equipment used by stations; to
impose fees for processing applications; to adopt regulations to implement the
provisions of the Communications Act; and to impose penalties for violations of
the Communications Act or FCC regulations. The FCC may revoke licenses for,
among other things, false statements made to the FCC or willful or repeated
violations of the Communications Act or of FCC rules. Legislation has been
introduced from time to time to amend the Communications Act in various respects
and the FCC from time to time considers new regulations or amendments to its
existing regulations. On February 8, 1996, the President signed into law the
1996 Act. The 1996 Act changes many provisions of the Communications Act and
requires the FCC to change its existing rules and adopt new rules in several
areas affecting broadcasting. The Company cannot predict whether Congress will
enact any further such legislation, whether the FCC will adopt new or amend
existing regulations (although the 1996 Act requires the FCC to institute a rule
making proceeding to amend broadcast rules), or what the effect of such actions
would be on the Company.

The following is a brief summary of certain provisions of the
Communications Act and the rules of the FCC. Reference should be made to the
Communications Act and the rules, orders, decisions and published policies of
the FCC for further information on FCC regulation of television and radio
broadcast stations.

License Renewal. The Communications Act provides that a broadcast station
license may be granted to an applicant if the public interest, convenience and
necessity will be served thereby, subject to certain limitations. In making
licensing determinations, the FCC considers an applicant's legal, technical,
financial and other qualifications. Broadcast station licenses are granted for
specific, limited periods, and, upon application, are renewable for additional
terms. Prior to recent amendments to the Communications Act in the 1996 Act, the
Communications Act provided for radio broadcast station licenses to be granted
for a maximum term of seven years, and television station licenses to be granted
for a maximum term of five years. The 1996 Act extends the license term for both
television and radio broadcast stations to eight years. The FCC has not

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<PAGE> 54

yet proposed regulations to implement the new license terms. In addition, the
1996 Act provides that, if a broadcast station fails to transmit broadcast
signals for any consecutive 12-month period, the station license expires at the
end of that 12-month period without regard to the stated term of the license.
The Company's current licenses, and the licenses of stations with which the
Company has time brokerage agreements expire on the following dates:

<TABLE>
<CAPTION>
RADIO STATIONS MARKET(A) LICENSE EXPIRATION
-------------------------------------- ----------------------- -------------------
<S> <C> <C>
WLVE-FM............................... Miami/Ft. Lauderdale February 1, 2003
WZTA-FM............................... Miami/Ft. Lauderdale February 1, 1996
WINZ-AM............................... Miami/Ft. Lauderdale February 1, 1996
WFTL-AM............................... Miami/Ft. Lauderdale February 1, 1996
WHPT-FM............................... Tampa/St. Petersburg February 1, 1996
WSJT-FM............................... Tampa/St. Petersburg February 1, 1996
WHNZ-AM............................... Tampa/St. Petersburg February 1, 1996
WNZE-AM............................... Tampa/St. Petersburg February 1, 1996
WJRR-FM............................... Orlando February 1, 2003
WMGF-FM............................... Orlando February 1, 1996
WWNZ-AM............................... Orlando February 1, 1996
WWZN-AM............................... Orlando February 1, 1996
WPLA-FM............................... Jacksonville February 1, 1996
WROO-FM............................... Jacksonville February 1, 1996
WNZS-AM............................... Jacksonville February 1, 1996
WZNZ-AM............................... Jacksonville February 1, 1996
WPTN-AM............................... Cookeville August 1, 1996
WGSQ-FM............................... Cookeville August 1, 1996
</TABLE>

<TABLE>
<CAPTION>
OWNED TELEVISION STATIONS MARKET(A) LICENSE EXPIRATION
-------------------------------------- ----------------------- -------------------
<S> <C> <C>
WHAI.................................. New York June 1, 1999
KZKI.................................. Los Angeles December 1, 1998
WTGI.................................. Philadelphia August 1, 1999
KLXV.................................. San Francisco December 1, 1998
WGOT.................................. Boston April 1, 1999
WYVN.................................. Washington, D.C. October 1, 1996
WTLK.................................. Atlanta April 1, 1997
KTFH.................................. Houston August 1, 1998
WAKC.................................. Cleveland October 1, 1997
WTWS.................................. Hartford/New Haven April 1, 1999
WPBF.................................. West Palm Beach February 1, 1997
</TABLE>

(see footnotes on following page)

48
<PAGE> 55

<TABLE>
<CAPTION>
TIME BROKERAGE
TELEVISION STATIONS MARKET(A) LICENSE EXPIRATION
-------------------------------------- ----------------------- -------------------
<S> <C> <C>
WOAC.................................. Cleveland October 1, 1997
WFCT(b)............................... Tampa/St. Petersburg February 1, 1997
WCTD(b)............................... Miami/Ft. Lauderdale February 1, 1997
KUBD(b)............................... Denver April 1, 1998
KWBF(b)............................... Phoenix October 1, 1998
WCEE(b)............................... St. Louis December 1, 1997
WIRB.................................. Orlando February 1, 1997
WRMY.................................. Raleigh December 1, 1996
WTVX.................................. West Palm Beach February 1, 1997
WTJC(b)............................... Dayton October 1, 1997
WSJN.................................. San Juan February 1, 1997
</TABLE>

- ---------------

(a) Each station is licensed by the FCC to serve a specific community which is
included in the listed market.
(b) Operated pursuant to a time brokerage agreement pending exercise of the
Station Options.

The Company timely filed license renewal applications for all of its
Florida radio stations with the FCC which renewal applications were required to
be filed on or before October 1, 1995. These applications are subject to public
comment and interested third parties could have filed formal petitions to deny
each license renewal application with the FCC on or before January 2, 1996. No
such petitions were filed. Two of such station licenses (WLVE-FM) and (WJRR-FM)
were renewed through February 1, 2003. While the license for each of the Florida
radio stations other than WLVE-FM and WJRR-FM expired on February 1, 1996, the
Communications Act provides that, because the FCC has not acted on such
applications, such station licenses shall automatically continue in force until
the pending renewal applications have been acted upon. Based upon its review of
FCC records, the Company is not aware of any petitions or other informal
objections filed against any one of its pending radio station license renewal
applications. The Company expects its pending renewal applications for its
Florida radio station licenses to be acted upon favorably by the FCC and for
such licenses to be renewed through February 1, 2003.

Generally, the FCC renews licenses without a hearing. The Communications
Act authorizes the filing of petitions to deny and of competing applications
against license renewal applications during specified periods after the renewal
applications have been filed. Interested parties, including members of the
public, may file petitions to deny as a means to raise issues concerning the
renewal applicant's qualifications. The Telecommunications Act of 1996 removed
the opportunity for the filing of competing applications against an incumbent
licensee at renewal time. Instead, the FCC will renew broadcast licenses if the
incumbent meets three requirements: (1) the station has served the public
interest, convenience and necessity; (2) the licensee has not seriously violated
the Communications Act or the FCC's rules; and (3) there have been no other
violations, which, taken together, would constitute a pattern of abuse. If an
applicant for renewal fails to satisfy this tripartite standard, the FCC
nevertheless may renew the license on appropriate terms and conditions,
including renewal for less than a full license term. The FCC may not consider
applications for the channel by other parties until it first has decided to deny
renewal to the incumbent. Before denying renewal to an incumbent, the FCC must
first allow the licensee a hearing on the licensee's alleged failure to satisfy
the statutory standard. The Communications Act, as amended, now prohibits the
FCC from considering whether another licensee would be preferable until it first
has determined that the incumbent does not qualify for renewal.

In recent years, there have been a number of petitions to deny filed with
respect to broadcast license renewal applications, but in the vast majority of
cases the FCC has renewed incumbent operators' station licenses.

Ownership Matters. The Communications Act requires the prior approval of
the FCC for the assignment of a broadcast license or the transfer of control of
a corporation or other entity holding a license. In determining whether to
approve an assignment of a broadcast license or a transfer of control of a
broadcast licensee, the FCC considers, among other things, the financial and
legal qualifications of the prospective

49
<PAGE> 56

assignee or transferee, including compliance with FCC restrictions on alien
ownership and control, compliance with rules limiting the common ownership of
certain attributable interests in broadcast, cable and newspaper properties, and
the character qualifications of the transferee or assignee and the individuals
or entities holding attributable interests in them.

The FCC generally applies its ownership limits to attributable interests
held by an individual, corporation, partnership, or other association or entity.
In the case of corporations holding broadcast licenses, the interests of
officers, directors, and those who, directly or indirectly, have the right to
vote five percent or more of the corporation's stock are generally attributable,
as are positions of an officer or director of a corporate parent of a broadcast
licensee. The FCC treats all partnership interests as attributable, except for
those limited partnership interests that are insulated under FCC policies. For
insurance companies, certain regulated investment companies and bank trust
departments, that hold stock for investment purposes only, such interests become
attributable with the ownership of ten percent or more of the stock of the
corporation holding broadcast licenses. The FCC's rules specify exceptions to
the general principles for attribution. For example, in a corporation with a
single majority shareholder, such as the Company, no other shareholder is deemed
to hold an attributable interest.

The 1996 Act substantially relaxed and restructured ownership rules
applicable to broadcast entities by removing restrictions on the number of
television stations a single entity may own or control nationwide and increasing
the nationwide audience reach ceiling for television ownership. Under the new
rules, an entity will be able to hold an attributable interest in television
stations reaching up to 35% of the United States television households. The 1996
Act also removes entirely the nationwide limits on the number of radio broadcast
stations in which a single entity may hold an attributable interest. In
addition, the new act changed the local radio ownership rules to increase the
number of radio stations a single entity may own in a single market:

If there are fourteen or fewer stations in a market, a single entity
may own as many as five stations and three same-service stations (that is,
AM or FM), except that a single entity may not own, operate or control more
than 50% of the stations in a market with fourteen or fewer commercial
radio broadcast stations;

In a market with between fifteen and twenty-nine stations, a single
entity may own or control six stations and four stations in the same
service;

In a market with thirty to forty-four stations, a single entity may
own or control a total of seven stations and four same-service stations;
and

In a market of forty-five or more stations, a single entity may own or
control a total of eight stations with up to five same-service stations.

The FCC also has rules that limit the number of co-located radio or
television broadcast stations in which a single entity may own an attributable
interest. Certain of these rules also will change because of the 1996 Act. For
television, no single entity may hold an attributable interest in television
stations with overlapping Grade B service contours. The 1996 Act directs the FCC
to conduct a rule making proceeding to determine whether these rules should be
retained. The Grade B contour is a predicted signal strength contour that
generally approximates the area within which a viewer can receive off-the-air a
signal adequate for normal viewing. The local ownership restrictions for radio
broadcast stations vary based on market size.

Under local radio ownership rules, an entity with an attributable interest
in one radio station is considered also to have an attributable interest in any
other radio station in the same market for which the first radio station
provides the programming for more than 15% of the broadcast time, on a weekly
basis. As a result, such programming arrangements may not be entered into by
radio station combinations that could not be commonly owned under FCC rules.

The FCC's cross-ownership rules prohibit the common ownership of
attributable interests in certain combinations of media outlets serving the same
geographic area. Under these rules, a single entity may not have an attributable
interest in: (i) both a radio station and a television station that serve
specified overlapping areas; (ii) a daily newspaper and either a radio station
or a television station that serve specified overlapping

50
<PAGE> 57

areas; or (iii) a television station and a cable television system that serve
specified overlapping areas. (The 1996 Act deleted the statutory prohibition on
a single entity owning both a television station and a cable television system
in the same market, but did not require the FCC to change its rule that imposes
this restriction.) The FCC has established a liberal waiver policy to permit
common ownership of a radio station and a television station in any of the
nation's 25 largest markets, and in some circumstances involving failed stations
and in other situations where more stringent waiver standards can be met. The
1996 Act extends this waiver policy to the top 50 markets. In addition,
legislative proposals have been made from time to time to liberalize or
strengthen these prohibitions. See "Proposed Changes."

In cases involving competing media in the same market, FCC policy in
certain instances prohibits common ownership interests under its cross-interest
policy even if the interests involved are non-voting or other non-attributable
interests not specifically forbidden under the FCC's cross-ownership rules. The
FCC has initiated proceedings to inquire whether it should change or eliminate
this policy, covering joint ventures and common key employees. The policy does
not necessarily prohibit these interests, but may require that the FCC consider
whether they could have a significant adverse affect on programming diversity
and competition in the market. See "Proposed Changes."

In cases where one person or entity (such as Mr. Paxson in the case of the
Company) holds more than 50% of the combined voting power of the common stock of
a broadcasting corporation, a minority shareholder of the corporation generally
would not acquire an attributable interest in the corporation. Any attributable
interest by any shareholder in another broadcast station or daily newspaper in a
market where such a corporation owns or seeks to acquire a station may still be
subject to review by the FCC under its cross-interest policy, and could result
in the Company's being unable to obtain from the FCC one or more authorizations
needed to acquire other broadcast stations. Furthermore, if a majority
shareholder of a company (such as Mr. Paxson in the case of the Company) were no
longer to hold more than 50% of the combined voting power of the common stock of
the Company, the interests of minority shareholders that had theretofore been
considered non-attributable could become attributable, with the result that any
other media interests held by such shareholders would be combined with the media
interests of such company for purposes of determining the shareholders'
compliance with FCC ownership rules. In the event of any noncompliance, steps
required to achieve compliance could include divestitures by either the
shareholder or the affected company. Furthermore, other media interests of
shareholders having or acquiring an attributable interest in such a company
could result in the company's being unable to obtain FCC consents for future
acquisitions. Conversely, the Company's media interests could operate to
restrict other media investments by shareholders having or acquiring an interest
in the Company.

Under the Communications Act, no FCC broadcast license may be held by a
corporation of which more than one-fifth of its capital stock is owned of record
or voted by aliens or their representatives or by a foreign government or
representative thereof, or by any corporation organized under the laws of a
foreign country (collectively "Aliens"). Furthermore, the Communications Act
provides that no FCC broadcast license may be granted to any corporation
directly or indirectly controlled by any other corporation of which more than
one-fourth of its capital stock is owned of record or voted by Aliens if the FCC
should find that the public interest would be served by the refusal of such
license. Restrictions on alien ownership also apply, in modified form, to other
types of business organizations, including partnerships.

Programming and Operation. The Communications Act requires broadcasters to
serve the public interest. Since the late 1970's, the FCC gradually has relaxed
or eliminated many of the more formalized procedures it developed to promote the
broadcast of certain types of programming responsive to the needs of a station's
market. Nevertheless, broadcast licensees continue to be required to present
programming that responds to community problems, needs and interests and to
maintain certain records demonstrating such responsiveness. Complaints from
listeners or viewers about a broadcast station's programming often will be
considered by the FCC when it evaluates renewal applications of a licensee,
although such complaints may be filed at any time.

Broadcast of obscene or indecent material is regulated by the FCC as well
as by state and federal law. Stations also must follow various rules promulgated
under the Communications Act that regulate, among

51
<PAGE> 58

other things, political advertising, sponsorship identifications, the
advertising of contests and lotteries, and technical operations, including
limits on radio frequency radiation. In addition, licensees must develop and
implement affirmative action programs designed to promote equal employment
opportunities, and must submit reports to the FCC with respect to these matters
on an annual basis and in connection with a renewal application. Pursuant to the
Children's Television Act of 1990, the FCC has adopted rules limiting
advertising in children's television programming and required that television
broadcast stations serve the educational and informational needs of children.
The Children's Television Act specifically requires that the FCC consider
compliance with these obligations in deciding whether to renew a television
broadcast license.

Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
short term renewals or, for particularly egregious violations, the denial of a
license renewal application or the revocation of a license.

Time Brokerage Agreements. Over the past several years a significant
number of radio broadcast licensees, including certain of the Company's
subsidiaries, have entered into time brokerage agreements. While these
agreements may take varying forms, under a typical time brokerage agreement
separately-owned and licensed radio stations agree to enter into arrangements of
varying sorts, subject to compliance with the requirements of antitrust laws and
with the FCC's rules and policies. These arrangements are subject under FCC
rules and regulations to maintenance by the licensee of each station of
independent control over the programming and station operations of its own
station.

Typically, a time brokerage agreement is a programming agreement between
two separately owned radio stations serving a common service area, whereby the
licensee of one station programs substantial parts of the broadcast day on the
other licensee's station, subject to ultimate editorial and other controls being
exercised by the licensee of the brokered station. The broker then sells
advertising time during such program segments for its own account. Such
arrangements are an extension of the concept of time brokerage, under which a
licensee of a station sells the right to broadcast blocks of time on its station
to an entity or entities which program the blocks of time and sell their own
commercial advertising for their own account during the time periods in
question.

The FCC has determined that issues of joint advertising sales should be
left to antitrust enforcement. In addition, it has specifically exempted time
brokerage agreements from its cross-interest policy. Furthermore, the FCC and
the staff of the FCC's Mass Media Bureau have held that time brokerage
agreements do not per se constitute a transfer of control and are not contrary
to the Communications Act provided that the licensee of the station maintains
ultimate responsibility for and control over operations of its broadcast station
(including, specifically, control over station finances, licensee personnel and
programming) and complies with applicable FCC rules and with antitrust laws.
Thus far, the FCC has not considered what relevance, if any, a time brokerage
agreement may have upon its evaluation of a licensee's performance at renewal
time.

Under certain circumstances, the FCC will consider a station brokering time
on another radio station serving the same market to have an attributable
ownership interest in the brokered station for purposes of the FCC's radio local
ownership rules. In particular, a radio broadcast station is not permitted to
enter into a time brokerage agreement giving it the right to program more than
15% of the broadcast time, on a weekly basis, of another local station that it
could not own under the FCC's revised local radio duopoly multiple ownership
rules. Nevertheless, radio time brokerage agreements entered into before
September 16, 1992 are generally grandfathered. The FCC has no present rules on
the attribution of television time brokerage agreements as it does with radio
time brokerage agreements. The FCC has adopted an interim policy on the grant of
transfer and assignment applications that include television time brokerage
agreements and the FCC is now considering whether to adopt rules governing
television time brokerage agreements. The 1996 Act grandfathered time brokerage
agreements existing at the time of its passage and included a provision that the
broadcast ownership section of the act is not to be construed to prohibit the
origination, continuation or renewal of any television time brokerage agreement
that complies with FCC regulations. See "Proposed Changes."

The FCC rules also prohibit a radio broadcast licensee from simulcasting
more than 25% of its programming on another station in the same radio broadcast
service (that is, AM-AM or FM-FM) whether it

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<PAGE> 59

owns both stations or operates both through a time brokerage agreement if the
brokered and brokering stations serve substantially the same geographic area.

"Must Carry"/Retransmission Consent. Some provisions of the 1992 Cable Act
and the implementing rules adopted by the FCC, such as signal and carriage and
equal employment opportunity requirements, directly affect television
broadcasting. Other provisions, although focused exclusively on the regulation
of cable television, may indirectly affect the Company because of the
competition between over-the-air television stations and cable systems.

The 1992 Cable Act contains broadcast signal carriage requirements that
allow local commercial television broadcast stations to elect once every three
years to require a cable system to carry the station on certain designated cable
channels subject to certain exceptions, or to negotiate for retransmission
consent to carry the station. A cable system generally is required to devote up
to one-third of its activated channel capacity for the mandatory carriage of
local commercial television stations. Local non-commercial television stations
are also given mandatory carriage rights; however, such stations are not given
the option to negotiate retransmission consent for the carriage of their signals
by cable systems. Additionally, cable systems are required to obtain
retransmission consent for all distant commercial television stations (except
for commercial satellite-delivered independent superstations such as WTBS),
commercial radio stations and certain low power television stations carried by
such systems after October 6, 1993.

On April 8, 1993, a special three-judge federal district court issued a
decision upholding the constitutional validity of the mandatory signal carriage
requirements. In June 1994, the United States Supreme Court vacated this
decision and remanded it to the district court to determine, among other
matters, whether the statutory carriage requirements are necessary to preserve
the economic viability of the broadcast industry. On December 12, 1995, a
three-judge federal district court panel again upheld the constitutional
validity of the mandatory signal carriage requirements, ruling that reasonable
evidence supported Congress' conclusion that "must carry" rules are necessary to
preserve the economic validity of the broadcast industry. The district court's
decision has been appealed to the Supreme Court, but the mandatory broadcast
signal carriage requirements will remain in effect pending the outcome of the
further proceedings. The Company cannot predict whether the Supreme Court will
ultimately uphold or strike down the mandatory signal carriage requirements. If
a station is not carried by a cable system in its area or is shifted to an
undesirable channel on such cable system, the station could experience a decline
in viewership that could adversely affect its revenue, particularly revenue from
stations carried on a cable system solely to comply with the "must carry" law
(for example, if the Infomall programming competes with the cable system's own,
similar non-broadcast offering).

The 1996 Act allows for telephone companies to provide video programming as
an "Open Video System." The FCC is required to adopt regulations mandating must
carry for commercial and noncommercial stations and retransmission consent for
these operators.

The 1996 Act modified the way in which markets for carriage will be
determined for purposes of the must-carry rules. The new act provides that,
instead of using markets previously defined by the Arbitron ratings service, the
FCC will determine a broadcast station's market by using commercial publications
that delineate television markets based on viewing patterns. This modification
will allow the FCC to use Nielsen's DMAs to delineate markets. The FCC is
authorized to entertain requests for expansion or other modification of
television station markets, and is now required to resolve any market
modification request within 120 days after the request is filed or within 120
days of enactment of the 1996 Act, whichever is later. The grant of such
requests by a licensee to extend its "must carry" rights into another ADI may
fractionalize the viewing audience of other television stations already
classified as entitled to "must carry" rights within the DMA.

The 1996 Act also directs the FCC to adopt regulations to allow local
exchange telephone companies to provide video programming either as cable
operators or under the newly-established category of "Open Video Systems." If a
local exchange telephone company decides to provide video programming as a cable
operator, it will be subject to the same must-carry/retransmission consent
requirements as a cable operator. The FCC also is directed to adopt rules
requiring operators of Open Video Systems to be subject to regulations regarding
"must carry" for commercial and noncommercial broadcast stations, network
nonduplication, syndicated exclusivity protection and retransmission consent
options. Operators of Open Video Systems will be required

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<PAGE> 60

to carry identification of broadcast stations on any navigational device, guide,
or menu that they have on their System.

Equal Employment Opportunity Requirements. The 1992 Cable Act also
codified the FCC's existing equal employment opportunity ("EEO") regulations and
reporting forms used by television broadcast stations. In addition, as required
by the 1992 Cable Act, the FCC has adopted rules providing for a review of the
EEO performance of each television station at the mid-point in its license term
(in addition to an examination at renewal time) and for the FCC to inform the
licensee of any improvements in recruiting practices that may be needed as a
result of the review. The FCC recently proposed rules that would reduce the EEO
recordkeeping and filing requirements of certain categories of stations. The FCC
has also proposed to give broadcasters credit for using the recruiting resources
of a central source, such as a state broadcast association, and has proposed to
adopt guidelines for imposing forfeitures for EEO violations.

Syndicated Exclusivity/Territorial Exclusivity. The FCC has imposed on
cable operators syndicated exclusivity rules and expanded existing network
non-duplication rules. These syndicated exclusivity rules allow local broadcast
stations to require that cable operators black out certain syndicated
non-network programming carried on distant signals (that is, signals of
broadcast stations, including so-called super stations, which serve areas
substantially removed from the cable system's local community). The network
non-duplication rules allow local broadcast network affiliates to require that
cable operators black out duplicating network broadcast programming carried on
more distant signals that are not significantly viewed over the air.

Prime Time Access Rules. The FCC's prime time access rule places
programming restrictions on affiliates of major national television networks. In
the past, this rule restricted affiliates of networks in the 50 largest
television markets (as defined by the rule) generally to no more than three
hours of network programming during the four hours of prime time. Recently, the
FCC changed its definition of network to include those entities that deliver
more than 15 hours of prime time programming (a term defined in those rules) to
affiliates reaching 75% of the nation's television homes. Under this definition,
certain national television networks are not subject to the prime time access
rule. In July 1995, the FCC issued an order repealing the prime time access
rules, subject to a one-year transition period during which the rules will
continue in effect. If the order is not modified or overturned, the prime time
access rules will terminate on August 30, 1996. The Company cannot predict what
effect the repeal of the rules may have on the operation of its
network-affiliated television stations or the market for syndicated television
programming.

V-Chip. The 1996 Act encourages the industry to establish a ratings system
for video programming. If the industry fails to establish such a ratings system
within one year, the FCC is directed to appoint a Committee to recommend a
ratings system. The 1996 Act also requires the inclusion of an electronic device
(the "V-Chip") in new television sets, which will enable parents to block
programming that contains a certain rating.

Television and radio broadcast stations also may be subject to a number of
other federal, state and local regulation, including regulations of the Federal
Aviation Administration affecting tower height and marking, and federal, state
and local environmental and land use restrictions and general business
regulation, and a variety of local regulatory concerns.

Proposed Changes. The Congress and the FCC have under consideration, and
in the future may consider and adopt, new laws, regulations and policies
involving a wide variety of matters that could affect, directly or indirectly,
the operation, ownership and profitability of the Company's broadcast stations,
result in the loss of audience and advertising revenue for the Company's
broadcast stations and affect the ability of the Company to acquire additional
broadcast stations or finance such acquisitions.

Implementation of Amendments to the Communications Act. The 1996 Act is
one of the most significant changes to the Communications Act since its adoption
in 1934. The 1996 Act expressly requires the FCC to change its rules in many
significant respects, and additional rule making proceedings may be required to
adapt present FCC requirements to the new law. As the 1996 Act only recently has
been passed and become law and the FCC has not yet begun the proceedings that
the 1996 Act requires, it remains to be seen

54
<PAGE> 61

how the FCC will interpret certain provisions of the 1996 Act. Although the
focus of the 1996 Act is on telephony, the Act will result in changes to several
provisions of the law relating to broadcasters.

--FCC Proceedings to Revise Broadcast Ownership Rules. The FCC has several
pending rule making proceedings to consider aspects of its ownership rules
affecting broadcasting that predate the enactment of the 1996 Act. The passage
of the 1996 Act will affect the outcome of these proceedings, and the FCC may
initiate new or further proceedings to consider some of these matters in view of
the new amendments to the Communications Act. In January 1995, the FCC issued a
further notice of proposed rule making which proposed the following changes in
regulations governing television broadcasting: (i) modifying the reach discount
as it applies to UHF stations; (ii) narrowing the geographic area where common
ownership restrictions would be triggered by limiting it to overlapping Grade A
contours rather than Grade B contours and by permitting (or granting waivers in
particular cases or markets) certain UHF/UHF or UHF/VHF overlaps; (iii) relaxing
the rules prohibiting cross-ownership of radio and television stations in the
same market to allow certain combinations where there remain alternative outlets
and suppliers to ensure diversity; and (iv) treating television time brokerage
agreements the same as radio time brokerage agreements which would presently
preclude certain television time brokerage agreements where the programmer owns
or has an attributable interest in another television station in the same
market. In June 1995, the FCC announced an interim policy for processing
television transfer and assignment application that include time brokerage
agreements. Pending the adoption of new rules, the FCC has stated that it will
not grant applications that propose a time brokerage arrangement if the
arrangement also includes both debt financing by the time broker and an option
for the time broker to purchase the brokered station. The FCC has stated that it
will continue to grant applications with time-brokerage arrangement if they
include only one of those elements (that is, either debt financing by the broker
or an option of the time broker to purchase). Adoption of the most restrictive
proposals in this proceeding could limit the Company's alternatives for entering
into new time brokerage agreements and making new broadcast acquisitions and, if
existing arrangements are not grandfathered, could require the Company to modify
or terminate certain of its time brokerage agreements.

In January 1995, the FCC issued a further notice of proposed rule making
that combined several long-pending proceedings to consider changes in its
ownership rules and policies. In the new proceeding, the FCC is considering,
among other things, (i) whether to make non-voting stock interests attributable;
(ii) whether to change attribution thresholds; (iii) how to treat limited
liability companies for purposes of attribution; (iv) whether to extend the
cross-interest policy to require review of multi-layered business relationships,
including debt relationships, that now are not subject to scrutiny; and (v)
whether to change the insulation standards for non-attribution of limited
partnership interests. Adoption of the most restrictive alternatives available
to the FCC could require that the Company, in assessing acquisition and
compliance strategies, take into account additional interests in itself and its
principals that are now exempt from FCC ownership regulation, and potentially
divest or restructure some interests.

In a second notice of proposed rule making the FCC is seeking comment on
whether the FCC should relax attribution and other rules to facilitate greater
minority and female ownership.

The 1996 Act directs the FCC to conduct biannual review of its broadcast
ownership rules, to determine whether the rules continue to be in the public
interest, and to repeal or modify regulations found to no longer serve the
public interest.

FCC Inquiry on Broadcast of Commercial Matter. The FCC also has initiated
a notice of inquiry proceeding seeking comment on whether the public interest
would be served by establishing limits on the amount of commercial matter
broadcast by television stations. No prediction can be made at this time as to
whether the FCC will propose any limits on commercial advertising at the
conclusion of its deliberation or the effect the imposition of limits on the
commercial matter broadcast by television stations would have upon the Company's
operations.

Digital Audio Broadcasting. The FCC recently has allocated spectrum to a
new technology, digital audio broadcasting ("DAB"), to deliver satellite-based
audio programming to a national or regional audience and is considering rules
for a DAB service. DAB may provide a medium for the delivery by satellite or
terrestrial means of multiple new audio programming formats with compact disc
quality sound to local and

55
<PAGE> 62

national audiences. It is not known at this time whether this technology also
may be used in the future by existing radio broadcast stations either on
existing or alternate broadcasting frequencies. In addition, applications by
several entities currently are pending at the FCC for authority to offer
multiple channels of digital, satellite-delivered S-Band aural services that
could compete with conventional terrestrial radio broadcasting. These satellite
radio services use technology that may permit higher sound quality than is
possible with conventional AM and FM terrestrial radio broadcasting. Thus far,
the FCC has not granted the pending requests for authorizations to offer
satellite radio, nor has it adopted rules for the proposed satellite radio
service. Implementation of DAB would provide an additional audio programming
service that could compete with the Company's radio stations for listeners, but
the effect upon the Company cannot be predicted.

Advanced High Definition Television System. The FCC has also begun to
adopt rules for implementing advanced (high definition) television ("ATV") in
the United States. Implementation of ATV service should improve the technical
quality of television broadcasts. In anticipation of the implementation of ATV
operations, the 1996 Act directs the FCC to adopt ATV technical standards and
other rules necessary to protect the public interest. The FCC is authorized (but
not required) to establish minimum hours of ATV operation. The act also provides
for the FCC to limit the eligibility for ATV licenses to existing television
licensees and permittees. The FCC is directed to condition ATV licenses on
recapture of either the new ATV spectrum or television licensees' initial
spectrum, but neither the timetable nor the subsequent use of recaptured
spectrum is specified. Ten years after it first issues ATV licenses, however,
the FCC must evaluate its regulation and public acceptance of ATV, including
possible alternative uses of and reduction in ATV spectrum.

The FCC is required to adopt rules permitting ATV licensees to offer
"ancillary or supplementary services" on newly-available ATV spectrum, so long
as such services are consistent with the FCC's ATV standards; do not derogate
required ATV services, including high definition television; and are regulated
in the same manner as similar non-ATV services. Ancillary or supplementary
services will not have must-carry rights on cable television systems. All
services using ATV spectrum must be consistent with the public interest and
renewal applicants will be required to establish that all conventional and ATV
program services are in the public interest. Failure to comply with FCC
requirements governing ancillary or supplementary ATV services will reflect
adversely on renewal qualifications.

Licensees which use ATV frequencies to provide ancillary or supplementary
services on a subscription or similar paid basis (commercially-supported
non-subscription broadcasting is excluded) will be required to pay annual fees,
based on the amount of spectrum being used and the time it is used for ancillary
and supplementary services. The fee is not to exceed the amount which would have
been received had the spectrum been auctioned for similar uses.

The FCC has decided that it will set aside specific new channel allotments
for ATV service. Initial eligibility for these channels will be limited to
existing television licensees. The FCC has not yet adopted a new technical
standard for ATV, nor has it adopted a new Table of Allotments for ATV channels.

Under the FCC's current plan for phasing in ATV service, each television
station would be able to continue to provide conventional television service on
its regular channel until advanced television service has become the prevalent
medium. In August 1995, the FCC issued its Fourth Further Notice of Proposed
Rule Making and Third Notice of Inquiry in its ATV proceeding. The notice and
inquiry requested public comment on a number of issues in connection with the
establishment of ATV television broadcasting, including: (i) procedures and
timetables for existing broadcasters to move to ATV channels and relinquish
their present spectrum; (ii) restrictions on the use of ATV channels during the
transition period; (iii) the effect of conversion to digital transmission on a
broadcaster's public interest obligations; (iv) incentives for the rapid
adoption of ATV transmission technologies by broadcasters and by the public, and
(v) the impact of ATV on cable television carriage or retransmission consent.
Fifteen years after the start date, television broadcasters would be required to
surrender their conventional television licenses. Implementation of ATV service
is likely to impose additional costs on television stations providing new
service due to increased equipment costs. While

56
<PAGE> 63

the Company believes the FCC will authorize ATV, the Company cannot predict when
such authorization might be given or the effect such authorization might have on
the Company's business.

Other changes that may result from matters under consideration by the FCC
or the Congress include: (i) spectrum use or other fees on FCC licensees; (ii)
the FCC's EEO rules and other matters relating to female or minority involvement
in the broadcasting industry; (iii) rules relating to political broadcasting;
(iv) technical and frequency allocation matters; (v) changes in the FCC's
cross-interest, multiple ownership and cross-ownership rules and policies; (vi)
changes in the tax deductibility of advertising expenses; (vii) changes in
standards governing the evaluation and regulation of television programming
directed toward children, and violent or indecent programming; and (viii)
changes in regulation of the relationship between major television networks and
their affiliates.

The foregoing is only a brief summary of certain provisions of the
Communications Act and of specific FCC and other regulations. Reference is made
to the Communications Act, FCC regulations, and the public notices and rulings
of the FCC for further information concerning the nature and extent of federal
regulation of broadcast stations.

EMPLOYEES

As of December 31, 1995, the Company had approximately 714 full-time
employees and approximately 202 part-time employees, for a total of 916
employees. None of its employees is represented by a labor union. The Company
considers its relations with its employees to be good.

SEASONALITY

Seasonal revenue fluctuations are common within the radio and television
broadcasting industry and result primarily from fluctuations in advertising
expenditures by local retailers. Paxson Radio and Paxson Network-Affiliated
Television generally experience their lowest revenue for the year in the first
quarter, whereas the highest revenue for the year generally occurs in the fourth
fiscal quarter. Because of the short operating history, the Company's ability to
assess the effects of seasonality on inTV is limited. It appears, however, that
inTV may experience its highest revenues during the first and fourth quarters.

PATENTS AND TRADEMARKS

The Company has 21 registered trademarks and 11 trademark registrations
pending relating to its business. It does not own any patents or patent
applications. The Company does not believe that any of its trademarks are
material to its business or operations.

PROPERTIES AND FACILITIES

The following table sets forth information with respect to the Company's
offices and its studios and broadcast tower locations. Management believes that
the Company's properties are in good condition and are suitable for its
operations.

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<PAGE> 64

<TABLE>
<CAPTION>
LEASE
MARKET(A) PROPERTY OWNED/LEASED EXPIRATION
- -------------------------------------------- -------------- ------------ --------------
<S> <C> <C> <C>
Orlando, FL................................. Studio/Offices Leased March 2002
WJRR-FM Tower Leased April 2000
WMGF-FM Tower Leased February 2001
WWNZ-AM Tower Owned
WWZN-AM Tower Owned
Jacksonville, FL............................ Studio/Offices Leased February 1999
WROO-FM Tower Leased March 1999
WPLA-FM Tower Owned
WNZS-AM Tower Leased Perpetual
WZNZ-AM Tower Owned
Cookeville, TN.............................. Studio/Offices Leased December 1998
WGSQ-FM Tower Leased July 2007
WPTN-AM Tower Owned
Los Angeles, CA............................. Studio/Offices Leased October 1998
Tower Leased June 2005
Sales Office Leased July 1998
Philadelphia, PA............................ Studio Leased September 2000
Tower Owned
San Francisco, CA........................... Studio/Offices Leased June 2005
Tower Leased June 2020
Boston, MA.................................. Studio/Offices Leased February 2006
Tower Leased June 2026
Atlanta, GA................................. Studio/Offices Leased June 2001
Tower Leased October 2015
Houston, TX................................. Studio/Offices Leased October 1998
KTFH-TV Tower Owned
K33DB Tower Leased January 1997
Hartford, CT................................ Studio Leased October 1999
Tower Leased October 2035
West Palm Beach, FL......................... Studio/Offices Leased October 1998
Tower Owned
Headquarters Owned
Cleveland, OH............................... Studio Owned
Tower Owned
Washington, D.C............................. Studio Owned
Tower Owned
New York, NY................................ Studio Leased March 2001
Tower Leased March 2006
</TABLE>

- ---------------

(a) Market listed may differ from actual location

LEGAL PROCEEDINGS

The Company is involved in litigation from time to time in the ordinary
course of its business. In the opinion of management, no material legal
proceedings are pending to which the Company, or any of its property, is
subject.

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<PAGE> 65

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information concerning the Company's directors
and executive officers.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- --- ----------------------------------------------------
<S> <C> <C>
Lowell W. Paxson................... 60 Chairman of the Board, Chief Executive Officer and
Director
James B. Bocock.................... 51 President, Chief Operating Officer and Director
Dean M. Goodman.................... 48 President, inTV and Paxson Network-Affiliated
Television
Jon Jay Hoker...................... 57 President, Paxson Radio
Arthur D. Tek...................... 46 Vice President, Treasurer, Chief Financial Officer
and Director
Anthony L. Morrison................ 34 Vice President, Secretary and General Counsel
Michael J. Marocco................. 37 Director
John A. Kornreich.................. 50 Director
J. Patrick Michaels, Jr. .......... 51 Director
S. William Scott................... 62 Director
Bruce L. Burnham................... 62 Director
</TABLE>

Lowell W. Paxson has been Chairman of the Board, Chief Executive Officer
and a Director of the Company since its inception. Mr. Paxson was the creator,
co-founder and president of Home Shopping Network, Inc. ("HSN"), a position he
held from HSN's inception in May 1985 to December 1990. He remained a consultant
to HSN through 1994. Mr. Paxson was a pioneer in the home shopping concept on
radio beginning in 1977, which he later transferred to television through HSN.
Mr. Paxson has been involved in radio for over 40 years, during which time he
owned a majority interest in a number of radio stations. At HSN, in which he was
a major initial stockholder, he was actively involved in the acquisition and
operation of ten television stations which were later spun-off by HSN as Silver
King Communications, Inc. Mr. Paxson earned his Bachelor's degree from Syracuse
University in 1956. He served as a U.S. Army captain from 1956 to 1957. Mr.
Paxson served on the boards of a variety of charitable, civic and educational
institutions. He holds memberships in the National Cable Television Association
and the National Association of Broadcasters.

James B. Bocock has been President and Chief Operating Officer of the
Company since July 1991 and has been a Director since January 1994. Mr. Bocock
was Vice President -- Broadcast Affiliations for HSN from September 1986 to June
1991. While at HSN, Mr. Bocock negotiated HSN's acquisition of several full and
low power television stations. Mr. Bocock, a former radio station owner, has
been involved in broadcasting since 1962, including service as the general
manager of a number of radio stations throughout the United States.

Dean M. Goodman has been President of inTV and Paxson Network-Affiliated
Television since January 1995. Mr. Goodman joined the Company in 1993 and prior
to becoming President of Paxson Communications Television, Inc., was the General
Manager of the Company's Miami radio group. Prior to joining the Company in
1993, Mr. Goodman was Executive Vice President of the television and radio
broadcast group of Gilmore Broadcasting Corp. Prior to joining Gilmore
Broadcasting Corp., Mr. Goodman was Vice President and General Manager of
Southwest Radio, Inc. and Community Service Broadcasters, Inc. Since 1993, Mr.
Goodman has served as chairman of the Florida Association of Broadcasters, and
has been a director of the National Association of Broadcasting since January
1995.

Jon Jay Hoker has been the President of Paxson Radio since January 1995.
From April 1994 to January 1995 he was President of Paxson Networks, Inc. Mr.
Hoker is a former radio group owner, having formed Hoker Broadcasting in 1985.
Prior to forming his own group, Mr. Hoker was a vice president with Belo
Broadcasting from 1982 to 1985. Mr. Hoker was responsible for overall operations
of radio stations in Dallas

59
<PAGE> 66

and Denver as well as overseeing all radio acquisitions. Mr. Hoker began his
broadcast career with ABC, where he worked from 1971 to 1981.

Arthur D. Tek has been Vice President and Chief Financial Officer of the
Company since December 1992. He has been Treasurer and a Director of the Company
since January 1994. Prior to joining the Company, Mr. Tek was Chief Financial
Officer and Controller of Chase Communications, Inc., a television and radio
broadcasting firm, from February 1990 to December 1992. Mr. Tek was Vice
President -- Finance for SunGroup, Inc., a radio station group, from November
1986 to February 1990. Mr. Tek has been a director of the Broadcast Cable
Financial Management Association since June 1995.

Anthony L. Morrison has been Vice President, Secretary and General Counsel
since February 1995. He was an attorney in the New York office of the law firm
of O'Melveny & Myers from June 1990 to February 1995, with a practice consisting
of banking, finance, and general corporate matters. Mr. Morrison was an attorney
with the New York office of White & Case from November 1987 to June 1990.

Michael J. Marocco has served as a Director since December 1993. He joined
Sandler Capital Management in 1989 and is a general partner of Sandler
Associates and, through affiliates, a general partner of the Sandler Media
Partnerships, Sandler Mezzanine Partnerships, and the 21st Century
Communications Partnerships. The Sandler Mezzanine Partnerships hold an equity
interest in the Company. See "Principal and Selling Stockholders." He was a Vice
President at Morgan Stanley & Co. Inc., serving in its communications group,
from 1984 to 1989. Mr. Marocco is a director of YES Entertainment, Inc.

John A. Kornreich has served as a Director since December 1993. He joined
Sandler Capital Management in 1988 and is a general partner of Sandler
Associates and, through affiliates, a general partner of the Sandler Media
Partnerships, Sandler Mezzanine Partnerships, and the 21st Century
Communications Partnerships. The Sandler Mezzanine Partnerships hold an equity
interest in the Company. See "Principal and Selling Stockholders." In 1986, Mr.
Kornreich formed J.K. Media, L.P., a private investment partnership funded
primarily by communications industry executives, for which Mr. Kornreich serves
as the sole general partner.

J. Patrick Michaels, Jr. has been serving as a Director since February
1995. Mr. Michaels founded and since 1973 has been the Chairman of the Board of
Directors and Chief Executive Officer of Communications Equity Associates, Inc.
("CEA"), a firm that specializes in providing financial services to a variety of
organizations in the media, communications and entertainment industries. During
1973, Mr. Michaels was Vice President of Cable Funding Corporation, a
specialized finance company lending to the cable television industry. From
October 1968 through December 1972, Mr. Michaels served as one of the original
employees and Vice President of TM Communications, the cable subsidiary of The
Times Mirror Company. Mr. Michaels holds equity interests in a number of media
companies, some of which may be deemed competitive with the Company. Mr.
Michaels is the Vice Chairman of the Board of Directors, Acting President and
Acting Chief Operating Officer of Video Jukebox Network, Inc.

S. William Scott has been serving as a Director since February 1995. From
1983 to 1987, Mr. Scott was Executive Vice President, Westinghouse Broadcasting
Television Group. From 1981 through the end of 1983, Mr. Scott served as
President and Chief Operating Officer of a Westinghouse Broadcasting/American
Broadcasting Company joint venture for cable television known as the Satellite
News Channels. Currently, Mr. Scott provides consulting services to various
media companies, including the Company.

Bruce L. Burnham has been serving as a director since February 1996. Mr.
Burnham has been President of The Burnham Group, a retail consulting and
marketing firm, since 1993. From 1981 to 1984, Mr. Burnham was Chairman and
Chief Executive Officer of Dayton's Department Stores, headquartered in
Minneapolis, and from 1979 to 1980 was President and Chief Executive Officer of
Bonwit Teller in New York City. Mr. Burnham is currently a director of Financial
Benefit Group, Inc. and J.B. Rudolph, Inc.

All officers are elected until the next annual meeting of the Board of
Directors or until their respective successors are chosen and qualified.
Directors serve for a one-year term or until their successors are elected.

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<PAGE> 67

BOARD COMMITTEES

The Company's Board of Directors appointed a Compensation Committee and an
Audit Committee in February 1995. Neither committee existed in 1994. The
Compensation Committee consists of Lowell W. Paxson, Michael J. Marocco, and
John A. Kornreich. The Compensation Committee recommends to the Board both base
salary levels and bonuses for the Chief Executive Officer and the other officers
of the Company. The Compensation Committee also reviews and makes
recommendations with respect to the Company's existing and proposed compensation
plans, and serves as the committee responsible for administering the Company's
Stock Incentive Plan. Until February 1995, the Compensation Committee's
functions were exercised by the Board of Directors.

The Audit Committee consists of Bruce L. Burnham, Michael J. Marocco, and
John A. Kornreich. The duties of the Audit Committee are to recommend to the
Board of Directors the selection of independent certified public accountants, to
meet with the Company's independent certified public accountants to review the
scope and results of the audit, and to consider various accounting and auditing
matters related to the Company, including its system of internal controls and
financial management practices. Until February 1995, the Audit Committee's
functions were exercised by the Board of Directors.

The Company does not have a nominating committee. This function is
performed by the Board of Directors.

All directors receive reimbursement of reasonable out-of-pocket expenses
incurred in connection with meetings of the Board of Directors. No director
receives separate compensation for services rendered as a director.

EXECUTIVE COMPENSATION

The following table presents certain information concerning the
compensation received or accrued for services rendered during the fiscal years
ended December 31, 1995, 1994 and 1993 for the Company's Chief Executive Officer
and four highest paid executive officers (collectively, the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------
ANNUAL COMPENSATION NUMBER OF
-------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2) OPTIONS COMPENSATION
- ------------------------------- ---- --------- -------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Lowell W. Paxson............... 1995 $ 350,000 $ -0- $ -0- -0- $ -0-
Chairman and Chief Executive 1994 -0- -0- -0- -0- -0-
Officer(3) 1993 -0- -0- -0- -0- -0-
James B. Bocock................ 1995 225,000 -0- 164,325 850,000 -0-
President and Chief Operating 1994 160,000 -0- -0- -0- -0-
Officer 1993 125,000 -0- -0- -0- -0-
Dean M. Goodman................ 1995 200,000 75,000 229,625 223,361 -0-
President -- Paxson 1994 183,750 207,057 -0- -0- -0-
Television 1993 126,562 53,665 -0- -0- -0-
Jon Jay Hoker.................. 1995 200,000 50,000 182,688 150,000 -0-
President -- Paxson Radio(4) 1994 140,000 51,043 -0- -0- -0-
1993 -0- -0- -0- -0- -0-
Arthur D. Tek.................. 1995 150,000 -0- -0- 150,000 3,000(5)
Vice President, Treasurer, 1994 112,500 -0- -0- -0- -0-
and Chief Financial Officer 1993 100,000 -0- -0- -0- -0-
</TABLE>

- ---------------
(1) Includes amount Named Executive Officer elected to defer pursuant to the
Company's Profit Sharing Plan.
(2) Represents the difference between the price paid by the Named Executive
Officer upon the exercise of certain of his options granted under the Stock
Incentive Plan and the fair market value of such securities at the time of
exercise.

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<PAGE> 68

(3) Mr. Paxson has entered into a five and one-half year employment agreement
that commenced on June 30, 1994. See "Employment Agreements."
(4) Mr. Hoker was employed by the Company commencing in January 1994.
(5) Represents relocation allowance in excess of general allowance under
Company's relocation plan.

OPTION GRANTS IN 1995

The following table sets forth certain information relating to option
grants pursuant to the Stock Incentive Plan in the year ended December 31, 1995
to the individuals named in the Summary Compensation Table above.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUES AT ASSUMED
ANNUAL RATES OF STOCK
NUMBER OF SHARES OF PRICE APPRECIATION FOR
COMMON STOCK % OF TOTAL OPTIONS EXERCISE OPTION TERM(2)
UNDERLYING OPTIONS GRANTED TO EMPLOYEES IN PRICE PER EXPIRATION --------------------------------------
NAME GRANTED(1) FISCAL YEAR SHARE DATE 0%(3) 5% 10%
- ------------------ ------------------- ----------------------- --------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Lowell W. Paxson.. -0- -0-% N/A N/A $ -0- $ -0- $ -0-
James B. Bocock... 850,000 46.1% $3.42 2/12/2005 5,593,000 11,628,000 21,343,500
Dean M. Goodman... 223,361 12.1% 3.42 2/12/2005 1,469,715 3,055,579 5,608,595
Jon Jay Hoker..... 150,000 8.1% 3.42 2/12/2005 987,000 2,052,000 3,766,500
Arthur D. Tek..... 150,000 8.1% 3.42 2/12/2005 987,000 2,052,000 3,766,500
</TABLE>

- ---------------
(1) All options granted to the named executive officers were granted pursuant to
the Stock Incentive Plan. The options were granted pursuant to a five year
vesting schedule retroactive to the executive's date of employment. All
options are for Class A Common Stock.
(2) Potential realizable value is based on the assumed growth rates for the
option term. The actual value, if any, an executive may realize will depend
on the excess of the stock price over the exercise price on the date the
option is exercised, therefore, there is no assurance the value realized by
an executive will be at or near the amounts reflected in this table.
(3) Denotes realizable value at the date of grant which reflected a market value
of $10.00 per share.

AGGREGATE OPTION EXERCISES IN 1995

The following table sets forth certain information with responsible to the
unexercised options to purchase. Class A Common Stock granted under the Stock
Incentive Plan to the individuals named in the Summary Compensation Table above.

AGGREGATE OPTIONS EXERCISED IN 1995 AND DECEMBER 31, 1995 OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 1995 AT DECEMBER 31, 1995(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE NONEXERCISABLE EXERCISABLE NONEXERCISABLE
- --------------------------------------- ----------- -------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Lowell W. Paxson....................... -0- $ -0- -0- -0- $ -0- $ -0-
James B. Bocock........................ 15,000 164,325 665,000 170,000 7,866,950 2,011,100
Dean M. Goodman........................ 20,000 229,625 113,361 90,000 1,341,061 1,064,700
Jon Jay Hoker.......................... 15,000 182,688 15,000 120,000 177,450 1,419,600
Arthur D. Tek.......................... -0- -0- 90,000 60,000 1,064,700 709,800
</TABLE>

- ---------------
(1) Based on the public trading price of the Class A Common Stock of $15.25 on
December 29, 1995.

STOCK INCENTIVE PLAN

The Company established the Company's Stock Incentive Plan (the "Stock
Incentive Plan") in November 1994 to provide incentives to officers and other
employees who contribute significantly to the strategic and long-term
performance objectives and growth of the Company. The Stock Incentive Plan is
administered by the Compensation Committee of the Company's Board of Directors.

The Stock Incentive Plan provides for the issuance of options, in the form
of incentive stock options or non-qualified stock options, to officers and
employees selected by the Compensation Committee. Under the Stock Incentive
Plan, options exercisable for an aggregate amount of 2,143,575 shares of Class A
Common Stock are available for issuance. The Company intends to either amend the
Stock Incentive Plan or create an additional stock incentive plan to increase
the number of shares available for options to 4,143,575, subject to approval by
the Company's stockholders at the 1996 Annual Meeting. The exercise price per
share of Class A Common Stock deliverable upon the exercise of each stock option
is determined by the Compensation

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<PAGE> 69

Committee at the date the stock option is granted and as provided in the terms
of the Stock Incentive Plan. Stock options are exercisable in whole or in part
on such date or dates as are determined by the Compensation Committee at the
date of the grant. The Compensation Committee may, in its sole discretion,
accelerate the time at which any stock option may be exercised. Stock options
expire on the date or dates determined by the Compensation Committee at the time
the stock options are granted. Holders of more than 10% of the combined voting
power of the capital stock of the Company may be granted stock options, provided
that the exercise price be 110% of the fair market value of Class A Common Stock
as of the date of the grant, and provided that the term of the stock option
shall not exceed five years after the date of the grant.

Stock options granted under the Stock Incentive Plan may be exercised by
the participant to whom granted or by his or her legal representative. If a
Stock Incentive Plan participant's employment is terminated for cause, each
stock option which has not been exercised shall terminate.

The Compensation Committee also has the discretion to award restricted
stock. Participants who receive restricted stock do not become 100% vested in
their restricted stock until five years after the effective date of the award.
During the restricted period prior to vesting, the participant may transfer the
restricted stock to a trust for the benefit of the participant or an immediate
family member, but may not otherwise sell, assign, transfer, give or otherwise
dispose of, mortgage, pledge or encumber such restricted stock. The Compensation
Committee may, in its discretion, provide that a participant shall be vested in
whole or with respect to any portion of the participant's award not previously
vested if the participant's employment with the Company is terminated because of
death, disability or retirement.

PROFIT SHARING PLAN

The Company has a profit sharing plan under Section 401(k) of the Internal
Revenue Code (the "Profit Sharing Plan"). The Profit Sharing Plan provides that
employees of the Company must complete one year of service in order to be
eligible to defer salary and, if available, receive matching contributions under
the Section 401(k) portion of the Profit Sharing Plan. Participants may elect to
defer a specified percentage of their compensation into the Profit Sharing Plan
on a pre-tax basis. The Company may, at its sole discretion, make matching
contributions based on a percentage of deferred salary contributions at a
percentage rate to be determined by the Board of Directors of the Company, which
matching contributions may be in Company stock. In addition, the Company may
make supplemental profit sharing contributions in such amounts as the Board of
Directors of the Company may determine. Participants earn a vested right to
their profit sharing contribution in increasing amounts over a period of five
years. After five years of service, the participant's right to his or her profit
sharing contribution vests 100%. Thereafter the participant may receive a
distribution of the entire value of his or her account at age 55, 62 or 65 or
upon termination of employment, death or disability.

EMPLOYMENT AGREEMENTS

Mr. Paxson is employed as Chairman and Chief Executive Officer of the
Company under an employment agreement. The agreement provides that Mr. Paxson
will be employed for a five and one-half year period commencing on June 30,
1994, unless sooner terminated. Mr. Paxson began receiving an annual base salary
of $350,000 commencing on January 1, 1995. Mr. Paxson's salary will be $385,000
in 1996, $423,500 in 1997, $465,850 in 1998 and $500,000 in 1999. In addition to
the base salary, Mr. Paxson may receive an annual bonus at the discretion and in
an amount set by members of the Compensation Committee that are not employees of
the Company. Mr. Paxson's employment agreement is renewable for successive
one-year terms, subject to good faith negotiation of its terms. Under the terms
of the agreement, Mr. Paxson is eligible to participate in all employee benefit
plans and arrangements that are generally available to other senior executives,
and is entitled to vacation days in an amount determined annually by the Board
of Directors after good faith negotiation. Mr. Paxson is reimbursed for all
reasonable expenses incurred by him in the discharge of his duties, including
entertainment and travel. Mr. Paxson's employment agreement is terminable by the
Board of Directors before expiration for good cause, as defined in the
agreement, or by Mr. Paxson for good reason, as defined in the agreement. In the
event of Mr. Paxson's permanent disability or death, the Company will pay Mr.
Paxson, or his estate, as the case may be, his then existing salary for the
remaining term of the agreement, in the case of disability, or one year, in the
case of death.

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<PAGE> 70

In addition, Mr. Paxson is a party to a noncompete agreement with the
Company for a period ending on December 31, 1999 or the date of a change of
control (as defined with respect thereto) of the Company. See "Certain
Transactions -- Home Shopping Network, Inc."

CERTAIN TRANSACTIONS

Mr. Paxson is the Chairman and Chief Executive Officer of the Company.
Messrs. Marocco and Kornreich are directors of the Company and principals of the
Sandler Partnerships, which are significant stockholders of the Company. See
"Principal and Selling Stockholders." Mr. Michaels is a director of the Company
and the owner of CEA. Mr. Scott is a director of the Company and provides it
certain consulting services. Set forth below is a description of certain
transactions and relationships between Mr. Paxson, his affiliates and others and
the Company, between the Sandler Partnerships and the Company, CEA and the
Company and Mr. Scott and the Company.

WFCT-TV Transactions. On December 17, 1993, BBTC entered into an agreement
whereby CNI, a Section 501(c)(3) Florida non-profit corporation to which Mr.
Paxson was a substantial contributor and of which he was a director, would make
available to BBTC up to $3,120,000 for certain expenses in connection with the
redemption of a limited partnership interest in BBTC and the construction of
television station WFCT-TV, Bradenton, Florida (the "BBTC Loan Agreement"). In
connection with the loan, BBTC granted to CNI an irrevocable, exclusive option
to purchase the assets owned by BBTC that are used or useful in the construction
or operation of WFCT-TV, including the licenses issued by the FCC for WFCT-TV,
subject to the satisfaction of certain conditions and the receipt of necessary
regulatory approvals. CNI's option may be exercised, subject to the prior
approval of the FCC, at any time during the 10-year period beginning August 2,
1995. The price payable to BBTC upon exercise of the option is $91,000 in cash
and the forgiveness of all outstanding indebtedness under the BBTC Loan
Agreement, in the amount of $1,120,000 as of December 31, 1995. WFCT-TV
commenced broadcasting operations on August 1, 1994.

BBTC also entered into an agreement with a wholly-owned subsidiary of the
Company as of December 17, 1993, under which the Company provides certain
specified services relating to the construction and installation of WFCT-TV
facilities. Pursuant to a time brokerage agreement, BBTC makes air-time
available to CNI on WFCT-TV. In exchange for certain specified payments, BBTC
has broadcast programming and commercial announcements produced by CNI.

In connection with the foregoing transactions, Mr. Paxson agreed to lend
CNI up to $3,120,000 to fund the loan to BBTC. On June 15, 1994, CNI and BBTC
revised the BBTC Loan Agreement to reduce the maximum amount of the loan from
$3,120,000 to $1,400,000, and to provide that BBTC lease rather than purchase
the equipment and related tangible personal property required to construct
WFCT-TV from the Company.

Mr. Paxson assigned his rights and interests in the CNI loan to the Company
in the amount of $1,120,000 (representing the then outstanding principal balance
owed by CNI), and CNI agreed that the maximum principal amount of the loan would
be reduced from $3,120,000 to $1,400,000. On June 15, 1994, CNI granted the
Company the option to acquire the WFCT-TV assets from CNI for $191,000 after CNI
exercises its option to purchase such assets from BBTC. On June 15, 1994, CNI
assigned to the Company its rights and interests under the time brokerage
agreement to provide up to 12 hours per day of programming on WFCT-TV. In
connection with the exercise of the Station Options, the Company exercised the
option to acquire the WFCT-TV assets.

Worship Channel Studio. On January 1, 1993, Mr. Paxson agreed to lend CNI
up to $2,500,000 to fund CNI's acquisition of certain equipment and related
tangible property used in the production of television programming. Mr. Paxson
assigned his rights and interests under the loan to the Company in consideration
for the Company's promissory note in the principal amount of $2,500,000, which
the Company subsequently repaid. In accordance with the terms of an agreement
dated as of June 15, 1994, CNI sold to the Company CNI's production assets in
consideration for the cancellation of CNI's $2,500,000 promissory note held by
the Company. CNI and the Company have also contracted, effective as of August 1,
1994, for the Company to

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<PAGE> 71

lease CNI's television production and distribution facility for the purpose of
producing television programming for the Infomall TV Network.

Christian Network, Inc. The Company and CNI entered into an agreement in
May 1994 (the "CNI Agreement") under which the Company agreed that, if the tax
exempt status of CNI were jeopardized by virtue of its relationships with the
Company and its subsidiaries, the Company would take certain actions to try and
ensure that CNI's tax exempt status would no longer be so jeopardized. Such
steps could include, but not be limited to, rescission of one or more
transactions or payment of additional funds by the Company. The Company believes
that all of its agreements with CNI have been on terms at least as favorable to
CNI as it would obtain in arm's length transactions. The Company intends any
future agreements with CNI to be at least as favorable to CNI as CNI would
obtain in arm's length transactions. Accordingly, if the Company's activities
with CNI are consistent with the terms governing their relationship, the Company
believes that it will not be required to take any action under the CNI
Agreement. However, there can be no assurance that the Company will not be
required to take any actions under the CNI Agreement at a material cost to the
Company. At December 31, 1995, the Company had made loans to CNI and its
subsidiaries in an aggregate amount of $16.5 million to finance station
acquisitions and related capital expenditures.

Stockholders Agreement. On December 15, 1993, in connection with the
issuance of the Company's Initial Senior Preferred Stock (as defined herein) and
warrants to purchase shares of Class A Common Stock and Class B Common Stock,
the Company entered into a stockholders agreement with two entities controlled
by Lowell W. Paxson (collectively, "Management Investors"), and the four
purchasers of the Initial Senior Preferred Stock (the "Sandler Group"), three of
which are affiliates of Michael J. Marocco and John A. Kornreich, two directors
of the Company. On December 22, 1994, in connection with the issuance of the
Junior Preferred Stock and Series B Preferred Stock (as defined herein), the
purchasers of the Junior Preferred Stock and warrants to purchase Class C Common
Stock became parties to the stockholders agreement, which was amended and
restated (as amended, the "Stockholders Agreement"). At the same time, the
Sandler Group entered into an exchange agreement and consent with the Company
under which certain call rights with respect to warrants held by the Sandler
Group were terminated effective upon consummation of this Offering, the parties
to the Stockholders Agreement further modified such agreement and the Sandler
Group exercised certain of their warrants and exchanged them for the Series B
Preferred Stock. The parties to the Stockholders Agreement further amended
certain provisions thereof on March , 1996 in anticipation of, and primarily
conditioned upon the consummation of, the Offering. Such agreement, among other
things, terminated the right of the holders of the Class A and Class B warrants
("Warrant Shares") to put such Warrant Shares to the Company, eliminated certain
rights of the Sandler Group to approve certain investments by the Company,
permitted the Company to redeem the Senior Preferred Stock on or after December
15, 1996 (a year earlier than previously) at a price of 105% of the liquidation
price thereof, permitted the Company to issue 2,000,000 additional shares of
stock (or options to purchase the same), permitted the Company to issue 125,000
shares of Common Stock (or options to purchase the same) at an exercise price of
$3.42 per share, deleted certain restrictions on the Company's ability to
acquire businesses in consideration for stock of the Company and modified
certain rights of the parties to register Common Stock of the Company. The
ownership interests of the Sandler Group in the Initial Senior Preferred Stock
and Series B Preferred Stock are identical. The rights of the holders of Senior
Preferred Stock and the Junior Preferred Stock differ in certain respects under
the Stockholders Agreement.

Under the terms of the Stockholders Agreement, each holder of Senior
Preferred Stock has redemption rights that can be triggered by a change of
control (as defined with respect thereto) of the Company, by certain
bankruptcy-related events or any failure to select a successor to Mr. Paxson as
Chairman and Chief Executive Officer in accordance with the succession
provisions contained in the Stockholders Agreement. In addition, subject to
certain limitations and only after December 15, 1999, each holder of Senior
Preferred Stock has the right to require that any shares of Senior Preferred
Stock held by such holder be purchased for cash by the Company.

If a holder of Senior Preferred Stock chooses to exercise its put or
similar rights with respect to Senior Preferred Stock or Warrant Shares and the
Company is unable to purchase all of the shares on the applicable purchase date
because of a material contractual obligation that prohibits such a repurchase,
the Company is

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<PAGE> 72

required to take reasonable actions to enable the Company to purchase the
securities subject to the put notice, and is required to engage a nationally
recognized investment banking firm in order to advise and assist the Company in
connection with such actions.

The Stockholders Agreement also grants to each holder of Senior Preferred
Stock and each holder of Junior Preferred Stock the right of first refusal to
purchase, subject to certain conditions, its pro rata share of any new
securities the Company may issue. The Company must give each holder of Senior
Preferred Stock and each holder of Junior Preferred Stock written notice of the
Company's intention to issue certain new securities. Such holders have waived
any right of first refusal to purchase any of the shares of Class A Common Stock
offered hereby. The parties to the Stockholders Agreement have certain
registration rights granted therein. See "Shares Eligible For Future
Sale -- Registration Rights."

Airplane. During 1994, the Company purchased an aircraft for $250,000 from
a company controlled by Mr. Paxson. The Company believes that the terms of such
transaction were at least as favorable as it would have obtained in an arm's
length transaction with an unaffiliated third party.

Home Shopping Network, Inc. In connection with the departure in 1990 of
Mr. Paxson from HSN, he executed a consulting agreement containing various
restrictions upon activities by him that might be considered competitive with
HSN, including activities as an investor in competitive and other enterprises.
Although Mr. Paxson's consulting services to HSN terminated in 1994, certain of
the restrictions survived. As the Company's business evolved, the possible
effect of the consulting agreement upon Mr. Paxson's role as the Company's chief
executive officer and controlling stockholder became unclear. The Company
considered it advisable to eliminate doubts concerning, among other matters, Mr.
Paxson's role as a chief executive officer and controlling stockholder as the
Company's business developed, and the scope of HSN's rights under the consulting
agreement. Accordingly, on August 25, 1995, the Company and Mr. Paxson agreed
with HSN to, among other things, terminate HSN's rights under the consulting
agreement in consideration of a payment to HSN by the Company of $1,200,000. In
conjunction with this transaction Mr. Paxson advanced $1,200,000 to the Company
in the form of a note bearing interest at 6%. The Company repaid the note in
October 1995.

Shortly before the transaction with HSN, Mr. Paxson agreed with the Company
that upon termination of HSN's rights under the consulting agreement, he will
not compete with the Company for a period ending on December 31, 1999 (the date
that the HSN consulting agreement would have otherwise terminated) or the date
of a change of control (as defined with respect thereto) of the Company. An
intangible asset has been recorded for $1,200,000 which will be amortized
through maturity of the agreement.

Todd Communications, Inc. In 1993, Mr. Paxson contributed a demand note
receivable in the amount of $1,750,000 from Todd Communications, Inc., a company
which owns WFSJ-FM (St. Augustine, Florida) and is beneficially owned by a
member of Mr. Paxson's family. The note receivable accrues interest at the
short-term annual applicable federal rate prescribed by the Internal Revenue
Service with the balance of principal and interest due upon demand. The Company
also performs limited sales support and administrative functions for Todd
Communications, Inc., under a joint sales agreement. Todd Communications, Inc.
is billed for efforts expended on terms comparable to those generally available
from unaffiliated third parties. Todd Communications also has a note outstanding
to Mr. Paxson in the principal amount of $1,550,000. The Company has agreed to
acquire Todd Communications for aggregate consideration of $5 million,
consisting of the cancellation of Todd's note held by the Company in the
principal amount of $1,750,000, assumption and immediate repayment by the
Company of the note to Mr. Paxson and the issuance of shares of Class A Common
Stock valued at $1.7 million.

Whitehead Media. The Company initially financed the acquisition by
Whitehead Media of each of WTVX-TV and WOAC-TV. Whitehead Media subsequently
obtained refinancing from Banque Paribas, an affiliate of a holder of the
Company's Junior Preferred Stock and warrants to acquire Class C Common Stock,
and Canadian Imperial Bank of Commerce, an affiliate of one of the U.S.
Underwriters and one of the Lead Managers, the proceeds of which were used to
repay the debt owed by Whitehead Media to the Company and will be used to fund
Whitehead Media's acquisition of WNGM-TV. The third party financing provided to
Whitehead Media is unconditionally guaranteed by Mr. Paxson and Second Crystal
Diamond, Limited Partnership ("Second Crystal"), an affiliate controlled by Mr.
Paxson and through which he beneficially owns

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<PAGE> 73

and controls a substantial portion of the Company's Class A Common Stock and
Class B Common Stock. Such guarantees are secured by a pledge of a significant
portion of Second Crystal's Class A Common Stock. The Company is permitted to
operate stations WTVX-TV and WOAC-TV pursuant to time brokerage agreements and
as a result of the third party financing to Whitehead Media has an option to
purchase each of such stations, which options to purchase would otherwise be
prohibited under FCC rules and regulations because each of such stations serves
a market in which the Company has or will own another television station which
also serves the same market.

KLDT-TV. In connection with CNI securing the rights to acquire television
station KLDT-TV in Dallas, Texas and, prior to such acquisition, operate the
station pursuant to a time brokerage agreement, Mr. Paxson initially loaned CNI
$1,000,000 to make a deposit with respect to such acquisition and guaranteed the
obligations of CNI under the purchase agreement and the time brokerage
agreement. On January 9, 1996, the Company purchased such note from Mr. Paxson
at its face value.

World Travelers Network. Effective January 1, 1996, Mr. Paxson purchased
certain assets of World Travelers Network, Inc. ("WTN"), a wholly-owned
subsidiary of the Company. WTN's business was unprofitable and the Company had
determined to discontinue its operations. Mr. Paxson purchased all of the assets
of WTN except for its accounts receivable for $70,322 in cash, which price was
equal to the book value of such assets. WTN retained its accounts receivable and
accounts payable. The parties agreed that if Mr. Paxson resells such assets at a
profit prior to April 1, 1996, the amount of any profit will be paid to the
Company.

South Carolina Radio Network. Effective January 1, 1996, Mr. Paxson
purchased from the Company certain assets of the Company's South Carolina Radio
Network, an unprofitable business segment which the Company had determined to
discontinue. Mr. Paxson purchased all of the assets of the South Carolina Radio
Network other than cash and accounts receivable for $45,413 in cash paid to the
Company, which price was equal to the book value of such assets. The Company
retained the cash, accounts receivable and accounts payable of the South
Carolina Radio Network operation. The parties agreed that if Mr. Paxson resold
such assets at a profit prior to April 1, 1996, the amount of any profit would
be paid to the Company. Mr. Paxson subsequently sold such assets to a third
party for $150,000, with the excess over $45,413 being paid to the Company.

Transfer of Partnership Interest. On January 26, 1996, the Company
acquired certain interests in a partnership with a view to securing programming
for its broadcast stations, and substantially concurrently with its acquisition,
transferred a portion of its interest to Mr. Paxson for approximately $900,000,
which amount equalled the consideration paid by the Company for its interests in
the partnership.

Communications Equity Associates, Inc. J. Patrick Michaels, Jr. is
Chairman of the Board and Chief Executive Officer of CEA. Prior to his becoming
a Director in February 1995, the Company engaged CEA as a financial advisor in
connection with the private placements of the Senior Preferred Stock and Junior
Preferred Stock and the Private Offering, as well as with the Company's various
lending relationships. In connection with such matters, management of the
Company believes that its arrangements with CEA have been, and will continue to
be, on terms comparable to those generally available from unaffiliated third
parties.

S. William Scott, Consulting. S. William Scott has an arrangement with the
Company pursuant to which he provides consulting services to the Company with
respect to the development of its news programming for its radio and television
broadcast business and its radio network business. During 1993, 1994 and 1995,
Mr. Scott was paid $84,000, $84,000 and $80,000 respectively, for such services.
Mr. Scott has been providing such services since before he became a Director.

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<PAGE> 74

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information as to the Company's
voting securities beneficially owned as of February 15, 1996, and as adjusted to
reflect the sale of the 11,500,000 shares of Class A Common Stock offered hereby
by (i) each director of the Company, (ii) each Named Executive Officer, (iii)
all directors and executive officers of the Company as a group, (iv) any person
who is known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, and (v) each Selling Stockholder.

<TABLE>
<CAPTION>
CLASS A CLASS B PERCENTAGE PERCENTAGE
COMMON STOCK COMMON STOCK OF VOTING OF VOTING
----------------------- ---------------------- POWER OF ALL POWER OF ALL
NAMES OF SELLING STOCKHOLDERS, PERCENT OF PERCENT OF COMMON NUMBER OF COMMON
DIRECTORS AND EXECUTIVE NUMBER OF CLASS A NUMBER OF CLASS B STOCK PRIOR SHARES STOCK AFTER
OFFICERS(1) SHARES(2) SHARES SHARES(2) SHARES TO OFFERING OFFERED(3) OFFERING
- ------------------------------------ ---------- ---------- --------- ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
Lowell W. Paxson(4)................. 24,442,543 93.2% 8,311,639 100% 98.4% 306,000 89.0%
James B. Bocock(5).................. 665,000 2.5 -- -- * 33,000 *
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Dean M. Goodman(5).................. 143,361 * -- -- * 23,000 *
Jon Jay Hoker(6).................... 45,850 * -- -- * 16,000 *
Arthur D. Tek(5).................... 90,000 * -- -- * 23,000 *
Anthony L. Morrison(5).............. 5,000 * -- -- * 5,000 *
Michael J. Marocco(7)(8)(9)......... 2,419,252 8.4 806,417 8.8 8.9 318,750 7.3
John A. Kornreich(7)(8)(9).......... 2,419,252 8.4 806,417 8.8 8.9 318,750 7.3
Sandler Partnerships(8)(9).......... 2,419,252 8.4 806,417 8.8 8.9 318,750 7.3
J. Patrick Michaels, Jr.(10)........ 200,000 * -- -- * 26,650 *
S. William Scott(5)(11)............. 8,000 * -- -- -- 5,000 *
Bruce L. Burnham.................... 0 -- -- -- -- 0 --
All directors and executive officers
as a group(12).................... 28,019,006 94.0 9,118,056 100 98.7 756,400 90.0
OTHER SELLING STOCKHOLDERS
BT Investment Partners, Inc.(13).... -- -- -- -- -- 178,500 --
First Union Corporation of
Virginia(14)...................... -- -- -- -- -- 178,500 --
National Union Fire Insurance
Company(15)....................... 289,877 1.1 96,626 1.1 1.1 38,250 0.9
Union Ventures Corporation(16)...... -- -- -- -- -- 24,000 --
PXN Investment Partnership(17)...... 125,600 * -- -- * 16,630 *
Smith PXN Company(18)............... 66,776 * -- -- * 7,720 *
Other Selling Stockholders as a
group............................. 582,853 2.2 96,626 1.1 1.4 443,600 1.1
</TABLE>

- ---------------

* Less than one percent.
(1) The address of all persons in this table, unless otherwise specified, is
c/o Paxson Communications Corporation, 601 Clearwater Park Road, West Palm
Beach, Florida 33401.

(2) As used in this table, beneficial ownership means sole or shared power to
vote or direct the voting of a security, or the sole or shared investment
power with respect to a security (i.e., the power to dispose, or direct the
disposition, of a security). A person is deemed as of any date to have
beneficial ownership of any security that such person has a right to
acquire within 60 days after such date. For purposes of computing the
percentage of outstanding shares held by each person named above, any
security that such person has the right to acquire within 60 days of the
date of calculation is deemed to be outstanding, but is not deemed to be
outstanding for purposes of computing the percentage ownership of any other
person. This table does not include 4,853,628 shares of non-voting Class C
Common Stock issuable upon the exercise of warrants. In addition, for
purposes of this table, beneficial ownership does not include the number of
shares of Class A Common Stock issuable upon conversion of Class C Common
Stock even though such shares are generally convertible into or are
exchangeable for shares of Class A Common Stock on a share-for-share basis.

(3) Includes shares issuable upon the exercise of warrants to be purchased by
the Underwriters.
(4) Mr. Paxson is the beneficial owner of all of his Class A Common Stock and
all of his Class B Common Stock through his control of Second Crystal
Diamond, L.P. and Paxson Enterprises, Inc.
(5) Reflects vested options under the Company's Stock Incentive Plan. Shares
offered will be obtained by exercising options.
(6) 45,000 of Mr. Hoker's shares reflect vested options under the Company's
Stock Incentive Plan. Shares offered will be obtained by exercising
options.
(7) Messrs. Marocco and Kornreich do not own any shares of the Company's Common
Stock. Because of their interests in the general partner of Sandler
Mezzanine Partners, L.P., Sandler Mezzanine Foreign Partners, L.P. and
Sandler Mezzanine T-E Partners, L.P. (the "Sandler Partnerships"), Messrs.
Marocco and Kornreich may be deemed to possess or share beneficial
ownership of the shares of Senior Preferred Stock and Common Stock subject
to warrants held by the Sandler Partnerships. Messrs. Marocco and Kornreich
are also stockholders, directors and officers of certain corporations that
serve as general partners of Sandler Mezzanine General Partnership, which
is the general partner of each of the Sandler Partnerships. The Sandler
Partnerships' ownership includes 2,419,252 shares of Class A Common Stock
subject to warrants and 806,417 shares of Class B Common Stock subject to
warrants. See "Certain Transactions."
(8) Address is c/o Sandler Media Group, Inc., 767 Fifth Avenue, New York, NY
10281.

(9) Represents shares of Class A Common Stock and Class B Common Stock subject
to warrants held by the Sandler Partnerships. Shares offered will be
obtained by the Underwriters purchasing and immediately exercising Class A
Common Stock warrants and Class B Common Stock warrants and converting
resulting Class B Common Stock to Class A Common Stock.

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<PAGE> 75

(10) Address is 101 East Kennedy Boulevard, Suite 3300, Tampa, FL 33602. Mr.
Michaels does not own any shares of Common Stock directly. Because of Mr.
Michaels' interest in certain trusts and a partnership, he may be deemed
the beneficial owner of such Class A Common Stock. Mr. Michaels disclaims
beneficial ownership in such Class A Common Stock, except to the extent of
his pecuniary interests in such trusts and partnerships. Mr. Michaels is
the Chairman of the Board and Chief Executive Officer of CEA, a company
which has provided financial advisory services to the Company. See "Certain
Transactions."
(11) Mr. Scott provides consulting services to the Company. See "Certain
Transactions."
(12) Includes 951,861 shares subject to vested options under the Company's Stock
Incentive Plan and shares described in footnote (f).

(13) Shares offered will be obtained by the Underwriters purchasing and
immediately exercising Class C Common Stock warrants and converting
resulting Class C Common Stock to Class A Common Stock; address is One
Bankers Trust Plaza, New York, NY 10006.

(14) Shares offered will be obtained by the Underwriters purchasing and
immediately exercising Class C Common Stock warrants and converting
resulting Class C Common Stock to Class A Common Stock; address is 301
South College Street, 18th Floor, Charlotte, NC 28288-0732.

(15) Shares offered will be obtained by the Underwriters purchasing and
immediately exercising Class A Common Stock warrants and Class B Common
Stock warrants and converting resulting Class B Common Stock to Class A
Common Stock.

(16) Shares offered will be obtained by the Underwriters purchasing and
immediately exercising Class C Common Stock warrants and converting
resulting Class C Common Stock to Class A Common Stock; address is c/o
Union Bank, 445 South Figueroa Street, 13th Floor, Los Angeles, CA 90071.

(17) Address is c/o Communications Equity Associates, 101 East Kennedy
Boulevard, Tampa, FL 33602, Attn: George Pollock, Jr.

(18) Address is 500 Plum Street, Suite 600, Syracuse, NY 13204, Attn: Lynn H.
Smith.

DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company's capital stock consists of 197,500,000 shares of common stock
with a par value of $.001 per share, and 1,000,000 shares of preferred stock
with a par value of $.001 per share. Of the 197,500,000 shares of common stock
that the Company is authorized to issue: (a) 150,000,000 shares are designated
as Class A Common Stock, (b) 35,000,000 shares are designated as Class B common
stock (the "Class B Common Stock"), and (c) 12,500,000 shares are designated as
Class C non-voting common stock (the "Class C Common Stock" and with the Class A
Common Stock and Class B Common Stock, collectively, the "Common Stock"). Of the
1,000,000 shares of preferred stock that the Company is authorized to issue: (a)
2,000 shares have been designated as 15% Cumulative Compounding Redeemable
Preferred Stock (the "Initial Senior Preferred Stock"), (b) 714.286 shares have
been designated as Series B 15% Cumulative Compounding Redeemable Preferred
Stock (the "Series B Preferred Stock," and with the Initial Senior Preferred
Stock, collectively, the "Senior Preferred Stock"), and (c) 33,000 shares have
been designated as Junior Cumulative Compounding Redeemable Preferred Stock (the
"Junior Preferred Stock," and, with the Senior Preferred Stock, collectively,
the "Preferred Stock"). As of February 29, 1996, 26,253,954 shares of Class A
Common Stock, 8,311,639 shares of Class B Common Stock, no shares of Class C
Common Stock, 2,000 shares of Initial Senior Preferred Stock, 714.286 shares of
Series B Preferred Stock, and 33,000 shares of Junior Preferred Stock are
outstanding. In addition, 18,804,086 shares of Class A Common Stock are reserved
for issuance with respect to: (a) the conversion of shares of Class B Common
Stock to Class A Common Stock, (b) the conversion of shares of Class C Common
Stock to Class A Common Stock, (c) the exercise of warrants issued in connection
with the issuance of the Initial Senior Preferred Stock and the Junior Preferred
Stock, and (d) the exercise of certain rights under the Company's Stock
Incentive Plan.

COMMON STOCK

Dividends. Subject to the Preferred Stock's prior right to dividends,
holders of record of shares of Class A Common Stock, Class B Common Stock and
Class C Common Stock on the record date are entitled to receive such dividends
as may be declared by the Company's board of directors out of funds legally
available for such purpose. No dividends may be declared or paid in cash or
property on any share of any class of the Common Stock, however, unless
simultaneously the same dividend is declared or paid on each share of the other
classes of Common Stock. In the case of any stock dividend, holders of Class A
Common Stock are entitled to receive the same percentage dividend (payable in
shares of Class A Common Stock) as holders of Class B Common Stock receive
(payable in shares of Class B Common Stock) and holders of Class C Common Stock
receive (payable in shares of Class C Common Stock).

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<PAGE> 76

Until December 15, 1998, the consent of the holders of a majority of the
outstanding shares of the Initial Senior Preferred Stock and of the Series B
Preferred Stock is required for the Company to declare any dividends on its
Common Stock; and thereafter, such consent will continue to be required as long
as any Senior Preferred Stock remains outstanding, except under certain limited
circumstances. In addition, as long as any Junior Preferred Stock is
outstanding, the Company cannot declare dividends on its Common Stock, except
under certain limited circumstances.

Voting Rights. Holders of shares of Class A Common Stock and Class B
Common Stock will vote as a single class on all matters submitted to a vote of
the stockholders of the Company, with each share of Class A Common Stock
entitled to one vote and each share of Class B Common Stock entitled to ten
votes, except as otherwise provided by law. Holders of Class C Common Stock have
no right to vote on any matter voted on by the stockholders of the Company,
except as may be provided by law or as provided in limited circumstances in the
Company's certificate of incorporation.

Liquidation Rights. Upon liquidation, dissolution, or winding-up of the
Company, the holders of Class A Common Stock are entitled to share pro rata with
holders of Class B Common Stock and Class C Common Stock in all assets available
for distribution after payment in full to creditors and payment in full to any
holders of Preferred Stock then outstanding of any amount required to be paid
under the terms of such Preferred Stock.

Other Provisions. Each share of Class B Common Stock and Class C Common
Stock is generally convertible or exchangeable at the option of its holder into
one share of Class A Common Stock at any time, subject to certain restrictions
in the case of the conversion or exchange of Class C Common Stock. Holders of
Common Stock do not have preemptive rights, although holders of Senior Preferred
Stock and holders of Junior Preferred Stock have limited preemptive rights under
the Stockholders Agreement.

SENIOR PREFERRED STOCK

Dividends. The holders of the Senior Preferred Stock are entitled under
the Company's certificate of incorporation to cumulative dividends on a basis
preferential to the holders of Common Stock and the holders of Junior Preferred
Stock. From their respective dates of issue through December 15, 2000, the
holders of Senior Preferred Stock would be entitled to receive cumulative
dividends from the Company on each share of Senior Preferred Stock at the per
annum rate of 15% of the Liquidation Price of such share. The Liquidation Price
for each share of Senior Preferred Stock is defined as the sum of $7,000 plus
all accrued and unpaid dividends with respect to such share. Accrued dividends
on the Senior Preferred Stock are payable semiannually to the holders of record
of the Senior Preferred Stock as of the close of business on the applicable
record date. The Company has the option to defer the payment of accrued
dividends until the Senior Preferred Stock is redeemed. On January 1 and July 1
of each year, all dividends that have accrued on each share of Senior Preferred
Stock and that have not theretofore been accumulated shall, to the extent not
paid for any reason, be accumulated, and dividends will accrue on such
accumulation until such accumulated dividends are paid. As of December 31, 1995,
the Company has not paid any cash dividends on the Senior Preferred Stock, and
there are $5,415,621 in accrued and unpaid dividends on the Senior Preferred
Stock.

Voting Rights. The affirmative vote or written consent of the holders of a
majority of the outstanding shares of each class of Senior Preferred Stock is
required in order for the Company to take the following actions: amend, alter or
repeal any of the provisions of the certificate of incorporation or any
resolution of the Company's board of directors or any other instrument
establishing and designating the Senior Preferred Stock or any other capital
stock of the Company so as to adversely affect the rights, privileges,
preferences or powers of the Senior Preferred Stock; create or designate any
stock on a parity with or senior to the Senior Preferred Stock; enter into an
agreement that would prevent the Company from performing its obligations with
respect to the Senior Preferred Stock; or pay dividends to the holders of, or
redeem, securities of the Company or its subsidiaries junior to the Senior
Preferred Stock, except as specifically provided therein.

Liquidation Rights. Upon liquidation, dissolution, or winding-up of the
Company, the holders of Senior Preferred Stock are entitled to a preference of
$7,000 per share, plus accrued and unpaid dividends, over all classes and series
of junior stock, including the Junior Preferred Stock, Class A Common Stock,
Class B

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<PAGE> 77

Common Stock, and Class C Common Stock, with respect to the assets available for
distribution after payment in full of creditors.

Redemption Rights. All the shares of Senior Preferred Stock are redeemable
on or after December 15, 1996, at the option of the Company, in whole at any
time, at a redemption price equal to the Liquidation Price for such shares, plus
the amount of all accrued and unpaid dividends thereon, as of the redemption
date, (plus a premium if such redemption occurs prior to December 15, 1997)
payable in cash. The Company is obligated to redeem on December 15, 2000, out of
unrestricted funds legally available therefor, all the shares of the Senior
Preferred Stock then outstanding, at a redemption price equal to the Liquidation
Price for such shares, plus the amount of all unpaid dividends thereon, as of
the redemption date, payable in cash. Holders of shares of the Senior Preferred
Stock are entitled to require the Company to redeem their shares of Senior
Preferred Stock upon the occurrence of the bankruptcy or similar event by the
Company.

JUNIOR PREFERRED STOCK

Dividends. The holders of the Junior Preferred Stock are entitled under
the Company's certificate of incorporation to cumulative dividends on a basis
preferential to the holders of Common Stock, but subordinate to the holders of
Senior Preferred Stock. Until December 22, 2001, the holders of Junior Preferred
Stock are entitled to receive cumulative dividends from the Company on each
share of Junior Preferred Stock at the per annum rate of 12% of the Liquidation
Price of such share ($1,000) plus all accrued and unpaid dividends with respect
to such share. For each year thereafter, the per annum rate shall increase by
1%. In addition, the dividend rate may be substantially increased under certain
circumstances, such as a change in control of the Company, the incurrence of
certain indebtedness, the failure to pay dividends on the Junior Preferred Stock
under certain circumstances and the failure to redeem the Junior Preferred Stock
prior to December 23, 2003. Accrued dividends on the Junior Preferred Stock are
payable semi-annually to the holders of record of the Junior Preferred Stock as
of the close of business on the applicable record date. Until December 22, 1999,
the Company has the option to defer the payment of accrued dividends until the
Junior Preferred Stock is redeemed. On January 1 and July 1 of each year, all
dividends that have accrued on each share of Junior Preferred Stock and that
have not theretofore been accumulated shall, to the extent not paid for any
reason, be accumulated, and dividends will accrue on such accumulation until
such accumulated dividends are paid. As of December 31, 1995, the Company has
not paid any cash dividends on the Junior Preferred Stock, and there were
$4,188,512 in accrued and unpaid dividends on the Junior Preferred Stock.
Holders of Junior Preferred Stock shall not be entitled to any dividends until
the full amount of accrued and unpaid dividends to which holders of Senior
Preferred Stock are entitled are paid.

Voting Rights. The affirmative vote or written consent of the holders of a
majority of the outstanding shares of Junior Preferred Stock is required in
order for the Company to take the following actions: amend, alter or repeal any
of the provisions of the certificate of incorporation or any resolution of the
Company's board of directors or any other instrument establishing and
designating the Junior Preferred Stock or any other capital stock of the Company
so as to adversely affect the rights, privileges, preferences or powers of the
Junior Preferred Stock; create or designate any stock on a parity with or senior
to the Junior Preferred Stock; enter into an agreement that would prevent the
Company from performing its obligations with respect to the Junior Preferred
Stock; or pay dividends to the holders of, or redeem, securities of the Company
or its subsidiaries junior to the Junior Preferred Stock, except as specifically
provided therein.

Liquidation Rights. Upon liquidation, dissolution or winding-up of the
Company, the holders of Junior Preferred Stock are entitled to a preference of
$1,000 per share, plus accrued and unpaid dividends, over all classes and series
of junior stock, including the Class A Common Stock, Class B Common Stock, and
Class C Common Stock, with respect to the assets available for distribution
after payment in full of creditors, but the rights of holders of Junior
Preferred Stock are subordinate in all such respects to those of holders of
Senior Preferred Stock.

Redemption Rights. Subject to the rights of the Senior Preferred Stock,
all the shares of Junior Preferred Stock are redeemable, at the option of the
Company, in whole at any time, at a redemption price equal to the Liquidation
Price for such shares, plus the amount of all accrued and unpaid dividends
thereon, as

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<PAGE> 78

of the redemption date, payable in cash. Subject to the rights of the Senior
Preferred Stock, the Company is obligated to redeem on December 22, 2003, out of
unrestricted funds legally available therefor, all the shares of the Junior
Preferred Stock then outstanding, at a redemption price equal to the Liquidation
Price for such shares, as of the redemption date (plus a declining premium if
redeemed prior to December 22, 1998), plus the amount of all accrued and unpaid
dividends thereon, payable in cash. Holders of shares of the Junior Preferred
Stock are entitled to require the Company to redeem their shares of Junior
Preferred Stock upon the occurrence of a bankruptcy or similar event relating to
the Company or the default by the Company under the terms of the Stockholders
Agreement.

WARRANTS

In connection with the issuance of the Initial Senior Preferred Stock, the
Company entered into a warrant agreement pursuant to which the Company issued to
the holders of the Initial Preferred Stock warrants entitling the holders
thereof to purchase shares of common stock of the Company. The warrant agreement
was subsequently amended and certain warrants were cancelled in exchange for the
issuance of the Series B Preferred Stock to the holders thereof. As of February
29, 1996, holders of such warrants are entitled to purchase for a nominal
exercise price 2,709,129 (2,441,379 after the Offering) shares of Class A Common
Stock and 903,043 (813,793 after the Offering) shares of Class B Common Stock.
The holders of such warrants are entitled to notice of the consolidation,
merger, or sale of substantially all of the assets of the Company, a
reclassification of, tender offer or exchange offer for, Class A Common Stock
and Class B Common Stock, a granting by the Company of subscription rights to
the holders of Common Stock, or the voluntary or involuntary dissolution,
liquidation or winding up of the Company. In addition, the holders of such
warrants have certain anti-dilution protections that provide for, among other
things, an increase in the number of shares of Class A Common Stock and Class B
Common Stock for which each such warrant is exercisable in the event of certain
issuances of shares of Common Stock by the Company at less than fair market
value.

In connection with the issuance of the Junior Preferred Stock, the Company
entered into a separate warrant agreement pursuant to which the Company issued
to such holders of Junior Preferred Stock warrants currently entitling the
holders thereof to purchase for a nominal exercise price 4,853,628 shares of
Class C Common Stock. The holders of such warrants are entitled to notice of the
consolidation, merger or sale of substantially all of the assets of the Company,
a reclassification of, tender offer or exchange offer for, Common Stock, a
granting by the Company of subscription rights to the holders of Common Stock,
or the voluntary or involuntary dissolution, liquidation or winding up of the
Company. The holders of such warrants have certain anti-dilution protections
that provide for, among other things, an increase in the number of shares of
Class C Common Stock for which each such warrant is exercisable in the event of
certain issuances of shares of Common Stock by the Company at less than fair
market value. In addition, the Company has agreed under certain circumstances to
permit the holders of shares of Class C Common Stock that are issued upon the
exercise of such warrants to exchange such shares for a like number of shares of
Class A Common Stock.

CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS

General. The provisions of the certificate of incorporation (the
"Certificate of Incorporation") and bylaws (the "Bylaws") and the Delaware
statutory law described in this section may delay or make more difficult
acquisitions or changes of control of the Company that are not approved by the
Company's board of directors.

Advance Notice for Raising Business or Making Nominations at Meetings. The
Bylaws establish an advance notice procedure for stockholder proposals to be
brought before a meeting of stockholders of the Company and for nominations by
stockholders of candidates for election as directors at an annual meeting or a
special meeting at which directors are to be elected. Subject to any other
applicable requirements, only such business may be conducted at a meeting of
stockholders as has been brought before the meeting by, or at the direction of,
the Company's board of directors, or by a stockholder who has given to the
Secretary of the Company timely written notice, in proper form, of the
stockholder's intention to bring that business before the meeting. The presiding
officer at such meeting has the authority to make such determinations. Only
persons

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<PAGE> 79

who are nominated by a stockholder who has given timely written notice, in
proper form, to the Secretary prior to a meeting at which directors are to be
elected will be eligible for election as directors of the Company.

To be timely, notice of nominations or other business to be brought before
any meeting must be received by the Secretary of the Company not later than 120
days in advance of the anniversary date of the Company's proxy statement for the
previous year's annual meeting or, in the case of special meetings or the
Company's 1996 annual meeting of stockholders, at the close of business on the
seventh day following the date on which notice of such meeting is first given to
stockholders.

The notice of any stockholder proposal or nomination for election as a
director must set forth the information required under the Bylaws. The person
submitting the notice of nomination and any person acting in concert with such
person, must provide their names and business addresses, the name and address
under which they appear on the Company's books (if they so appear) and the class
and number of shares of the Company's capital stock that are beneficially owned
by them.

Preferred Stock and Additional Common Stock. Under the Certificate of
Incorporation, the Company's board of directors has the authority to provide by
board resolution for the issuance of shares of one or more series of preferred
stock. The Company's board of directors is authorized to fix by resolution the
terms and conditions of each such other series. See "General."

The Company believes that the availability of additional preferred stock,
issuable in series, and additional shares of the Common Stock could facilitate
certain financings and acquisitions and provide a means for meeting other
corporate needs that might arise. The authorized shares of preferred stock, as
well as authorized but unissued shares of Common Stock, will be available for
issuance without further action by the Company's stockholders, unless
stockholder action is required by applicable law or the rules of any stock
exchange on which any series of the Company's stock may then be listed.

These provisions give the Company's board of directors the power to approve
the issuance of a series of preferred stock, or additional shares of Common
Stock, that could, depending on its terms, either impede or facilitate the
completion of a merger, tender offer or other takeover attempt.

Limitation of Liability and Indemnification. As permitted by the Delaware
General Corporation Law, the Company's Certificate of Incorporation provides
that directors of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derives an improper personal benefit. In
addition, the Company's Bylaws provide that the Company shall, to the fullest
extent authorized by Section 145 of the Delaware General Corporation Law, as
amended from time to time, indemnify all director and officers and all persons
serving at the request of the company as director, trustee, officer, employee or
agent of another corporation or of a partnership, trust or other enterprise.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that, in the opinion
of the Commission, such indemnification is against public policy as expressed in
the Securities Act and, therefore, is unenforceable.

Delaware Business Combination Statute. Section 203 of the Delaware General
Corporation Law (Section 203) provides that, subject to certain exceptions
specified therein, an interested stockholder of a Delaware corporation shall not
engage in any business combination with the corporation for a three-year period
following the date that such stockholder becomes an interested stockholder
unless (i) prior to such date, the board of directors of the corporation
approved either the business combination or the transaction which resulted in
the stockholder becoming an interested stockholder, (ii) upon consummation of
the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced (excluding
certain shares) or (iii) on or subsequent to such date, the business combination
is approved by the board of directors of the corporation and authorized at an
annual or special meeting of stockholders by the

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<PAGE> 80

affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder. Except as otherwise specified in
Section 203, an interested stockholder is defined to include (x) any person that
is the owner of 15% or more of the outstanding voting stock of the corporation,
or is an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time within three
years immediately prior to the relevant date and (y) the affiliates and
associates of any such person.

Under certain circumstances, Section 203 makes it more difficult for a
person who would be an interested stockholder to effect various business
combinations with a corporation for a three-year period, although the
stockholders may elect to exclude a corporation from the restrictions imposed
thereunder. The certificate of incorporation does not exclude the Company from
the restrictions imposed under Section 203. The provisions of Section 203 may
encourage companies interested in acquiring the Company to negotiate in advance
with the Company's board of directors because the stockholder approval
requirement would be avoided if a majority of the directors then in office
approve either the business combination or the transaction which results in the
stockholder becoming an interested stockholder. Such provisions also may have
the effect of preventing changes in the management of the Company. It is
possible that such provisions could make it more difficult to accomplish
transactions which stockholders may otherwise deem to be in their best
interests.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Class A Common Stock is First
Union National Bank, Charlotte, North Carolina.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have outstanding
37,396,954 shares of Class A Common Stock (38,778,954 if the Underwriters'
over-allotment option is exercised in full), which gives effect to the issuance
of 843,000 shares upon the exercise of warrants and options (1,657,000 if the
Underwriters' over-allotment option is exercised in full), 8,311,639 shares of
Class B Common Stock and no shares of Class C Common Stock, assuming no further
exercise of outstanding options and warrants. Of these shares, the 11,500,000
shares of Class A Common Stock sold in this Offering and 1,224,268 shares of
Class A Common Stock outstanding prior to this Offering will be freely tradeable
without restriction or further registration under the Securities Act, except
that any shares purchased by the Company's affiliates ("Affiliates"), as that
term is defined in Rule 144 under the Securities Act, may generally only be sold
in compliance with the limitations of Rule 144 described below. The remaining
24,672,686 shares of Class A Common Stock and all of the shares of Class B
Common Stock held by existing stockholders upon completion of this offering will
be restricted securities within the meaning of Rule 144 and may not be sold
except in compliance with the registration requirements of the Securities Act or
an applicable exemption under the Securities Act, including an exemption
pursuant to Rule 144.

SALES OF RESTRICTED SHARES

Upon completion of the Offering, approximately 24,136,543 shares of Class A
Common Stock and all of the outstanding shares of Class B Common Stock will be
eligible for sale in the public market pursuant to Rule 144 under the Securities
Act. In addition, 536,143 shares of Class A Common Stock will become eligible
for sale at various times in the public market pursuant to Rule 144. In
addition, certain existing holders of (i) 24,136,543 shares of Class A Common
Stock, (ii) warrants exercisable for 2,441,379 additional shares of Class A
Common Stock, (iii) all 8,311,639 shares of the Class B Common Stock (which are
convertible into the same number of shares of Class A Common Stock), (iv)
warrants exercisable for 813,793 shares of Class B Common Stock (which are
convertible into the same number of shares of Class A Common Stock), and (v)
warrants exercisable for 4,472,628 shares of Class C Common Stock (which are
convertible into the same number of shares of Class A Common Stock), will have
rights to require registration of their shares under certain circumstances.

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<PAGE> 81

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an Affiliate, who has beneficially owned
shares for at least two years (including the holding period of certain prior
owners), will be entitled to sell in brokers' transactions or to market makers,
within any three-month period commencing 90 days after the Company becomes
subject to the reporting requirements of Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), a number of shares that does not
exceed the greater of (i) 1% of the then outstanding shares of Class A Common
Stock (a limit of approximately 373,970 shares immediately after the Offering),
or (ii) the average weekly trading volume in the Common Stock during the four
calendar weeks immediately preceding such sale, subject, generally, to the
filing of a Form 144 with respect to such sales and certain other limitations
and restrictions. In addition, a person (or person whose shares are aggregated)
who is not deemed to have been an Affiliate at any time during the 90 days
immediately preceding the sale and who has beneficially owned the shares
proposed to be sold for at least three years, is entitled to sell such shares
under Rule 144(k) without regard to the limitations described above. Further,
Rule 144A under the Securities Act as currently in effect permits the immediate
sale of restricted shares to certain qualified institutional buyers without
regard to the volume restrictions described above. The Commission has proposed
an amendment to Rule 144 which would reduce the holding period required for
shares subject to Rule 144 to become eligible for sale in the public market from
two years to one year, and from three years to two years in the case of Rule
144(k). If this proposal is adopted, additional shares of Class A Common Stock
will become eligible for sale to the public sooner than would be the case under
Rule 144, as currently in effect.

OPTIONS

As of December 31, 1995, options to purchase 1,752,405 shares of Class A
Common Stock were outstanding under the Stock Incentive Plan, and 2,053,775
shares of Class A Common Stock were reserved for issuance under the Stock
Incentive Plan. The Company has filed a registration statement on Form S-8 under
the Securities Act with respect to the shares issuable under the Stock Incentive
Plan, and shares of Class A Common Stock issued under the Stock Incentive Plan
are therefore immediately eligible for sale in the public market. Executive
officers of the Company who are included in the Selling Stockholders have agreed
with the Underwriters that shares issuable to them under the Stock Incentive
Plan are subject to a 180-day lock-up period. See "Underwriting."

WARRANTS

Upon completion of the Offering, there will be outstanding warrants to
purchase 2,441,379 shares of Class A Common Stock (2,184,129 shares if the
Underwriter's over-allotment option is exercised in full), warrants to purchase
813,793 (728,043 shares if the Underwriter's over-allotment option is exercised
in full), shares of Class B Common Stock and warrants to purchase 4,472,628
(4,106,628 shares if the Underwriter's over-allotment option is exercised in
full), shares of Class C Common Stock. Shares of Class B Common Stock and Class
C Common Stock are convertible to shares of Class A Common Stock at the option
of the holder thereof on a one-for-one basis. The holders of warrants to
purchase Class B Common Stock or Class C Common Stock may elect, under certain
circumstances, to receive an identical number of shares of Class A Common Stock
in lieu of receiving shares of Class B Common Stock or Class C Common Stock.
Shares issuable pursuant to the exercise of warrants to purchase Class A Common
Stock or Class B Common Stock (including any shares of Class A Common Stock
issued as a result of the exercise of the right of a holder of warrants to
purchase Class B Common Stock to instead receive Class A Common Stock) will upon
issuance be eligible for sale in compliance with the limitations of Rule 144
previously described. Shares of Class A Common Stock that are issuable upon the
exercise of warrants to purchase shares of Class C Common Stock, or the
conversion or exchange of shares of Class C Common Stock which are issuable upon
the exercise of warrants to purchase shares of Class C Common Stock, shall be
eligible for sale in compliance with the limitations of Rule 144 after December
22, 1996. The holders of all of the warrants described above have agreed with
the Underwriters that any shares of Common Stock they may receive upon the
exercise of warrants are subject to a 180-day lock-up. See "Underwriting."

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<PAGE> 82

REGISTRATION RIGHTS

Pursuant to registration rights granted in the Stockholders Agreement,
certain holders of Senior Preferred Stock may require the Company to register
with the Commission under and in accordance with the Securities Act all or part
of their "Registrable Shares" (as defined in the Stockholders Agreement).
Registrable Shares are defined to include shares issued or issuable as "Warrant
Shares" (as defined in the Stockholders Agreement) (as adjusted for certain
stock splits, stock dividends, recapitalizations and similar events) and any
securities issued to the holders of Senior Preferred Stock pursuant to their
exercise of certain rights of first refusal. The Company is required to
effectuate a demand registration at the request of holders of Senior Preferred
Stock only if (i) it has been requested and consented to by the holders of a
majority of the Registrable Shares held by the holders of Senior Preferred
Stock, and (ii) the shares as to which registration is requested represent at
least 25% of the aggregate Registrable Shares held by holders of Senior
Preferred Stock participating in such registration. Generally, the holders of
Senior Preferred Stock as a group are entitled to three demand registrations.

Pursuant to the registration rights granted in the Stockholders Agreement,
two holders of Junior Preferred Stock each have one demand registration right,
exercisable after six months from the date hereof, to require the Company to
register with the Commission under and in accordance with the Securities Act all
of its Registrable Shares.

Pursuant to the registration rights granted in the Stockholders Agreement,
the Management Investors (which are affiliates of Mr. Paxson) may require the
Company to register with the Commission under and in accordance with the
Securities Act all or part of their respective Registrable Shares. The Company
is required to effectuate a demand registration for the Management Investors
only if (i) it has been requested or consented to by Management Investors
holding a majority of the Registrable Shares held by the Management Investors,
and (ii) the shares as to which registration is requested represent at least 25%
of the aggregate Registrable Shares held by the Management Investors
participating in such registration. Generally, the Management Investors as a
group are entitled to five demand registrations.

If at any time the Company proposes to file on its own behalf or on behalf
of any holder or holders of any equity securities a registration statement under
the Securities Act (other than a registration statement on Form S-4 or Form S-8
or any successor form for the registration of securities to be offered pursuant
to an employee benefit plan), then the Company must give notice to the holders
of Senior Preferred Stock, the holders of Junior Preferred Stock, the Management
Investors and certain other stockholders of their respective rights to include
certain Registrable Shares held by such persons in a piggy-back registration.
The Company has the right to abandon any such registration.

In the case of a demand or certain piggy-back registrations, the Company
will pay all registration expenses except underwriting discounts and commissions
and transfer taxes. In the case of a piggy-back registration, each participating
holder of Senior Preferred Stock or Junior Preferred Stock, each participating
Management Investor and each of certain other participating parties shall pay
its pro rata share of the incremental registration filing fees and shall pay all
fees and disbursements of its counsel (other than a single counsel for certain
holders) incurred in connection therewith.

The registration rights provisions of the Stockholders Agreement allocate
Registrable Shares among participating holders of Senior Preferred Stock,
holders of Junior Stock Preferred Stock and the Management Investors if fewer
than all the requested shares are to be included in a registration statement.
The registration rights of such holders generally have priority over those of
other parties that may have registration rights.

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<PAGE> 83

UNDERWRITING

Upon the terms and subject to the conditions stated in the U.S.
Underwriting Agreement dated the date of this Prospectus, each of the
underwriters of the U.S. Offering of Class A Common Stock named below (the "U.S.
Underwriters"), for whom Smith Barney Inc., PaineWebber Incorporated, CIBC Wood
Gundy Securities Corp., and BT Securities Corporation are acting as
representatives (the "Representatives"), has severally agreed to purchase, and
the Company and the Selling Stockholders have agreed to sell to each U.S.
Underwriter, the number of shares of Class A Common Stock set forth opposite the
name of such U.S. Underwriter.

<TABLE>
<CAPTION>
U.S. UNDERWRITER NUMBER OF SHARES
- ----------------------------------------------------------------------------- ----------------
<S> <C>
Smith Barney Inc. ...........................................................
PaineWebber Incorporated.....................................................
CIBC Wood Gundy Securities Corp. ............................................
BT Securities Corporation....................................................

Total.............................................................. 9,200,000
=============
</TABLE>

Under the terms and subject to the conditions stated in the International
Underwriting Agreement dated the date of this Prospectus, each of the managers
of the concurrent International Offering of Class A Common stock named below
(the "Managers"), for whom Smith Barney Inc., PaineWebber International (U.K.)
Ltd., CIBC Wood Gundy Securities Corp. and Bankers Trust International PLC are
acting as lead managers (the "Lead Managers") has severally agreed to purchase,
and the Company and the Selling Stockholders have agreed to sell to each
Manager, the number of shares of Class A Common Stock set forth opposite the
name of such Manager.

<TABLE>
<CAPTION>
MANAGER NUMBER OF SHARES
- ----------------------------------------------------------------------------- ----------------
<S> <C>
Smith Barney Inc. ...........................................................
PaineWebber International (U.K.) Ltd. .......................................
CIBC Wood Gundy Securities Corp. ............................................
Bankers Trust International PLC..............................................

Total.............................................................. 2,300,000
=============
</TABLE>

Each of the U.S. Underwriting Agreement and the International Underwriting
Agreement provides that the obligations of the several U.S. Underwriters and the
several Managers to pay for and accept delivery of the shares are subject to
approval of certain legal matters by counsel and to certain other conditions.
The U.S. Underwriters and the Managers are obligated to take and pay for all
shares of Class A Common Stock offered hereby (other than those covered by the
over-allotment option described below) if any such shares are taken.

The U.S. Underwriters and the Managers initially propose to offer part of
the shares of Class A Common Stock directly to the public at the public offering
price set forth on the cover page of this Prospectus and part of the shares to
certain dealers at such price less a concession not in excess of $ per
share below the public offering price. The U.S. Underwriters and the Managers
may allow, and such dealers may reallow, a concession not in excess of
$ per share to any other U.S. Underwriter or Manager, respectively, or
to certain other dealers. After the Offering, the public offering price and such
concessions may be changed by the U.S. Underwriters and the Managers.

The Company and the Selling Stockholders have granted to the U.S.
Underwriters an option, exercisable within 30 days from the date of this
Prospectus, to purchase up to an aggregate of 1,725,000 additional shares of
Class A Common Stock at the public offering price set forth on the cover page of
this Prospectus less underwriting discounts and commissions. The U.S.
Underwriters and the Managers may exercise such option to purchase additional
shares solely for the purpose of covering over-allotments, if any, incurred in
connection with the sale of the shares of Class A Common Stock offered hereby.
To the extent such option is exercised, each U.S. Underwriter and Manager will
become obligated, subject to certain conditions, to purchase approximately the
same percentage of such additional shares as the number of shares set forth next
to such

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<PAGE> 84

U.S. Underwriter's or Manager's name in the preceding tables bears to the total
number of shares in such tables.

Of the shares of Class A Common Stock offered hereby, 738,000 shares will
be issued by the Company upon the exercise of warrants held by certain Selling
Stockholders. The Underwriters intend to purchase the warrants from such Selling
Stockholders at a price equal to $ per warrant, which represents the
public offering price less the underwriting discounts and commissions and less
the exercise price of the warrants. The warrants have nominal exercise prices
per share, which will be paid to the Company by the Underwriters upon exercise
of the warrants at the closing. The Underwriters will offer the shares issued
upon exercise of the warrants in the same manner as all other shares in the
Offering.

The Company, the Selling Stockholders, the U.S. Underwriters and the
Managers have agreed to indemnify each other against certain liabilities,
including under the Securities Act.

The Company, its executive officers and directors, and certain of the
Company's existing stockholders have agreed that, for a period of 180 days from
the date of this Prospectus, they will not, without the prior written consent of
Smith Barney Inc., offer, sell, contract to sell, or otherwise dispose of, any
shares of Common Stock of the Company or any securities convertible into, or
exercisable or exchangeable for, Common Stock of the Company. Such restrictions
shall not apply to certain transfers among such parties and their affiliates or
to the exercise of warrants or conversion or exchange of shares of one class of
Common Stock to another class, as long as the transferred or resulting
securities remain subject to the terms of restriction for the remainder of such
period. In addition, such restrictions shall not apply to shares of Class A
Common Stock issued by the Company with respect to certain of the Proposed
Acquisitions as described herein, nor to certain issuances by the Company with
respect to any other acquisitions, as long as such shares remain subject to the
transfer restrictions for the remainder of such period.

The U.S. Underwriters and the Managers have entered into an agreement
between U.S. Underwriters and Managers pursuant to which each U.S. Underwriter
has agreed that, as part of the distribution of the 9,200,000 shares of Class A
Common Stock offered in the U.S. Offering (plus any of the shares acquired to
cover over-allotments): (i) it is not purchasing any such shares or warrants (or
shares issuable thereunder) for the account of anyone other than a U.S., or
Canadian Person and (ii) it has not offered or sold, and will not, offer, sell,
resell or deliver, directly or indirectly, any of such shares or distribute any
prospectus relating to the U.S. Offering outside the United States or Canada to
anyone other than a U.S or Canadian Person. In addition, each Manager has agreed
that as part of the distribution of the 2,300,000 shares offered in the
International Offering: (i) it is not purchasing any such shares or warrants (or
shares issuable thereunder) for the account of any U.S. or Canadian Person and
(ii) it has not offered or sold, and will not, offer, sell, resell or deliver,
directly or indirectly, any of such shares or distribute any prospectus relating
to the International Offering in the United States or Canada or to any U.S. or
Canadian Person. Each U.S. Underwriter and Manager has also agreed that it will
offer to sell shares only in compliance with all relevant requirements of any
applicable laws.

The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the U.S. Underwriting Agreement, the
International Underwriting Agreement and the Agreement Between U.S. Underwriters
and Managers, including: (i) certain purchases and sales between U.S.
Underwriters and the Managers, (ii) certain offers, sales, resales, deliveries
or distributions to or through investment advisors or other persons exercising
investment discretion, (iii) purchases, offers or sales by a U.S. Underwriter
who is also acting as Manager or by a Manager who is also acting as U.S.
Underwriter and (iv) other transactions specifically approved by the
Representatives. As used herein, "U.S. or Canadian Person" means any resident or
national of the United States or Canada, any corporation, partnership or other
entity created or organized in or under the laws of the United States or Canada,
or any estate or trust the income of which is subject to U.S. or Canadian income
taxation regardless of the source of its income (other than the foreign branch
of any U.S. or Canadian Person), and includes any United States or Canadian
branch of a person other than a U.S. or Canadian Person.

78
<PAGE> 85

Any offer of shares of Class A Common Stock in Canada will be made only
pursuant to an exemption from the requirement to file a prospectus in the
relevant province of Canada in which such offer is made.

Each Manager has represented and agreed that (i) it will not offer or sell
any shares of Class A Common Stock to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which will not involve an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995 ("the Regulations"); (ii) it will comply with all
applicable provisions of the Financial Services Act 1986 and the Regulations
with respect to anything done by it in relation to the shares of Class A Common
Stock in, from, or otherwise involving the United Kingdom; and (iii) it will
only issue or pass on to any person in the United Kingdom any document received
by it in connection with the offering of the shares of Class A Common Stock if
that person is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to
whom such document may otherwise lawfully be issued or passed on.

No action has been or will be taken in any jurisdiction by the Company or
the Managers that would permit an offering to the general public of the shares
of Class A Common Stock offered hereby in any jurisdiction other than the United
States.

Purchasers of the shares of Class A Common Stock offered hereby may be
required to pay stamp taxes and other charges in accordance with the laws and
practices of the country of purchase in addition to the offering price set forth
on the cover page of this Prospectus.

Pursuant to the Agreement Between U.S. Underwriters and Managers, sales may
be made between the U.S. Underwriters and the Managers of such number of shares
of Class A Common Stock as may be mutually agreed. The price of any shares of
Class A Common Stock so sold shall be the public offering price as then in
effect for shares of Class A Common Stock being sold by the U.S. Underwriters,
less all or any part of the selling concessions unless otherwise determined by
mutual agreement. To the extent that there are sales between the U.S.
Underwriters and the Managers pursuant to the Agreement Between U.S.
Underwriters and Managers, the number of shares of Class A Common Stock
initially available for sale by the U.S. Underwriters and by the Managers may be
more or less that the number of shares of Class A Common Stock appearing on the
front cover of this Prospectus.

BT Investment Partners, Inc., an affiliate of BT Securities Corporation,
one of the U.S. Underwriters, and Bankers Trust International PLC, one of the
Managers, is a holder of the Junior Preferred Stock and warrants to purchase
Class C Common Stock and is a Selling Stockholder in this Offering. Bankers
Trust Company, an affiliate of BT Securities Corporation, Bankers Trust
International PLC and BT Investment Partners, Inc., has in the past provided
commercial banking services for an affiliate of the Company, for which Bankers
Trust Company has received customary compensation and BT Securities Corporation
and its affiliates may provide other financial, advisory or commercial or
investment banking services to the Company or its affiliates in the future.

Smith Barney Inc. ("Smith Barney") and CIBC Wood Gundy Securities Corp.
("CIBC") participated as initial purchasers in connection with the sale by the
Company of its Notes in September 1995. In addition, an affiliate of CIBC,
Canadian Imperial Bank of Commerce, is a lender under the New Credit Facility
and, additionally, has provided Whitehead Media with a loan, the proceeds of
which were used in part to repay indebtedness to the Company incurred in
connection with the acquisition of stations WTVX-TV and WOAC-TV.

Smith Barney and CIBC have from time to time provided investment banking
and financial advisory services to the Company and may continue to do so in the
future. Smith Barney and CIBC have received customary fees for such services.

79
<PAGE> 86

LEGAL MATTERS

Certain legal matters with respect to the issuance of Class A Common Stock
will be passed upon for the Company by Holland & Knight (a partnership including
professional associations), and for the Underwriters by Cahill Gordon & Reindel
(a partnership including a professional corporation). Certain legal matters
under the Communications Act and the rules and regulations promulgated
thereunder by the FCC will be passed upon for the Company and the Underwriters
by Dow, Lohnes & Albertson (a professional limited liability company).

EXPERTS

The consolidated financial statements of the Company as of December 31,
1995 and 1994 and for each of the three years in the period ended December 31,
1995, the financial statements of KZKI-TV (a division of Sandino Telecasters) as
of and for the year ended January 31, 1995, the financial statements of Paugus
Television, Inc. (WGOT-TV) and WTVX-TV, Krypton Broadcasting of Ft. Pierce, Inc.
as of and for the year ended December 31, 1994 included in this Prospectus have
been so included in reliance on the reports of Price Waterhouse LLP, independent
certified public accountants, given on authority of said firm as experts in
auditing and accounting (the reports related to the financial statements of
KZKI-TV (a division of Sandino Telecasters) and Paugus Television, Inc.
(WGOT-TV) contain an explanatory paragraph relating to the entities' ability to
continue as a going concern as described in Note 1 to such financial
statements). Price Waterhouse LLP has not examined, compiled or applied agreed
upon procedures to the Pro Forma Financial Information included in this
Prospectus and, consequently, assumes no responsibility for the Pro Forma
Financial Information and does not express an opinion or any other form of
assurance with respect thereto.

The combined financial statements for New Age Broadcasting, Inc. and The
Seventies Broadcasting Corporation for the year ended September 30, 1995, and
the financial statements for New Age Broadcasting, Inc. for the year ended
September 30, 1994 included in this Prospectus have been so included in reliance
on the reports of Voynow, Bayard and Company, independent certified public
accountants, given on the authority of said firm as experts in auditing and
accounting.

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the shares of Class A Common Stock
offered by this Prospectus. For the purposes hereof, the term Registration
Statement means the original Registration Statement and any and all amendments
thereto, including the schedules and exhibits to such Registration Statement or
any such amendment. This Prospectus, which forms a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, to which reference is hereby made. Each statement made in this
Prospectus concerning a document filed as an exhibit to the Registration
Statement is qualified in its entirety by reference to such exhibit for a
complete statement of its provisions.

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports and other information with the
Commission. Reports, proxy statements, and other information filed by the
Company can be inspected and copied at the public reference facilities of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as
well as the following Regional Offices: 7 World Trade Center, Suite 1300, New
York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies can be obtained by mail at prescribed
rates. Requests should be directed to the Commission's Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.

Reports, proxy statements, and other information concerning the Company can
also be inspected and copied at the offices of the American Stock Exchange, 86
Trinity Place, New York, NY 10006.

80
<PAGE> 87

INDEX TO PRO FORMA FINANCIAL INFORMATION

<TABLE>
<S> <C>
PRO FORMA FINANCIAL INFORMATION........................................................ P-2
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS:
For the Year Ended December 31, 1995................................................. P-3
Notes to Unaudited Pro Forma Consolidated Statement of Operations.................... P-4
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET:
At December 31, 1995................................................................. P-6
Notes to Unaudited Pro Forma Consolidated Balance Sheet.............................. P-7
</TABLE>

P-1
<PAGE> 88

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma consolidated statement of operations for the year
ended December 31, 1995 gives effect to (i) the consummation of the Offering;
(ii) significant business acquisitions of KZKI-TV, WGOT-TV, and WTVX-TV; (iii)
the issuance of $230,000,000 Senior Subordinated Notes issued on September 28,
1995; (iv) proposed significant business acquisitions of WRMA-FM and WXDJ-FM;
and (v) the exercise of the Station Options, as if such events had occurred on
January 1, 1995. WRMA-FM and WXDJ-FM are the only Proposed Acquisitions which
are considered to be significant business acquisitions and all other Proposed
Acquisitions are asset acquisitions or are immaterial both individually and in
the aggregate and are therefore not required to be included in the Pro Forma
financial information. Prior operators' fiscal years have been conformed to the
Company's December 31, 1995 year end. In addition, depreciation and amortization
expense has been increased for the period to reflect preliminary purchase
accounting allocations for all stations included in the Proposed Acquisitions
and Station Options. The unaudited pro forma consolidated balance sheet at
December 31, 1995 gives effect to: (i) the consummation of the Offering; (ii)
the Proposed Acquisitions and related capital expenditures; (iii) capital
expenditures on existing properties; (iv) the exercise of the Station Options;
(v) the termination of the holders' put on the Class A and Class B common stock
warrants; (vi) acquisitions and dispositions which have closed subsequent to
December 31, 1995; and (vii) the acquisition of a note receivable from Mr.
Paxson, as if such events included in (i) through (vii) had occurred on December
31, 1995.

The Proposed Acquisitions will be accounted for using the purchase method
of accounting. The total cost of the Proposed Acquisitions will be allocated to
the tangible and intangible assets acquired and liabilities assumed based upon
their respective fair values. The allocation of the respective purchase prices
included in the pro forma financial information is preliminary. The Company does
not expect that the final allocation of the purchase prices will materially
differ from the preliminary allocation.

The pro forma adjustments are based upon available information and certain
assumptions that the Company believes are reasonable under the circumstances.
The pro forma consolidated financial information should be read in conjunction
with the Company's consolidated financial statements and notes thereto appearing
elsewhere in this Prospectus. The unaudited pro forma statement of operations
data are not necessarily indicative of the results that would have occurred if
the Offering and the acquisitions had occurred on the dates indicated, nor are
they indicative of the Company's future results of operations. There can be no
assurance whether or when the Proposed Acquisitions will be consummated.

P-2
<PAGE> 89

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1995
-------------------------------------------------------------------------------------------------
WEST PALM
LOS ANGELES BEACH MIAMI
(KZKI- BOSTON (WTVX- (WRMA-FM AND PRO FORMA
COMPANY(A) TV)(B) (WGOT-TV)(B) TV)(B) WXDJ-FM)(B) ADJUSTMENTS PRO FORMA(C)
---------- ----------- ------------ --------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Revenue............. $103,074 $ 1,019 $ 600 $ 3,124 $ 13,414 $ 1,627(d) $122,858
Operating expenses,
excluding depreciation,
amortization and option
plan compensation....... 82,103 351 583 2,682 6,858 (947)(e)
155(d) 91,785
Option plan compensation
(f)..................... 10,803 10,803
Depreciation and
amortization............ 18,719 279 128 294 1,033 18,093(g) 38,546
---------- ----------- ------ --------- ------------ ----------- ------------
Income (loss) from
operations.............. (8,551) 389 (111) 148 5,523 (15,674) (18,276)
Interest expense.......... (16,303) (271) (174) (532) (2,001) (12,007)(h) (31,288)
Interest income........... 1,709 47 (14)(i)
26(d) 1,768
Other income (expense),
net..................... (982) (10) (88) (111) 98(j) (1,093)
Benefit for income
taxes................... 1,280 1,280
Extraordinary item........ (10,626) (10,626)
---------- ----------- ------ --------- ------------ ----------- ------------
Net income (loss)......... $(33,473) $ 118 $ (295) $ (472) $ 3,458 $ (27,571) (58,235)
=========== =============== ========== ================ ===========
Dividends and accretion on
preferred stock and
common stock
warrants(k)............. (13,297) (13,297)
---------- ------------
Net loss attributable to
common stock............ ($46,770) $(71,532)
=========== =============
Loss per share data:
Net loss per share(l)..... $ (0.97) $ (1.28)
Net loss per share
attributable to common
stock(l)................ (1.36) (1.57)
Weighted average shares
outstanding-primary and
fully diluted........... 34,430 11,143(m) 45,573
=========== =========== =============
</TABLE>

P-3
<PAGE> 90

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(a) Reflects the results of operations for (i) significant business
acquisitions of KZKI-TV, WGOT-TV and WTVX-TV since their respective dates of
acquisition; (ii) asset acquisitions and insignificant business acquisitions of
WYVN-TV, KLXV-TV, WFTL-AM, KTFH-TV, WTWS-TV, WSJT-FM, WTGI-TV and the Alabama
Radio Network since their respective dates of acquisition; (iii) operations
pursuant to brokerage agreements ("TBAs") for WOAC-TV, WTJC-TV, KUBD-TV and
WTVX-TV since their respective dates of commencement; and (iv) insignificant
terminated operations until such time of termination.

(b) Reflects prior operator results.

(c) Pro forma statement of operations for the year ended December 31, 1995,
gives effect to (i) the consummation of the Offering; (ii) significant business
acquisitions of KZKI-TV, WGOT-TV and WTVX-TV; (iii) the issuance of the Notes on
September 28, 1995; (iv) proposed significant business acquisitions of WRMA-FM
and WXDJ-FM; and (v) the exercise of the Station Options as if such acquisitions
had occurred on January 1, 1995. WRMA-FM and WXDJ-FM are the only Proposed
Acquisitions which are considered to be significant business acquisitions and
all other Proposed Acquisitions are asset acquisitions or are immaterial both
individually and in the aggregate and are therefore not required to be included
in the pro forma financial information. Prior operators' fiscal years have been
conformed to the Company's December 31, 1995 year end. In addition, depreciation
and amortization expense has been increased for the period to reflect
preliminary purchase accounting allocations for all stations included in the
Proposed Acquisitions and Station Options. Pro forma results have not been
included for the following transactions subsequent to December 31, 1995: (i) the
asset acquisitions of WHAI-TV and WAKC-TV; (ii) the commencement of TBA
operations of WRMY-TV, KWBF-TV and WCEE-TV; and (iii) the proposed acquisitions
of Channel 68, WNGM-TV, WHKE-TV, WJUE-TV, WHBI-TV, WOCD-TV, WOST-TV, KZAR-TV,
WFSJ-FM, WHUB-FM and WHUB-AM as such acquisitions are either asset acquisitions
or insignificant business acquisitions.

(d) Prior operators' results have been adjusted as follows to conform the
prior operators' fiscal year ends to the Company's December 31 year end: (i)
KZKI's January 31, 1995 year end has been conformed to the Company's year end by
including the period from January 1, 1995 through May 17, 1995; and (ii) WRMA-FM
and WXDJ-FM's September 30, 1995 year end has been conformed to the Company's
year end by including October, November and December 1995 and excluding October,
November and December 1994.

(e) To reflect (i) the elimination of $372 of general and administrative
costs which represent redundant facilities and staff for WTVX-TV; (ii) the
elimination of $69 which represents TBA fees paid to the prior licensee of
WRMA-FM; (iii) the elimination of $495 which represents TBA fees paid to prior
licensees for stations subject to exercise of the Station Options; (iv) the
increase in time brokerage expense of $104 for TBA fees for WTVX-TV; and (v) the
elimination of $115 which represents a non-recurring litigation settlement for
WRMA-FM.

(f) Option plan compensation represents a non-cash charge associated with
the granting of common stock options to employees under the Company's Stock
Incentive Plan. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Results of Operations" and "Management -- Stock
Incentive Plan."

P-4
<PAGE> 91

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS -- (CONTINUED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(g) To reflect the increase in depreciation and amortization expense for
purchase accounting allocations made for the acquisitions which have closed
since January 1, 1995, the Proposed Acquisitions and the exercise of the Station
Options as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1995
------------------
<S> <C>
Pro forma depreciation.............................................. $ 18,834
Pro forma amortization.............................................. 19,712
------------------
Total pro forma depreciation and amortization............. 38,546
Less: amounts as reported........................................... (20,453)
------------------
Total..................................................... $ 18,093
==============
</TABLE>

(h) Adjustment necessary to reflect interest expense associated with the
$230,000 Senior Subordinated Notes issued on September 28, 1995 and other pro
forma debt outstanding at December 31, 1995 which was incurred to fund
acquisitions, as if such debt had been outstanding since January 1, 1995, as
follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1995
------------------
<S> <C>
11 5/8% Senior Subordinated Notes due 2002.......................... $ 26,999
Other debt.......................................................... 2,756
Amortization of loan costs.......................................... 1,533
----------
Total pro forma interest expense.......................... 31,288
Less: amounts as reported........................................... (19,281)
----------
Total..................................................... $ 12,007
==============
</TABLE>

(i) To reflect the elimination of interest income earned on investments in
broadcast properties of $14 as such investments have been applied towards the
purchase price associated with the exercise of the Station Options.

(j) To reflect the elimination of $98 of non-recurring expenses relating to
bankruptcy reorganization of WTVX-TV.

(k) Dividends and accretion on preferred stock and common stock warrants
represent such amount for the Senior Preferred Stock (15% dividend rate),
redeemable Class A and B common stock warrants and Junior Preferred Stock (12%
dividend rate). Such capital stock is mandatorily redeemable and certain issues
accrete. See "Description of Capital Stock."

(l) The Company has agreed to acquire WRMA-FM and WXDJ-FM for a price of
either (i) $107.5 million in cash or (ii) $92 million in cash plus 1,277,778
shares of Class A Common Stock (subject to increase if the market value of the
Class A shares declines below $18 per share), as determined at the seller's
option prior to the execution of definitive purchase documentation. For purposes
of the information set forth in the unaudited pro forma consolidated statement
of operations, the Company has assumed that the sellers will elect to receive
the purchase price for the stations entirely in cash. Were the sellers to elect
to receive cash and Class A shares, the pro forma net loss per share and pro
forma net loss per share attributable to common stock would be $(1.24) and
$(1.53), respectively.

(m) To reflect the issuance of 11,500 Class A shares, net of 357 shares
which will be registered in the Offering, but were outstanding at December 31,
1995.

P-5
<PAGE> 92

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
AT DECEMBER 31, 1995
-----------------------------------------------------------
TRANSACTIONS
SUBSEQUENT TO
DECEMBER 31, PRO FORMA
COMPANY 1995 ADJUSTMENTS PRO FORMA(A)
-------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents...................... $ 68,071 $ (29,000)(b) $ 165,204(e)
116(c) (147,300)(f)
(1,000)(d) (16,450)(g)
(1,454)(h) $ 38,187
Accounts receivable, net....................... 17,726 17,726
Prepaid expenses and other current assets...... 971 971
Current program rights......................... 1,413 1,413
-------- ------------- ----------- ------------
Total current assets.................... 88,181 (29,884) 0 58,297
Property and equipment, net...................... 79,859 6,400(b) 22,800(f)
(116)(c) 16,450(g)
5,900(h) 131,293
Intangible assets, net........................... 84,318 33,600(b) 121,800(f)
10,738(h) 250,456
Other assets, net................................ 19,897 (2,800)(b) (4,700)(f) 12,397
Investments in broadcast properties.............. 21,192 9,500(b) 9,100(f)
1,000(d) (15,184)(h) 25,608
Program rights, net.............................. 385 385
-------- ------------- ----------- ------------
Total assets............................ $293,832 $ 17,700 $ 166,904 $478,436
========= ============ =========== =============
LIABILITIES, REDEEMABLE SECURITIES AND
COMMON STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities....... $ 5,031 $ 5,031
Accrued interest............................... 6,932 6,932
Current portion of program rights.............. 1,450 1,450
Current portion of long-term debt.............. 430 430
-------- ------------- ----------- ------------
Total current liabilities............... 13,843 0 0 13,843
Program rights payable......................... 433 433
Long-term debt................................. 12,484 $ 17,700(b) 30,184
Senior subordinated notes, net(i).............. 227,375 227,375
Redeemable Senior preferred stock(j)........... 16,824 16,824
Redeemable Class A and B common
stock warrants(j)(k)......................... 6,465 $ (639)(e)
(5,826)(k) --
Redeemable Series B preferred stock(j)......... 2,353 2,353
Redeemable Junior preferred stock(j)........... 31,534 31,534
Class A Common Stock(j)........................ 26 11(e) 37
Class B Common Stock(j)........................ 8 8
Class C Common Stock(j)........................ -- --
Class A and B common stock
warrants(k).................................. -- 5,826(k) 5,826
Class C common stock warrants(j)............... 5,339 (419)(e) 4,920
Stock subscription notes receivable............ (116) (116)
Additional paid-in-capital..................... 34,342 1,700(f)
166,251(e) 202,293
Deferred option plan compensation.............. (1,384) (1,384)
Accumulated deficit............................ (55,694) (55,694)
-------- ------------- ----------- ------------
Total liabilities, redeemable securities
and common stockholders' equity....... $293,832 $ 17,700 $ 166,904 $478,436
========= ============ =========== =============
</TABLE>

P-6
<PAGE> 93

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)

(a) The pro forma balance sheet at December 31, 1995 gives effect to: (i)
the consummation of the Offering; (ii) the Proposed Acquisitions and related
capital expenditures; (iii) capital expenditures on existing properties; (iv)
the exercise of the Station Options; (v) the termination of the holders' put on
the Class A and Class B common stock warrants; (vi) acquisitions and
dispositions which have closed subsequent to December 31, 1995; and (vii) the
acquisition of a note receivable from Mr. Paxson, as if such events had occurred
on December 31, 1995.

(b) To reflect the use of cash and the increase in long-term debt for
acquisitions subsequent to December 31, 1995, preliminary purchase accounting
allocations for such acquisitions and related capital expenditures. Purchase
accounting allocations reflect the Company owning WHAI-TV and WAKC-TV and
financing the acquisitions of TBA operated stations for WRMY-TV, KWBF-TV and
WCEE-TV. Use of cash is net of $2,800 of funds escrowed at December 31, 1995 and
long-term debt incurred under the Company's $100,000,000 revolving credit
facility. Use of cash for acquisitions closed subsequent to December 31, 1995
are detailed as follows:

<TABLE>
<S> <C>
Property and equipment.................................................... $ 6,400
Intangible assets......................................................... 33,600
Other assets.............................................................. (2,800)
Investments in broadcast properties....................................... 9,500
Long-term debt............................................................ (17,700)
--------
Cash used for acquisitions...................................... $ 29,000
========
</TABLE>

(c) To reflect the sale of assets of the South Carolina Radio Network and
the World Travelers Network to Mr. Paxson subsequent to December 31, 1995 at
their respective net book values. The subsequent sale of the South Carolina
Radio Network by Mr. Paxson to a third party netted excess proceeds of
approximately $105 which was paid to the Company; such amount is not reflected
in the pro forma financial data as it is not material. See "Certain
Transactions."

(d) To reflect the use of cash to acquire a note receivable from CNI with
respect to a deposit on KLDT-TV. The note was previously held by Mr. Paxson and
was purchased at its face value. See "Certain Transactions."

(e) To reflect the proceeds from the Offering based on $17 per share, net
of underwriting discounts and commissions and estimated offering expenses.

(f) To reflect the use of proceeds for the Proposed Acquisitions,
preliminary purchase accounting allocations for such acquisitions and related
capital expenditures. Purchase accounting allocations reflect the Company owning
Channel 68, WHKE-TV, WOCD-TV, WXDJ-FM, WRMA-FM, WFSJ-FM, WHUB-FM and WHUB-AM,
financing the acquisition of TBA operated stations for WNGM-TV and WHBI-TV and
investing in the equity of stations for WSJN-TV, KZAR-TV, WJUE-TV and WOST-TV.
Use of proceeds is net of funds escrowed which are included in other assets at
December 31, 1995. In conjunction with the acquisition of WFSJ-FM, the Company
will issue Class A common stock for the stock of the station and will assume a
$1,550 note payable to Mr. Paxson which is assumed to be repaid through the use
of proceeds (see "The Proposed Acquisitions" and "Certain Transactions"). The
acquisition of WXDJ-FM and WRMA-FM will be consummated for either cash of
$107,500 or cash of $92,000 and approximately 1.3 million shares of Class A
Common Stock, at the option of the seller. The pro forma financial data assumes
the acquisition will

P-7
<PAGE> 94

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET -- (CONTINUED)
(DOLLARS IN THOUSANDS)

be consummated for cash of $107,500. Use of proceeds for Proposed Acquisitions
and related capital expenditures are detailed as follows:

<TABLE>
<S> <C>
Property and equipment.................................................... $ 22,800
Intangible assets......................................................... 121,800
Other assets.............................................................. (4,700)
Investments in broadcast properties....................................... 9,100
Additional paid-in capital................................................ (1,700)
--------
Proceeds used for Proposed Acquisitions and related capital
expenditures........................................................ $147,300
========
</TABLE>

(g) To reflect the use of proceeds for capital expenditures on existing
properties.

(h) To reflect the use of proceeds for the exercise of Station Options on
WFCT-TV, WCTD-TV, KUBD-TV, KWBF-TV, WCEE-TV and WTJC-TV, initial purchase price
allocations for such exercise of Station Options and the related change in
investment in broadcast properties, as follows:

<TABLE>
<S> <C>
Property and equipment.................................................... $ 5,900
Intangible assets......................................................... 10,738
Investments in broadcast properties....................................... (15,184)
--------
Use of proceeds for Station Options............................. $ 1,454
========
</TABLE>

(i) $230,000 Senior Subordinated Notes issued on September 28, 1995, net of
$2,700 original issue discount, due 2002.

(j) See "Description of Capital Stock."

(k) Upon consummation of the Offering, the holders' put right on the Class
A and Class B common stock warrants will be terminated and the unexercised
warrants reclassified to common equity.

For additional information with respect to specific prices and capital
expenditures for each Proposed Acquisition, see "The Proposed Acquisitions."

P-8
<PAGE> 95

PAXSON COMMUNICATIONS CORPORATION

INDEX OF FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PAXSON COMMUNICATIONS CORPORATION
Consolidated Financial Statements -- December 31, 1995, 1994 and 1993
Report of Independent Certified Public Accountants............................................. F-2
Consolidated Balance Sheets.................................................................... F-3
Consolidated Statements of Operations.......................................................... F-4
Consolidated Statements of Changes in Common Stockholders' Equity.............................. F-5
Consolidated Statements of Cash Flows.......................................................... F-6
Notes to Consolidated Financial Statements..................................................... F-7
KZKI-TV (A DIVISION OF SANDINO TELECASTERS)
Financial Statements -- January 31, 1995
Report of Independent Certified Public Accountants............................................. F-34
Balance Sheet.................................................................................. F-35
Statement of Operations........................................................................ F-36
Statement of Changes in Divisional Deficit..................................................... F-37
Statement of Cash Flows........................................................................ F-38
Notes to Financial Statements.................................................................. F-39
PAUGUS TELEVISION, INC. (WGOT-TV)
Financial Statements -- December 31, 1994
Report of Independent Certified Public Accountants............................................. F-42
Balance Sheet.................................................................................. F-43
Statement of Operations........................................................................ F-44
Statement of Changes in Stockholders' Deficit.................................................. F-45
Statement of Cash Flows........................................................................ F-46
Notes to Financial Statements.................................................................. F-47
WTVX-TV KRYPTON BROADCASTING OF FT. PIERCE, INC.
Financial Statements -- December 31, 1994
Report of Independent Certified Public Accountants............................................. F-51
Balance Sheet.................................................................................. F-52
Statement of Operations........................................................................ F-53
Statement of Changes in Shareholder's Deficit.................................................. F-54
Statement of Cash Flows........................................................................ F-55
Notes to Financial Statements.................................................................. F-56
NEW AGE BROADCASTING, INC. AND THE SEVENTIES BROADCASTING CORPORATION
Combined Financial Statements -- September 30, 1995
Independent Auditors' Report................................................................... F-60
Combined Balance Sheet......................................................................... F-61
Combined Statement of Income and Retained Earnings............................................. F-62
Combined Statement of Cash Flows............................................................... F-63
Notes to the Combined Financial Statements..................................................... F-64
NEW AGE BROADCASTING, INC. AND THE SEVENTIES BROADCASTING CORPORATION
Unaudited Interim Combined Financial Statements -- December 31, 1995 and 1994
Unaudited Combined Balance Sheets.............................................................. F-69
Unaudited Combined Statements of Income and Retained Earnings.................................. F-70
Unaudited Combined Statements of Cash Flows and Notes to Unaudited Combined Financial
Statements................................................................................... F-71
NEW AGE BROADCASTING, INC.
Financial Statements -- September 30, 1994
Independent Auditors' Report................................................................... F-72
Balance Sheet.................................................................................. F-73
Statement of Income and Retained Earnings...................................................... F-74
Statement of Cash Flows........................................................................ F-75
Notes to the Financial Statements.............................................................. F-76
</TABLE>

F-1
<PAGE> 96

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
of Paxson Communications Corporation

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of changes in common
stockholders' equity and of cash flows present fairly, in all material respects,
the financial position of Paxson Communications Corporation and its subsidiaries
(the "Company") at December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ Price Waterhouse LLP
- ---------------------------------------------------------
PRICE WATERHOUSE LLP
Tampa, Florida
February 28, 1996

F-2
<PAGE> 97

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1995 1994
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................................. $ 68,070,990 $ 21,571,658
Accounts receivable, less allowance for doubtful accounts of $909,713 and $556,950,
respectively........................................................................ 17,726,415 13,569,198
Prepaid expenses and other current assets............................................. 971,363 1,579,954
Current deferred income taxes......................................................... -- 194,940
Current program rights................................................................ 1,412,544 1,980,000
------------ ------------
Total current assets............................................................ 88,181,312 38,895,750
Property and equipment, net............................................................. 79,859,080 45,350,430
Intangible assets, net.................................................................. 84,318,147 53,350,967
Other assets, net....................................................................... 19,896,694 13,078,346
Investments in broadcast properties..................................................... 21,192,030 1,750,000
Program rights, net..................................................................... 384,814 244,888
------------ ------------
Total assets.................................................................... $293,832,077 $152,670,381
=========== ===========
LIABILITIES, REDEEMABLE SECURITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued liabilities........................................ $ 5,030,692 $ 4,899,163
Accrued interest...................................................................... 6,932,342 224,528
Current portion of program rights payable............................................. 1,449,602 986,562
Current portion of long-term debt..................................................... 430,590 6,393,415
------------ ------------
Total current liabilities....................................................... 13,843,226 12,503,668
Program rights payable.................................................................. 432,750 562,770
Deferred income taxes................................................................... -- 1,474,940
Long-term debt.......................................................................... 12,484,024 76,013,542
Senior subordinated notes, net.......................................................... 227,374,911 --
Minority interest....................................................................... -- 1,217,314
Redeemable Cumulative Compounding Senior preferred stock, $0.001 par value; 15% dividend
rate per annum, 2,000 shares authorized, issued and outstanding....................... 16,824,082 14,060,054
Redeemable Class A & B common stock warrants............................................ 6,465,317 1,735,979
Redeemable Cumulative Compounding Series B preferred stock, $0.001 par value; 15%
dividend rate per annum, 714.286 shares authorized, issued and outstanding............ 2,352,654 1,274,671
Redeemable Cumulative Compounding Junior preferred stock, $0.001 par value; 12% dividend
rate per annum, 33,000 shares authorized, issued and outstanding...................... 31,533,910 26,808,053
Class A common stock, $0.001 par value; one vote per share; 150,000,000 shares
authorized, 26,226,826 and 26,042,561 shares issued and outstanding in 1995 and 1994,
respectively.......................................................................... 26,227 26,042
Class B common stock, $0.001 par value; ten votes per share; 35,000,000 shares
authorized and 8,311,639 shares issued and outstanding................................ 8,312 8,312
Class C common stock, $0.001 par value; non-voting; 12,500,000 shares authorized; no
shares issued and outstanding......................................................... -- --
Class C common stock warrants........................................................... 5,338,952 5,338,952
Stock subscription notes receivable..................................................... (115,714) (77,666)
Additional paid-in capital.............................................................. 34,342,086 20,647,647
Deferred option plan compensation....................................................... (1,384,267) --
Accumulated deficit..................................................................... (55,694,393) (8,923,897)
Commitments and contingencies (Note 17)
------------ ------------
Total liabilities, redeemable securities and common stockholders' equity........ $293,832,077 $152,670,381
=========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-3
<PAGE> 98

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------
1995 1994 1993
------------ ----------- ------------
<S> <C> <C> <C>
Revenues:
Local and national advertising...................... $ 94,653,514 $56,668,983 $ 29,405,559
Retail and other.................................... 5,352,044 2,779,215 1,655,155
Trade and barter.................................... 3,068,354 2,619,245 1,001,317
------------ ----------- ------------
Total revenues.............................. 103,073,912 62,067,443 32,062,031
------------ ----------- ------------
Operating expenses:
Direct.............................................. 24,921,653 16,789,757 9,479,408
Programming......................................... 12,822,813 8,750,624 5,291,237
Sales and promotion................................. 9,093,769 5,753,025 3,507,480
Technical........................................... 4,955,588 2,113,117 1,543,583
General and administrative.......................... 22,138,236 11,689,343 7,323,352
Trade and barter.................................... 2,604,950 2,426,118 1,029,105
Time brokerage agreement fees....................... 993,893 503,698 698,463
Sports rights fees.................................. 2,806,121 2,379,516 --
Option plan compensation............................ 10,803,241 -- --
Program rights amortization......................... 1,765,942 820,754 --
Depreciation and amortization....................... 18,719,109 12,403,528 9,350,633
------------ ----------- ------------
Total operating expenses.................... 111,625,315 63,629,480 38,223,261
------------ ----------- ------------
Loss from operations.................................. (8,551,403) (1,562,037) (6,161,230)
Other income (expense):
Interest expense.................................... (16,302,641) (5,210,148) (2,052,406)
Interest income..................................... 1,708,942 335,438 112,719
Gain on sale of radio broadcasting station.......... -- 28,105 427,397
Other income (expense), net......................... (982,461) (33,432) (318,333)
------------ ----------- ------------
Loss before benefit (provision) for income taxes and
extraordinary item.................................. (24,127,563) (6,442,074) (7,991,853)
Benefit (provision) for income taxes.................. 1,280,000 1,680,000 (2,960,000)
------------ ----------- ------------
Loss before extraordinary item........................ (22,847,563) (4,762,074) (10,951,853)
Extraordinary item.................................... (10,625,727) -- (457,147)
------------ ----------- ------------
Net loss.............................................. (33,473,290) (4,762,074) (11,409,000)
Dividends and accretion on preferred stock and common
stock warrants...................................... (13,297,206) (3,385,456) (151,367)
------------ ----------- ------------
Net loss attributable to common stock................. $(46,770,496) $(8,147,530) $(11,560,367)
=========== ========== ===========
Per share data (Note 1):
Loss before extraordinary item...................... $ (0.66) $ (0.14) $ (0.35)
Extraordinary item.................................. (0.31) -- (0.01)
------------ ----------- ------------
Net loss............................................ (0.97) (0.14) (0.36)
Dividends and accretion on preferred stock and
common stock warrants............................ (0.39) (0.10) (0.01)
------------ ----------- ------------
Net loss attributable to common stock................. $ (1.36) $ (0.24) $ (0.37)
=========== ========== ===========
Weighted average shares outstanding -- primary & fully
diluted............................................. 34,429,517 33,430,116 31,581,948
=========== ========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-4
<PAGE> 99

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
CLASS C STOCK
COMMON STOCK COMMON SUBSCRIPTION ADDITIONAL DEFERRED
--------------------------- COMMON STOCK NOTES PAID-IN OPTION PLAN ACCUMULATED
CLASS A CLASS B CLASS C STOCK WARRANTS RECEIVABLE CAPITAL COMPENSATION DEFICIT
------- ------- ------- ------ ---------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1992............ $1 $23,611,002 $ (9,283,047)
Stockholder
capital
contributions... 13,351,668
Net loss prior to
reorganization
on December 15,
1993............ (10,784,000)
Reclassification
of undistributed
deficit prior to
reorganization... (20,067,047) 20,067,047
Dividends on
redeemable
preferred
stock........... (97,808)
Accretion on
Senior
redeemable
preferred
stock........... (15,144)
Accretion on Class
A & B common
stock
warrants........ (38,415)
Net loss
subsequent to
reorganization
on December 15,
1993............ (625,000)
------- ------- ------- ------ ---------- ------------ ----------- ------------ ------------
Balance at
December 31,
1993............ -- -- -- 1 -- -- 16,895,623 -- (776,367)
Recapitalization
of common
stock........... $15,791 $ 5,264 (1) (21,054)
Stock issued for
ANG
acquisition..... 1,570 277 $ (77,666) 3,784,530
Net proceeds from
issuance of
common stock
warrants........ $5,338,952
Dividends on
redeemable
preferred
stock........... (2,216,137)
Accretion on
Senior
redeemable
preferred
stock........... (325,147)
Accretion on
Series B
preferred
stock........... (7,968)
Accretion on
Junior preferred
stock........... (15,648)
Accretion on Class
A & B common
stock
warrants........ (820,556)
Net loss.......... (4,762,074)
Stock dividend.... 8,681 2,771 (11,452)
------- ------- ------- ------ ---------- ------------ ----------- ------------ ------------
Balance at
December 31,
1994............ 26,042 8,312 -- -- 5,338,952 (77,666) 20,647,647 -- (8,923,897)
Stock issued for
Cookeville
acquisition..... 95 1,199,905
Deferred option
plan
compensation.... 12,187,508 $(12,187,508)
Option plan
compensation.... 10,803,241
Stock options
exercised....... 90 307,026
Increase in stock
subscription
receivable...... (48,029)
Repayments of
stock
subscription
receivable...... 9,981
Dividends on
redeemable
preferred
stock........... (7,275,516)
Accretion on
Senior
redeemable
preferred
stock........... (332,156)
Accretion on
Series B
preferred
stock........... (325,208)
Accretion on
Junior preferred
stock........... (634,988)
Accretion on Class
A & B common
stock
warrants........ (4,729,338)
Net loss.......... (33,473,290)
------- ------- ------- ------ ---------- ------------ ----------- ------------ ------------
Balance at
December 31,
1995............ $26,227 $ 8,312 $-- $-- $5,338,952 $ (115,714) $34,342,086 $ (1,384,267) $(55,694,393)
======= ====== ===== ====== ========= ========= ========== =========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-5
<PAGE> 100

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993
------------- ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss................................................................ $ (33,473,290) $ (4,762,074) $(11,409,000)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization......................................... 18,719,109 12,403,528 9,350,633
Option plan compensation.............................................. 10,803,241 -- --
Program rights amortization........................................... 1,765,942 820,754 --
Provision for doubtful accounts....................................... 1,098,181 344,706 89,681
Deferred income taxes................................................. (1,280,000) (1,680,000) 2,960,000
(Gain) loss on sale of assets......................................... 145,857 (28,105) (427,397)
Loss on extinguishment of long-term debt.............................. 10,625,727 -- 457,147
Decrease (increase) in accounts receivable............................ (5,255,398) (1,683,664) 470,942
Decrease in prepaid expenses and other current assets................. 608,591 234,301 1,308,404
Decrease (increase) in intangible assets.............................. (1,200,000) -- 175,452
Decrease (increase) in other assets................................... 1,564,822 (392,504) (20,731)
(Decrease) increase in accounts payable and other accrued
liabilities......................................................... 131,529 (313,225) (138,259)
Increase in accrued interest.......................................... 6,707,814 135,683 28,768
------------- ------------ ------------
Net cash provided by operating activities......................... 10,962,125 5,079,400 2,845,640
------------- ------------ ------------
Cash flows from investing activities:
Acquisitions of broadcasting properties................................. (58,510,509) (56,143,061) (32,145,000)
Increase in investments in broadcast properties......................... (19,442,030) -- (1,750,000)
Deposits on broadcasting properties..................................... (2,381,619) (4,291,241) --
Purchases of property and equipment..................................... (25,016,816) (5,916,512) (1,962,553)
Deposits on buildings and equipment..................................... (735,074) (642,890) --
Proceeds from sale of radio broadcasting station........................ -- 200,000 5,010,000
Proceeds from sale of fixed assets...................................... 466,820 -- --
------------- ------------ ------------
Net cash used in investing activities............................. (105,619,228) (66,793,704) (30,847,553)
------------- ------------ ------------
Cash flows from financing activities:
Proceeds from long-term debt, net....................................... 327,539,000 50,000,000 38,100,000
Payments of long-term debt.............................................. (169,722,340) (401,500) (27,001,362)
Accretion of discount on senior subordinated notes...................... 65,911 -- --
Payments of loan origination costs...................................... (15,896,473) (5,030,352) (3,730,836)
Payments for program rights............................................. (1,098,731) (335,646) --
Net proceeds from issuance of redeemable preferred stock................ -- 26,694,761 11,521,955
Net proceeds from issuance of common stock warrants..................... -- 5,338,952 2,125,218
Net stockholder capital contributions................................... -- -- 13,351,668
Proceeds from exercise of common stock options.......................... 307,116 -- --
Increase in stock subscription notes receivable......................... (48,029) -- --
Repayments of stock subscription notes receivable....................... 9,981 -- - --
------------- ------------ ------------
Net cash provided by financing activities......................... 141,156,435 76,266,215 34,366,643
------------- ------------ ------------
Increase in cash and cash equivalents..................................... 46,499,332 14,551,911 6,364,730
Cash and cash equivalents at beginning of year............................ 21,571,658 7,019,747 655,017
------------- ------------ ------------
Cash and cash equivalents at end of year.................................. $ 68,070,990 $ 21,571,658 $ 7,019,747
============ =========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest.................................................. $ 8,292,274 $ 4,765,800 $ 2,321,400
============ =========== ===========
Cash paid for income taxes.............................................. $ -- $ -- $ --
============ =========== ===========
Non-cash operating and financing activities:
Issuance of common stock in connection with the merger with ANG......... $ -- $ 3,786,377 $ --
============ =========== ===========
Issuance of common stock for Cookeville acquisition..................... $ 1,200,000 $ -- $ --
============ =========== ===========
Dividends accreted on redeemable preferred stock........................ $ 7,275,516 $ 2,216,137 $ 97,808
============ =========== ===========
Accretion on redeemable securities...................................... $ 6,021,690 $ 1,169,319 $ 53,559
============ =========== ===========
Issuance of Series B preferred stock.................................... $ -- $ 1,248,209 $ --
============ =========== ===========
Trade and barter revenue................................................ $ 3,068,354 $ 2,619,245 $ 1,001,317
============ =========== ===========
Trade and barter expense................................................ $ 2,604,950 $ 2,426,118 $ 1,029,105
============ =========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-6
<PAGE> 101

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

Paxson Communications Corporation (the "Company"), a Delaware corporation,
was organized in December 1993 for the purpose of owning and operating radio and
television broadcasting stations and networks. In January 1995, the Company
began operating its Infomall Television Network (the "Infomall TV Network" or
"inTV"). The radio broadcasting activities were previously operated by
businesses under common control of Mr. Lowell W. Paxson which were reorganized
into the Company on December 15, 1993, in exchange for Company common stock. The
reorganization was accounted for in a manner similar to the pooling of interests
accounting method which included the operating results prior to December 15,
1993 because the transactions took place among entities under common control.

On April 14, 1994, the Company acquired 68.1% of the common voting stock of
The American Network Group, Inc. ("ANG"), a Nasdaq Small-Cap Market traded
company. The Company has consolidated the financial results of ANG since that
time. On November 4, 1994, ANG stockholders approved the merger of ANG into the
Company through an exchange of common stock, which resulted in the Company's
Class A common stock becoming publicly-held. In connection with the merger with
ANG, the Company amended its capital structure to provide two classes of common
voting stock, Class A common stock and Class B common stock. The per share pro
forma effect of the merger and recapitalization has been presented on the
Company's statement of operations for the two years ended December 31, 1994
based on the weighted average common shares outstanding (Note 15).

Operations

<TABLE>
<CAPTION>
INFOMALL TV NETWORK
<S> <C> <C> <C> <C>
COMMENCEMENT
OF
TV MARKET SERVED(1) STATION OPERATIONS OWNERSHIP
------------------------- -------- ------------ ---------------
Owned or TBA Operated:
Los Angeles, CA........ KZKI-TV 1995 Owned
Philadelphia, PA....... WTGI-TV 1995 Owned
San Francisco, CA...... KLXV-TV 1995 Owned
Boston, MA............. WGOT-TV 1995 Owned
Washington, D.C........ WYVN-TV 1996 Owned
Atlanta, GA............ WTLK-TV 1994 Owned
Houston, TX............ KTFH-TV 1995 Owned
Cleveland, OH.......... WOAC-TV 1995 Time Brokerage
Tampa, FL.............. WFCT-TV 1994 Time Brokerage
Miami, FL.............. WCTD-TV 1994 Time Brokerage
Denver, CO............. KUBD-TV 1995 Time Brokerage
Orlando, FL............ WIRB-TV 1994 Time Brokerage
Hartford, CT........... WTWS-TV 1995 Owned
Dayton, OH............. WTJC-TV 1995 Time Brokerage
</TABLE>

F-7
<PAGE> 102

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PAXSON RADIO
RADIO MARKET SERVED(1) FORMAT
------------------------- ---------
Miami, FL................ WLVE-FM Smooth Jazz 1993 Owned
WZTA-FM Modern Rock 1992 Owned
WINZ-AM News/Sports 1992 Owned
WFTL-AM Talk/Sports 1995 Owned
Tampa, FL................ WHPT-FM Rock AC 1991 Owned
WSJT-FM Smooth Jazz 1995 Owned
WHNZ-AM News/Sports 1991 Owned
WNZE-AM Sports 1994 Owned
Orlando, FL.............. WMGF-FM Soft AC 1992 Owned
WJRR-FM Modern Rock 1992 Owned
WWNZ-AM News 1992 Owned
WWZN-AM Sports 1994 Owned
Jacksonville, FL......... WROO-FM Young Country 1991 Owned
WPLA-FM Alternative Rock 1992 Owned
WNZS-AM Sports 1993 Owned
WZNZ-AM News 1992 Owned
Cookeville, TN........... WGSQ-FM Country 1994 Owned
WPTN-AM Talk 1994 Owned
RADIO NETWORK
-------------------------
Alabama Radio Network.... News 1995 Owned
Florida Radio Network.... News 1993 Owned
South Carolina Radio
Network(2)............. News 1994 Owned
Tennessee Radio
Network................ News 1994 Owned
University of Florida
Sports Network......... Sports 1994 Owned
Miami Sports Network..... Sports 1995 Owned
Penn State Sports
Network................ Sports 1994 Owned
Virginia Tech Sports
Network(2)............. Sports 1994 Owned

PAXSON NETWORK-AFFILIATED
TELEVISION
TV MARKET SERVED(1) AFFILIATION
------------------------- -----------
Owned or TBA Operated:
West Palm Beach, FL...... WPBF-TV ABC 1994 Owned
West Palm Beach, FL...... WTVX-TV Warner/UPN 1995 Time Brokerage
</TABLE>

- ---------------

(1) Each station is licensed by the Federal Communications Commission to serve a
specific community, which is included in the listed market.
(2) The Company sold the South Carolina Radio Network in January 1996 and will
not renew the rights to Virginia Tech Sports Network which will expire in
March 1996.

F-8
<PAGE> 103

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Principles of Consolidation

The consolidated financial statements include accounts of the Company and
its wholly-owned subsidiaries. All intercompany balances and transactions have
been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents are highly liquid investments with original
maturities of three months or less.

On January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", the effect of which was immaterial. At December 31, 1995,
approximately $58 million of debt securities, all classified as held to maturity
and consisting of money market accounts, commercial paper and overnight
repurchase agreements, were included in cash and cash equivalents because they
had original maturities of three months or less.

Property and Equipment

Purchases of property and equipment, including additions and improvements
and expenditures for repairs and maintenance that significantly add to
productivity or extend the economic lives of the assets, are capitalized at cost
and depreciated on a straight-line basis over their estimated useful lives as
follows:

<TABLE>
<S> <C>
Broadcasting towers and equipment..................................... 6-13 years
Office furniture and equipment........................................ 6-10 years
Buildings and building improvements................................... 40 years
Leasehold improvements................................................ Term of lease
Vehicles and other.................................................... 5 years
</TABLE>

Maintenance, repairs, and minor replacements of these items are charged to
expense as incurred.

Intangible Assets

The excess of cost over the fair value of acquired net assets has been
capitalized as goodwill. Intangible assets are being amortized using the
straight-line method over their estimated useful lives as follows (Note 5):

<TABLE>
<S> <C>
FCC licenses.......................................................... 25 years
Covenants not to compete.............................................. Contract term
Favorable lease and other contracts................................... Contract term
Goodwill.............................................................. 25 years
</TABLE>

Investments in Broadcast Properties

Investments in broadcast properties represent the Company's financing of
television and radio station acquisitions by third parties. The Company has
entered into time brokerage agreements ("TBAs") with such third parties for the
television station operations and has written options to purchase certain of the
related station assets and Federal Communications Commission ("FCC") licenses at
various amounts and terms (Notes 7 and 18).

Program Rights

F-9
<PAGE> 104

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

for the program rights acquired and a liability is recorded for the obligation
incurred, at the gross amount of the liability when available to air. Program
rights are amortized on a method that approximates the straight-line basis over
the related term. Program rights which will not be aired are charged to expense.
Current program rights represent programs which will be amortized during the
next year; current liabilities represent program rights which will be paid
within the next year under contractual arrangements (Note 8).

Other Assets

Loan origination costs are stated at cost and are amortized to interest
expense over the life of the loan or agreement using the effective interest
method. Escrow funds represent funds held in escrow on acquisitions pending FCC
approval. Other assets are stated at cost (Note 6).

SFAS 121 Impairment of Long-Lived Assets and Identifiable Intangibles

On January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets To Be Disposed Of", the effect of which was immaterial. The
Company reviews long-lived assets, identifiable intangibles and goodwill and
will reserve for impairment whenever events or changes in circumstances indicate
the carrying amount of the assets may not be fully recoverable.

Minority Interest

Minority interest at December 31, 1994 represented the third party's
limited partner's interest in the radio broadcasting stations located in
Cookeville, Tennessee. The Company purchased this minority interest in 1995
(Note 2).

Stock Subscription Notes Receivable

Stock subscription notes receivable were assumed in conjunction with the
merger with ANG. Stock subscription notes receivable also include employee
receivables issued upon exercise of stock options in conjunction with the
Company's stock incentive plan (Note 12).

Revenue Recognition

Revenue is recognized as advertising air time is broadcast.

Trade and Barter Agreements

The Company enters into trade and barter agreements which give rise to
sales of advertising air time in exchange for products, services and
programming. Sales from trade and barter agreements are recognized at the fair
market value of products, services or programs received as the related
advertising air time is broadcast. Products, services and programs received are
expensed when used or when programs are broadcast. If the Company uses trade
products or services before advertising air time is provided, a trade liability
is recognized. At times, the Company trades air time for property and equipment.

Time Brokerage Agreements

The Company operates certain stations under a time brokerage agreement
("TBA") whereby the Company has agreed to purchase from the broadcast station
licensee certain broadcast time on the station and to provide programming to and
sell advertising on the station during the purchased time. Accordingly, the
Company receives all the revenue derived from the advertising sold during the
purchased time, pays certain expenses of the station and performs other
functions. The broadcast station licensee retains responsibility for

F-10
<PAGE> 105

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ultimate control of the station in accordance with FCC policies. At December 31,
1995, the Company operated seven stations under TBAs which expire from April
1999 through October 2005.

Stock Based Compensation

The Company will adopt Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" ("SFAS 123") during 1996. Upon
adoption of SFAS 123, the Company intends to retain the intrinsic value method
of accounting for stock based compensation and disclose pro forma net loss and
loss per share amounts.

Income Taxes

Provisions are made to record deferred income taxes for items reported in
different periods for financial reporting purposes than for federal and state
income tax purposes. The Company records deferred income taxes using the
liability method in accordance with Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes".

Extraordinary Item

The extraordinary item for the years ended December 31, 1995 and 1993
relates to the write-off of loan origination costs associated with the
extinguishment of certain debt agreements. See a description of the tax effect
in Note 11.

Per Share Data

Per share data for the years ended December 31, 1994 and 1993 give a pro
forma effect to the Company's amended capital structure related to the merger
with ANG and the stock dividend on common shares outstanding on January 1, 1995
(Note 15). Due to net losses, the effect of stock options and warrants is anti-
dilutive and therefore these common stock equivalents are not included in the
calculation of weighted average shares outstanding.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior years' financial
statements to conform with the 1995 presentation.

F-11
<PAGE> 106

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. ACQUISITIONS, INVESTMENTS AND DISPOSITIONS:

Acquisitions and investments:

During 1995 and 1994, the Company acquired the assets of certain broadcast
properties. Purchases were accounted for using the purchase method of accounting
and the financial results of TBA operated stations have been included in the
Company's statement of operations since the commencement of the TBA.
Acquisitions and investments closed subsequent to December 31, 1995 are outlined
in Note 18. Acquisitions, investments and dispositions during 1995 and 1994 are
as follows:

<TABLE>
<CAPTION>
ACQUISITION PRICE/
STATION/ INVESTMENT
ACQUISITION/TBA DATE NETWORK MARKET (1) AMOUNT(2)
- -------------------- ------------------------------------ -------------------- ------------------
<S> <C> <C> <C>
Owned:
October 1995 WYVN-TV(3) Washington, D.C. $ 1,900,000
June 1995 KLXV-TV San Francisco, CA 5,000,000
June 1995 WFTL-AM Miami, FL 2,000,000
May 1995 KZKI-TV Los Angeles, CA 18,000,000
May 1995 WGOT-TV Boston, MA 3,050,000
July/March 1995 KTFH-TV Houston, TX 7,900,000
March 1995 WTWS-TV Hartford, CT 2,700,000
March/February 1995 WSJT-FM Tampa, FL 4,675,000
February 1995 WTGI-TV Philadelphia, PA 10,200,000
January 1995 Alabama Radio Network Alabama 750,000
August 1994 WNZE-AM Tampa, FL 1,100,000
December 1994 WWZN-AM Orlando, FL 1,550,000
July 1994 WPBF-TV West Palm Beach, FL 32,500,000
July/April 1994 WTLK-TV Atlanta, GA 9,500,000
April 1994 WGSQ-FM(4) Cookeville, TN --
April 1994 WPTN-AM(4) Cookeville, TN --
April 1994 Florida Sports Network(5) Florida --
April 1994 Tennessee Radio Network(5) Tennessee --
April 1994 South Carolina Radio Network(5)(6) South Carolina --
April 1994 Penn State Sports Network(5) Pennsylvania --
April 1994 Virginia Tech Sports Network(5)(6) Virginia --
April 1994 Georgia Sports Network(5) Georgia --

TBA Operated:
October 1995 WOAC-TV(7) Cleveland, OH --
October 1995 WTJC-TV(7) Dayton, OH 3,500,000
August 1995 KUBD-TV(7) Denver, CO 6,500,000
August 1995 WTVX-TV(7) West Palm Beach, FL --
December 1994 WIRB-TV Orlando, FL 3,800,000
August 1994 WFCT-TV(7) Tampa, FL 1,120,000
April 1994 WCTD-TV(7)(8) Miami, FL 3,300,000
</TABLE>

- ---------------
(1) Each station is licensed by the FCC to serve a specific community, which is
included in the listed market.
(2) Represents the purchase price paid by the Company for owned stations or the
initial amount of financing provided to the broadcast station licensee for
TBA operated stations with outstanding financings at December 31, 1995. The
outstanding financings at December 31, 1995 are reflected in investments in
broadcast properties (Note 7).
(3) Station is not currently on the air.

F-12
<PAGE> 107

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(4) A minority interest was acquired in connection with the merger with ANG
(Note 1). The remaining interest was purchased during 1995 for
approximately $3.4 million which consisted of cash paid, stock issued and
the forgiveness of outstanding debt.
(5) Acquired in conjunction with the merger with ANG (Note 1).
(6) The Company sold the South Carolina Radio Network in January 1996 and will
not renew the rights to Virginia Tech Sports Network which will expire in
March 1996. (Note 3)
(7) The Company currently holds an option to purchase the station from the
licensee (Note 7).
(8) Investment amount reflects the price paid by the Company for fixed assets
acquired.

Dispositions:

During 1995, the Company abandoned certain ancillary operations and did not
renew the rights to the Georgia Sports Network. The Company included the results
of operations of an aggregate net loss of $799,000 in the consolidated statement
of operations for such abandoned operations. During 1994, the Company disposed
of the assets of WWZN-AM for $300,000, resulting in a gain on disposition of
approximately $28,000. During 1993, the Company disposed of the assets of
WWNZ-FM for $5,010,000, resulting in a gain on disposition of approximately
$427,000.

Pro Forma (unaudited):

The Company's results of operations for the years ended December 31, 1995
and 1994 include the results of operations for acquisitions and investments in
broadcast properties from their respective dates of commencement. The following
unaudited pro forma statement of operations data give effect to significant
business acquisitions, investments or dispositions since January 1, 1994 as if
they had occurred on January 1, 1994. In addition, depreciation and amortization
has been increased each period to reflect initial purchase price allocation on
all acquisitions and investments (whether businesses or assets), and interest
expense on associated debt financing as if such transactions and debt had
occurred on January 1, 1994.

<TABLE>
<CAPTION>
PRO FORMA
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------

1995 1994
------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Revenues.......................................................... $108,106,000 $ 79,595,000
=========== ===========
Loss from operations.............................................. $ (7,612,000) $ (6,054,000)
=========== ===========
Loss before extraordinary item.................................... $(35,289,000) $(34,052,000)
=========== ===========
Net loss attributable to common stock............................. $(59,212,000) $(57,143,000)
=========== ===========
Net loss per share attributable to common stock................... $ (1.72) $ (1.71)
=========== ===========
Pro forma weighted average shares outstanding..................... 34,429,517 33,430,116
=========== ===========
</TABLE>

3. CERTAIN TRANSACTIONS:

The Company enters into and maintains certain operating and financing
transactions with related parties as described below.

Christian Network, Inc.

The Company has entered into several agreements with The Christian Network,
Inc. and certain of its for profit subsidiaries (individually and collectively
referred to herein as "CNI"). The Christian Network, Inc. is

F-13
<PAGE> 108

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

a section 501(c)(3) not-for-profit corporation to which Mr. Paxson was a
substantial contributor and was a director.

Investment in Broadcast Properties. At December 31, 1995, the Company had
investments in broadcast properties of $16,481,345 related to the Company's
financing of certain broadcasting acquisitions for CNI. In conjunction with
these financings, the Company has obtained TBAs with these stations and has
obtained options to purchase certain of these stations (Note 7).

KLDT-TV. During 1995, in connection with CNI securing the rights to
acquire television station KLDT-TV in Dallas, Texas and, prior to such
acquisition, operate the station pursuant to a TBA, Mr. Paxson initially loaned
CNI $1,000,000 to make a deposit in respect to such acquisition and guaranteed
the obligations of CNI under the purchase agreement and the TBA. On January 9,
1996, the Company purchased such note from Mr. Paxson at its face value.

CNI Agreement. The Company and CNI entered into an agreement in May 1994
(the "CNI Agreement") under which the Company agreed that, if the tax exempt
status of CNI were jeopardized by virtue of its relationships with the Company
and its subsidiaries, the Company would take certain actions to try and ensure
that CNI's tax exempt status would no longer be so jeopardized. Such steps could
include, but not be limited to, rescission of one or more transactions or
payment of additional funds by the Company. The Company believes that all of its
agreements with CNI have been on terms at least as favorable to CNI as it would
obtain in arm's length transactions. The Company intends any future agreements
with CNI to be at least as favorable to CNI as CNI would obtain in arm's length
transactions. Accordingly, if the Company's activities with CNI are consistent
with the terms governing their relationship, the Company believes that it will
not be required to take any actions under the CNI Agreement. However, there can
be no assurance that the Company will not be required to take any actions under
the CNI Agreement at a material cost to the Company.

WFCT-TV Transactions. On December 17, 1993, Bradenton Broadcast
Television, Ltd. ("BBTC") entered into an agreement whereby CNI would make
available to BBTC up to $3,120,000 for certain expenses in connection with the
redemption of a limited partnership interest in BBTC and the construction of
television station WFCT-TV, Bradenton, Florida (the "BBTC Loan Agreement"). In
connection with the loan, BBTC granted to CNI an irrevocable, exclusive option
to purchase the assets owned by BBTC that are used or useful in the construction
or operation of WFCT-TV, including the license issued by the FCC for WFCT-TV,
subject to the satisfaction of certain conditions and the receipt of necessary
regulatory approvals. CNI's option may be exercised, subject to the prior
approval of the FCC, at any time during the ten year period beginning on the
first anniversary of the completion of construction of WFCT-TV. The price
payable to BBTC upon exercise of the option is $91,000 in cash and the
forgiveness of all outstanding indebtedness under the loan of $1,120,000.
WFCT-TV commenced broadcasting operations on August 1, 1994. The Company leases
certain broadcasting assets to BBTC for fees of $60,000 per annum. Additionally,
the Company entered into a partial TBA with BBTC and CNI, whereby the Company
purchases up to twelve hours per day of broadcasting time from BBTC for a
monthly fee of approximately $3,500. In connection with the foregoing
transactions, Mr. Paxson agreed to lend CNI up to $3,120,000 to fund the loan to
BBTC. On June 15, 1994, CNI and BBTC revised the BBTC Loan Agreement to reduce
the maximum amount of the loan from $3,120,000 to $1,400,000, and to provide
that BBTC lease rather than purchase the equipment and related tangible personal
property required to construct WFCT-TV from the Company. Mr. Paxson assigned his
rights and interests in the CNI loan to the Company in the amount of $1,120,000
(representing the then outstanding principal balance owed by CNI), and CNI
agreed that the maximum principal amount of the loan would be reduced from
$3,120,000 to $1,400,000. On June 15, 1994, CNI assigned to the Company the
option to acquire the WFCT-TV assets from CNI for $191,000 after CNI exercises
its option to purchase such assets from BBTC. On June 15, 1994, CNI assigned to
the Company its rights and interests under the TBA to provide up to twelve hours
per day of programming on WFCT-TV.

F-14
<PAGE> 109

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Worship Channel Studio. On January 1, 1993, Mr. Paxson agreed to lend CNI
up to $2,500,000 to fund CNI's acquisition of certain equipment and related
tangible property used in the production of television programming. Mr. Paxson
assigned his rights and interests under the loan to the Company, in
consideration for the Company's promissory note in the principal amount of
$2,500,000, which the Company subsequently repaid. In accordance with the terms
of an agreement dated as of June 15, 1994, CNI sold to the Company CNI's
production assets in consideration for the cancellation of CNI's $2,500,000
promissory note held by the Company. CNI and the Company have also contracted,
effective as of August 1, 1994, for Paxson-66 to lease CNI's television
production and distribution facility to the Company for the purpose of producing
television programming for the Infomall TV Network.

Airplane

During 1994, the Company purchased an aircraft for $250,000 from a company
controlled by Mr. Paxson. The Company believes that the terms of such
transaction were at least as favorable as they would have been if obtained in an
arm's length transaction with an unaffiliated third party.

Whitehead Media, Inc.

The Company initially financed the acquisition by Whitehead Media, Inc.
("Whitehead Media") of WTVX-TV and WOAC-TV. Whitehead Media subsequently
obtained financing from Banque Paribas, an affiliate of a holder of the
Company's Junior preferred stock, the proceeds of which were used to repay the
debt owed by Whitehead Media to the Company and will be used to fund Whitehead
Media's acquisition of WNGM-TV. The third party financing provided to Whitehead
Media is unconditionally guaranteed by Mr. Paxson and Second Crystal Diamond,
Limited Partnership ("Second Crystal") an affiliate controlled by Mr. Paxson and
through which he beneficially owns and controls a substantial portion of the
Company's Class A common stock and Class B common stock. Such guarantees are
secured by a pledge of a significant portion of Second Crystal's Class A common
stock. The Company is permitted to operate stations WTVX-TV and WOAC-TV pursuant
to TBAs and as a result of the third party financing to Whitehead Media has an
option to purchase each of such stations, which options to purchase would
otherwise be prohibited under FCC rules and regulations because each of such
stations serves a market in which the Company has or will own another television
station.

Home Shopping Network, Inc.

In connection with the departure in 1990 of Mr. Paxson from Home Shopping
Network, Inc. ("HSN"), he executed a consulting agreement containing various
restrictions upon activities by him that might be considered competitive with
HSN, including activities as an investor in competitive and other enterprises.
Although Mr. Paxson's consulting services to HSN terminated in 1994, certain of
the restrictions survived. As the Company's business evolved, the possible
effect of the consulting agreement upon Mr. Paxson's role as the Company's chief
executive officer and controlling stockholder became unclear. The Company
considered it advisable to eliminate doubts concerning, among other matters, Mr.
Paxson's role as a chief executive officer and controlling stockholder as the
Company's business developed, and the scope of HSN's rights under the consulting
agreement. Accordingly, on August 25, 1995, the Company and Mr. Paxson agreed
with HSN to, among other things, terminate HSN's rights under the consulting
agreement in consideration of a payment to HSN by the Company of $1,200,000. In
conjunction with this transaction Mr. Paxson advanced $1,200,000 to the Company
in the form of a note bearing interest at 6%. The Company repaid the note in
October 1995. Shortly before the transaction with HSN, Mr. Paxson agreed with
the Company that upon termination of HSN's rights under the consulting
agreement, he will not compete with the Company for a period ending on

F-15
<PAGE> 110

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 1999 (the date that the HSN consulting agreement would have
otherwise terminated) or the date of a change in control (as defined with
respect thereto) of the Company. An intangible asset has been recorded for
$1,200,000 which will be amortized through maturity of the agreement.

Todd Communications, Inc.

In 1993, Mr. Paxson contributed to the Company, a demand note receivable in
the amount of $1,750,000 from Todd Communications, Inc. ("Todd Communications"),
a company which owns WFSJ-FM (St. Augustine, Florida) and is beneficially owned
by a member of Mr. Paxson's family. The note receivable accrues interest at the
short-term annual applicable federal rate prescribed by the Internal Revenue
Service with the balance of principal and interest due upon demand. Interest
income recognized related to the note aggregated approximately $110,000, $70,900
and $6,560 for the years ended December 31, 1995, 1994 and 1993, respectively.
The Company also performs limited sales support and administrative functions for
Todd Communications under a joint sales agreement. Todd Communications is billed
for efforts expended on terms comparable to those generally available from
unaffiliated third parties (Note 18).

World Travelers Network

On January 1, 1996, Mr. Paxson purchased the assets of the World Travelers
Network from the Company at their net book value of approximately $70,000.

South Carolina Radio Network

Effective January 1, 1996, Mr. Paxson purchased the assets of the South
Carolina Radio Network from the Company at their net book value of approximately
$45,000. Mr. Paxson subsequently sold such assets to a third party for $150,000,
with the excess over $45,000 being paid to the Company in accordance with the
parties' agreement.

Board of Directors

The Company has entered into transactions with certain members of its Board
of Directors.

Communications Equity Associates, Inc. ("CEA"). The Chairman of the Board
and Chief Executive Officer of CEA has been a director of the Company since
February 1995. The Company engaged CEA as a financial advisor in connection with
certain private placements and various other lending relationships. Fees paid to
CEA for these services totaled approximately $1,300,000, $1,855,000 and
$1,060,000 for the years ended December 31, 1995, 1994 and 1993, respectively.

Stockholder Agreements. Certain redeemable preferred stock and common
stock warrants are held by entities controlled by Mr. Paxson and entities which
are affiliates of two directors of the Company (Notes 13 and 14).

S. William Scott. S. William Scott, a director of the Company since
February 1995, has an arrangement with the Company to provide consulting
services to the Company with respect to the development of its news programming
for its radio and television broadcast business and its radio network business.
Mr. Scott was paid approximately $80,000, $84,000 and $84,000 for such services
during the years ended December 31, 1995, 1994 and 1993, respectively.
Additionally, Mr. Scott received benefits under the Company's health and
benefits plan and was granted options to purchase 10,000 shares of stock under
the Company's stock incentive plan.

F-16
<PAGE> 111

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY AND EQUIPMENT:

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1995 1994
------------ ------------
<S> <C> <C>
Broadcasting towers and equipment......................... $ 70,179,364 $ 39,445,071
Office furniture and equipment............................ 8,370,232 5,075,412
Buildings and leasehold improvements...................... 9,447,395 4,302,476
Land and land improvements................................ 7,418,039 3,142,532
Vehicles and other........................................ 4,851,576 3,877,851
------------ ------------
100,266,606 55,843,342
Accumulated depreciation.................................. (20,407,526) (10,492,912)
------------ ------------
Property and equipment, net............................... $ 79,859,080 $ 45,350,430
=========== ===========
</TABLE>

Depreciation expense aggregated $10,083,135, $5,433,038 and $2,804,157 for
the years ended December 31, 1995, 1994 and 1993, respectively.

5. INTANGIBLE ASSETS:

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1995 1994
------------ ------------
<S> <C> <C>
FCC licenses.............................................. $ 76,313,074 $ 42,332,125
Covenants not to compete.................................. 14,502,375 11,811,375
Favorable lease and other contracts....................... 6,801,433 6,514,507
Goodwill.................................................. 9,444,500 7,819,778
------------ ------------
107,061,382 68,477,785
Accumulated amortization.................................. (22,743,235) (15,126,818)
------------ ------------
Intangible assets, net.................................... $ 84,318,147 $ 53,350,967
=========== ===========
</TABLE>

Amortization expense related to intangible assets aggregated $7,621,848,
$5,940,575 and $5,927,744 for the years ended December 31, 1995, 1994 and 1993,
respectively.

6. OTHER ASSETS:

Other assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Loan origination costs...................................... $10,722,939 $ 7,739,288
Escrow funds for station acquisitions....................... 6,672,860 4,291,241
Deposits on building and equipment.......................... 1,377,964 642,890
Organization costs.......................................... 768,307 407,672
Other assets................................................ 917,361 1,708,638
----------- -----------
20,459,431 14,789,729
Accumulated amortization.................................... (562,737) (1,711,383)
----------- -----------
Other assets, net........................................... $19,896,694 $13,078,346
========== ==========
</TABLE>

F-17
<PAGE> 112

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Amortization expense related to other assets aggregated $1,014,126,
$1,029,915 and $618,732 for the years ended December 31, 1995, 1994 and 1993,
respectively.

Loan origination costs of $10,625,727 associated with debt extinguished
through proceeds from the senior subordinated notes are reflected in the 1995
statement of operations as an extraordinary item.

7. INVESTMENTS IN BROADCAST PROPERTIES:

Investments in broadcast properties represent the Company's financing of
broadcasting asset acquisitions by third party licensees, including CNI and Todd
Communications (Note 3). In conjunction with the financings, the Company has
obtained the right to provide programming for the related stations pursuant to
TBAs and has obtained options to purchase certain stations. Interest rates range
from LIBOR plus 1/2% (6.18% at December 31, 1995) to 12 1/8% with loans
maturing in five to seven years. Unpaid principal balances will be applied
toward the acquisition cost upon exercise of purchase options. The Company
records interest on certain investments as received. Investments in broadcast
properties at December 31, 1995 consist of:

<TABLE>
<CAPTION>
INVESTMENT OPTION OPTION
INVESTMENT TO/STATION AMOUNT EXPIRATION PRICE
----------------------------------------------- ----------- ------------- --------
<S> <C> <C> <C>
CNI: $16,481,345
WTJC-TV(1)*.................................. October 2005 $100,000
WFCT-TV(1)*.................................. December 2003 191,000
WCTD-TV(1)(2)*............................... April 1999 100,000
KUBD-TV(1)*.................................. August 2005 100,000
WCEE-TV(1)(3)*............................... January 2006 100,000
WIRB-TV...................................... -- --
WHITEHEAD MEDIA:
WOAC-TV(4)................................... December 2000 1,000
WTVX-TV(4)................................... December 2000 1,000
TODD COMMUNICATIONS: 1,750,000
WFSJ-FM...................................... -- --
OTHER: 2,960,685
WRMY-TV(5)................................... -- --
WHBI-TV(6)................................... -- --
WACC-AM(7)................................... -- --
-----------
$21,192,030
==========
</TABLE>

- ---------------

(1) Upon exercise of the option, the Company will apply the unpaid principal
balance towards the acquisition price.
(2) Upon exercise of the option, the Company will repay the remaining principal
balance on a third party note payable (Note 3).
(3) Purchase transaction consummated in 1996. Investment at December 31, 1995
represents initial advances.
(4) The Company initially financed the acquisition which was subsequently repaid
(Note 3). In addition to the option price, the Company will pay Whitehead
Media $500,000 for each station, plus the value of the station based upon
certain calculations.
(5) Investment represents financings for the construction of the station in
1996. Upon consummation of the transaction, the Company will have acquired a
40% interest in the station for $1,500,000.
(6) The station is not currently on the air. The investment relates to financed
expenditures for the build-out of the station.
(7) The Company has an option to purchase a 49% interest in exchange for its
initial advance to this station.
* The Company intends to exercise these options which became permissible with
the recent enactment of the Telecommunications Act of 1996.

F-18
<PAGE> 113

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. PROGRAM RIGHTS:

Program rights relate to the broadcast operations of Paxson
Network-Affiliated Television stations as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Program rights.............................................. $ 4,290,715 $ 3,045,642
Accumulated amortization.................................... (2,493,357) (820,754)
----------- -----------
1,797,358 2,224,888
Less current program rights................................. (1,412,544) (1,980,000)
----------- -----------
Program Rights, net......................................... $ 384,814 $ 244,888
========== ==========
</TABLE>

Program rights amortization expense aggregated $1,765,942, $820,754 and $0
for the years ended December 31, 1995, 1994 and 1993, respectively.

Program rights payable represent the obligation incurred to secure the
right to broadcast program material in accordance with related contractual
agreements. Future minimum annual payments under these contractual agreements as
of December 31, 1995, are as follows:

<TABLE>
<CAPTION>
BROADCAST RIGHTS BARTER RIGHTS TOTAL
PAYMENTS EXPIRATION RIGHTS
---------------- ------------- ----------
<S> <C> <C> <C>
1996............................................ $1,139,402 $ 310,200 $1,449,602
1997............................................ 235,853 -- 235,853
1998............................................ 196,897 -- 196,897
---------------- ------------- ----------
$1,572,152 $ 310,200 $1,882,352
============ ========== =========
</TABLE>

9. LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Revolving credit loans, total commitment of $150,000,000,
interest at LIBOR plus 2.75%, extinguished in September
1995...................................................... $ -- $82,000,000
Revolving credit facility, total commitment of $100,000,000,
interest at LIBOR plus 3.25% (8.93% at December 31,
1995)..................................................... 10,000,000 --
Mortgage note payable, $200,055 principal, interest at 10%,
principal and interest payment of $3,000 due monthly
through April 1999, remaining balance due April 1999...... 184,705 200,055
Mortgage note payable, $825,000 principal, interest at
8.83%, principal and interest payment of $8,284 due
monthly from June 1995 to May 2010........................ 812,083 --
</TABLE>

F-19
<PAGE> 114

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Notes payable, $2,155,000 aggregate principal, interest at
8% to 9.325%, aggregate principal and interest payments of
$41,646 due monthly, maturing at varying dates through
April 2001, secured by purchased assets................... $ 1,917,826 --
Mortgage note payable, $211,000 principal, interest at
9.75%, extinguished in August 1995........................ -- $ 206,902
----------- -----------
12,914,614 82,406,957
Less current portion........................................ (430,590) (6,393,415)
----------- -----------
$12,484,024 $76,013,542
========== ==========
</TABLE>

In September 1995, the Company extinguished its $150,000,000 revolving
credit agreement utilizing proceeds from the issuance of senior subordinated
notes. Additionally during 1995, the Company executed and subsequently
extinguished a $75,000,000 revolving credit agreement utilizing proceeds from
the issuance of senior subordinated notes (Note 10).

On December 19, 1995, the Company executed a $100,000,000 senior secured
revolving credit facility. The aggregate revolving commitment under the credit
facility will decrease by $10 million on December 31, 1997 and by $3.75 million
to $7.5 million each subsequent quarter thereafter until the termination of the
credit facility on June 30, 2002. Borrowings under the revolving credit facility
will bear interest at a rate equal to, at the option of the Company, either (i)
the base rate (which is defined as the higher of 1/2% plus the Federal Funds
rate or the prime rate most recently announced by the agent under the credit
facility) or (ii) LIBOR, in each case plus an applicable margin determined by
reference to the ratio of total debt to cash flow of the Company. Interest on
the current amounts drawn under the facility accrues at an initial rate of LIBOR
plus 3.25%. This revolving credit facility is secured by substantially all of
the Company's assets (as well as a negative pledge on all real property
interests) and subsidiary guarantees.

The reducing revolving credit facility contains a number of covenants that
restrict, among other things, the Company's ability to incur additional
indebtedness, incur liens, make investments, pay dividends or make other
restricted payments, consummate certain asset sales, consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of
substantially all of the assets of the Company. Prior to making any advance
under the new credit facility, the Company will be required to be in compliance
with all financial and operating covenants. Certain acquisitions to be funded
under the new credit facility are expected to require approval by 66 2/3% of the
lenders thereunder. The lenders under the new credit facility will be paid a
commitment fee at the rate of 0.5% per year on unused commitments, payable
quarterly.

Aggregate maturities of long-term debt at December 31, 1995 are as follows:

<TABLE>
<S> <C>
1996........................................................ $ 430,590
1997........................................................ 482,952
1998........................................................ 503,993
1999........................................................ 636,785
2000........................................................ 220,372
Thereafter.................................................. 10,639,922
-----------
$12,914,614
==========
</TABLE>

F-20
<PAGE> 115

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. SENIOR SUBORDINATED NOTES:

On September 28, 1995, the Company issued $230,000,000 of senior
subordinated notes (the "Notes") at a discount, netting proceeds of $227,309,000
to the Company. The Company accretes the original issue discount over the term
of the Notes using the effective interest method. At December 31, 1995, the
discount was $2,625,089. Interest on the Notes accrues at 11.625% to yield an
effective rate of 11.875%. Interest payments are payable semiannually on each
April 1 and October 1, commencing on April 1, 1996. The principal balance is due
at maturity on October 1, 2002. As part of the Note agreement, the Company filed
a registration statement relating to the Notes with the Securities and Exchange
Commission (the "SEC"), and commenced an offer to exchange the registered notes
for the Notes beginning January 24, 1996.

The Notes contain certain covenants which, among other things, restrict
additional indebtedness, payment of dividends, stock issuance of subsidiaries,
certain investments and transfers or sales of assets, and provide for the
repurchase of the Notes in the event of a change in control of the Company. The
Notes are general unsecured obligations of the Company subordinate in right of
payment to all existing and future senior indebtedness of the Company and senior
in right to all future subordinated indebtedness of the Company.

The Notes become redeemable at the option of the Company on October 1,
1999, 2000 and 2001 at a redemption price of 104%, 102% and 100%, respectively,
of the outstanding principal amount, plus accrued interest. Additionally, the
Company may redeem up to 25% of the original principal amount of the Notes with
proceeds from certain sales of Company stock or assets at any time prior to
October 1, 1998 at a redemption price of 110% of the outstanding principal
amount, plus accrued interest. There are no mandatory redemption requirements.

11. INCOME TAXES:

Prior to the reorganization and consolidation on December 15, 1993, the
Company's businesses operated in the form of partnerships and S corporations for
federal and state income tax purposes. Therefore, all income and losses prior to
that date were taxed at the partner and stockholder level and no provision for
income taxes was recorded.

As a result of the reorganization and consolidation on December 15, 1993,
the tax status of the Company changed to a taxable entity. Reflected in the 1993
tax provision for continuing operations is the cumulative difference between the
tax bases and book bases of assets and liabilities arising prior to this date.
Significant components of the (benefit) provision for income taxes are as
follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------
1995 1994 1993
----------- ----------- ----------
<S> <C> <C> <C>
Current tax expense
Federal.................................... $ -- $ -- $ --
State...................................... -- -- --
----------- ----------- ----------
Total current...................... -- -- --
----------- ----------- ----------
Deferred tax (benefit) expense
Federal.................................... (1,152,000) (1,503,200) 2,674,000
State...................................... (128,000) (176,800) 286,000
----------- ----------- ----------
Total deferred..................... (1,280,000) (1,680,000) 2,960,000
----------- ----------- ----------
Total (benefit) provision.......... $(1,280,000) $(1,680,000) $2,960,000
========== ========== =========
</TABLE>

F-21
<PAGE> 116

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred tax assets and deferred tax liabilities reflect the tax effect of
the following differences between financial statement carrying amounts and tax
bases of assets and liabilities:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1995 1994
------------ -----------
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts........................ $ 385,000 $ 194,940
Net operating loss carryforwards....................... 13,599,000 4,126,507
Deferred compensation.................................. 3,725,000 --
------------ -----------
17,709,000 4,321,447
Deferred tax asset valuation allowance for net
operating loss carryforwards and deferred
compensation........................................ (15,009,000) (4,126,507)
------------ -----------
Deferred tax assets, net............................... 2,700,000 194,940
Deferred tax liabilities:
Tax over book depreciation and amortization............ (2,700,000) (1,474,940)
------------ -----------
Total.......................................... $ -- $(1,280,000)
=========== ==========
</TABLE>

A valuation allowance has been provided when management believes it is more
likely than not that a portion of the deferred tax asset will not be realized. A
portion of the net operating losses were acquired in the acquisition of ANG.
Future recognition of the benefit from these acquired losses will be applied
first to reduce goodwill related to the acquisition, then to reduce other
non-current intangible assets related to the acquisition and then to reduce
income tax expense.

The Company and its subsidiaries have filed consolidated tax returns for
all periods subsequent to December 15, 1993.

A pro forma provision for income taxes to reflect the effect on the
statement of operations for the year ended December 31, 1993 had the Company's
business operations filed a consolidated income tax return for 1993, prior to
December 15, 1993, would result in a tax benefit of approximately $3,159,000 for
net operating losses and a corresponding valuation allowance resulting in no pro
forma provision for income taxes.

The reconciliation of income tax benefit attributable to continuing
operations, computed at U.S. Federal Statutory tax rates, to the provision for
income taxes is:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------------------
1995 1994 1993
------------ ----------- -----------
<S> <C> <C> <C>
Tax benefit at U.S. Federal Statutory tax
rates........................................ $(11,417,000) $(2,190,305) $(2,717,230)
State income tax benefit, net of federal tax... (1,343,000) (257,682) (290,104)
Tax benefits attributable to losses recognized
for book purposes in periods that the Company
operated as non-taxable entities............. -- -- 3,397,783
Deferred taxes attributable to income
recognized on accrual basis for book
purposes, in period that the Company operated
as non-taxable entities, but recognized for
tax purposes after reorganization............ -- -- 2,334,364
Non-deductible items........................... 597,000 83,000 --
Valuation allowance............................ 10,883,000 684,987 235,187
------------ ----------- -----------
(Benefit) provision for income taxes........... $ (1,280,000) $(1,680,000) $ 2,960,000
=========== ========== ==========
</TABLE>

F-22
<PAGE> 117

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The extraordinary items relate to debt retirements. The 1993 retirements
occurred in the period before the Company reorganized on December 15, 1993, were
taxable at the stockholder level and, accordingly, are not tax affected. No tax
effect has been included related to the 1995 debt retirement as the
extraordinary item is included in the Company's net operating loss carryforward
for which a valuation allowance has been provided.

The Company has net operating loss carryforwards for income tax purposes
subject to certain carryforward limitations of approximately $35,700,000 at
December 31, 1995 expiring through 2010. A portion of the net operating losses
relate to ANG and are limited to annual utilization as a result of the change in
ownership.

12. EMPLOYEE BENEFIT PLANS AND EMPLOYMENT AGREEMENTS:

Savings and Profit Sharing Plan

The Company has retirement savings and cafeteria plans pursuant to Sections
401(k) and 125 of the Internal Revenue Code which cover substantially all of the
Company's employees. Employer contributions to the retirement savings plan are
discretionary. The Company elected not to make retirement savings contributions
for the three plan years ended December 31, 1995. Under the cafeteria plan,
employees may elect to participate in health, dental, life and disability
insurance benefit plans funded through employee payroll deductions.

Stock Incentive Plan

In November 1994, the Company established the Stock Incentive Plan (the
"Plan") to provide incentives to officers and other employees through the
issuance of options and restricted stock. The number of options, exercise prices
and exercise dates granted under the Plan are at the discretion of the Company's
Compensation Committee and may be in the form of either incentive or
non-qualified stock options or awards of restricted stock. At December 31, 1995,
301,370 shares of Class A common stock were available for issuance under the
Plan. When options are granted, a non-cash charge representing the difference
between the exercise price and the fair market value of the vested options on
the date of grant is recorded as option plan compensation expense. For the year
ended December 31, 1995, the Company recognized approximately $10,800,000 of
option plan compensation expense and expects to recognize approximately an
additional $1,400,000 of expense over the next five years as such options vest.

At December 31, 1995, 49 employees had been granted options under the Plan
pursuant to a five-year vesting cycle commencing retroactively to the employee's
date of employment or exercisable in full at the date of grant. At December 31,
1995, approximately 1,100,000 shares were vested and fully exercisable. In
January 1996, 10,000 options were granted at $3.42 per option and 8,928 were
granted at $0.01 per option. All options granted expire over a ten year period.
Transactions under the Plan are as follows:

<TABLE>
<CAPTION>
NUMBER OF PRICE PER
OPTIONS OPTION
--------- ---------
<S> <C> <C>
Outstanding, December 31, 1994........................................... -- --
Granted.................................................................. 1,847,005 $3.42
Forfeited................................................................ (4,800) 3.42
Exercised................................................................ (89,800) 3.42
---------
Outstanding, December 31, 1995........................................... 1,752,405
========
</TABLE>

Employment Agreements

Mr. Paxson is employed under an employment agreement providing for him to
be employed through December 31, 1999, unless sooner terminated. The agreement
provides that Mr. Paxson's salary will be

F-23
<PAGE> 118

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$385,000 in 1996, $423,500 in 1997, $465,850 in 1998 and $500,000 in 1999. In
addition to his base salary, Mr. Paxson may receive an annual bonus at the
discretion and in an amount set by members of the Compensation Committee that
are not employees of the Company.

The Company has other employment agreements with individuals under which
the individuals are paid a base salary and may receive annual incentives based
on revenue amounts and stock options based on the cash flow of the stations they
manage.

13. REDEEMABLE PREFERRED STOCK:

Redeemable Senior Preferred Stock

Redeemable Senior preferred stock was originally issued with 225 detachable
redeemable common stock purchase warrants on December 15, 1993 in exchange for
$14,000,000. The holder of preferred stock is entitled to preferential
cumulative dividends at a rate of 15% of the liquidation price, per annum,
payable quarterly commencing on December 31, 1993. On January 1 of each year,
accrued and unpaid dividends are added to the liquidation price of the stock.
The holders of the Senior preferred stock, voting as a class, are entitled to
elect 25% of the Company's Board of Directors.

The Senior preferred stock is redeemable, at the option of the holder, on
or after the seventh anniversary of the issue date (December 15, 2000) at $7,000
per share plus accrued and unpaid dividends to date. The shares may also be
redeemed, at the option of the Company, on or after the fourth anniversary of
the issue date (December 15, 1997) at $7,000 per share plus accrued and unpaid
dividends to date. The shares also provide redemption features in the event of
certain changes in ownership control of the Company, bankruptcy, and twelve
month dividend arrearages after the fifth anniversary of the issue date
(December 15, 1998).

Cumulative preferred dividends in arrears aggregated $4,644,352 and
$2,197,808 at December 31, 1995 and 1994, respectively.

Redeemable Series B Preferred Stock

Redeemable Series B preferred stock was issued on December 22, 1994 as a
result of the exercise of 94.6223 detachable redeemable common stock purchase
warrants into 1,310,779 shares of Class A common stock and 436,926 shares of
Class B common stock which were then surrendered for Series B preferred stock.
The holder of Series B preferred stock is entitled to cumulative dividends at a
per annum rate of 15% per share, payable quarterly commencing on December 31,
1994. On January 1 of each year, accrued and unpaid dividends are added to the
liquidation price of the stock. Series B preferred stock ranks prior to all
classes of Junior preferred stock.

The Series B preferred shares are redeemable, at the option of the holder,
on or after December 15, 2000 at $7,000 per share plus accrued and unpaid
dividends to date. The shares may also be redeemed at the option of the Company,
on or after December 15, 1997 at $7,000 per share plus accrued and unpaid
dividends to date.

Cumulative Series B preferred dividends in arrears aggregated $771,269 and
$18,493 at December 31, 1995 and 1994, respectively.

Redeemable Junior Preferred Stock

Redeemable Junior preferred stock was issued with 4,853,628 detachable
Class C common stock warrants (after giving effect to the stock dividend during
January 1995) on December 22, 1994 in exchange for $33,000,000. The holder of
Junior preferred stock is entitled to cumulative dividends at a rate of 12% per
annum prior to the seventh anniversary of the issue date (December 22, 2001),
13% per annum from the seventh through the eighth anniversary of the issue date
(December 22, 2002), and 14% per annum after the

F-24
<PAGE> 119

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

eighth anniversary of the issue date. Semi-annual dividend payments are required
commencing December 31, 1999.

The Junior preferred shares are redeemable, at the option of the Company,
at $1,030 plus unpaid, deferred, and accrued dividends prior to the third
anniversary of the issue date (December 22, 1997), $1,020 plus unpaid, deferred,
and accrued dividends after the third and prior to the fourth anniversary of the
issue date (December 22, 1998), and $1,000 plus unpaid, deferred, and accrued
dividends per share on or after the fourth anniversary of the issue date. A
mandatory redemption is scheduled on the ninth anniversary of the issue date
(December 22, 2003).

Cumulative Junior preferred dividends in arrears aggregated $4,188,512 and
$97,644 at December 31, 1995 and 1994, respectively.

Redemption Features of Preferred Stock

The following table presents the redemption value of the three classes of
preferred stock should each be redeemed in the indicated year, assuming no
dividends are paid prior to redemption, unless required:

<TABLE>
<CAPTION>
SENIOR SERIES B JUNIOR
PREFERRED(1) PREFERRED(1) PREFERRED(2)
------------ ------------ ------------
<S> <C> <C> <C>
1996............................................ $ 42,775,013
1997............................................ $ 24,657,155 $ 7,632,502 47,939,640
1998............................................ 28,355,728 8,777,377 53,412,616
1999............................................ 32,609,087 10,093,984 59,102,420
2000............................................ 37,500,450 11,608,082 59,102,420
</TABLE>

- ---------------

(1) Redeemable at the option of the Company on or after December 15, 1997 and at
the option of the holder on or after December 15, 2000.
(2) Mandatorily redeemable on the ninth anniversary (December 22, 2003),
redeemable by the Company prior to that date.

14. COMMON STOCK WARRANTS:

Redeemable Common Stock Warrants

In connection with the 1993 Redeemable Senior preferred stock issuance, the
Company issued 225 detachable redeemable common stock purchase warrants
entitling the holder to purchase one common share per warrant at an exercise
price of $0.01 per share. On December 22, 1994, 94.6223 of the warrants were
exercised for 1,310,779 shares of Class A common stock and 436,926 shares of
Class B common stock and were then surrendered for the redeemable Series B
preferred stock. The remaining 130.3777 redeemable common stock purchase
warrants entitle the holders to purchase 2,709,129 Class A common shares and
903,043 Class B common shares (after giving effect to the stock dividend).

The stock purchase warrants include a put provision requiring the Company
to repurchase any warrants, at the option of the holder, at the fair market
value per share on or after the seventh anniversary of issue date (December 15,
2000). At December 31, 1995, using the fair value of the underlying stock, the
stock purchase warrants would accrete to approximately $49,600,000 at their
mandatory redemption date of December 15, 2000. The holders of the warrants are
entitled to demand registration rights and piggyback registration rights
following certain offerings of shares to the public.

Class C Common Stock Warrants

In connection with the Redeemable Junior preferred stock issuance on
December 22, 1994, the Company issued 4,853,628 detachable Class C common stock
purchase warrants (after giving effect to the stock

F-25
<PAGE> 120

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

dividend), entitling the holder to purchase one Class C common share per warrant
at an exercise price of $0.001 per share. Certain holders of these purchase
warrants are entitled to demand registration rights subsequent to the third
anniversary of the issuance date and piggyback registration rights six months
following certain offerings of shares to the public.

15. COMMON STOCK:

On December 15, 1993, in connection with the reorganization and
consolidation of its radio broadcasting activities, the Company authorized 1,500
shares and issued 1,200 shares of unclassified common stock.

In November 1994, in connection with the merger with ANG, the Company
amended its capital structure to provide two classes of common voting stock,
Class A common stock (45,000,000 shares authorized) and Class B common stock
(7,000,000 shares authorized). Upon consummation of the recapitalization, the
Company's unclassified common stock outstanding was converted into 15,790,974
shares of Class A common stock and 5,263,658 shares of Class B common stock.
Upon consummation of the merger, the holders of ANG common stock received Class
A common stock in exchange for ANG common stock outstanding and such shares of
Class A common stock which where exchanged for the ANG common stock were listed
on the Nasdaq Small-Cap Market.

On December 22, 1994, the Company further amended its capital structure to
increase authorized shares of Class A common stock to 150,000,000 shares and
Class B common stock to 35,000,000 shares, and to designate a third class of
non-voting common stock, Class C common stock, 12,500,000 shares authorized.

On January 1, 1995, the Company announced a stock dividend for its common
stock of an additional one-half share for each common share outstanding for
holders of record on January 1, 1995. Weighted average shares outstanding for
the years ended December 31, 1994 and 1993 give effect to the Company's amended
capital structure related to the merger with ANG, and the stock dividend on
common shares outstanding on January 1, 1995.

On July 10, 1995, the Company's Class A common stock was listed on the
American Stock Exchange under the symbol of PXN. These publicly traded shares
represent approximately 5% of Class A common shares outstanding at December 31,
1995 and less than 2% of the Company's voting power.

Voting rights allow the voting common stockholders to elect up to 75% of
the Company's Board of Directors, but do not allow the common stockholders to
change the rights and privileges of the preferred stockholders without a
majority affirmative vote of the preferred stockholders. Class A common stock
and Class B common stock will vote as a single class in all matters submitted to
a vote of the stockholders with each share of Class A common stock entitled to
one vote and each share of Class B common stock entitled to ten votes; Class C
common stock is nonvoting. Each share of Class B common stock is convertible, at
the option of its holder, into one share of Class A common stock at any time,
and under certain circumstances, Class C common stock may be converted, at the
option of the holder, into Class A common stock.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS:

The estimated fair value of financial instruments has been determined by
the Company using available market information and appropriate valuation
methodologies. However, considerable judgment is required in interpreting data
to develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company could
realize in a current market exchange. The fair value estimates presented herein
are based on pertinent information available to management as of December 31,
1995. Although management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements since that
date and current estimates of fair value may differ significantly from the

F-26
<PAGE> 121

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

amounts presented herein. The following methods and assumptions were used to
estimate the fair value of each class of financial instruments:

Cash and cash equivalents, accounts receivable, accounts payable and
accrued expenses. The fair values approximate the carrying values due to
their short term nature.

Investments in broadcast properties. The fair value of investments in
broadcast properties is estimated based on the net present value of the
future cash flows using a discount rate approximating current market rates.
The fair value approximates the carrying value.

Interest rate caps. The Company's interest rate cap agreements were
originally entered into to meet covenants under variable rate revolving
credit loan agreements outstanding in prior periods, which were
extinguished during the year ended December 31, 1995, and currently do not
serve as a hedging vehicle. As a result, interest rate cap agreements
previously amortized to interest expense have been marked to market and net
losses of approximately $800,000 were recognized during the year ended
December 31, 1995 which are reflected in the consolidated statement of
operations as other income (expense). The Company has interest rate cap
agreements outstanding at December 31, 1995 with notional amounts totaling
$75 million. Variable rate debt outstanding at December 31, 1995 totaled
approximately $10 million. The interest rate cap agreements have
termination dates of March 1996 through December 1997 and result in the
Company receiving payments when the LIBOR rate exceeds between 5% and
7 1/4%.

Program rights payable. The fair value of program rights payable is
estimated based on the net present value of the future cash flows using a
discount rate approximating current market rates. The fair value
approximates the carrying value.

Long-term debt and Senior subordinated notes. The fair values of
long-term debt and senior subordinated notes are estimated based on current
market rates and instruments with the same risk and maturities. The fair
values approximate the carrying value.

Mandatorily redeemable securities. Redeemable preferred stock
(Senior, Series B and Junior) is being accreted to its respective
redemption values and redeemable common stock warrants (Class A and B) are
accreted to the estimated fair value of the underlying common stock upon
redemption. Estimated fair value at redemption is reviewed on a quarterly
basis to reflect changes in the underlying stock value.

17. COMMITMENTS AND CONTINGENCIES:

The Company incurred total expenses of approximately $5,334,000, $2,406,000
and $1,218,000 for the years ended December 31, 1995, 1994 and 1993,
respectively, under operating leases for broadcasting facilities and equipment
and for employment agreements. Future minimum annual payments under these non-
cancelable operating leases and agreements, as of December 31, 1995, are as
follows:

<TABLE>
<S> <C>
1996........................................................ $ 5,151,000
1997........................................................ 3,941,000
1998........................................................ 3,234,000
1999........................................................ 2,189,000
2000........................................................ 1,127,000
Thereafter.................................................. 7,150,000
-----------
$22,792,000
==========
</TABLE>

The Company has entered into commitments for radio broadcast rights related
to sporting events that are not currently available for broadcast and are
therefore not included in the financial statements. The Company

F-27
<PAGE> 122

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

incurred total rights expenses of approximately $2,806,000 for the year ended
December 31, 1995 and had total commitments of approximately $3,503,000 as of
December 31, 1995.

As of December 31, 1995, the Company had entered into TBAs with seven FCC
licensees which require monthly TBA payments ranging from $3,500 to $35,000 and
have termination dates ranging from seven to ten years.

As of December 31, 1995, the Company has agreements to purchase significant
assets of, provide financing for, or enter into time brokerage arrangements with
the following television stations, all of which are subject to various
conditions, including the receipt of regulatory approvals:

<TABLE>
<CAPTION>
PURCHASE PRICE/
STATION MARKET SERVED(1) INVESTMENT AMOUNT
--------------------------------------------- -------------------- -----------------
<S> <C> <C>
Channel 68................................... Dallas, TX $ 3,000,000
WNGM-TV(2)................................... Atlanta, GA --
WHKE-TV(2)................................... Milwaukee, WI 4,000,000
WJUE-TV(3)................................... Grand Rapids, MI 1,000,000
WHBI-TV(4)................................... West Palm Beach, FL 6,300,000
WOCD-TV...................................... Albany, NY 2,500,000
WSJN-TV(5)................................... San Juan, PR 4,000,000
</TABLE>

- ---------------

(1) Each station is licensed by the FCC to serve a specific community which is
included in the listed market.
(2) To be operated pursuant to a TBA.
(3) 70% ownership interest to be acquired.
(4) The Company financed certain build-out costs of the station prior to
December 31, 1995 (Note 7). The Company expects to enter into an
affiliation agreement after the construction of the station.
(5) 50% ownership interest to be acquired; station signal will be satellite
simulcast in the San Juan area on WKPV-TV and WJWN-TV, stations in which
the Company is also acquiring a 50% interest. This station is currently
being operated pursuant to a TBA.

Affiliation Agreements

During 1995, the Company entered into inTV affiliation agreements with two
television licensees. Under the agreements, the licensees agree to broadcast
programming provided by inTV during certain times of the day and are compensated
based on the monthly advertising collected and the number of cable homes covered
by the licensees. inTV may terminate these agreements with a ninety day written
notice. The minimum amounts due under these agreements at December 31, 1995
totals approximately $531,000.

Legal Proceedings

The Company is involved in litigation from time to time in the ordinary
course of its business. In the opinion of management, the ultimate resolution of
these matters will not have a material effect on the Company's consolidated
financial position or results of operations and cash flows.

F-28
<PAGE> 123

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

18. SUBSEQUENT EVENTS:

Investments in Broadcast Properties:

Subsequent to year end, the Company made the following investments in
broadcast properties through the financing of third party purchases of
television broadcasting stations. Concurrent with these transactions, the
Company executed TBAs and option purchase agreements (Note 7).

<TABLE>
<CAPTION>
STATION MARKET SERVED(1) INVESTMENT AMOUNT
- -------------------------------------------------------- -------------------- -----------------
<S> <C> <C>
WRMY-TV(3).............................................. Raleigh, NC $ 5,500,000
KWBF-TV(2).............................................. Phoenix, AZ 1,400,000
WCEE-TV(2).............................................. St. Louis, MO 3,200,000
</TABLE>

- ---------------

(1) Each station is licensed by the FCC to serve a specific community, which is
included in the listed market.
(2) The Company currently holds an option to purchase the station from the
licensee.
(3) Investment amount consists of a $1,500,000 option to purchase a 40% interest
in the station and construction financing, of which approximately $600,000
was outstanding at December 31, 1995.

Purchases:

Subsequent to December 31, 1995, the Company entered into agreements to
purchase significant assets of or acquire ownership in the following television
and radio stations, all of which are subject to various conditions, including
receipt of regulatory approvals:

<TABLE>
<CAPTION>
PURCHASE
PRICE/
INVESTMENT
STATION MARKET SERVED(1) AMOUNT
-------------------------------------------------- -------------------- --------------
<S> <C> <C>
WOST-TV(2)........................................ Providence, RI $ 1,000,000
KZAR-TV(2)........................................ Salt Lake City, UT 850,000
WHUB-FM,WHUB-AM(3)................................ Cookeville, TN 3,800,000
WFSJ-FM(4)........................................ Jacksonville, FL 5,000,000
WRMA-FM,WXDJ-FM(5)................................ Miami, FL 115,000,000
Channel 23(6)..................................... New York, NY 2,000,000
Channel-38(6)..................................... New York, NY 1,500,000
</TABLE>

- ---------------

(1) Each station is licensed by the FCC to serve a specific community, which is
included in the listed market.
(2) The Company will acquire 50% ownership interest pursuant to a management
agreement. The station is currently under construction.
(3) The Company will acquire both the FM and AM stations.
(4) The Company will issue stock valued at approximately $1.70 million, apply
the note receivable from Todd Communications and assume the Todd
Communications note payable to Mr. Paxson of approximately $1.55 million to
acquire the station.
(5) The Company will acquire these stations simultaneously for either a cash
payment of $107,500,000 or cash of $92 million and approximately 1.3 million
shares of Company common stock at the option of the seller.
(6) The Company will acquire these "low power" stations, the signals of which
will be augmented by simulcasting the signal of WHAI-TV, a station currently
owned by the Company.

Subsequent to year end the Company purchased substantially all of the
assets of WHAI-TV, New York, NY and WAKC-TV, Cleveland, OH for approximately $22
million and $18 million, respectively.

F-29
<PAGE> 124

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Public Offering:

The Company intends to file a registration statement with the SEC for the
proposed sale of 11.5 million shares of its Class A common stock, 10.3 million
of which will be sold by the Company. The Company intends to use the net
proceeds to acquire or enter into TBAs with television and radio stations, make
capital expenditures and for other general corporate purposes.

Telecommunications Reform:

On February 8, 1996, new telecommunications regulations were enacted into
law, allowing, among other things, an expanded number of radio and television
stations under common ownership. As a result, the Company has exercised options
to acquire television stations WFCT-TV, WCTD-TV, WTJC-TV, KUBD-TV, WCEE-TV and
KWBF-TV from CNI (Note 7).

Other Transactions

On January 9, 1996, the Company purchased from Mr. Paxson, at its face
value, a $1 million note related to CNI's acquisition of KLDT-TV.

Subsequent to December 31, 1995, the Company entered into a joint venture
agreement with L.L. Knickerbocker Company, Inc. for the purpose of identifying
products and services for long-form advertising and developing marketing
strategies and infomercials for such products and services.

Subsequent to year end, the Company entered into two inTV affiliation
agreements with station licensees. inTV may terminate these agreements with a
ninety day written notice. The minimum amounts due under these agreements at
December 31, 1995 totals approximately $380,000.

Subsequent to December 31, 1995, the Company entered into a limited
partnership agreement as a general partner for the Bobcats, an Arena football
franchise in South Florida. Additionally, Mr. Paxson acquired a portion of the
Company's limited partnership interest in the same partnership.

19. SEGMENT DATA:

The Company operates three business segments: (1) the Infomall TV Network
is a nationwide network of owned, operated and affiliated television stations
dedicated to the airing of long form paid programming consisting primarily of
infomercials; (2) Paxson Radio consists of radio broadcasting stations, radio
news and sports networks and billboard operations; and (3) Paxson
Network-Affiliated Television includes network-affiliated television
broadcasting stations in West Palm Beach, Florida. In January 1995, four
stations which had previously aired long form paid programming were reclassified
as inTV stations. The financial information related to these four stations prior
to January 1, 1995 has been reclassified to conform with the 1995 presentation.
Corporate and other operations represent revenue earned through commissions,
non-broadcast activities, expenses incurred for such activities, and corporate
overhead expenses, including management expenses which are not allocated to the
individual segments.

F-30
<PAGE> 125

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Selected financial information for these segments follows:

<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------------------
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>
INFOMALL TV NETWORK
Total revenue......................................... $ 29,653,278 $ 3,287,285 $ --
Operating expenses, less depreciation, amortization
and option plan compensation........................ 16,266,563 3,401,328 --
Depreciation and amortization......................... 4,545,683 1,344,986 --
Option plan compensation.............................. 37,506 -- --
------------ ------------ -----------
Income (loss) from operations......................... $ 8,803,526 $ (1,459,029) $ --
=========== =========== ==========
Total identifiable assets............................. $104,106,341 $ 16,212,828 $ --
=========== =========== ==========
Capital expenditures.................................. $ 7,703,973 $ 2,527,903 $ --
=========== =========== ==========
PAXSON RADIO
Total revenue......................................... $ 54,752,191 $ 50,363,294 $31,058,472
Operating expenses, less depreciation, amortization
and option plan compensation........................ 44,227,935 39,002,002 25,012,435
Depreciation and amortization......................... 10,357,042 9,124,969 9,128,847
Option plan compensation.............................. 1,751,238 -- --
------------ ------------ -----------
Income (loss) from operations......................... $ (1,584,024) $ 2,236,323 $(3,082,810)
=========== =========== ==========
Total identifiable assets............................. $ 68,886,153 $ 67,201,401 $61,686,096
=========== =========== ==========
Capital expenditures.................................. $ 9,610,186 $ 2,491,959 $ 1,962,553
=========== =========== ==========
PAXSON NETWORK-AFFILIATED TELEVISION
Total revenue......................................... $ 16,537,406 $ 7,477,508 $ --
Operating expenses, less depreciation and
amortization........................................ 11,793,824 5,003,272 --
Depreciation and amortization......................... 3,102,665 1,542,286 --
------------ ------------ -----------
Income from operations................................ $ 1,640,917 $ 931,950 $ --
=========== =========== ==========
Total identifiable assets............................. $ 37,421,642 $ 39,409,693 $ --
=========== =========== ==========
Capital expenditures.................................. $ 2,825,249 $ 657,375 $ --
=========== =========== ==========
CORPORATE AND OTHER
Total revenue......................................... $ 2,131,037 $ 939,356 $ 1,003,559
Operating expenses, less depreciation, amortization
and option plan compensation........................ 9,814,643 3,819,350 3,860,193
Depreciation and amortization......................... 713,719 391,287 221,786
Option plan compensation.............................. 9,014,497 -- --
------------ ------------ -----------
Loss from operations.................................. $(17,411,822) $ (3,271,281) $(3,078,420)
=========== =========== ==========
Total identifiable assets............................. $ 83,417,941 $ 29,846,459 $ 4,888,512
=========== =========== ==========
Capital expenditures.................................. $ 4,877,408 $ 239,275 $ --
=========== =========== ==========
</TABLE>

F-31
<PAGE> 126

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

20. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
FOR THE 1995 QUARTERS ENDED
---------------------------------------------------------
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
------------ ------------- ------------ -----------
<S> <C> <C> <C> <C>
Total revenue............................. $ 31,550,195 $ 27,167,369 $ 23,736,645 $20,619,703
Operating expenses, less depreciation,
amortization and option plan
compensation............................ 23,124,962 21,332,736 18,963,733 18,681,534
Depreciation and amortization............. 5,640,068 5,024,785 4,269,627 3,784,629
Option plan compensation.................. 994,136 404,976 9,404,129 --
------------ ------------- ------------ -----------
Income (loss) from operations............. $ 1,791,029 $ 404,872 $ (8,900,844) $(1,846,460)
========== =========== =========== ==========
Loss before extraordinary item............ $ (5,566,169) $ (2,851,681) $(11,176,729) $(3,252,984)
Extraordinary item(1)..................... -- (10,625,727) -- --
------------ ------------- ------------ -----------
Net loss.................................. $ (5,566,169) $ (13,477,408) $(11,176,729) $(3,252,984)
========== =========== =========== ==========
Net loss attributable to common stock..... $ (9,741,895) $ (16,734,727) $(14,849,938) $(5,443,936)
========== =========== =========== ==========
Per share data:
Loss before extraordinary item.......... $ (0.16) $ (0.08) $ (0.32) $ (0.09)
Net loss................................ $ (0.16) $ (0.39) $ (0.32) $ (0.09)
Net loss attributable to common stock... $ (0.28) $ (0.49) $ (0.43) $ (0.16)
Weighted average common shares
outstanding............................. 34,503,666 34,458,766 34,448,665 34,354,201
========== =========== =========== ==========
Stock price(2):
High.................................... $ 16 3/8 $ 15 3/4 $ 14 $ 12 5/8
Low..................................... $ 11 1/2 $ 12 $ 8 $ 9
</TABLE>

- ---------------

(1) Extraordinary item relates to the write-off of loan origination costs
associated with the extinguishment of certain debt agreements during the
third quarter (Note 9).
(2) The Company's Class A common stock is listed on the American Stock Exchange
under the symbol PXN. Prior to July 10, 1995, the Company's Class A common
stock was listed on the NASDAQ Small-Cap Market.

F-32
<PAGE> 127

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
FOR THE 1994 QUARTERS ENDED
---------------------------------------------------------
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
------------ ------------- ------------ -----------
<S> <C> <C> <C> <C>
Total revenue............................. $ 22,226,226 $ 18,327,456 $ 12,148,603 $ 9,365,158
Operating expenses, less depreciation and
amortization............................ 18,413,022 14,219,712 10,268,884 8,324,334
Depreciation and amortization............. 3,845,370 3,292,245 2,855,767 2,410,146
------------ ------------- ------------ -----------
Income (loss) from operations............. $ (32,166) $ 815,499 $ (976,048) $(1,369,322)
========== =========== =========== ==========
Loss before extraordinary item............ $ (1,972,628) $ (672,445) $ (318,376) $(1,798,625)
========== =========== =========== ==========
Net loss.................................. $ (1,972,628) $ (672,445) $ (318,376) $(1,798,625)
========== =========== =========== ==========
Net loss attributable to common stock..... $ (2,950,626) $ (1,492,845) $ (1,121,630) $(2,582,429)
========== =========== =========== ==========
Pro forma per share data (Note 1):
Pro forma loss before extraordinary
item................................. $ (0.06) $ (0.02) $ (0.01) $ (0.06)
Pro forma net loss...................... $ (0.06) $ (0.02) $ (0.01) $ (0.06)
Pro forma net loss attributable to
common stock......................... $ (0.09) $ (0.04) $ (0.03) $ (0.08)
Pro forma weighted average common shares
outstanding............................. 33,430,116 33,430,116 32,506,032 31,581,948
========== =========== =========== ==========
Stock price (1):
High(2)................................. $ 16 $ -- $ -- $ --
Low(2).................................. $ 10 5/8 $ -- $ -- $ --
</TABLE>

- ---------------

(1) The Company's Class A common stock is listed on the American Stock Exchange
under the symbol PXN. Prior to July 10, 1995, the Company's Class A common
stock was listed on the NASDAQ Small-Cap Market.
(2) Stock price after giving effect to the January 1, 1995 stock dividend (Note
15).

F-33
<PAGE> 128

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
of KZKI-TV (a division of Sandino Telecasters)

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in divisional deficit and of cash flows present
fairly, in all material respects, the financial position of KZKI-TV (a division
of Sandino Telecasters), (the "Station") at January 31, 1995 and the results of
its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Station's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

The accompanying financial statements have been prepared assuming that the
Station will continue as a going concern. As discussed in Note 1 to the
financial statements, the Station has incurred cumulative net losses and has
significant notes payable which are due on demand, which raise substantial doubt
about the Station's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Price Waterhouse LLP
- --------------------------------------
PRICE WATERHOUSE LLP

Tampa, Florida
July 17, 1995

F-34
<PAGE> 129

KZKI-TV (A DIVISION OF SANDINO TELECASTERS)

BALANCE SHEET

<TABLE>
<CAPTION>
JANUARY
MAY 17, 31,
1995 1995
----------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................... $ 22,053 $ 91,180
Accounts receivable............................................... 3,289 6,695
Prepaid expenses and other assets................................. 3,733 10,813
----------- ----------
Total current assets...................................... 29,075 108,688
Property and equipment, net......................................... 2,008,203 2,180,634
Intangible assets, net.............................................. 6,685,736 6,792,333
----------- ----------
Total assets $ 8,723,014 $9,081,655
========= =========
LIABILITIES AND DIVISIONAL DEFICIT
Current liabilities:
Accounts payable and accrued liabilities.......................... $ 30,399 $ 41,261
Unearned revenue.................................................. 34,915 71,074
Related party payables
Accrued interest............................................... 2,920,897 2,650,378
Notes payable.................................................. 8,872,874 9,572,874
----------- ----------
Total current liabilities................................. 11,859,085 12,335,587
----------- ----------
Divisional deficit.................................................. (3,136,071) (3,253,932)
----------- ----------
Commitments and contingencies (see Note 6)
Total liabilities and divisional deficit.................. $ 8,723,014 $9,081,655
========= =========
</TABLE>

The accompanying Notes to Financial Statements
are an integral part of the financial statements.

F-35
<PAGE> 130

KZKI-TV (A DIVISION OF SANDINO TELECASTERS)

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE FOR THE
PERIOD ENDED YEAR ENDED
MAY 17, JANUARY 31,
1995 1995
------------ -----------
(UNAUDITED)
<S> <C> <C>
Revenue:
Network programming................................................ $ 330,413 $ 871,701
Paid programming and other......................................... 688,142 840,210
------------ -----------
Total revenue.............................................. 1,018,555 1,711,911
------------ -----------
Operating expenses:
Technical.......................................................... 113,671 395,512
Direct............................................................. 15,150 64,363
Programming........................................................ 9,758 22,215
General and administrative......................................... 212,568 558,220
Depreciation and amortization...................................... 279,028 743,396
------------ -----------
Total operating expenses................................... 630,175 1,783,706
------------ -----------
Income (loss) from operations........................................ 388,380 (71,795)
Related party interest expense....................................... (270,519) (855,800)
------------ -----------
Net income (loss).......................................... $ 117,861 $ (927,595)
========== =========
</TABLE>

The accompanying Notes to Financial Statements
are an integral part of the financial statements.

F-36
<PAGE> 131

KZKI-TV
(A DIVISION OF SANDINO TELECASTERS)

STATEMENT OF CHANGES IN DIVISIONAL DEFICIT

<TABLE>
<S> <C>
Balance at February 1, 1994..................................................... $(2,326,337)
Net loss........................................................................ (927,595)
-----------
Balance at January 31, 1995..................................................... (3,253,932)
Net income through May 17, 1995 (unaudited)..................................... 117,861
-----------
Balance at May 17, 1995 (unaudited)............................................. $(3,136,071)
==========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-37
<PAGE> 132

KZKI-TV
(A DIVISION OF SANDINO TELECASTERS)

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE FOR THE
PERIOD ENDED YEAR ENDED
MAY 17, JANUARY 31,
1995 1995
------------ -----------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)................................................. $ 117,861 $ (927,595)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization..................................... 279,028 743,396
Decrease (increase) in accounts receivable........................ 3,406 (5,297)
Decrease (increase) in prepaid expenses and other assets.......... 7,080 (7,069)
(Decrease) increase in accounts payable and accrued liabilities... (10,862) 31,209
(Decrease) increase in unearned revenue........................... (36,159) 56,228
Increase in related party accrued interest........................ 270,519 855,800
------------ -----------
Net cash provided by operating activities......................... 630,873 746,672
------------ -----------
Cash flows from investing activities:
Purchases of property and equipment............................... -- (204,410)
------------ -----------
Cash flows from financing activities:
Proceeds from related party note payable.......................... -- 418,588
Payments of related party note payable............................ (700,000) (935,000)
------------ -----------
Net cash used for financing activities............................ (700,000) (516,412)
------------ -----------
(Decrease) increase in cash and cash equivalents.................... (69,127) 25,850
Cash and cash equivalents at beginning of year...................... 91,180 65,330
------------ -----------
Cash and cash equivalents at end of period.......................... $ 22,053 $ 91,180
========== =========
Supplemental disclosure of cash flow information:
Cash paid for interest............................................ $ 0 $ 0
========== =========
Cash paid for income taxes........................................ $ 0 $ 0
========== =========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-38
<PAGE> 133

KZKI-TV
(A DIVISION OF SANDINO TELECASTERS)

NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

KZKI-TV (A division of Sandino Telecasters) (the "Station"), is engaged in
the operation of a television broadcasting station in the Los Angeles,
California market. Sandino Telecasters operates the television station under a
license granted by the Federal Communications Commission.

The Station has incurred cumulative net losses through January 31, 1995
totaling approximately $3,254,000. Additionally, the Station owes approximately
$12,223,000 on demand notes payable and accrued interest to a related party. The
Station does not have sufficient means to repay the notes payable if called (see
Note 4). These conditions raise substantial doubt regarding the Station's
ability to continue as a going concern. Owners plan to liquidate the Station's
liabilities through a sale of the Station's assets (see Note 7).

Cash and cash equivalents

Cash and cash equivalents are highly liquid investments with original
maturities of three months or less.

Property and equipment

<TABLE>
<S> <C>
Broadcasting tower and equipment.............................. 10 years
Leasehold improvements........................................ Term of lease
Office furniture and equipment................................ 6 years
</TABLE>

Maintenance, repairs, and minor replacements of these items are charged to
expense as incurred.

Intangible assets

Intangible assets consists of the FCC license which is stated at cost and
is being amortized using the straight-line method over the estimated useful life
of 25 years.

Revenue recognition

Revenue is recognized as advertising air time is broadcast.

Income taxes

The Station's operating results have been included in the tax return filed
by Sandino Telecasters. A provision for intercompany income taxes, which
approximates the income tax provision calculated for Station income on a
standalone basis was calculated to be $0 based upon cumulative net losses.

Interim financial data

The interim financial data of the Station is unaudited; however, in the
opinion of Station management, the interim financial data includes all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation of results of the interim period. The results of operations
for the period from February 1, 1995 through May 17, 1995 are not necessarily
indicative of the results that could be expected for the entire fiscal year
ending January 31, 1996.

F-39
<PAGE> 134

KZKI-TV
(A DIVISION OF SANDINO TELECASTERS)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
JANUARY 31, 1995

2. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
JANUARY
31,
1995
----------
<S> <C>
Broadcasting tower and equipment................................. $2,171,897
Leasehold improvements........................................... 473,413
Office furniture and equipment................................... 33,002
----------
2,678,312
Accumulated depreciation......................................... (497,678)
----------
Property and equipment, net...................................... $2,180,634
=========
Depreciation expense for the year................................ $ 459,396
=========
</TABLE>

3. INTANGIBLE ASSETS:

Intangible assets consist of the following:

<TABLE>
<CAPTION>
JANUARY 31,
1995
-----------
<S> <C>
FCC licenses................................................. $ 7,100,000
Accumulated amortization..................................... (307,667)
-----------
Intangible assets, net....................................... $ 6,792,333
=========
Amortization expense for the year............................ $ 284,000
=========
</TABLE>

4. RELATED PARTY NOTES PAYABLE:

Related party notes payable consist of the following:

<TABLE>
<CAPTION>
JANUARY 31,
1995
-----------
<S> <C>
Note payable, prime + 1% interest compounded annually,
interest and principal due on demand....................... $ 7,100,000
Revolving credit note payable, prime + 1% interest compounded
annually, interest and principal due on demand............. 2,472,874
-----------
$ 9,572,874
=========
</TABLE>

In 1991, the Station borrowed $7,100,000 from Astrum Management Group
("Astrum"), a minority shareholder of Sandino Telecasters, in order to purchase
the FCC license and begin operations (see Note 5). The note accrues interest at
prime + 1% and is due on demand. At January 31, 1995, accrued interest payable
on the note was $2,319,638; no interest or principal repayments have been made
to date.

Additionally, the Station entered into a revolving credit agreement with
Astrum, whereby Astrum funded initial construction of the Station and continues
to fund working capital shortfalls. The working capital note accrues interest at
prime + 1% and is due on demand. At January 31, 1995, accrued interest payable
on the note was $330,740; no interest repayments have been made to date.

F-40
<PAGE> 135

KZKI-TV
(A DIVISION OF SANDINO TELECASTERS)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
JANUARY 31, 1995

5. RELATED PARTY TRANSACTIONS:

The Station has entered into several agreements with related parties. As
discussed in Note 4, the Station has significant outstanding notes payable and
accrued interest payable with Astrum, a minority shareholder of Sandino
Telecasters. Additionally, Astrum provides financial management and accounting
services for the Station. The value of these services based on estimated hours
expended by Astrum was approximately $6,000, for the year ended January 31,
1995. All other overhead, debt and interest allocations have been appropriately
reflected in the Station's financial statements.

6. COMMITMENTS AND CONTINGENCIES:

The Station incurred expenses of approximately $44,922 for the year ended
January 31, 1995 under a non-cancelable operating lease for office space.
Additionally, the Station incurred expenses of approximately $10,695 for a
special use permit from the U.S. Department of Forestry for use of the land
surrounding the station's tower. Future minimum annual payments under the
operating lease as of January 31, 1995, are $31,820, due during fiscal year
1996.

7. SUBSEQUENT EVENT:

On May 17, 1995, the Owners sold the Station's assets to Paxson
Communications Corporation for approximately $18,000,000.

F-41
<PAGE> 136

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
of Paugus Television, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in stockholders' deficit and of cash flows present
fairly, in all material respects, the financial position of Paugus Television,
Inc. (the "Company"), at December 31, 1994 and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
accompanying financial statements, the Company has incurred cumulative net
losses from operations and has significant notes payable which are due on demand
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1 to
the accompanying financial statements. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Price Waterhouse LLP
- --------------------------------------
PRICE WATERHOUSE LLP

Tampa, Florida
August 21, 1995

F-42
<PAGE> 137

PAUGUS TELEVISION, INC. (WGOT-TV)

BALANCE SHEET

<TABLE>
<CAPTION>
MAY 17, DECEMBER 31,
1995 1994
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents..................................... $ 42,148 $ 14,127
Accounts receivable, less allowance for doubtful accounts of
$14,948 and $23,965, respectively.......................... 92,659 124,510
Prepaid expenses and other assets............................. 35,120 21,319
Current program rights........................................ 42,971 68,754
------------ ------------
Total current assets.................................. 212,898 228,710
Property and equipment, net..................................... 111,526 202,203
Intangible assets, net.......................................... 574,923 587,318
Program rights, net............................................. 34,671 34,671
------------ ------------
Total assets.......................................... $ 934,018 $ 1,052,902
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities...................... $ 8,121 $ 135,340
Other payables................................................ 168,306 182,051
Current program rights payable................................ 106,060 111,594
Related party payables:
Accrued interest payable................................... 1,217,469 1,043,505
Notes payable.............................................. 6,931,243 6,767,800
------------ ------------
Total current liabilities............................. 8,431,199 8,240,290
Program rights payable.......................................... 21,400 36,089
------------ ------------
Total liabilities..................................... 8,452,599 8,276,379
Stockholders' deficit:
Common stock, $1 par, 300 shares authorized, 284.38 shares
issued and outstanding..................................... 284 284
Additional paid-in capital.................................... 2,843,516 2,843,516
Retained deficit.............................................. (10,362,381) (10,067,277)
------------ ------------
Total stockholders' deficit........................... (7,518,581) (7,223,477)
------------ ------------
Commitments and contingencies (see Note 8)
Total liabilities and stockholders' deficit........... $ 934,018 $ 1,052,902
=========== ===========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-43
<PAGE> 138

PAUGUS TELEVISION, INC. (WGOT-TV)

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE FOR THE
PERIOD ENDED YEAR ENDED
MAY 17, DECEMBER 31,
1995 1994
------------ ------------
(UNAUDITED)
<S> <C> <C>
Revenue:..........................................................
Local and national advertising.................................. $ 296,586 $ 877,165
Trade........................................................... 62,834 305,821
Production and other............................................ 240,395 38,698
------------ ------------
Total revenue..................................................... 599,815 1,221,684
------------ ------------
Operating expenses:
Technical....................................................... 82,967 194,241
News............................................................ 49,670 193,583
Direct.......................................................... 87,086 184,081
Sales........................................................... 54,992 141,393
Production...................................................... 54,769 131,089
Programming and promotion....................................... 81,278 116,631
General and administrative...................................... 113,831 534,430
Trade........................................................... 58,495 275,352
Program rights amortization..................................... 25,784 174,034
Depreciation and amortization................................... 101,729 203,456
------------ ------------
Total operating expenses.......................................... 710,601 2,148,290
------------ ------------
Loss from operations.............................................. (110,786) (926,606)
Other income (expense):
Related party interest expense.................................. (174,155) (331,815)
Loss on sale of assets.......................................... -- (13,146)
Other expense, net.............................................. (10,163) (37,951)
------------ ------------
Net loss.......................................................... $ (295,104) $ (1,309,518)
========== ==========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-44
<PAGE> 139

PAUGUS TELEVISION INC. (WGOT-TV)

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
STOCKHOLDERS' DEFICIT
---------------------------------------------------
ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL DEFICIT TOTAL
------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
Balance at January 1, 1994................... $284 $2,843,516 $ (8,757,759) $(5,913,959)
Net loss..................................... (1,309,518) (1,309,518)
------ ---------- ------------ -----------
Balance at December 31, 1994................. 284 2,843,516 (10,067,277) (7,223,477)
Net loss through May 17, 1995 (unaudited).... (295,104) (295,104)
------ ---------- ------------ -----------
Balance at May 17, 1995 (unaudited).......... $284 $2,843,516 $(10,362,381) $(7,518,581)
====== ========= =========== ==========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-45
<PAGE> 140

PAUGUS TELEVISION, INC. (WGOT-TV)

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
YEAR
FOR THE ENDED
PERIOD ENDED DECEMBER
MAY 17, 31,
1995 1994
------------ -----------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss........................................................ $ (295,104) $(1,309,518)
Adjustments to reconcile net loss to net cash used for operating
activities:
Depreciation and amortization................................... 101,729 203,456
Program rights amortization..................................... 25,784 174,034
Allowance for doubtful accounts................................. (9,017) 708
Loss on sale of assets.......................................... -- 13,146
Decrease (increase) in accounts receivable...................... 40,868 (62,644)
(Increase) decrease in prepaid expenses and other assets........ (13,801) 157,833
(Decrease) increase in accounts payable and accrued
liabilities.................................................. (127,219) 8,466
Decrease in other payables...................................... (13,745) (193,227)
Increase in related party accrued interest...................... 173,964 322,947
------------ -----------
Net cash used for operating activities.......................... (116,541) (684,799)
------------ -----------
Cash flows from investing activities:
Purchases of property and equipment............................. -- (43,374)
Sale of property and equipment.................................. 1,342 42,000
------------ -----------
Net cash used for investing activities.......................... 1,342 (1,374)
------------ -----------
Cash flows from financing activities:
Payments for program rights..................................... (20,223) (142,581)
Proceeds from related party notes payable....................... 163,443 791,888
------------ -----------
Net cash provided by financing activities....................... 143,220 649,307
------------ -----------
Increase (decrease) in cash and cash equivalents.................. 28,021 (36,866)
Cash and cash equivalents at beginning of year.................... $ 14,127 $ 50,993
------------ -----------
Cash and cash equivalents at end of period........................ $ 42,148 $ 14,127
========== ==========
Supplemental disclosure of cash flow information:
Cash paid for interest.......................................... $ 0 $ 0
========== ==========
Non-cash operating activities:
Trade revenue................................................... $ 62,834 $ 305,821
========== ==========
Trade expense................................................... $ 58,495 $ 275,352
========== ==========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-46
<PAGE> 141

PAUGUS TELEVISION, INC. (WGOT-TV)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Paugus Television, Inc. (the "Company"), a Delaware Corporation, was
organized in 1988 for the purpose of owning and operating a television station,
WGOT-TV, in Manchester, New Hampshire, serving the Boston, Massachusetts market.

The Company has incurred substantial cumulative net losses through December
31, 1994 totalling approximately $10,067,000. Additionally, the Company owes
approximately $7,811,000 on demand notes payable and accrued interest to a
related party. The Company does not have sufficient means to repay the notes
payable (see Note 6). These conditions raise substantial doubt regarding the
Company's ability to continue as a going concern. Management plans to liquidate
the Company's liabilities through a sale of the Company's assets (see Note 9).

Property and equipment

<TABLE>
<S> <C>
Broadcasting tower and equipment.............................. 7 years
Office furniture equipment and other.......................... 5 years
Leasehold improvements........................................ Term of lease
</TABLE>

Maintenance, repairs, and minor replacements of these items are charged to
expense as incurred.

Intangible assets

Intangible assets are stated at cost and are being amortized using the
straight-line method over the estimated useful life as follows:

<TABLE>
<S> <C>
Goodwill...................................................... 25 years
Favorable lease agreement..................................... Term of lease
Organization costs............................................ 5 years
</TABLE>

Program rights

The Company obtains licenses for program rights which allow the Company to
broadcast program material in accordance with contractual agreements. Pursuant
to a licensing agreement, an asset is recorded for the program rights acquired
and a liability is recorded for the obligation incurred, at the gross amount of
the liability. Program rights are amortized on a method that approximates the
straight-line basis over the related term. Program rights which will not be
aired are charged to expense. Current program rights represent programs which
will be amortized during the next year, current liabilities represent program
rights which will be paid within the year under contractual agreement.

Income taxes

Provisions are made to record deferred income taxes in recognition of items
reported differently for financial reporting purposes than for federal and state
income tax purposes. The Company records deferred income taxes using the
liability method in accordance with Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes".

F-47
<PAGE> 142

PAUGUS TELEVISION, INC. (WGOT-TV)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1994

Revenue recognition

Revenue is recognized as advertising air time is broadcast.

Trade agreements

The Company enters into trade agreements which give rise to sales of
advertising air time in exchange for products and services. Sales from trade
agreements are recognized at the fair market value of products or services
received as advertised air time is broadcast. Products and services received are
expensed when used in the broadcast operations. If the Company uses exchanged
products or services before advertising air time is provided, a trade liability
is recognized.

Interim financial data

The interim financial data of the Company is unaudited; however, in the
opinion of the Company's management, the interim data includes all adjustments,
consisting of only normal recurring adjustments, necessary for a fair statement
of results for the interim periods. The results of operations for the period
ended May 17, 1995 are not necessarily indicative of the results that can be
expected for the entire fiscal year ending December 31, 1995.

2. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER
31,
1994
-----------
<S> <C>
Broadcasting tower and equipment................................ $ 1,138,870
Office furniture, equipment and other........................... 188,992
Leasehold improvements.......................................... 122,491
-----------
1,450,353
Accumulated depreciation........................................ (1,248,150)
Property and equipment, net..................................... $ 202,203
==========
Depreciation expense for the year............................... $ 170,537
==========
</TABLE>

3. INTANGIBLE ASSETS:

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
Goodwill........................................................ $ 734,245
Favorable lease agreement....................................... 119,500
Organization costs.............................................. 14,705
------------
868,450
Accumulated amortization........................................ (281,132)
------------
Intangible assets, net.......................................... 587,318
------------
Amortization expense for the year............................... $ 32,919
==========
</TABLE>

F-48
<PAGE> 143

PAUGUS TELEVISION, INC. (WGOT-TV)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1994

4. PROGRAM RIGHTS:

Program rights consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
Program rights............................................... $ 305,751
Accumulated amortization..................................... (202,326)
------------
103,425
Less current program rights.................................. (68,754)
------------
$ 34,671
==========
Amortization expense for the year............................ $ 174,034
==========
</TABLE>

5. PROGRAM RIGHTS PAYABLE:

Program rights payable represent the obligation incurred to secure the
right to broadcast program material in accordance with a contractual agreement.
Future minimum annual payments under these contractual agreements as of December
31, 1994, are as follows:

6. RELATED PARTY NOTES PAYABLE:

Related party notes payable consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
Note payable to stockholder, interest at Federal Funds Rate +1%,
principal and interest due on demand.................................. $3,853,650
Note payable to stockholder, interest at Federal Funds Rate +1%,
principal and interest due on demand.................................. 2,914,150
------------
$6,767,800
==========
</TABLE>

The Company has entered into multiple note payable agreements with its
primary stockholders, the Perceival Lowell Trust and the Roger L. Putnam Trust
(the "Trusts") whereby the Trusts fund working capital shortfalls on a monthly
basis. The notes payable are secured by all assets of the Company, including the
FCC license, accrue interest at the Federal Funds rate +1% and are due on
demand. At December 31, 1994, accrued interest payable on the notes was $569,047
and $474,458, respectively. No principal or interest payments were made for the
year ended December 31, 1994.

F-49
<PAGE> 144

PAUGUS TELEVISION, INC. (WGOT-TV)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1994

7. INCOME TAXES:

Deferred tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
Assets
Fixed assets.......................................................... $ 9,432
Allowance for doubtful accounts....................................... 9,255
Net operating loss carryforwards...................................... 4,038,004
Valuation allowance................................................... (4,049,045)
Liabilities
Intangible assets..................................................... (7,646)
------------
$ 0
==========
</TABLE>

A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax asset will not be realized. A valuation allowance
has been provided for the net operating loss carryforwards.

8. COMMITMENTS AND CONTINGENCIES:

The Company incurred expenses of approximately $94,652 for the year ended
December 31, 1994 under non-cancelable operating leases for office equipment and
tower space. Future minimum annual payments under these non-cancelable operating
leases as of December 31, 1994, are as follows:

<TABLE>
<CAPTION>
PAYMENT
--------
<S> <C>
1995.............................................................. $ 95,320
1996.............................................................. 15,600
--------
$110,920
========
</TABLE>

9. SUBSEQUENT EVENT:

On May 17, 1995, the Company sold the assets to Paxson Communications
Corporation for approximately $3,100,000.

F-50
<PAGE> 145

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Trustee of
WTVX-TV, Krypton Broadcasting of Ft. Pierce, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in accumulated shareholders' deficit and of cash flows
present fairly, in all material respects, the financial position of WTVX-TV,
Krypton Broadcasting of Ft. Pierce, Inc. (the "Company") at December 31, 1994
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.

/s/ PRICE WATERHOUSE LLP
- --------------------------------------
Price Waterhouse LLP

Tampa, Florida
October 11, 1995

F-51
<PAGE> 146

WTVX-TV, KRYPTON BROADCASTING OF FT. PIERCE, INC.

BALANCE SHEET

AUGUST 4, DECEMBER 31,
1995 1994
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................................... $ 870,689 $ 592,898
Accounts receivable, net of allowance for doubtful accounts
of $56,794 and $68,491....................................... 707,061 824,324
Current program rights.......................................... 30,816 82,318
Other current assets............................................ 67,180 44,129
----------- -----------
Total current assets.................................... 1,675,746 1,543,669
Property and equipment, net....................................... 4,382,814 4,485,318
Intangible assets, net............................................ 1,959,868 1,994,077
Program rights, net............................................... 31,130 51,436
----------- -----------
Total assets............................................ $ 8,049,558 $ 8,074,500
=========== ===========
LIABILITIES AND SHAREHOLDER'S DEFICIT
Liabilities:
Accounts payable and accrued liabilities........................ $ 132,786 $ 127,640
Current program rights payable.................................. 67,104 128,217
Accrued interest................................................ 1,660,227 1,128,077
Liabilities subject to Chapter 11 proceedings................... 3,647,033 3,647,033
----------- -----------
Total current liabilities............................... 5,507,150 5,030,967
Program rights payable............................................ 4,775 33,983
Debt.............................................................. 8,535,260 8,535,260
----------- -----------
Total liabilities....................................... 14,047,185 13,600,210
Commitments and contingencies (Note 8)
Shareholder's deficit............................................. (5,997,627) (5,525,710)
----------- -----------
Total liabilities and shareholder's deficit............. $ 8,049,558 $ 8,074,500
=========== ===========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-52
<PAGE> 147

WTVX-TV, KRYPTON BROADCASTING OF FT. PIERCE, INC.

STATEMENT OF OPERATIONS

FOR THE FOR THE
PERIOD ENDED YEAR ENDED
AUGUST 4, DECEMBER 31,
1995 1994
------------ ------------
(UNAUDITED)
<S> <C> <C>
Revenue:
Local and national advertising................................. $2,580,512 $4,167,639
Production and other........................................... 17,853 58,398
Trade and barter............................................... 430,875 792,036
Tower rent..................................................... 94,992 172,292
------------ ------------
Total revenue.......................................... 3,124,232 5,190,365
------------ ------------
Operating expenses:
Direct......................................................... 522,928 845,679
Technical...................................................... 378,343 513,743
Sales and promotions........................................... 795,345 844,417
Programming.................................................... 184,690 487,165
General and administrative..................................... 295,974 445,116
Trade and barter............................................... 433,256 787,155
Program rights amortization.................................... 71,808 149,607
Depreciation and amortization.................................. 293,514 521,147
------------ ------------
Total operating expenses............................... 2,975,858 4,594,029
Income from operations........................................... 148,374 596,336
Interest expense................................................. (532,150) (747,547)
Reorganization expenses (Note 1)................................. (98,371) (131,431)
Other income..................................................... 10,230 7,143
------------ ------------
Loss before income taxes......................................... (471,917) (275,499)
Provision for intercompany income taxes.......................... -- --
------------ ------------
Net loss............................................... $ (471,917) $ (275,499)
========== ==========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-53
<PAGE> 148

WTVX-TV, KRYPTON BROADCASTING OF FT. PIERCE, INC.

STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT

<TABLE>
<S> <C>
Balance at January 1, 1994...................................................... $(5,250,211)
Net loss........................................................................ (275,499)
-----------
Balance at December 31, 1994.................................................... (5,525,710)
Net loss through August 4, 1995 (unaudited)..................................... (471,917)
-----------
Balance at August 4, 1995 (unaudited)........................................... $(5,997,627)
==========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-54
<PAGE> 149

WTVX-TV, KRYPTON BROADCASTING OF FT. PIERCE, INC.

STATEMENT OF CASH FLOWS

FOR THE FOR THE
PERIOD ENDED YEAR ENDED
AUGUST 4, DECEMBER 31,
1995 1994
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss......................................................... $ (471,917) $ (275,499)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.................................... 293,514 521,147
Program rights amortization...................................... 71,808 149,607
Allowance for doubtful accounts.................................. (11,697) 39,267
(Increase)/decrease in accounts receivable....................... 128,960 (169,954)
(Increase) in other current assets............................... (23,051) (16,765)
Increase/(decrease) in accounts payable and accrued
liabilities................................................... 5,146 (28,022)
Increase in accrued interest..................................... 532,150 747,547
--------- ---------
Net cash provided by operating activities........................ 524,913 967,328
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment.............................. (156,801) (346,703)
--------- ---------
Net cash used for investing activities........................... (156,801) (346,703)
--------- ---------
Cash flows from financing activities:
Payment of program rights payable................................ (90,321) (199,195)
--------- ---------
Net cash used for financing activities........................... (90,321) (199,195)
--------- ---------
Increase in cash and cash equivalents.............................. 277,791 421,430
Cash and cash equivalents at beginning of period................... 592,898 171,468
--------- ---------
Cash and cash equivalents at end of period......................... $ 870,689 $ 592,898
========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest........................................... $ 0 $ 0
========= =========
Non-cash operating activities:
Trade and barter revenue......................................... $ 430,875 $ 792,036
========= =========
Trade and barter expense......................................... $ 433,256 $ 787,155
========= =========
</TABLE>

The accompanying Notes to Financial Statements are
an integral part of the financial statements.

F-55
<PAGE> 150

WTVX-TV, KRYPTON BROADCASTING OF FT. PIERCE, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

WTVX-TV, Krypton Broadcasting of Ft. Pierce, Inc. (the "Company"),
operating as a subsidiary of Krypton International Corporation, is engaged in
the operation of a television broadcasting station in Ft. Pierce, Florida,
serving the West Palm Beach, Florida market.

On June 1, 1993, the Company filed a voluntary petition for reorganization
under Chapter 11 of the United States Bankruptcy Code in Miami, Florida. On
August 4, 1995, the Company sold all the assets, as specified in the related
asset purchase agreement, to Whitehead Media Corporation for approximately
$17,175,000, which exceeded recorded net assets.

Reorganization expenses included in the Statement of Operations for the
year ended December 31, 1994 is comprised of professional and attorney fees of
$131,431.

Cash and cash equivalents

Cash and cash equivalents are highly liquid investments with original
maturities of three months or less. Cash and cash equivalents are recorded at
fair value.

Property and equipment

<TABLE>
<S> <C>
Broadcasting tower and equipment......................................... 7-40 years
Building and improvements................................................ 40 years
Office furniture, equipment and other.................................... 7 years
Vehicles................................................................. 5 years
</TABLE>

Maintenance, repairs, and minor replacements of these items are charged to
expense as incurred.

Intangible assets

Intangible assets consist of the FCC license, which is stated at cost and
is being amortized using the straight-line method over 25 years.

Program rights

The Company obtains licenses for program rights which allow the Company to
broadcast program material in accordance with contractual agreements. Pursuant
to a licensing agreement, an asset is recorded for the program rights acquired
and a liability is recorded for the obligation incurred, at the gross amount of
the liability. Program rights are amortized on a method that approximates the
straight-line basis over the related term. Program rights which will not be
aired are charged to expense. Current program rights represent programs which
will be amortized during the next year; current liabilities represent program
rights which will be paid within the year under contractual agreements. Program
rights payable represent the obligation incurred to secure the right to
broadcast program material in accordance with a contractual agreement.

Income taxes

The Company's operating results have been included in the consolidated tax
returns of Krypton International Corporation, and a provision for intercompany
income taxes, which approximates the income tax provision calculated for the
Company on a standalone basis, has been included in the financial statements.

F-56
<PAGE> 151

WTVX-TV, KRYPTON BROADCASTING OF FT. PIERCE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1994

Revenue recognition

Revenue is recognized as advertising air time is broadcast.

Trade agreements

The Company enters into trade agreements which give rise to sales of
advertising air time in exchange for products and services. Sales from trade
agreements are recognized at the fair market value of products or services
received as advertising air time is broadcast. Products and services received
are expensed when used in the broadcast operations. If the Company uses
exchanged products or services before advertising air time is provided, a trade
liability is recognized.

Interim financial data

The interim financial data of the Company is unaudited; however, in the
opinion of the Company, the interim data includes all adjustments, consisting of
only normal recurring adjustments necessary for a fair statement of results of
the interim periods. The results of operations for the period ended August 4,
1995 are not necessarily indicative of the results that can be expected for the
entire fiscal year ending December 31, 1995.

2. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
Broadcasting tower and equipment........................................ $ 5,097,621
Building, land and improvements......................................... 704,823
Office furniture, equipment and other................................... 219,986
Vehicles................................................................ 26,145
------------
6,048,575
Less accumulated depreciation........................................... (1,563,257)
------------
Property and equipment, net............................................. $ 4,485,318
==========
Depreciation expense for the year....................................... $ 427,309
==========
</TABLE>

3. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
FCC license............................................................. $2,356,473
Less accumulated amortization........................................... (362,396)
------------
Intangible assets, net.................................................. $1,994,077
==========
Amortization expense for the year....................................... $ 93,838
==========
</TABLE>

F-57
<PAGE> 152

WTVX-TV, KRYPTON BROADCASTING OF FT. PIERCE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1994

4. PROGRAM RIGHTS:

Program rights consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
Program rights......................................................... $231,925
Less accumulated amortization.......................................... (98,171)
----------
133,754
Less current program rights............................................ 82,318
----------
$ 51,436
==========
Amortization expense for the year...................................... $149,607
==========
</TABLE>

5. LIABILITIES SUBJECT TO CHAPTER 11 PROCEEDINGS:

The principal categories of claims classified in the Balance Sheet as
liabilities subject to Chapter 11 proceedings at December 31, 1994 are as
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
Accounts payable....................................................... $ 392,102
Accrued interest....................................................... 650,932
Program license contracts.............................................. 2,603,999
-----------
$3,647,033
==========
</TABLE>

Reorganization expenses included in the statement of operations consist
primarily of professional and attorney fees related directly to the bankruptcy
proceedings (Note 1).

6. INCOME TAXES:

Deferred tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
<S> <C>
Assets:
Intangible assets..................................................... $ 24,231
Allowance for doubtful accounts....................................... 25,773
Net operating loss carryforwards...................................... 780,419
Valuation allowance................................................... (830,423)
--------
$ 0
========
</TABLE>

A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax asset will not be realized. A valuation allowance
has been provided for the deferred tax assets.

7. DEBT:

A portion of the Krypton International Corporation's debt and interest
costs which are directly related to WTVX-TV were allocated to the Company based
on the original purchase price of the station. Debt allocated at December 31,
1994 was approximately $8,535,000. Interest expense allocated for the year ended

F-58
<PAGE> 153

WTVX-TV, KRYPTON BROADCASTING OF FT. PIERCE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1994

December 31, 1994 was approximately $748,000. There are no other costs pushed
down by Krypton International Corporation as there are no others which are
directly related to the Company.

8. COMMITMENTS AND CONTINGENCIES:

The Company incurred expenses of approximately $64,900 for the year ended
December 31, 1994 under non-cancelable operating leases for office equipment and
office space. Future minimum annual payments under these non-cancelable
operating leases as of December 31, 1994, are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------
<S> <C>
1995............................................................ $ 44,668
1996............................................................ 4,538
1997............................................................ 3,492
1998............................................................ 873
1999............................................................ --
----------
$ 53,571
==========
</TABLE>

F-59
<PAGE> 154

INDEPENDENT AUDITORS' REPORT

The Shareholders
New Age Broadcasting, Inc. and
The Seventies Broadcasting Corporation
Miami, Florida 33145

Gentlemen:

We have audited the accompanying combined balance sheet of New Age
Broadcasting, Inc. and the Seventies Broadcasting Corporation (both S
corporations) as of September 30, 1995 and the related combined statements of
income, retained earnings and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly in
all material respects, the financial position of New Age Broadcasting, Inc. and
The Seventies Broadcasting Corporation as of September 30, 1995, and the results
of their operations and their cash flows for the year then ended in conformity
with generally accepted accounting principles.

/s/ VOYNOW, BAYARD AND COMPANY

--------------------------------------
VOYNOW, BAYARD AND COMPANY
Certified Public Accountants

Ft. Lauderdale, Florida
November 7, 1995

F-60
<PAGE> 155

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

COMBINED BALANCE SHEET
SEPTEMBER 30, 1995

<TABLE>
<CAPTION>
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6F)............................... $ 1,413,127
Accounts receivable:
Trade (net of allowance for doubtful accounts of $64,757)...... $ 2,326,187
Barter (Note 1D)............................................... 52,484
-----------
2,378,671
Prepaid expenses.................................................. 117,220
-----------
3,909,018
PLANT, PROPERTY AND EQUIPMENT (Note 1E)
Technical equipment, studio and tower............................. 1,757,993
Office equipment and fixtures, and transportation equipment....... 503,188
Capitalized tower lease (Note 3).................................. 643,686
-----------
2,904,867
Accumulated depreciation.......................................... 913,455
-----------
1,991,412
OTHER ASSETS (Note 1F)
Transmitter site leasehold interests, trademark, FCC licenses and
goodwill (net of amortization of $1,848,071)................... 25,739,435
Deferred financing costs (net of amortization of $66,139)......... 429,891
Lease costs (net of amortization of $2,849)....................... 1,789
Deposits.......................................................... 273,035
-----------
26,444,150
-----------
TOTAL ASSETS.............................................. $32,344,580
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt (Notes 2 and 3)................. $ 1,500,713
Accounts payable, Trade........................................... 210,398
Accrued expenses.................................................. 283,401
-----------
1,994,512
LONG-TERM DEBT
Notes payable (Note 2):
AT&T Commercial Finance Corporation............................ $23,435,921
Transportation equipment financing............................. 19,628
Stockholders (Note 2C)......................................... 1,450,000
Capital lease obligation (Note 3).............................. 641,523
-----------
25,547,072
Less: Current portion............................................. 1,500,713
-----------
24,046,359
-----------
TOTAL LIABILITIES......................................... 26,040,871
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY
Capital stock (Note 5)............................................ 1,080,000
Retained earnings................................................. 5,223,709
-----------
TOTAL STOCKHOLDERS' EQUITY................................ 6,303,709
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................ $32,344,580
==========
</TABLE>

See independent auditors' report.
The accompanying notes are an integral part of the financial statements.

F-61
<PAGE> 156

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

COMBINED STATEMENT OF INCOME AND RETAINED EARNINGS
YEAR ENDED SEPTEMBER 30, 1995

<TABLE>
<S> <C> <C>
TOTAL REVENUE....................................................... $13,414,345
OPERATING EXPENSES
Technical......................................................... $ 1,591,184
Agency and national commissions................................... 1,793,697
Sales............................................................. 2,203,143
General and administrative........................................ 923,126
Officer compensation.............................................. 347,500
Amortization...................................................... 669,832
Depreciation...................................................... 363,590
-----------
7,892,072
-----------
INCOME FROM OPERATIONS.............................................. 5,522,273
OTHER INCOME (EXPENSES)
Interest income................................................... 46,667
Interest expense.................................................. (2,000,679)
Abandonment loss.................................................. (110,527)
-----------
(2,064,539)
-----------
NET INCOME................................................ 3,457,734
RETAINED EARNINGS, BEGINNING........................................ 4,006,630
-----------
7,464,364
LESS: DISTRIBUTIONS................................................. 2,240,655
-----------
RETAINED EARNINGS, ENDING........................................... $ 5,223,709
==========
</TABLE>

See independent auditors' report.
The accompanying notes are an integral part of the financial statements.

F-62
<PAGE> 157

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

COMBINED STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 1995

<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME........................................................ $ 3,457,734
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Add (deduct) expenses not using cash
Depreciation and amortization................................ $ 1,043,401
Loss on abandonment of assets................................ 110,527
Decrease in bad debt allowance............................... (46,869)
Changes in assets and liabilities
(Increase) decrease in:
Accounts receivable........................................ (831,486)
Prepaid expenses........................................... (1,802)
Deposit.................................................... (8,026)
Increase in:
Accounts payable and accrued expenses........................ 219,853
------------
485,598
------------
Net Cash Provided by Operating Activities............... 3,943,332
CASH FLOWS FROM INVESTING ACTIVITIES
Cash purchase of property and equipment......................... (1,541,440)
Expenditures for license acquisition............................ (18,548,970)
Expenditures for trademark...................................... (1,120)
------------
Net Cash (Used in) Investing Activities................. (20,091,530)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of bank loan, net...................................... 22,137,858
Repayment of shareholder debt................................... (117,345)
Distributions paid.............................................. (2,240,655)
Repayment of bank debt.......................................... (2,140,000)
Expenditures for loan costs..................................... (447,210)
------------
Net Cash Provided by Financing Activities............... 17,192,648
------------
NET INCREASE IN CASH AND CASH EQUIVALENTS......................... 1,044,450
CASH AND CASH EQUIVALENTS, BEGINNING.............................. 368,677
------------
CASH AND CASH EQUIVALENTS, ENDING................................. $ 1,413,127
===========
SUPPLEMENTAL INFORMATION
Interest paid................................................... $ 1,908,049
===========
</TABLE>

See independent auditors' report.
The accompanying notes are an integral part of the financial statements.

F-63
<PAGE> 158

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

NOTES TO THE COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Organization and Operations

New Age Broadcasting, Inc. and The Seventies Broadcasting Corporation are
incorporated under the laws of the State of Florida with principal offices and
places of business in the Miami, Florida area. The corporations are engaged in
the business of operating FM radio stations, WXDJ-FM and WRMA-FM. Revenue is
earned from the sale of commercial time.

B. Principles of Combination

The financial statements of the two corporations have been presented on a
combined basis, as of September 30, 1995, because of their identical operation,
management and ownership. In addition, a common sales staff offers commercial
advertisements to customers from either one or both stations. All material
intercompany transactions and balances are eliminated in combination.

C. Station Acquisitions

New Age Broadcasting, Inc. acquired the operating assets of WXDJ-FM on
December 1, 1987 for a purchase price of $8,100,000. The Seventies Broadcasting
Corporation acquired the operating assets of WRMA-FM on January 26, 1995 for a
purchase price of $21,250,000. The total purchase price was allocated to the
assets acquired in proportion to their relative estimated fair market values
based on independent appraisals obtained by management. The allocations are
summarized as follows:

<TABLE>
<CAPTION>
WXDJ WRMA
---------- -----------
<S> <C> <C>
Station furniture, fixtures and equipment.................. $ 472,210 $ 1,451,030
Transmitter site leasehold interest, FCC license and
goodwill................................................. 7,627,790 19,798,970
---------- -----------
Total Purchase Price............................. $8,100,000 $21,250,000
========= ==========
</TABLE>

D. Barter Transactions

Reciprocal trade agreement transactions for advertising time are recorded
at the fair market value of the merchandise or services received and are
included in broadcast revenues and expenses. Any incomplete transactions are
recorded in accounts receivable or payable where appropriate.

E. Plant, Property and Equipment

Plant, property and equipment is stated at cost; additions and major
improvements are capitalized; expenditures for maintenance, repairs and minor
renewals are expensed as incurred. Any gain or loss on disposition of assets is
reflected in the statement of income. Depreciation of assets is computed by use
of the straight-line method over the estimated useful lives of the respective
assets, ranging from 5 to 10 years.

F-64
<PAGE> 159

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
SEPTEMBER 30, 1995

F. Intangible Assets

Costs of acquiring the leasehold interest and FCC license, as well as
financing costs, are capitalized. These intangible assets are being amortized
over the following estimated lives on a straight-line basis:

<TABLE>
<CAPTION>
AMORTIZATION EXPENSE
YEAR ENDED
ASSET COST LIFE SEPTEMBER 30, 1995
-------------------------------------------- ----------- -------- --------------------
<S> <C> <C> <C>
Transmitter site leaseholds, FCC licenses
and goodwill.............................. $27,552,060 40 years $523,807
Trademark................................... 35,431 14 years 885
Deferred financing costs.................... 496,040 5 years 144,216*
Lease costs, new tower...................... 4,638 5 years 924
-----------
$669,832
================
</TABLE>

- ---------------
* Includes $39,755 of unexpired cost of old debt at time of refinancing.

G. Statement of Cash Flows

For purposes of the statement of cash flows, the companies consider all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.

2. FINANCING ARRANGEMENTS

A. Note Payable, AT&T Commercial Finance Corporation

A term note was secured on January 26, 1995 from AT&T Commercial Finance
Corporation with the original principal amount of approximately $25,400,000. The
financing was used in the acquisition of the assets of WRMA-FM and the
refinancing of the remaining debt balance of WXDJ-FM, amounting to $3,322,000.
Monthly principal payments are required under the loan agreement as follows:

<TABLE>
<S> <C>
03/01/95 through 02/01/96................................................. $ 80,000
03/01/96 through 02/01/97................................................. 150,000
03/01/97 through 02/01/98................................................. 165,000
03/01/98 through 02/01/99................................................. 180,000
03/01/99 through 01/01/2000............................................... 200,000
</TABLE>

The remaining balance of the debt is due in full on February 1, 2000.

Interest is due monthly on the debt calculated at a rate based on the
commercial paper rate plus four percent. At September 30, 1995 this rate was
9.86%.

Substantially all corporate assets have been pledged to secure this
obligation. In addition, the stockholders have extended their personal
guarantees in the aggregate amount of $5,000,000. The debt agreements include
stipulations limiting capital expenditures, compensation, investments, dividends
and for the maintenance of minimum levels of working capital.

F-65
<PAGE> 160

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
SEPTEMBER 30, 1995

B. Notes Payable, Transportation Equipment

The company has secured financing for station vehicles in 1993 and 1994
from a local commercial bank. Forty-eight monthly payments of $742 are due
including interest. The debts are secured by the vehicles financed, as well as
by the personal guarantees of certain stockholders.

C. Notes Payable, Stockholders

Financing has been arranged from the stockholders on a demand basis in the
amount of $1,450,000. Annual interest has been accrued at the rate of six
percent. This debt has been subordinated to the AT&T Commercial Finance
Corporation obligation.

D. The notes mature over the next five years as follows:

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30,
- -------------
<S> <C> <C>
1996..................................................................... $ 1,458,903
1997..................................................................... 1,913,903
1998..................................................................... 2,086,822
1999..................................................................... 2,300,000
2000..................................................................... 17,245,921
-----------
$25,005,549
==========
</TABLE>

3. CAPITAL LEASE

As part of the acquisition of WRMA-FM, the company assumed the obligation
of a lease for space on the transmission tower. The lease is for a fifty year
term which commenced February 1, 1988. Based on the provisions of Financial
Accounting Standards Board Statement No. 13, the lease meets the criteria of a
capital lease and, accordingly, has been recorded as an asset with a capitalized
cost of $643,686. Depreciation of $9,979 and interest of $25,700, related to
this asset, have been charged to operations and included in technical expenses
on the income statement.

In the initial year of the lease the annual base rent amounted to $36,100
payable monthly. The rent increases annually by the U.S. Department of Labor
Consumer Price Index but never by more than 10%.

Future minimum lease payments inclusive of CPI increases to date, under the
capitalized lease are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30,
- -------------
<S> <C> <C>
1996...................................................................... $ 44,576
1997...................................................................... 44,576
1998...................................................................... 44,576
1999...................................................................... 44,576
2000...................................................................... 44,576
Thereafter................................................................ 1,663,872
----------
Total.............................................................. 1,886,752
Less amount representing interest assuming an implicit effective rate of
6%........................................................................ 1,245,231
----------
Present value of minimum lease payments................................... $ 641,521
=========
</TABLE>

F-66
<PAGE> 161

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
SEPTEMBER 30, 1995

4. INCOME TAXES

Both New Age Broadcasting, Inc., effective March 1, 1988, and The Seventies
Broadcasting Corporation, effective July 8, 1994 have elected to be taxed under
the provisions of Subchapter S of the Internal Revenue Code and the State of
Florida Code with fiscal years ending on September 30 and December 31,
respectively. Under these provisions, the companies do not pay federal or state
corporate income taxes on its income. The individual stockholders are liable for
federal and state income taxes on their respective shares of the companies'
taxable income.

From inception to February 29, 1988, New Age Broadcasting, Inc. was taxed
under provisions of subchapter C of the code in which the company is taxed
directly on its income. The company had incurred net operating losses of
$360,260, for tax purposes, which are available to be carried over to offset
taxable income in future years up to year 2002 should "S" status be terminated
at some future date prior to year 2002.

5. CAPITAL STOCK

New Age Broadcasting, Inc. is authorized to issue 1,000 shares of common
stock with a par value of $10. At the time of issuance, this stock was
designated to be either voting or nonvoting by action of the Board of Directors.
The company issued on February 29, 1988 and has outstanding 180 shares,
consisting of 49 voting shares and 131 nonvoting shares.

Seventies Broadcasting Corporation is authorized to issue 7,500 shares of
common stock with a par value of $.01. The company issued on July 8, 1994 and
has outstanding 1,000 shares.

6. COMMITMENTS AND CONTINGENCIES

A. Office Space Leases

Each company has secured office space in Miami, Florida under a five-year
lease which expires on April 30, 2000 with a five year renewal option
exercisable at that time.

B. Antenna Tower Lease

New Age Broadcasting, Inc. has secured antenna tower space at a facility in
Miami and is currently operating at that site under a temporary FCC operating
permit. The lease covering these facilities is for a five-year period, with six
five-year renewal periods, commencing September 1, 1992 with monthly rents of
$3,500 plus sales tax.

The antenna facility lease contains provisions allowing for the subletting
of the facility subject to typical landlord approval policies. The company is in
the process of obtaining a new site for its permanent transmitter facility. In
the event that the company relocates its antenna facility prior to the
expiration of the lease term, a duplicate rental payment would be expected if a
suitable replacement tenant cannot be located for the existing facility.

The Seventies Broadcasting Corporation antenna tower facility arrangement
is detailed in Note 3.

F-67
<PAGE> 162

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
SEPTEMBER 30, 1995

C. Minimum rentals required under the above noncancellable operating leases
are as follows:

<TABLE>
<CAPTION>
ANTENNA
OFFICE SPACE TOWER
YEAR ENDING --------------- -------
SEPTEMBER 30, WXDJ WRMA WXDJ TOTAL
- ------------- ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
1996.................................................. 64,332 70,875 42,000 177,207
1997.................................................. 66,444 70,875 42,000 179,319
1998.................................................. 66,444 70,875 38,500 175,819
1999.................................................. 66,444 70,875 137,319
2000.................................................. 22,150 23,625 45,775
</TABLE>

Rent expense for the year ended September 30, 1995 amounted to $239,249.

D. Station Vehicles

The Seventies Broadcasting Corporation has assumed vehicle leases acquired
in the acquisition. Remaining payments on these leases which expire in 1996 are
$5,695.

E. Temporary Operating Permit

New Age Broadcasting, Inc. is broadcasting from the facility in Miami,
Florida under the authority of a special temporary authorization granted by the
FCC. This authorization was necessary due to the destruction of the permanent
tower by Hurricane Andrew. This special temporary authorization expires on
February 14, 1996. Although an extension has not yet been granted and the
company has not returned to its original facility, management expects no
interruption in operations due to a construction permit granted by the FCC for a
new antenna and tower location and a pending application for a city of license
change which would allow WXDJ to remain at the existing temporary tower location
on a permanent basis.

F. The companies have bank deposits of $74,537 at September 30, 1995 in excess
of federally insured limits. The companies at September 30, 1995 have $1,178,295
on deposit with the Merrill Lynch Institutional Fund (an uninsured fund).

G. Litigation

The Seventies Broadcasting Corporation is involved in a lawsuit over a
lease for office space occupied by the company when it acquired WRMA. Management
believes that the lease is unenforceable and the company has since relocated
from these premises. Management believes that it will prevail in this legal
action and has, accordingly, made no provision in the financial statements for
any amounts under the lease obligation.

7. RELATED PARTY TRANSACTIONS

Affiliated companies will occasionally utilize the stations as part of
their promotional programming. Rates and terms for these spots are similar to
those offered to other customers. During the fiscal year, revenue from these
cash spots amounted to $273,680.

F-68
<PAGE> 163

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

UNAUDITED COMBINED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................................... $ 2,618,864 $ 271,416
Accounts receivable:
Trade (net of allowance for doubtful accounts of $64,757 and $104,720,
respectively)........................................................... 2,751,327 1,773,451
Barter.................................................................... 44,362 35,184
Prepaid expenses............................................................ 98,181 75,238
----------- -----------
5,512,734 2,155,289
----------- -----------
PLANT, PROPERTY AND EQUIPMENT
Technical equipment, studio and tower....................................... 1,799,094 576,130
Office equipment and fixtures and transportation equipment.................. 507,415 275,021
Capitalized tower lease..................................................... 643,686 --
----------- -----------
2,950,195 851,151
Accumulated depreciation.................................................... 991,527 564,266
----------- -----------
1,958,668 286,885
----------- -----------
OTHER ASSETS
Transmitter site leasehold interests, trademark, FCC licenses and goodwill
(net of amortization of $2,016,937 and $1,368,225, respectively).......... 25,571,675 6,421,417
Deferred financing costs (net of amortization of $99,422 and $54,865,
respectively)............................................................. 396,608 201,511
Lease costs (net of amortization of $3,080 and $2,156, respectively)........ 1,558 2,482
Deposits.................................................................... 273,035 1,515,009
----------- -----------
26,242,876 8,140,419
----------- -----------
TOTAL ASSETS......................................................... $33,714,278 $10,582,593
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt........................................... $ 1,500,713 $ 433,404
Accounts payable, trade..................................................... 170,755 199,208
Accrued expenses............................................................ 339,338 326,077
----------- -----------
2,010,806 958,689
----------- -----------
LONG TERM DEBT
Notes payable:
AT&T Commercial Finance Corporation....................................... 23,195,921 3,322,000
Transportation equipment financing........................................ 17,402 26,305
Stockholders.............................................................. 1,450,000 1,450,000
Capital lease obligation.................................................. 640,689 --
----------- -----------
25,304,012 4,798,305
Less: Current portion....................................................... 1,500,713 433,404
----------- -----------
23,803,299 4,364,901
----------- -----------
TOTAL LIABILITIES.................................................... 25,814,105 5,323,590
----------- -----------
STOCKHOLDERS' EQUITY
Capital stock............................................................... 1,080,000 1,080,000
Retained earnings........................................................... 6,820,173 4,179,003
----------- -----------
Total Stockholders' Equity........................................... 7,900,173 5,259,003
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........................... $33,714,278 $10,582,593
============ ============
</TABLE>

F-69
<PAGE> 164

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

UNAUDITED COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1995

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
TOTAL REVENUE....................................................... $4,350,353 $2,837,439
---------- ----------
OPERATING EXPENSES
Technical......................................................... 387,578 341,035
Agency and national commissions................................... 552,212 377,178
Sales............................................................. 569,142 623,476
General and administrative........................................ 334,340 263,900
Officer compensation.............................................. 62,500 30,000
Amortization...................................................... 201,274 50,302
Depreciation...................................................... 74,330 24,380
---------- ----------
2,181,376 1,710,271
---------- ----------
INCOME FROM OPERATIONS.............................................. 2,168,977 1,127,168
---------- ----------
OTHER INCOME (EXPENSES)
Interest income................................................... 26,440 --
Interest expense.................................................. (598,953) (272,139)
---------- ----------
(572,513) (272,139)
---------- ----------
NET INCOME................................................ 1,596,464 855,029
RETAINED EARNINGS, BEGINNING........................................ 5,223,709 4,006,629
---------- ----------
6,820,173 4,861,658
LESS: DISTRIBUTIONS................................................. -- 682,655
---------- ----------
RETAINED EARNINGS, ENDING........................................... $6,820,173 $4,179,003
========= =========
</TABLE>

F-70
<PAGE> 165

NEW AGE BROADCASTING, INC.
AND
THE SEVENTIES BROADCASTING CORPORATION

UNAUDITED COMBINED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME.......................................................... $1,596,464 $ 855,029
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Add (deduct) expenses not using cash
Depreciation and amortization.................................. 279,346 74,682
Changes in assets and liabilities
(Increase) decrease in:
Accounts receivable.......................................... (417,018) (308,319)
Prepaid expenses............................................. 19,039 40,180
Increase (decrease) in:
Accounts payable and accrued expenses........................ 16,294 251,339
---------- ---------
Net Cash Provided by Operating Activities................. 1,494,125 912,911
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash purchases of property and equipment.......................... (45,328) (20,883)
Expenditures for trademark........................................ -- (1,120)
Expenditures for loan costs....................................... -- (80,945)
---------- ---------
Net Cash (Used in) Investing Activities................... (45,328) (102,948)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of shareholder debt, net................................ -- (117,345)
Distributions paid................................................ -- (682,655)
Repayment of bank debt............................................ (243,060) (107,224)
---------- ---------
Net Cash (Used in) Financing Activities................... (243,060) (907,224)
---------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS.................................................. 1,205,737 (97,261)
CASH AND CASH EQUIVALENTS, BEGINNING................................ 1,413,127 368,677
---------- ---------
CASH AND CASH EQUIVALENTS, ENDING................................... $2,618,864 $ 271,416
========= =========
SUPPLEMENTAL INFORMATION
Interest paid..................................................... $ 598,953 $ 272,139
========= =========
</TABLE>

NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS

NOTE 1 -- BASIS OF PRESENTATION -- New Age Broadcasting, Inc. and The Seventies
Broadcasting Corporation (the "Companies") combined financial information
contained in the financial statements and notes thereto as of December 31, 1995
and 1994, and for the three month periods ended December 31, 1995 and 1994, are
unaudited. In the opinion of management, all adjustments necessary for the fair
presentation of such financial information have been included. These adjustments
are of a normal recurring nature. There have been no changes in accounting
policies since the period ended September 30, 1995. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These financial statements, footnotes, and discussions should be read
in conjunction with the September 30, 1995 financial statements and related
footnotes and discussions contained in such financial statements.

NOTE 2 -- SUBSEQUENT EVENTS -- The Companies have agreed to sell substantially
all of their station operating assets to a third party for a price of either (i)
$107.5 million in cash or (ii) $92 million in cash plus publicly traded stock
valued at approximately $23 million, at the option of the Companies. Further,
the Companies have recorded an accrued expense of approximately $115,000 in
connection with the office space lawsuit described in the notes to the September
30, 1995 financial statements.

F-71
<PAGE> 166

INDEPENDENT AUDITORS' REPORT

The Shareholders
New Age Broadcasting, Inc.
Miami, Florida 33145

Gentlemen:

We have audited the accompanying balance sheet of New Age Broadcasting,
Inc. (an S corporation) as of September 30, 1994 and the related statements of
income, retained earnings and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion the financial statements referred to above present fairly in
all material respects, the financial position of New Age Broadcasting, Inc. as
of September 30, 1994, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

/s/ VOYNOW, BAYARD AND COMPANY

--------------------------------------
VOYNOW, BAYARD AND COMPANY
Certified Public Accountants

Ft. Lauderdale, Florida
December 2, 1994

F-72
<PAGE> 167

NEW AGE BROADCASTING, INC.

BALANCE SHEET
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash (Note 6F)................................................................ $ 209,618
Cash, restricted funds (Note 2)............................................... 100,000
Accounts receivable:
Trade (net of allowance for doubtful accounts of $111,626).................. $1,343,103
Barter (Note 1E)............................................................ 86,436 1,429,539
----------
Prepaid expenses.............................................................. 58,742
----------
Total Current Assets................................................... 1,797,899
PLANT, PROPERTY AND EQUIPMENT (Note 1C)
Technical equipment, studio and tower......................................... 546,091
Office equipment and fixtures, and transportation equipment................... 275,021
----------
821,112
Accumulated depreciation...................................................... 539,886
----------
Net Plant, Property and Equipment...................................... 281,226
OTHER ASSETS (Note 1F)
Transmitter site leasehold interest, trademark, FCC license and goodwill (net
of amortization of $1,324,485).............................................. 6,464,036
Deferred financing costs (net of amortization of $48,534)..................... 78,077
Lease costs (net of amortization of $1,925)................................... 2,713
Deposits...................................................................... 265,009
----------
Total Other Assets..................................................... 6,809,835
----------
TOTAL ASSETS........................................................... $8,888,960
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt (Note 3).................................... $ 655,249
Accounts payable:
Trade....................................................................... 42,694
Barter (Note 1E)............................................................ 15,855
Accrued expenses.............................................................. 119,342
----------
Total Current Liabilities.............................................. 833,140
LONG-TERM DEBT
Notes payable (Note 3)
AT&T Commercial Finance Company............................................. 3,427,000
Transportation equipment financing.......................................... 28,531
Stockholders (Note 3C)...................................................... 217,345
----------
Total.................................................................. 3,672,876
Less: Current portion......................................................... 655,249
----------
Total Long-Term Debt................................................... 3,017,627
----------
TOTAL LIABILITIES...................................................... 3,850,767
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY
Capital stock (par value $10; 1,000 shares authorized, 180 shares issued and
outstanding) (Note 5)....................................................... 1,800
Additional paid in capital.................................................... 998,200
Retained earnings............................................................. 4,038,193
----------
Net Stockholders' Equity............................................... 5,038,193
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............................. $8,888,960
==========
</TABLE>

See independent auditors' report.
The accompanying notes are an integral part of the financial statements.

F-73
<PAGE> 168

NEW AGE BROADCASTING, INC.

STATEMENT OF INCOME AND RETAINED EARNINGS
YEAR ENDED SEPTEMBER 30, 1994

<TABLE>
<S> <C> <C>
NET REVENUE........................................................... $8,339,045
OPERATING EXPENSES
Technical........................................................... $ 765,129
Agency and national commissions..................................... 1,029,036
Sales............................................................... 1,475,112
General and administrative.......................................... 423,845
Officer compensation................................................ 220,000
Amortization........................................................ 229,305
Depreciation........................................................ 98,946
----------
Total Operating Expenses.................................... 4,241,373
----------
INCOME FROM OPERATIONS................................................ 4,097,672
OTHER INCOME, (EXPENSES)
Interest income..................................................... 57,771
Interest expense, bank.............................................. (314,252)
Interest expense, shareholders...................................... $ (152,599)
----------
Net Other Expenses.......................................... (409,080)
----------
NET INCOME.................................................. 3,688,592
RETAINED EARNINGS, BEGINNING.......................................... 349,601
----------
RETAINED EARNINGS, ENDING............................................. $4,038,193
=========
</TABLE>

See independent auditors' report.
The accompanying notes are an integral part of the financial statements.

F-74
<PAGE> 169

NEW AGE BROADCASTING, INC.

STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 1994

<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME.......................................................... $ 3,688,592
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Add (deduct) expenses not using cash
Depreciation and amortization.................................. $ 328,251
Increase in bad debt allowance................................. 90,186
Changes in assets and liabilities
(Increase) decrease in:
Accounts receivable............................................ (373,497)
Prepaid expenses............................................... 14,230
(Decrease) in:
Accounts payable and accrued expenses.......................... (251,382)
-----------
Total Adjustments......................................... (192,212)
-----------
Net Cash Provided by Operating Activities................. 3,496,380
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment........................... (95,703)
Expenditures for trademark acquisition............................ (35,432)
-----------
Net Cash Used in Investing Activities..................... (131,135)
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of new financing, equipment........................... 17,623
Repayment of bank debt............................................ (409,334)
Repayment of shareholder debt..................................... $(3,697,401)
-----------
Net Cash Used in Financing Activities..................... (4,089,112)
-----------
NET DECREASE IN CASH................................................ (723,867)
CASH, BEGINNING..................................................... 1,033,485
-----------
CASH, ENDING........................................................ 309,618
-----------
SUPPLEMENTAL INFORMATION
Interest paid..................................................... $ 453,224
-----------
</TABLE>

See independent auditors' report.
The accompanying notes are an integral part of the financial statements.

F-75
<PAGE> 170

NEW AGE BROADCASTING, INC.

NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Organization

New Age Broadcasting, Inc. was incorporated on November 19, 1987 under the
laws of the State of Florida. Its principal office and place of business is in
the Miami, Florida area.

B. Operations

The corporation is engaged in the business of operating an FM radio
station, WXDJ-FM. Revenue is gained from the sale of commercial time to third
parties.

C. Plant, Property and Equipment

All plant, property and equipment accounts are stated at cost; additions
and major improvements are capitalized; expenditures for maintenance, repairs
and minor renewals are expensed as incurred. Any gain or loss on disposition of
assets is reflected in the statement of income. Depreciation of assets is
computed by use of the straight-line method over the estimated useful lives of
the respective assets, ranging from 5 to 7 years.

D. Station Acquisition

The corporation acquired the operating assets of WXDJ-FM on December 1,
1987 for a purchase price of $8,100,000. The total purchase price was allocated
to the assets in proportion to their relative estimated fair market values based
on independent appraisals obtained by management. The allocation of the purchase
price is summarized, as follows:

<TABLE>
<S> <C>
Station furniture, fixtures and equipment................................ $ 472,210
Transmitter site leasehold interest, FCC license and goodwill............ 7,627,790
----------
Total Allocated Purchase Price................................. $8,100,000
=========
</TABLE>

E. Barter Transactions

Reciprocal trade agreement transactions for advertising time are recorded
at fair market value of the merchandise or services received and are included in
broadcast revenues and expenses. Any uncompleted transactions are recorded in
accounts receivable and payable as appropriate.

F. Intangible Assets

Costs of acquiring the leasehold interest and FCC license, as well as
financing and organization costs, are capitalized. These intangible assets are
being amortized over the following estimated lives on a straight-line basis:

<TABLE>
<CAPTION>
AMORTIZATION
EXPENSE FISCAL
YEAR ENDED
SEPTEMBER 30,
ASSET COST LIFE 1994
--------------------------------------------------- ---------- --------- --------------
<S> <C> <C> <C>
Transmitter site leasehold, FCC license and
goodwill......................................... $7,753,090 40 years $202,835
Trademark.......................................... 35,431 14 years 221
Deferred financing costs........................... 126,612 5 years 25,322
Lease costs, new tower............................. 4,638 5 years 927
-----------
$229,305
===========
</TABLE>

F-76
<PAGE> 171

NEW AGE BROADCASTING, INC.

NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
SEPTEMBER 30, 1994

2. CASH, RESTRICTED FUNDS

The company has placed $100,000 in a restricted bank account to comply with
State of Florida regulation related to a current promotional contest. The
restriction is expected to be removed from these funds at the contest conclusion
during the next quarter.

3. FINANCING ARRANGEMENTS

A. Notes Payable, AT&T Commercial Finance Corporation

A term note was secured on October 29, 1992 from AT&T Commercial Finance
Corporation in the original amount of $4,150,000. Monthly principal payments are
required under the loan agreements as follows:

<TABLE>
<S> <C>
03/1/93 through 11/1/93.................................................... $40,000
12/1/93 through 11/1/94.................................................... 33,000
12/1/94 through 11/1/95.................................................... 36,000
12/1/95 through 11/1/96.................................................... 40,000
12/1/96 through 10/1/97.................................................... 44,000
</TABLE>

The remaining balance of the debt is due in full on November 1, 1997.

Interest is due monthly on the debt calculated at a rate based on the prime
rate plus two percent. At September 30, 1994 this rate was 9.75%.

Substantially all corporate assets have been pledged to secure this
obligation. In addition, the stockholders have pledged their stock and have
given their personal guarantees to secure the obligation. The debt agreements
include stipulations limiting capital expenditures, compensation, investments
and dividends and for maintenance of a minimum level of working capital.

B. Notes Payable, Transportation Equipment

C. Notes Payable, Stockholders

Financing has been arranged from the stockholders on a demand basis. The
original amount of this financing was $3,510,000 with the related accrued,
unpaid interest amounting to $1,944,746 as of October 1, 1993. Due to
stipulations contained in the AT&T Commercial Finance Corporation loan
agreements described above, this debt and the related accrued, unpaid interest
has previously been classified as long term obligations of the company. By
agreement between the parties in fiscal year 1994, the company was permitted to
use excess cash to repay stockholder debt. As of September 30, 1994, $217,345
remained due to the stockholders and was repaid in October, 1994.

D. The notes mature over the next three years as follows:

<TABLE>
<CAPTION>
YEAR ENDING SEPTEMBER 30,
- -------------------------
<S> <C> <C>
1995 $ 655,249
1996 484,905
1997 2,532,722
----------
$3,672,876
=========
</TABLE>

F-77
<PAGE> 172

NEW AGE BROADCASTING, INC.

NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
SEPTEMBER 30, 1994

4. INCOME TAXES

Effective March 1, 1988, the company elected to be taxed under the
provisions of Subchapter S of the Internal Revenue Code and the State of Florida
Code with a fiscal year ending on September 30. Under these provisions, the
company does not pay federal or state corporate income taxes on its income. The
individual stockholders are liable for federal and state income taxes on their
respective shares of the company's taxable income.

From inception to February 29, 1988, the company was taxed under provisions
of Chapter C of the code which taxes the company directly on its income. The
company had incurred net operating losses of $360,260, for tax purposes, which
are available to be carried over to offset taxable income in future years up to
2002 should "C" status be elected at some future date prior to 2002.

5. CAPITAL STOCK

The company is authorized to issue 1,000 shares of common stock with a par
value of $10. At the time of issuance, this stock is designated to be either
voting or nonvoting by action of the Board of Directors. On February 29, 1988,
the company issued and has outstanding 180 shares of common stock, which consist
of 49 voting shares and 131 nonvoting shares.

6. COMMITMENTS AND CONTINGENCIES

A. Office Space Lease

The company has secured office space in Miami, Florida under a lease which
commenced May 21, 1991. The company has exercised its second renewal option
under that lease for the period June 1, 1994 through May 31, 1996.

B. Antenna Tower Lease

The company has secured antenna tower space at a facility in Miami and is
currently operating at that site under a temporary FCC operating permit. The
lease covering these facilities is for a five-year period, with six five-year
renewal periods, commencing September 1, 1992 with monthly rents of $3,500 plus
sales tax.

C. Minimum rents are required under the above leases as follows:

<TABLE>
<CAPTION>
OFFICE ANTENNA
YEAR ENDING SEPTEMBER 30, SPACE TOWER TOTAL
- ------------------------- ------- ------- -------
<S> <C> <C> <C> <C>
1995........................................... 60,472 44,940 105,412
1996........................................... 42,190 44,940 87,130
1997........................................... -- 41,195 41,195
------- ------- -------
102,662 131,075 233,737
======= ======= =======
</TABLE>

Rent expense for the year ended September 30,1994 amounted to $108,783.

D.The company has obtained office equipment under the terms of a lease which
has been recorded as a capitalized lease transaction. In this transaction,
both the asset and the corresponding liability have been

F-78
<PAGE> 173

NEW AGE BROADCASTING, INC.

NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
SEPTEMBER 30, 1994

recorded. The terms of the lease agreement require the payment of 60 monthly
installments of $141 including interest.

E. Temporary Operating Permit

The company is broadcasting from a facility in Miami, Florida under the
authority of a special temporary authorization granted by the FCC. This
authorization was necessary due to the destruction of the permanent tower by
Hurricane Andrew. This special temporary authorization expires on February 14,
1995. The company has filed an application of extension, which is being reviewed
by the FCC. Although an extension has not yet been granted and the company has
not returned to its original facility, management expects no interruption in
operations due to its continuing efforts in obtaining a permanent transmitter
facility.

F.The company had bank deposits of $109,618 at September 30, 1994 in excess of
federally insured limits.

7. RELATED PARTY TRANSACTIONS

Affiliated companies will utilize the station as part of their promotional
programming from time to time. Rates and terms for these spots are similar to
those offered to other customers. During the fiscal year, these cash spots
amounted to $58,775 of gross billings.

8. SUBSEQUENT EVENT

An agreement has been made by the owners of the corporation to acquire the
assets and operations of another radio station in the South Florida area. The
acquisition will actually be undertaken by a new corporation with identical
ownership as the company. It is expected that the acquisition financing
arrangements will involve a refinancing of the debt discussed in note 3A, with
the new loan balance secured by the assets of both companies.

F-79
<PAGE> 174

[PAXSON LOGO]
<PAGE> 175

- ------------------------------------------------------
- ------------------------------------------------------

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Certain Definitions and Market and
Industry Data........................ ii
Prospectus Summary..................... 1
Risk Factors........................... 12
The Proposed Acquisitions.............. 20
Use of Proceeds........................ 21
Price Range of Class A Common Stock.... 22
Dividend Policy........................ 22
Dilution............................... 22
Capitalization......................... 24
The Company............................ 25
Selected Historical and Pro Forma
Financial Data....................... 25
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 28
Business............................... 32
Management............................. 59
Certain Transactions................... 64
Principal and Selling Stockholders..... 68
Description of Capital Stock........... 69
Shares Eligible for Future Sale........ 74
Underwriting........................... 77
Legal Matters.......................... 80
Experts................................ 80
Available Information.................. 81
Index to Pro Forma Financial
Information.......................... P-1
Index to Financial Statements.......... F-1
</TABLE>

- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------

11,500,000 SHARES

[LOGO]

PAXSON COMMUNICATIONS
CORPORATION
CLASS A COMMON STOCK
------------
PROSPECTUS
, 1996
------------
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
CIBC WOOD GUNDY SECURITIES CORP.
BT SECURITIES CORPORATION
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 176

SUBJECT TO COMPLETION, DATED MARCH 4, 1996

PROSPECTUS 11,500,000 SHARES
[LOGO]
PAXSON COMMUNICATIONS CORPORATION

CLASS A COMMON STOCK

-------------------------

Of the 11,500,000 shares of Class A Common Stock, par value $.001 per share
(the "Class A Common Stock"), offered hereby, 10,300,000 shares are being issued
and sold by Paxson Communications Corporation (the "Company" or "Paxson
Communications") and 1,200,000 shares are being sold by certain stockholders of
the Company (the "Selling Stockholders"). See "Principal and Selling
Stockholders" and "Underwriting." The Company will not receive any part of the
proceeds from the sale of securities by the Selling Stockholders. Of the
11,500,000 shares of Class A Common Stock offered hereby, 2,300,000 shares are
being offered in an international offering outside the United States and Canada
by the Managers (as defined) (the "International Offering"), and 9,200,000
shares are being offered in the United States and Canada (the "U.S. Offering"
and, together with the International Offering, the "Offering") by the U.S.
Underwriters (as defined). The public offering price and aggregate underwriting
discount per share are identical for both offerings. See "Underwriting."

SEE "RISK FACTORS" STARTING ON PAGE 12 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE CLASS A COMMON
STOCK OFFERED HEREBY.

This document may not be passed on in the United Kingdom to any person
unless the person is of a kind described in Article 9(3) of the Financial
Services Act 1986 (Investment Advertisements) Order 1988 or as a person to whom
such document may otherwise lawfully be issued or passed on.
------------------

(1) The Company and the Selling Stockholders have agreed to indemnify the
Managers and the U.S. Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."

(2) Before deducting estimated expenses of $1,500,000 payable by the Company.

The shares of Class A Common Stock are being offered by the Managers named
herein, subject to prior sale, when, as and if accepted by them and subject to
certain conditions. It is expected that certificates for the shares of Class A
Common Stock offered hereby will be available for delivery on or about
, 1996, at the offices of Smith Barney Inc., 388 Greenwich
Street, New York, New York 10013.
------------------
SMITH BARNEY INC.
PAINEWEBBER INTERNATIONAL
CIBC WOOD GUNDY SECURITIES CORP.
BANKERS TRUST INTERNATIONAL PLC

, 1996

<PAGE> 177

- ------------------------------------------------------
- ------------------------------------------------------

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY MANAGER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
THERE ARE RESTRICTIONS ON THE OFFER AND SALE OF THE SHARES OF CLASS A COMMON
STOCK OFFERED HEREBY IN THE UNITED KINGDOM. ALL APPLICABLE PROVISIONS OF THE
FINANCIAL SERVICES ACT 1986 AND THE COMPANIES ACT 1985 WITH RESPECT TO ANYTHING
DONE BY ANY PERSON IN RELATION TO THE CLASS A COMMON STOCK IN, FROM OR OTHERWISE
INVOLVING THE UNITED KINGDOM MUST BE COMPLIED WITH. SEE "UNDERWRITING."
IN THIS PROSPECTUS, EACH REFERENCE TO "DOLLARS" AND "$" IS TO UNITED STATES
DOLLARS.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Certain Definitions and Market and
Industry Data........................ ii
Prospectus Summary..................... 1
Risk Factors........................... 12
The Proposed Acquisitions.............. 20
Use of Proceeds........................ 21
Price Range of Class A Common Stock.... 22
Dividend Policy........................ 22
Dilution............................... 22
Capitalization......................... 24
The Company............................ 25
Selected Historical and Pro Forma
Financial Data....................... 25
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 28
Business............................... 32
Management............................. 59
Certain Transactions................... 64
Principal and Selling Stockholders..... 68
Description of Capital Stock........... 69
Shares Eligible for Future Sale........ 74
Underwriting........................... 77
Certain United States Tax Consequences
to Non-United States Holders......... 78
Legal Matters.......................... 80
Experts................................ 80
Available Information.................. 81
Index to Pro Forma Financial
Information.......................... P-1
Index to Financial Statements.......... F-1
</TABLE>

11,500,000 SHARES

[LOGO]

PAXSON COMMUNICATIONS
CORPORATION

CLASS A COMMON STOCK
------------
PROSPECTUS
, 1996
------------
SMITH BARNEY INC.

PAINEWEBBER INTERNATIONAL

CIBC WOOD GUNDY SECURITIES CORP.

BANKERS TRUST INTERNATIONAL PLC
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 178

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following general discussion is a summary of certain U.S. federal
income and estate tax consequences of the ownership and disposition of Class A
Common Stock applicable to Non-U.S. Holders of such Class A Common Stock who
acquire and own such Class A Common Stock as a capital asset within the meaning
of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the
"Code"). A "Non-U.S. Holder" is a person other than (i) a citizen or resident of
the United States, (ii) a corporation or partnership created or organized in the
United States or under the laws of the United States or of any state, or (iii)
an estate or trust whose income is includable in gross income for United States
federal income tax purposes regardless of its source. For purposes of the
withholding tax on dividends discussed below, a non-resident fiduciary of an
estate or trust will be considered a Non-U.S. Holder.

This discussion does not consider specific facts and circumstances that may
be relevant to a particular Non-U.S. Holder's tax position and does not consider
U.S. state and local or non-U.S. tax consequences. This discussion also does not
consider the tax consequences to any person who is a stockholder, partner or
beneficiary of a holder of the Class A Common Stock. Further, it does not
consider Non-U.S. Holders subject to special tax treatment under the federal
income tax laws (including banks and insurance companies, dealers in securities,
and holders of securities held as part of a "straddle," hedge or "conversion
transaction").

The following discussion is based on provisions of the Code, the applicable
Treasury regulations promulgated and proposed thereunder and judicial authority
and administrative interpretations as of the date hereof. The foregoing are
subject to change, possibly on a retroactive basis, and any such change could
affect the continuing validity of this discussion.

THE FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION.
ACCORDINGLY, EACH PROSPECTIVE NON-U.S. HOLDER IS URGED TO CONSULT A TAX ADVISOR
WITH RESPECT TO UNITED STATES FEDERAL TAX CONSEQUENCES OF HOLDING AND DISPOSING
OF THE CLASS A COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE
UNDER THE LAWS OF ANY U.S. STATE, LOCAL OR OTHER U.S. OR NON-U.S. TAX
JURISDICTION.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder of the Class A Common Stock
will be subject to withholding of U.S. federal income tax at a 30% rate unless
such rate is reduced by an applicable income tax treaty. Dividends that are
effectively connected with such holder's conduct of a trade or business in the
United States or, if a tax treaty applies, attributable to permanent
establishment, or, in the case of an individual, a "fixed base," in the United
States ("U.S. trade or business income") are generally subject to U.S. federal
income tax at regular rates, but are not generally subject to the 30%
withholding tax if the Non-U.S. Holder files the appropriate form with the
payor. Any U.S. trade or business income received by a Non-U.S. Holder that is a
corporation may also, under certain circumstances, be subject to an additional
"branch profits tax" at the 30% rate or such lower rate as may be applicable
under an income tax treaty.

Dividends paid to an address in a foreign country are presumed (absent
actual knowledge to the contrary) to be paid to a resident of such country for
purposes of the withholding discussed above and, under the current
interpretation of U.S. Treasury regulations, for purposes of determining the
applicability of a tax treaty rate. Under proposed U.S. Treasury regulations not
currently in effect, however, a Non-U.S. Holder of the Class A Common Stock who
wishes to claim the benefit of an applicable treaty rate would be required to
satisfy applicable certification and other requirements, which would include the
requirement that the Non-U.S. Holder file a form which contains the holder's
name and address and an official statement by the competent authority in the
foreign country (as designated in the applicable tax treaty) attesting to the
holder's status as a resident thereof.
<PAGE> 179

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

A Non-U.S. Holder of the Class A Common Stock that is eligible for a
reduced rate of U.S. withholding tax pursuant to an income treaty may obtain a
refund of any excess amounts currently withheld by filing an appropriate claim
for a refund with the U.S. Internal Revenue Service.

DISPOSITION OF COMMON STOCK

Except as described below, a Non-U.S. Holder generally will not be subject
to U.S. federal income tax in respect of gain recognized on a disposition of
Class A Common Stock, provided that: (a) the gain is not U.S. trade or business
income, (b) the Non-U.S. Holder is not an individual who is present in the
United States for 183 or more days in the taxable year of the disposition and
who meets certain other requirements, (c) the Non-U.S. Holder is not subject to
tax pursuant to the provisions of the U.S. tax laws applicable to certain United
States expatriates and (d) either the Company is not a "U.S. real property
holding corporation" for federal income tax purposes or (i) the Class A Common
Stock is "regularly traded on an established securities market" (within the
meaning of the relevant provisions of the Code) and (ii) the Non-U.S. Holder has
not held, directly or indirectly, at any time during the 5-year period ending on
the date of disposition, more than 5% of the Class A Common Stock. The Company
believes that it is not now and has not been within the past five years, and
anticipates that it will not become, a U.S. real property holding corporation
for U.S. federal income tax purposes.

FEDERAL ESTATE TAXES

In general, an individual who is a Non-U.S. Holder for U.S. estate tax
purposes will incur liability for U.S. federal estate tax if the fair market
value of the property included in such individual's taxable estate for U.S.
federal estate tax purposes exceeds the statutory threshold amount. For these
purposes, Class A Common Stock owned or treated as owned by an individual who is
a Non-U.S. Holder at the time of death will be included in the individual's
taxable estate for U.S. federal estate tax purposes, unless an applicable estate
tax treaty provides otherwise.

U.S. INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING TAX

The Company must report annually to the Internal Revenue Service and to
each Non-U.S. Holder the amount of dividends paid to, and the tax withheld with
respect to, each Non-U.S. Holder. These reporting requirements apply whether or
not withholding was reduced or eliminated by an applicable tax treaty. Copies of
these information returns may also be made available under the provisions of a
specific treaty or agreement to the tax authorities in the country in which the
Non-U.S. Holder resides. The United States backup withholding tax (which
generally is a withholding tax imposed at the rate of 31% on certain payments to
persons that fail to furnish the information required under the United States
information reporting requirements) will generally not apply to dividends paid
on the Class A Common Stock to a Non-U.S. Holder at an address outside the
United States.

Except as provided below, Non-U.S. Holders will not be subject to
information reporting or backup withholding with respect to the payment of
proceeds from the disposition of the Class A Common Stock effected by the
Non-U.S. office of a broker. However, if the broker is a U.S. person or a U.S.
related person, information reporting (but not backup withholding) would apply
unless the broker has documentary evidence in its records as to the Non-U.S.
Holder's Non-U.S. status, or the Non-U.S. Holder certifies as to its Non-U.S.
status under penalty of perjury or otherwise establishes an exemption. For this
purpose, a "U.S. related person" is (i) a "controlled foreign corporation" for
U.S. federal income tax purposes, or (ii) a Non-U.S. person 50% or more of whose
gross income from all sources for the three-year period ending with the close of
its taxable year preceding the payment (or for such part of the period that the
broker has been in existence) is derived from activities that are effectively
connected with the conduct of a U.S. trade or business.

Non-U.S. Holders will be subject to information and backup withholding at a
rate of 31% with respect to the payment of proceeds from the disposition of the
Class A Common Stock effected by or through
<PAGE> 180

the United States office of a broker, U.S. or Non-U.S., unless the Non-U.S.
Holder certifies as to its Non-U.S. status under penalty of perjury or otherwise
establishes an exemption.

Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be allowed as a credit against such Non-U.S. Holder's U.S.
federal income tax, and any amounts withheld in excess of such Non-U.S. Holder's
federal income tax liability would be refunded, provided that the required
information is furnished to the Internal Revenue Service.
<PAGE> 181

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration fees -- Securities and Exchange Commission.......................... $ 77,526
NASD Filing Fee.................................................................. 22,983
American Stock Exchange filing fee............................................... 17,500
Legal fees and expenses*......................................................... 500,000
Accounting fees and expenses*.................................................... 350,000
Printing and engraving fees*..................................................... 275,000
Blue Sky fees and expenses*...................................................... 50,000
Transfer Agent's fees and expenses*.............................................. 10,000
Miscellaneous*................................................................... 196,991
----------
Total.................................................................. $1,500,000
=========
</TABLE>

- ---------------

* Estimated

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Delaware corporation. The Company's Certificate of
Incorporation and Bylaws provide for the mandatory indemnification of the
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law. Reference is made to the Delaware General Corporation Law and
to Section 145 thereof, which permits, and in some cases requires,
indemnification of directors, officers, employees and agents of the Company
under certain circumstances, subject to certain limitations.

The Delaware general corporation law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions that are by or in the right of the corporation) if they acted in good
faith and in a manner they reasonably believe to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was illegal. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification extends only to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action, and court
approval is required before there can be any indemnification if the person
seeking indemnification has been found liable to the corporation.

The underwriters also will agree to indemnify the directors and officers of
the Company against certain liabilities as set forth in Section 9 of the
Underwriting Agreement (U.S.) (see Exhibit 1.1 hereof) and Section 9 of the
Underwriting Agreement (International) (see Exhibit 1.2 hereof).

The Company has purchased insurance with respect to, among other things,
any liabilities that may arise under the statutory provisions referred to above.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The Company was incorporated on November 15, 1993. Since that date, the
Company has issued and sold the following unregistered securities:

(1) On December 15, 1993, the Company entered into a Consolidation
Agreement with various entities beneficially owned by the Company's current
Chief Executive Officer, Lowell W. Paxson, which resulted in the issuance
of 1,081 shares of common stock to Second Crystal Diamond, LP ("Second
Crystal") and 119 shares to Paxson Enterprises, Inc. ("PEI"), two entities
beneficially owned by Mr. Paxson.

II-1
<PAGE> 182

(2) On November 15, 1993, the Company issued 1,000 shares of 15%
Cumulative Compounding Redeemable Preferred Stock, par value $0.001 per
share and warrants to acquire 225 shares of common stock pursuant to a
Stock Purchase Agreement, dated as of December 5, 1993, by and among the
Company and Sandler Mezzanine Partners, L.P., Sandler Mezzanine Foreign
Partners, L.P., Sandler Mezzanine T-H Partners, L.P. and National Union
Fire Insurance Company (collectively, the "Sandler Group"). Such preferred
stock and warrants were issued for an aggregate purchase price of
$14,000,000. See Exhibit 10.2.

(3) On December 22, 1994, the Company issued 714.286 shares of Series
B 15% Cumulative Compounding Redeemable Preferred Stock to the Sandler
Group in exchange for the termination of 94.6223 of their warrants issued
on December 15, 1995, pursuant to an Exchange and Consent Agreement dated
as of December 22, 1994 by and among the Company and the Sandler Group. See
Exhibit 10.5.

(4) On December 22, 1994, the Company issued 33,000 shares of Senior
Cumulative Compounding Redeemable Preferred Stock to BT Investment
Partners, Inc., First Union Corporation of Virginia, Paribas North America,
Inc. and Union Venture Corporation, pursuant to a Stock Purchase Agreement
dated as of December 22, 1995, by and among the Company and such
purchasers. In connection therewith, the Company also issued such parties
warrants to purchase 3,235,753 shares of Class C Common Stock. The issuance
of such preferred stock and warrants was in consideration for an aggregate
purchase price of $33,000,000. See Exhibit 10.3.

(5) On April 1, 1995, the Company issued 94,767 shares of Class A
Common Stock to Plymouth County Retirement Association ("Plymouth")
pursuant to an Agreement to Dissolve Limited Partnership, pursuant to which
Plymouth's interest in a limited partnership controlled by the Company was
effectively exchanged for such shares.

(6) On September 28, 1995, the company issued $230,000,000 in
principal amount of its 11 5/8% Senior Subordinated Notes due 2003,
pursuant to a Securities Purchase Agreement dated as of September 28, 1995
between the Company, its subsidiaries and the initial purchasers thereof.

The issuance of all of the securities described above are deemed to be
exempt from registration under the Securities Act of 1933, as amended, in
reliance on Section 4(2) thereunder, as transactions by an issuer not involving
a public offering. The recipients of such securities represented their
intentions to acquire these securities for investments only and not with a view
to or for sale in connection with any distribution thereof, and appropriate
legends were affixed to the securities issued in such transactions.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C> <C>
1.1 -- Underwriting Agreement (U.S.)
1.2 -- Underwriting Agreement (International)
3.1.1 -- Certificate of Incorporation of the Company**
3.1.2 -- The Company's Certificate of Designations of the Company's 15% Cumulative
Compounding Redeemable Preferred Stock*
3.1.3 -- The Company's Certificate of Designations of the Company's Series B 15% Cumulative
Compounding Redeemable Preferred Stock**
3.1.4 -- The Company's Certificate of Designations of the Company's Junior Cumulative
Compounding Redeemable Preferred Stock**
3.1.5 -- By-laws of the Company
4.1 -- Form of Stock Certificate of Class A Common Stock being registered*
5 -- Legal Opinion of Holland & Knight
</TABLE>

II-2
<PAGE> 183

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C> <C>
9 -- Amended and Restated Stockholders Agreement, dated as of December 22, 1994, by and
among the Company and certain stockholders thereof**
9.1 -- Agreement dated March 26, 1996 amending the Amended and Restated Stockholders
Agreement, dated as of December 22, 1994, by and among the Company and certain
stockholders thereof and certain related agreements.
10.1 -- Securities Purchase Agreement, dated as of September 22, 1995, by and among the
Company, the Guarantors named therein and the Initial Purchasers named
therein*******
10.2 -- Stock Purchase Agreement, dated as of December 15, 1993, by and among the Company
and certain purchasers of the Company securities**
10.3 -- Stock Purchase Agreement dated as of December 22, 1994, by and among the Company
and certain purchasers of the Company securities**
10.4 -- Amended and Restated Stockholders Agreement dated as of December 22, 1994, by and
among the Company and certain stockholders thereof (incorporated by reference to
Exhibit 9)
10.4.1 -- Agreement dated March 26, 1996 amending the Amended and Restated Stockholders'
Agreement, by and among the Company and certain stockholders thereof and certain
related agreements (incorporated by reference to 9.1)
10.5 -- Exchange and Consent Agreement dated as of December 22, 1994 by and among the
Company and certain stockholders thereof**
10.9 -- Asset Purchase Agreement, dated as of March 10, 1994, by and between
Phipps-Potamkin Television Partners and the Company*
10.10 -- Asset Purchase Agreement, dated as of March 31, 1994, by and between Paxson
Communications of Atlanta-14, Inc. and TV-14, Inc.*
10.12 -- Asset Purchase Agreement between Delaware Valley Broadcasters Limited Partnership
and the Company dated October 14, 1994**
10.13 -- Asset Purchase Agreement between Paxson Communications of New London-26, Inc. and
R&R Media Corp. dated November 25, 1994**
10.14 -- Asset Agreement between the Company and Sandino Telecasters, Inc. dated December 5,
1994**
10.15 -- Asset Purchase Agreement by and among Paxson Communications of San Jose-65, Inc.
and Friendly Bible Church, Inc. and United Christian Broadcasting, Inc. dated
December 21, 1994**
10.16 -- Asset Purchase Agreement by and among Channel 56 of Orlando, Inc., Treasure Coast
Communications, Inc. and the Company dated December 23, 1994**
10.17 -- Asset Purchase Agreement by and among the Company and San Jacinto Television Corp.
and DuPont Investment Group 85, Ltd. dated January 20, 1995**
10.18 -- Asset Purchase Agreement by and among Paxson Communications of Boston-60, Inc. and
Paugus Television, Inc. and The Roger L. Putnam Trust and The Estate of Percival
Lowell, dated January 20, 1995**
10.19 -- First Amendment, dated as of May 17, 1995, to Asset Purchase Agreement by and
between Paxson Communications of Boston-60, Inc., Paugus Television, Inc., The
Roger L. Putnam Trust and The Estate of Percival Lowell, dated as of January 20,
1995****
10.20 -- Warrant Agreement dated as of December 15, 1993 by and among the Company and
William Watson as Warrant Agent*
10.21 -- Asset Purchase Agreement by and among Paxson Broadcasting of Tampa, L.P. and Largo
Broadcasting Company dated July 20, 1994**
10.22 -- Asset Purchase Agreement between Paxson Broadcasting of Orlando, L.P. and Florida
Media, Inc. dated September 23, 1994**
10.23 -- Asset Purchase Agreement between the Company and Tri-Talk Radio, L.C. dated
February 24, 1995**
10.24 -- Agreement between United Broadcast Group, Ltd. and Paxson Communications of
Dallas-68, Inc. dated December 14, 1994 and related Joint Request for Approval of
Settlement Agreement**
10.25 -- Warrant Agreement dated as December 22, 1994 by and among the Company and William
Watson as Warrant Agent**
</TABLE>

II-3
<PAGE> 184

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C> <C>
10.26 -- Employment Agreement dated as of June 30, 1994, by and between the Company and
Lowell W. Paxson*
10.27 -- Paxson Communication Corp. Profit Sharing Plan*
10.28 -- Paxson Communications Corp. Stock Incentive Plan*
10.29 -- Asset Purchase Agreement, dated as of March 31, 1995, by and among The Christian
Network, Inc. and LeSea Broadcasting Corporation and the Company***
10.30 -- Stock Purchase Agreement, dated as of April 30, 1995, by and among Channel 59 of
Denver, Inc. and David M. Drucker and Charles Ergen and the Company***
10.31 -- Asset Purchase Agreement, dated as of April 30, 1995, by and among Channel 59 of
Denver, Inc. and Echonet Corporation and the Company***
10.32 -- First Letter Agreement, dated as of December 2, 1994, to Asset Purchase Agreement
by and between Paxson Communications Corp. and Sandino Telecasters, Inc., dated as
of December 5, 1994****
10.33 -- Second Letter Agreement, dated as of December 5, 1994, to Asset Purchase Agreement
by and between Paxson Communications Corp. and Sandino Telecasters, Inc., dated as
of December 5, 1994****
10.34 -- Third Amendment, dated as of May 17, 1995, to Asset Purchase Agreement by and
between Paxson Communications Corp. and Sandino Telecasters, Inc., dated as of
December 5, 1994***
10.35 -- Asset Purchase Agreement, dated January 31, 1995, between Gary A. Rosen in his
capacity as Bankruptcy Trustee for Flying A Communications, Inc. and Paxson
Communications Corp.*****
10.36 -- Real Estate Sale and Purchase Agreement, dated as of May 18, 1995, by and between
F&M Bank -- Martinsburg and Paxson Communications of Washington-60, Inc.*****
10.37 -- Asset Purchase Agreement, dated as of June 1, 1995, by and between Channel 26 of
Dayton, Inc. and Video Mall Communications, Inc. for Television Station WTJC-TV,
Springfield, Ohio*****
10.38 -- Asset Purchase Agreement, dated as of May 23, 1995, by and among Whitehead Media,
Inc., Morton J. Kent and Canton, Inc. for Television Station WOAC (TV) Canton,
Ohio*****
10.39 -- Option Agreement dated December 29, 1995 by and among Whitehead Media, Inc.,
Whitehead Media of Ohio, Inc. and Paxson Communications of Cleveland-67, Inc. for
WOAC (TV), Channel 67, Canton, Ohio*******
10.40 -- Time Brokerage Agreement, dated October 30, 1995 between Whitehead Media, Inc. and
Paxson Communications of Cleveland-67, Inc. for WOAC (TV), Channel 67, Canton,
Ohio*******
10.41 -- Amendment to Time Brokerage Agreement dated December 29, 1995 between Whitehead
Media, Inc. and Paxson Communications of Cleveland-67, Inc. for WOAC (TV), Channel
67, Canton, Ohio******
10.42 -- Time Brokerage Agreement, dated September 22, 1994, effective as of August 4, 1995,
between Whitehead Media, Inc. and Paxson Communications Corporation for Television
Station WTVX-TV Fort Pierce, Florida******
10.43 -- Amendment to Time Brokerage Agreement, dated as of April 19, 1995, between
Whitehead Media, Inc. and Paxson Communications Corporation for Television Station
WTVX-TV Fort Pierce, Florida******
10.44 -- Amendment to Time Brokerage Agreement, dated December 29, 1995 by and between
Whitehead Media, Inc. and Paxson Communications of Ft. Pierce-34, Inc. for
Television Station WTVX-TV, Ft. Pierce, Florida*******
10.45 -- Option Agreement dated December 29, 1995 by and among Whitehead Media, Inc.,
Whitehead Media of Florida, Inc., and Paxson Communications of Ft. Pierce-34, Inc.
for Television Station WTVX-TV Ft. Pierce, Florida********
10.46 -- Non-compete Agreement dated August 18, 1995 between Paxson Communications
Corporation and Lowell W. Paxson*******
10.47 -- Asset Purchase Agreement dated as of August 23, 1995 by and among Valuevision
International, Inc., VVI Bridgeport, Inc., VVI Akron, Inc. and Paxson
Communications Corporation*******
</TABLE>

II-4
<PAGE> 185

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C> <C>
10.48 -- Time Brokerage Agreement dated August 31, 1995 by and between Channel 56 of
Orlando, Inc. and Paxson Communications of Orlando-56 Inc. for Television Station
WIRB(TV), Melbourne, Florida*******
10.49 -- Loan Agreement dated August 31, 1995 among Paxson Communications of Orlando-56,
Inc. and Channel 56 of Orlando, Inc.*******
10.50 -- Time Brokerage Agreement dated August 31, 1995 by and between UHF Channel 59 Corp.
and Paxson Communications of Denver-59, Inc. for Television Station KUBD(TV),
Denver, Colorado*******
10.51 -- Loan Agreement dated August 31, 1995 by and between Paxson Communications of
Denver-59, Inc. and Channel 59 of Denver, Inc.*******
10.52 -- Option Agreement dated August 31, 1995 by and among Paxson Communications of
Denver-59, Inc., Channel 59 of Denver, Inc., and UHF Channel 59 Corp.*******
10.53 -- Asset Purchase Agreement dated August 31, 1995 by and between Channel 13 of
Flagstaff, Inc., Michael C. Gelfand, and Del Ray Television Company, Inc.*******
10.53.1 -- Option Agreement, dated January 24, 1996, by and between Channel 13 of Flagstaff,
Inc. and Paxson Communications of Flagstaff-13, Inc. for television station
KWFB-TV.
10.54 -- Indenture dated as of September 28, 1995 among the Company, the Bank of New York,
as Trustee, and the Guarantors named therein (the indenture)*******
10.55 -- Original Note No. 1 for $115,000,000 CUSIP No. 704231-AA-7, with Guarantee of
Guarantors listed therein*******
10.56 -- Original Note No. 2 for $115,000,000 CUSIP No. 704231-AA-7, with Guarantee of
Guarantors listed therein*******
10.57 -- Form of New Note with Form of New Guarantee*******
10.58 -- Registration Rights Agreement dated as of September 28, 1995 by and among the
Company, the Guarantors named therein and each of the Purchasers referred to
therein*******
10.59 -- Asset Purchase Agreement dated October 2, 1995 by and between Whitehead Media, Inc.
and NGM Television Partners, Limited for Television Station WNGM-TV, Athens,
Georgia*******
10.60 -- Option Agreement dated December 29, 1995, by and between Whitehead Media, Inc.,
Whitehead Media of Georgia, Inc. and Paxson Communications of Atlanta-14, Inc. for
WNGM (TV), Channel 34, Athens, Georgia*******
10.61 -- Time Brokerage Agreement dated December 29, 1995 by and between Whitehead Media of
Georgia, Inc. and Paxson Communications of Atlanta-14, Inc. for WNGM (TV), Athens,
Georgia*******
10.62 -- Time Brokerage Agreement dated October 16, 1995 by and between Channel 26 of
Dayton, Inc. and Paxson Communications of Dayton-26, Inc. for Television Station
WTJC(TV), Springfield, Ohio*******
10.63 -- Loan Agreement dated October 6, 1995 by and among Paxson Communications of
Dayton-26, Inc. and Channel 26 of Dayton, Inc.*******
10.64 -- Option Agreement dated October 6, 1995 by and between Paxson Communications of
Dayton-26, Inc. and Channel 26 of Dayton, Inc.*******
10.65 -- Asset Purchase Agreement dated August 25, 1995 by and between Channel 13 of St.
Louis, Inc. and McEntee Broadcasting, Inc., for Television Station WCEE-TV, Mt.
Vernon, Illinois*******
10.65.1 -- Time Brokerage Agreement, dated January 26, 1996, between Channel 13 of St. Louis,
Inc. and Paxson Communications of St. Louis-13, Inc. for television station
WCEE-TV, Mt. Vernon, Illinois.
10.65.2 -- Option Agreement, dated January 26, 1996, by and between Channel 13 of St. Louis,
Inc. and Paxson Communications of St. Louis, Inc.
10.65.3 -- Letter Exercising Option, dated February 21, 1996, by and between Channel 13 of St.
Louis, Inc. and Paxson Communications of St. Louis-13, Inc. for television station
WCEE-TV.
10.66 -- Credit Agreement dated as of December 19, 1995, among PCC, the Lenders named
therein, Union Bank, as Agent*******
</TABLE>

II-5
<PAGE> 186

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C> <C>
10.67 -- Letter of Intent dated February 24, 1996, among the Company, New Age Broadcasting,
Inc. and The Seventies Broadcasting Corporation
10.68 -- Time Brokerage Agreement, dated December 17, 1993, by and between Bradenton
Broadcast Television Co., Ltd., and The Christian Network, Inc. regarding
television station WFCT-TV.
10.69 -- Loan and Option Agreement, dated December 17, 1993, between Bradenton Broadcasting
Television Company, Ltd. and The Christian Network, Inc. for Channel 66.
10.69.1 -- Partial Assignment of Loan and Option Agreement, dated May 15, 1994, between
Bradenton Broadcasting Television Company, Ltd., The Christian Network, Inc., and
Paxson Communications of Tampa-66, Inc. for Channel 66.
10.70 -- Partial Assignment of Time Brokerage Agreement, dated May 15, 1994, between
Bradenton Broadcast Television Company, Ltd., The Christian Network, Inc. and
Paxson Communications of Tampa-66, Inc.
10.71 -- Letter Exercising Option dated February 22, 1996, by Paxson Broadcasting of
Tampa-66, Inc. to exercise option on WFCT-TV.
10.72 -- Time Brokerage Agreement, dated April 1, 1994, by and between Channel 35 of Miami,
Inc. and Paxson Communications of Miami-35, Inc. regarding television station
WCTD-TV.
10.73 -- Option Agreement, dated April 1, 1994, by and between Channel 35 of Miami, Inc. and
Paxson Communications of Miami-35, Inc. regarding television station WCTD-TV.
10.74 -- Time Brokerage Agreement, dated January 31, 1996, by and between S&E Network, Inc.
and Paxson Communications of San Juan, Inc. for television station WSJN-TV.
10.74.1 -- Stock Purchase Agreement, by and between S&E Network, Inc. and Paxson
Communications of San Juan, Inc. for Television Station WSJN-TV.
10.75 -- Time Brokerage Agreement, dated October 31, 1995, by and between Roberts
Broadcasting Company of Raleigh-Durham L.P. and Paxson Communications of Raleigh
Durham-47, Inc. for television station WRMY-TV.
10.76 -- Option Agreement dated October 31, 1995, between Roberts Broadcasting Company of
Raleigh-Durham, L.P. and Paxson Communications of Raleigh-Durham-47, Inc. for
interest in WRMY-TV.
10.77 -- Loan Agreement, dated October 31, 1995, between Roberts Broadcasting Company of
Raleigh-Durham, L.P. and Paxson Communications Corporation for $4,000,000.
10.78 -- Letter of Intent, dated November 14, 1995, with Offshore Television regarding
television station WOST-TV.
10.79 -- Letter of Intent, dated February 22, 1996, with Roberts Broadcasting Company of
Salt Lake City LLC regarding television station KZAR-TV.
10.80 -- Loan Agreement, dated March 23, 1995, with Cocola Media Corporation of Florida for
construction of facilities for WHBI-TV.
10.81 -- Asset Purchase Agreement, dated January 31, 1996 between TeleSouth Communications,
Inc., Paxson Networks, Inc. and Lowell W. Paxson in connection with the sale of
South Carolina Radio Network.
10.82 -- Asset Purchase Agreement dated January 1, 1996, between the Company and Lowell W.
Paxson, in connection with the sale of World Travelers Network.
10.83 -- Lease Agreement, dated June 14, 1994, between Paxson Communications of Tampa-66,
Inc. and The Christian Network, Inc. for lease of production and distribution
facilities at WFCT-TV.
10.84 -- Replacement Promissory Note, dated October 20, 1995, from Channel 55 of Dallas,
Inc., assigned to the Company for $1,000,000 regarding KLDT-TV.
10.85 -- Letter of Intent, dated September 22, 1995, from The Christian Network, Inc. to
Western Michigan Family Broadcasting, Inc. for television station WJUE-TV, Battle
Creek, Michigan.
10.86 -- Letter of Intent, dated October 4, 1995, from The Christian Network, Inc. to
Cornerstone Television, Inc. for television station WOCD-TV, Amsterdam, New York.
21 -- Subsidiaries of the Company
23 -- Consent of Holland & Knight (contained in Exhibit 5)
</TABLE>

II-6
<PAGE> 187

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C> <C>
23.1 -- Consent of Price Waterhouse LLP, independent certified public accountants
23.2 -- Consent of Voynow, Bayard and Company, independent certified public accountants
23.4 -- Consent of Dow, Lohnes and Albertson
24 -- Powers of Attorney (included on signature pages of Registration Statement)
99.1 -- Tax Exemption Savings Agreement between the Company and The Christian Network,
Inc., dated May 15, 1994.
</TABLE>

- ---------------

<TABLE>
<C> <S>
* Filed with the Company's Registration Statement of Form S-4, filed September 26,
1994, Registration No. 33-84416 and incorporated herein by reference.
** Filed with the Company's Annual Report on Form 10-K, dated March 31, 1995 and
incorporated herein by reference.
*** Filed with the Company's Quarterly Report on Form 10-Q, dated May 12, 1995 and
incorporated herein by reference.
**** Filed with the Company's Report on Form 8-K dated June 1, 1995 and incorporated
herein by reference.
***** Filed with the Company's Quarterly Report on Form 10-Q, dated August 14, 1995 and
incorporated herein by reference.
****** Filed with the Company's Report on Form 8-K, dated August 21, 1995 and incorporated
herein by reference.
******* Filed with the Company's Registration Statement on Form S-4, as amended, filed
January 23, 1996 Registration No. 33-63765 and incorporated herein by reference.
******** Filed with the Company's Registration Statement on Form S-1, as amended, filed
January 26, 1996 Registration No. 333-473 and incorporated herein by reference..
</TABLE>

(b) Financial Statement Schedules

Consolidated financial statement schedule for the three years ended
December 31, 1995:

Valuation and Qualifying Accounts -- Allowances for Uncollectible
Accounts

All other financial statement schedules are omitted because they are either
not applicable or the required information is included in the financial
statements or notes thereto appearing elsewhere in this Registration Statement.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in said act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the act and will be governed by the final adjudication of
such issue.

II-7
<PAGE> 188

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-8
<PAGE> 189

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation, has duly caused this
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of
Florida, on March 27, 1996.

PAXSON COMMUNICATIONS CORPORATION

By: /s/ ANTHONY L. MORRISON

------------------------------------
Anthony L. Morrison

General Counsel, Vice President

and Secretary

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- --------------------------- --------------
<C> <S> <C>
* Chairman of the Board, March 27, 1996
- --------------------------------------------- Chief Executive Officer,
Lowell W. Paxson and Director (Principal
Executive Officer)
* Vice President, Chief March 27, 1996
- --------------------------------------------- Financial Officer, and
Arthur D. Tek Director (Principal
Financial Officer)
* Controller, (Principal March 27, 1996
- --------------------------------------------- Accounting Officer)
Kenneth M. Gamache
* President, Chief Operating March 27, 1996
- --------------------------------------------- Officer, and Director
James B. Bocock
* Director March 27, 1996
- ---------------------------------------------
Michael J. Marocco
* Director March 27, 1996
- ---------------------------------------------
John A. Kornreich
</TABLE>

II-9
<PAGE> 190

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- --------------------------- --------------
<C> <S> <C>

- --------------------------------------------- Director
J. Patrick Michaels, Jr.

* Director March 27, 1996
- ---------------------------------------------
S. William Scott

Director
- ---------------------------------------------
Bruce L. Burnham

*By: /s/ ANTHONY L. MORRISON
- ---------------------------------------------
Anthony L. Morrison
Attorney-in-Fact
</TABLE>

II-10
<PAGE> 191

SCHEDULE II

PAXSON COMMUNICATIONS CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
COLUMN C
------------------------
COLUMN B ADDITIONS COLUMN E
---------- ------------------------ -----------
BALANCE AT CHARGED TO COLUMN D BALANCE AT
BEGINNING COSTS AND ---------- END OF
COLUMN A OF YEAR EXPENSES OTHER DEDUCTIONS YEAR
- ---------------------------------------- ---------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
For the year ended December 31, 1995
Allowance for doubtful accounts......... $ 556,950 $1,098,181 $ -- $ (754,418)(1) $ 909,713
========= ========= ========== ========= ==========
Deferred tax assets valuation
allowance............................. $4,126,507 $ -- $10,882,493(2) $ -- $15,009,000
========= ========= ========== ========= ==========
For the year ended December 31, 1994
Allowance for doubtful accounts......... $ 212,244 $ 344,706 $ -- $ -- $ 556,950
========= ========= ========== ========= ==========
Deferred tax assets valuation
allowance............................. $ -- $ -- $ 4,126,507(2) $ -- $ 4,126,507
========= ========= ========== ========= ==========
For the year ended December 31, 1993
Allowance for doubtful accounts......... $ 122,563 $ 89,681 $ -- $ -- $ 212,244
========= ========= ========== ========= ==========
Deferred tax assets valuation
allowance............................. $ -- $ -- $ -- $ -- $ --
========= ========= ========== ========= ==========
</TABLE>

- ---------------
(1) Write off of uncollectible receivables.

(2) A valuation allowance related to deferred tax assets.

<PAGE> 1

EXHIBIT 1.1
<PAGE> 2
EXHIBIT 1.1

9,200,000 Shares

PAXSON COMMUNICATIONS CORPORATION

Class A Common Stock

U.S. UNDERWRITING AGREEMENT
---------------------------
March , 1996
---
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
CIBC WOOD GUNDY SECURITIES CORP.
BT SECURITIES CORPORATION

As Representatives of the Several U.S. Underwriters

c/o SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

Paxson Communications Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell an aggregate of 8,240,000 shares of its
Class A Common Stock, $0.001 par value per share, to the several Underwriters
named in Schedule II hereto (the "U.S. Underwriters"), and the persons named in
Part A of Schedule I hereto (the "Selling Stockholders"), severally and not
jointly, propose to sell to the several U.S. Underwriters an aggregate of [
] shares of Class A Common Stock and the persons named in Part B of Schedule I
hereto (the "Selling Warrantholders" and, together with the Selling
Stockholders, the "Selling Securityholders"), severally and not jointly,
propose to sell to the several U.S. Underwriters warrants (the "Firm Warrants")
to purchase [ ] shares of Class A Common Stock (the "Firm Warrant Shares").
The Company and the Selling Securityholders are hereinafter sometimes referred
to as the "Sellers." The Company's Class A Common Stock, $0.001 par value per
share, is hereinafter referred to as the "Class A Common Stock" and the
8,240,000 shares of Class A Common Stock to be issued and sold to the U.S.
Underwriters by the Company and the [ ] shares of Class A Common Stock
to be sold to the U.S. Underwriters by the Selling Stockholders are hereinafter
referred to as the "Firm Shares." The Firm Shares and the Firm Warrants are
hereinafter referred to as the "Firm Securities." The Company and the Selling
Securityholders listed in Part C of Schedule I hereto, severally and not
jointly, also propose to sell to the U.S. Underwriters, upon the terms and
conditions set forth in Section
<PAGE> 3

-2-

2 hereof, up to an additional [ ] shares (the "Additional Shares" and,
together with the Firm Shares, the "U.S. Shares") of Class A Common Stock and
warrants (the "Additional Warrants" and, together with the Firm Warrants, the
"U.S. Warrants") to purchase [ ] shares of Class A Common Stock (the
"Additional Warrant Shares" and, together with the Firm Warrant Shares, the
"U.S. Warrant Shares"). The Additional Shares and the Additional Warrants are
hereinafter referred to as the "Additional Securities." The U.S. Shares and
the U.S. Warrants are hereinafter referred to as the "U.S. Securities."

It is understood that the Company and the Selling
Securityholders are concurrently entering into an International Underwriting
Agreement, dated the date hereof (the "International Underwriting Agreement"
and, together with the U.S. Underwriting Agreement, the "Underwriting
Agreements"), providing for (i) the sale of [ ] shares of Class A Common
Stock (the "Firm International Shares"), of which 2,060,000 shares will be sold
by the Company and [ ] shares will be sold by the Selling
Securityholders, and warrants (the "Firm International Warrants") to purchase [
] shares of Class A Common Stock (the "Firm International Warrant Shares") and
(ii) the grant of an option to purchase up to an additional [ ] shares
of Class A Common Stock (the "Additional International Shares" and, together
with the Firm International Shares, the "International Shares") and warrants
(the "Additional International Warrants" and, together with the Firm
International Warrants, the "International Warrants") to purchase [ ]
shares of Class A Common Stock (the "Additional International Warrant Shares"
and, together with the Firm International Warrant Shares, the "International
Warrant Shares"), through arrangements with certain underwriters outside the
United States and Canada (the "Managers"), for whom Smith Barney Inc.,
PaineWebber International (U.K.) Ltd., CIBC Wood Gundy Securities Corp. and
Bankers Trust International PLC are acting as lead managers (the "Lead
Managers"). The International Shares and the International Warrants are
hereinafter referred to as the "International Securities." The International
Shares and the U.S. Shares are hereinafter referred to as the "Shares." The
International Warrants and the U.S. Warrants are hereinafter referred to as the
"Warrants." The International Warrant Shares and the U.S. Warrant Shares are
hereinafter referred to as the "Warrant Shares." The International Securities
and the U.S. Securities are hereinafter referred to as the "Securities."

The Company and the Selling Securityholders understand that
the U.S. Underwriters and the Managers intend to exercise the Warrants
immediately upon their receipt and will offer the Warrant Shares publicly as
described in the Registration State-
<PAGE> 4

-3-

ment (as hereinafter defined). The Shares and the Warrant Shares are
hereinafter referred to as the "Offered Shares."

The Company and the Selling Securityholders also understand
that the U.S. Underwriters and the Managers have entered into an agreement (the
"Agreement Between U.S. Underwriters and Managers") contemplating the
coordination of certain transactions between the U.S. Underwriters and the
Managers and that, pursuant thereto and subject to the conditions set forth
therein, the U.S. Underwriters may purchase from the Managers a portion of the
International Securities or sell to the Managers a portion of the U.S.
Securities. The Company understands that any such purchases and sales between
the U.S. Underwriters and the Managers shall be governed by the Agreement
Between U.S. Underwriters and Managers and shall not be governed by the terms
of this Agreement or the International Underwriting Agreement.

The Company and the Selling Securityholders wish to confirm as
follows their respective agreements with you (the "Representatives") and the
other several U.S. Underwriters on whose behalf you are acting, in connection
with the several purchases of the U.S. Securities by the U.S. Underwriters.

1. Registration Statement and Prospectus. The Company
has prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act") a registration statement on Form S- 1 under the Act
(the "Registration Statement"), including prospectuses subject to completion
relating to the Offered Shares. The term "Registration Statement" as used in
this Agreement means the Registration Statement (including all financial
schedules and exhibits) and any registration statement filed pursuant to Rule
462(b) under the Act, each as amended at the time it becomes effective, or, if
the Registration Statement became effective prior to the execution of this
Agreement, as supplemented or amended prior to the execution of this Agreement.
If it is contemplated, at the time this Agreement is executed, that a
post-effective amendment to the Registration Statement will be filed and must
be declared effective before the offering of the Offered Shares may commence,
the term "Registration Statement" as used in this Agreement means the
Registration Statement as amended by said post-effective amendment. The term
"Prospectuses" as used in this Agreement means the prospectuses in the forms
included in the Registration Statement (including any prospectus subject to
completion meeting the requirements of Rule 434(b) under the Act), or, if the
prospectuses included in the Registration Statement omit informa-
<PAGE> 5

-4-

tion in reliance on Rule 430A under the Act and such information is included in
the prospectuses or term sheets (within the meaning of Rule 434 under the Act)
filed with the Commission pursuant to Rule 424(b) under the Act, the term
"Prospectuses" as used in this Agreement means the prospectuses in the form
included in the Registration Statement as supplemented by the addition of the
Rule 430A information contained in the prospectuses or term sheets (within the
meaning of Rule 434 under the Act) filed with the Commission pursuant to Rule
424(b). The term "Prepricing Prospectuses" as used in this Agreement means the
prospectuses subject to completion in the forms included in the Registration
Statement at the time of the initial filing of the Registration Statement with
the Commission or in any amendment to the Registration Statement filed with the
Commission, and as such prospectuses shall have been amended from time to time
prior to the date of the Prospectuses.

It is understood that two forms of Prepricing Prospectus and
two forms of Prospectus are to be used in connection with the offering and sale
of the Offered Shares: a Prepricing Prospectus and a Prospectus relating to
the U.S. Shares and the U.S. Warrant Shares that are to be offered and sold in
the United States (as defined herein) or Canada (as defined herein) to U.S. or
Canadian Persons (as defined herein) (the "U.S. Prepricing Prospectus" and the
"U.S. Prospectus," respectively), and a Prepricing Prospectus and a Prospectus
relating to the International Shares and the International Warrant Shares which
are to be offered and sold outside the United States and Canada to persons
other than U.S. or Canadian Persons (the "International Prepricing Prospectus"
and the "International Prospectus," respectively). The U.S. Prospectus and the
International Prospectus are herein collectively called the "Prospectuses," and
the U.S. Prepricing Prospectus and the International Prepricing Prospectus are
herein called the "Prepricing Prospectuses." For purposes of this Agreement:
"Rules and Regulations" means the rules and regulations adopted by the
Commission under the Act; "U.S. or Canadian Person" means any resident or
national of the United States or Canada, any corporation, partnership or other
entity created or organized in or under the laws of the United States or Canada
or any estate or trust the income of which is subject to United States or
Canadian income taxation regardless of the source of its income (other than the
foreign branch of any U.S. or Canadian Person), and includes any United States
or Canadian branch of a person other than a U.S. or Canadian Person; "United
States" means the United States of America (including the states thereof and
the District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction; and
<PAGE> 6

-5-

"Canada" means Canada and its territories, its possessions and other areas
subject to its jurisdiction.

2. Agreements to Sell and Purchase. Subject to such
adjustments as you may determine in order to avoid fractional shares, the
Company hereby agrees, subject to all the terms and conditions set forth
herein, to issue and sell to each U.S. Underwriter and, upon the basis of the
representations, warranties and agreements of the Company, the Selling
Securityholders and the U.S. Underwriters herein contained and subject to all
the terms and conditions set forth herein, each U.S. Underwriter, severally and
not jointly, agrees to purchase from the Company, at a purchase price of $[
] per share (the "purchase price per share"), the number of Firm Shares which
bears the same proportion to the aggregate number of Firm Shares to be issued
and sold by the Company as the number of Firm Shares set forth opposite the
name of such U.S. Underwriter in Schedule II hereto (or such number of Firm
Shares increased as set forth in Section 12 hereof) bears to the aggregate
number of Firm Shares to be sold by the Company and the Selling Securityholders
(with respect to each U.S. Underwriter, such U.S. Underwriter's "Pro Rata
Share"). The Company agrees, upon receipt of the exercise price of the Firm
Warrants and surrender of the certificates, if any, representing such Firm
Warrants, to issue to the U.S. Underwriters the Firm Warrant Shares.

Subject to such adjustments as you may determine in order to
avoid fractional shares or warrants, each Selling Securityholder hereby agrees,
severally and not jointly, and subject to all the terms and conditions set
forth herein, to sell to each U.S. Underwriter and, upon the basis of the
representations, warranties and agreements of the Company, the Selling
Securityholders and the U.S. Underwriters herein contained and subject to all
the terms and conditions set forth herein, each U.S. Underwriter, severally and
not jointly, agrees to purchase from each Selling Securityholder (i) that
number of Firm Shares, if any, set forth opposite such Selling Securityholder's
name on Part A of Schedule I hereto multiplied by each such U.S. Underwriter's
Pro Rata Share at the purchase price per share and (ii) that number of Firm
Warrants, if any, set forth opposite such Selling Securityholder's name on Part
B of Schedule I hereto multiplied by each such U.S. Underwriter's Pro Rata
Share at the warrant purchase price. "Warrant purchase price" for any Warrant
means the excess of (i) the purchase price per share multiplied by the number
of Warrant Shares issuable upon the exercise of the Warrant over (ii) the
exercise price of such Warrant.
<PAGE> 7

-6-

The Company and the Selling Securityholders listed in Part C
of Schedule I hereto also agree, severally and not jointly, and subject to all
the terms and conditions set forth herein, to sell to the U.S. Underwriters
and, upon the basis of the representations, warranties and agreements of the
Company, the Selling Securityholders and the U.S. Underwriters herein contained
and subject to all the terms and conditions set forth herein, the U.S.
Underwriters shall have the right to purchase from the Company and the Selling
Securityholders listed in Part C of Schedule I hereto, at the purchase price
per share in the case of any Additional Shares and at the warrant purchase
price in the case of any Additional Warrants, pursuant to an option (the
"over-allotment option") which may be exercised at any time and from time to
time prior to 9:00 P.M., New York City time, on the 30th day after the date of
the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a
holiday, on the next business day thereafter when the American Stock Exchange
is open for trading), that number of Additional Shares and Additional Warrants,
if any, set forth opposite their respective names in Part C of Schedule I.
Additional Shares and Additional Warrants may be purchased only for the purpose
of covering over-allotments made in connection with the offering of the Firm
Shares and the Firm Warrant Shares. The Additional Shares and Additional
Warrants which the U.S. Underwriters elect to purchase upon any exercise of the
over-allotment option shall be provided (i) by the Company in the form of
Additional Shares equal to the number of Additional Shares set forth opposite
its name on Part C of Schedule I hereto multiplied by a fraction, the numerator
of which is the aggregate number of shares of Class A Common Stock which the
U.S. Underwriters elect to purchase (either directly through the purchase of
Additional Shares or indirectly through the purchase and subsequent exercise of
Additional Warrants) and the denominator of which is the aggregate number of
Additional Shares and Additional Warrant Shares (such fraction, the "Purchased
Percentage") and (ii) by each Selling Securityholder in the form of Additional
Shares and/or Additional Warrants determined by multiplying the number of
Additional Shares and/or Additional Warrant Shares that would be issued upon
the exercise of such Selling Securityholder's Additional Warrants, each as set
forth opposite such Selling Securityholder's name on Part C of Schedule I
hereto by the Purchased Percentage. Upon any exercise of the over-allotment
option, each U.S. Underwriter, severally and not jointly, agrees to (i)
purchase from the Company and each Selling Securityholder who has agreed to
sell Additional Shares that number of Additional Shares to be sold by the
Company or such Selling Securityholder determined pursuant to the preceding
sentence multiplied by each such U.S. Underwriter's Pro Rata Share and (ii)
purchase from each Selling Securityholder who has
<PAGE> 8

-7-

agreed to sell Additional Warrants that number of Additional Warrants to be
sold by the Company or such Selling Securityholder determined pursuant to the
preceding sentence multiplied by each such U.S. Underwriter's Pro Rata Share.
The Company agrees, upon receipt of the exercise price of the Additional
Warrants and surrender of the certificates, if any, representing such
Additional Warrants, to issue to the U.S. Underwriters the Additional Warrant
Shares.

Certificates in transferable form for the U.S. Shares and the
U.S. Warrants which each of the Selling Securityholders agrees to sell pursuant
to this Agreement [(other than Shares issuable upon the exercise of options)]
have been placed in custody with First Union National Bank of North Carolina
(the "Custodian") for delivery under this Agreement pursuant to a Custody
Agreement and Power of Attorney (collectively, the "Custody Agreement")
executed by each of the Selling Securityholders appointing Arthur D. Tek and
Anthony L. Morrison as agents and attorneys-in-fact (the "Attorneys-in-Fact").
With respect to Shares issuable upon the exercise of stock options held by
certain of the Selling Securityholders, the Selling Securityholders holding
such options have deposited with the Custodian irrevocable option exercise and
payment direction letters in form and substance satisfactory to the
Representatives. Each Selling Securityholder agrees, severally and not
jointly, that (i) the U.S. Shares and the U.S. Warrants represented by the
certificates deposited by such Selling Securityholder in custody pursuant to
the Custody Agreement are subject to the interests of the U.S. Underwriters,
the Company and each other Selling Securityholder, (ii) the arrangements made
by such Selling Securityholder for such custody are, except as specifically
provided in the Custody Agreement, irrevocable, and (iii) to the extent that
such Selling Securityholder can, by reliance on this clause (iii), vary the
provisions of any applicable law, the obligations of such Selling
Securityholder hereunder and under the Custody Agreement shall not be
terminated by any act of such Selling Securityholder or by operation of law,
whether upon the death or incapacity of any Selling Securityholder or the
occurrence of any other event, except as specifically provided in the Custody
Agreement. Subject to the terms and conditions of the Custody Agreement, if
any Selling Securityholder shall die or be incapacitated or if any other event
referred to in clause (iii) of the immediately preceding sentence shall occur
before the delivery of the U.S. Shares and the U.S. Warrants hereunder,
certificates for the U.S. Shares and the U.S. Warrants of such Selling
Securityholder shall be delivered to the U.S. Underwriters by the
Attorneys-in-Fact in accordance with the terms and conditions of this Agreement
and the Custody Agreement
<PAGE> 9

-8-

as if such death or incapacity or other event had not occurred, regardless of
whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have
received notice of such death, incapacity or other event. To the extent
specifically provided in the Custody Agreement, each Attorney-in-Fact is
authorized, on behalf of such Selling Securityholder, to execute this Agreement
and certain other documents in connection with the sale of the U.S. Shares and
the U.S. Warrants to be sold hereunder by such Selling Securityholder including
acknowledging, on behalf of such Selling Securityholder, receipt of the
proceeds from the sale of the U.S. Shares and the U.S. Warrants. Each
Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Each U.S. Underwriter represents, warrants, covenants and
agrees that, except as contemplated under Section 2 of the Agreement Between
U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing
any Shares or Warrants for the account of anyone other than a U.S. or Canadian
Person, (ii) it has not offered or sold, and will not offer, sell, resell or
deliver, directly or indirectly, any Shares or Warrants or distribute any U.S.
Prospectus outside the United States or Canada or to anyone other than a U.S.
or Canadian Person and (iii) any offer of Shares or Warrants in Canada will be
made only pursuant to an exemption from the requirement to file a prospectus in
the relevant province of Canada in which such offer is made.

3. Terms of Public Offering. The Sellers have been
advised by you that the U.S. Underwriters propose to make a public offering of
their respective portions of the Offered Shares as soon after the Registration
Statement and this Agreement have become effective as in your judgment is
advisable and initially to offer such Offered Shares upon the terms set forth
in the U.S. Prospectus.

4. Delivery of the Securities and Payment Therefor.
Delivery to the U.S. Underwriters of and payment for the Firm Securities shall
be made at the office of Smith Barney Inc., 388 Greenwich Street, New York, NY
10013, at 10:00 A.M., New York City time, on March [ ], 1996 (the "Closing
Date"). The place of closing for the Firm Securities and the Closing Date may
be varied by agreement among you, the Company and the Attorneys-in-Fact.

Delivery to the U.S. Underwriters of and payment for any
Additional Securities to be purchased by the U.S. Underwriters shall be made at
the aforementioned office of Smith Barney Inc. at such times on such dates
(each, an "Option Closing
<PAGE> 10

-9-

Date"), which may be the same as the Closing Date but shall in no event be
earlier than the Closing Date nor earlier than three nor later than ten
business days after the giving of the notice hereinafter referred to, as shall
be specified in a written notice from you on behalf of the U.S. Underwriters to
the Company and the Attorneys-in-Fact of the U.S. Underwriters' determination
to purchase a number, specified in such notice, of Additional Securities. The
place of closing for any Additional Securities and the Option Closing Date for
such Additional Securities may be varied by agreement among you, the Company
and the Attorneys-in-Fact.

Certificates for the Firm Shares and the Firm Warrant Shares
and for any Additional Shares and any Additional Warrant Shares to be purchased
hereunder (or acquired upon the exercise of Warrants purchased hereunder) shall
be registered in such names and in such denominations as you shall request
prior to 1:00 P.M., New York City time, on the second business day preceding
the Closing Date or any Option Closing Date, as the case may be. Such
certificates shall be made available to you in New York City for inspection and
packaging not later than 9:30 A.M., New York City time, on the business day
next preceding the Closing Date or the Option Closing Date, as the case may be.
The certificates evidencing the Firm Shares and the Firm Warrant Shares and any
Additional Shares and any Additional Warrant Shares to be purchased hereunder
(or acquired upon the exercise of Warrants purchased hereunder) shall be
delivered to you on the Closing Date or the Option Closing Date, as the case
may be, against payment of the purchase price therefor by certified or official
bank check or checks payable in New York Clearing House (next day) funds to the
order of the Company or the Attorneys-in-Fact, as the case may be.

5. Agreements of the Company. The Company agrees with
the several U.S. Underwriters as follows:

-10-

(b) The Company will advise you promptly and, if
requested by you, will confirm such advice in writing: (i) of any
request by the Commission for amendment of or a supplement to the
Registration Statement, any of the Prepricing Prospectuses or the
Prospectuses or for additional information; (ii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the
Offered Shares for offering or sale in any jurisdiction or the
initiation of any proceeding for such purpose; and (iii) within the
period of time referred to in the first sentence of paragraph (f) of
this Section 5, of any change in the Company's or any of its
subsidiaries' condition (financial or other), business, prospects,
properties, net worth or results of operations, or of the happening of
any event, which makes any statement of a material fact made in the
Registration Statement or the Prospectuses (as then amended or
supplemented) untrue or which requires the making of any additions to
or changes in the Registration Statement or the Prospectuses (as then
amended or supplemented) in order to state a material fact required by
the Act or the regulations thereunder to be stated therein or
necessary in order to make the statements therein not misleading, or
of the necessity to amend or supplement the Prospectuses (as then
amended or supplemented) to comply with the Act or any other law. If
at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, the Company will use its
best efforts to obtain the withdrawal of such order at the earliest
possible time.

(c) The Company will furnish to you, without charge, five
signed copies of the registration statement as originally filed with
the Commission and of each amendment thereto, including financial
statements and all exhibits thereto, and will also furnish to you,
without charge, such number of conformed copies of the registration
statement as originally filed and of each amendment thereto, but
without exhibits, as you may reasonably request.

-11-

to be delivered in connection with sales by any U.S. Underwriter or
dealer, file any information, documents or reports pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
without delivering a copy of such information, documents or reports to
you, as Representatives of the U.S. Underwriters, prior to or
concurrently with such filing.

(e) Prior to the execution and delivery of this
Agreement, the Company has delivered to you, without charge, in such
quantities as you have reasonably requested, copies of each form of
the U.S. Prepricing Prospectus. The Company consents to the use, in
accordance with the provisions of the Act and with the securities or
Blue Sky laws of the jurisdictions in which the Offered Shares are
offered by the several U.S. Underwriters and by dealers, prior to the
date of the U.S. Prospectus, of each U.S. Prepricing Prospectus so
furnished by the Company.

(f) As soon after the execution and delivery of this
Agreement as possible and thereafter from time to time for such period
as in the reasonable opinion of counsel for the U.S. Underwriters a
prospectus is required by the Act to be delivered in connection with
sales of Offered Shares by any U.S. Underwriter or dealer, the Company
will expeditiously deliver to each U.S. Underwriter, without charge,
as many copies of the U.S. Prospectus (and of any amendment or
supplement thereto) as you may reasonably request. The Company
consents to the use of the U.S. Prospectus (and of any amendment or
supplement thereto) in accordance with the provisions of the Act and
with the securities or Blue Sky laws of the jurisdictions in which the
Offered Shares are offered by the several U.S. Underwriters and by all
dealers to whom Offered Shares may be sold, both in connection with
the offering and sale of the Offered Shares and for such period of
time thereafter as the U.S. Prospectus is required by the Act to be
delivered in connection with sales by any U.S. Underwriter or dealer.
If during such period of time any event shall occur that in the
judgment of the Company or in the opinion of counsel for the U.S.
Underwriters is required to be set forth in the U.S. Prospectus (as
then amended or supplemented) or should be set forth therein in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary to
supplement or amend the U.S. Prospectus in order to comply with the
Act or any other law, the Company will forthwith prepare and, subject
to the provisions of paragraph (d) above, file with the Commission an
<PAGE> 13

-12-

appropriate supplement or amendment thereto, and will expeditiously
furnish to the U.S. Underwriters as many copies thereof as they may
reasonably request. In the event that the Company and you, as
Representatives of the several U.S. Underwriters, agree that the U.S.
Prospectus should be amended or supplemented, the Company, if
requested by you, will promptly issue a press release announcing or
disclosing the matters to be covered by the proposed amendment or
supplement.

(g) The Company will cooperate with you and with counsel
for the U.S. Underwriters in connection with the registration or
qualification of the Offered Shares for offering and sale by the
several U.S. Underwriters and by dealers under the securities or Blue
Sky laws of such jurisdictions as you may designate and will file such
consents to service of process or other documents necessary or
appropriate in order to effect such registration or qualification;
provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not now so qualified or to
take any action which would subject it to service of process in suits,
other than those arising out of the offering or sale of the Offered
Shares, in any jurisdiction where it is not now so subject.

(h) The Company will make generally available to its
security holders a consolidated earning statement, which need not be
audited, covering a twelve-month period commencing after the effective
date of the Registration Statement and ending not later than 15 months
thereafter, as soon as practicable after the end of such period, which
consolidated earning statement shall satisfy the provisions of Section
11(a) of the Act and Rule 158 promulgated thereunder.

(i) During the period of five years hereafter, the
Company will furnish to you promptly after available, a copy of each
report of the Company mailed to common stockholders or filed with the
Commission or the American Stock Exchange (unless the Company has, in
good faith, requested confidential treatment with respect to such
filing).

-13-

because of any failure or refusal on the part of the Company or the
Selling Securityholders to comply with the terms or fulfill any of the
conditions of this Agreement, the Company agrees to reimburse the
Representatives for all reasonable out-of-pocket expenses (including
reasonable fees and expenses of counsel for the U.S. Underwriters)
incurred by you in connection herewith.

(k) The Company will apply the net proceeds from the sale
of the Offered Shares to be sold by it hereunder substantially in
accordance with the description set forth in the Prospectuses.

(l) If Rule 430A of the Act is employed, the Company will
timely file the Prospectuses pursuant to Rule 424(b) under the Act and
will advise you of the time and manner of such filing.

(m) Except as provided in this Agreement and the
International Underwriting Agreement, the Company will not sell, offer
to sell, solicit an offer to buy, contract to sell, grant any option
to purchase or otherwise transfer or dispose of any common stock of
the Company (the "Common Stock") or any securities convertible into or
exercisable or exchangeable for Common Stock, for a period of 180 days
after the date of the Prospectuses, without the prior written consent
of Smith Barney Inc; provided, however, that the Company may (i)
repurchase from Selling Securityholders Common Stock or securities
convertible into or exercisable or exchangeable for Common Stock, (ii)
issue Common Stock upon the exercise of currently outstanding warrants
or upon the exercise of options granted under the Company's existing
stock option grants or plans or the proposed stock option plan to be
adopted by the Company as described in the Prospectuses, (iii) issue
Class A Common Stock upon conversion or exchange of existing shares of
another class of Common Stock, (iv) grant an option, and permit the
exercise thereof, with respect to 75,000 shares of Class A Common
Stock to John Casey or his designee and (v) issue shares of Common
Stock as consideration for the acquisition of additional broadcast
assets provided that in the case of this clause (v), the entity or
individual receiving such shares agrees in writing to be bound by the
terms of a lock-up letter with terms substantially similar to those
referred to in clause (n) below.

(n) Except as stated in this Agreement and in the
International Underwriting Agreement and in the Prepricing
<PAGE> 15

-14-

Prospectuses and Prospectuses, the Company has not taken, nor will it
take, directly or indirectly, any action designed to cause or result
in stabilization or manipulation of the price of any of the Company's
capital stock (the "Capital Stock") to facilitate the sale or resale
of the Offered Shares.

(o) The Company will use its best efforts to have the
Offered Shares listed, subject to issuance, on the American Stock
Exchange on or before the Closing Date.

6. Agreements of the Selling Securityholders. Each of
the Selling Securityholders, severally and not jointly, agrees with the
several U.S. Underwriters as follows:

(a) Such Selling Securityholder will use reasonable
efforts to cooperate to the extent reasonably necessary to cause the
Registration Statement or any post-effective amendment thereto to
become effective at the earliest possible time, to the extent that
such effectiveness is contingent upon an action to be taken by such
Selling Securityholder.

(b) On the Closing Date or the Option Closing Date, as
the case may be, all stock transfer or other taxes (other than income
taxes) which are required to be paid in connection with the sale and
transfer hereunder to the several U.S. Underwriters by such Selling
Securityholder of the Shares or Warrants to be sold by such Selling
Securityholder to the several Underwriters hereunder on such date will
have been paid or provided for by such Selling Securityholder.

(c) Except as provided in this Agreement and in the
International Underwriting Agreement, such Selling Securityholder
will not sell, offer to sell, solicit an offer to buy, contract to
sell, grant any option to purchase or otherwise transfer or dispose
of any Common Stock or any securities convertible into or exercisable
or exchangeable for Common Stock, for a period of 180 days after the
date of the Prospectuses, without the prior written consent of Smith
Barney Inc; provided, however, that such Selling Securityholder may (i)
transfer shares of Common Stock or securities convertible into or
exercisable or exchangeable for Common Stock to (x) the Company, (y)
any other Selling Securityholder who is bound by the terms of this
paragraph (c) or (z) to any Affiliate of any Selling Securityholder if
such Affiliate agrees in writing to be bound by the terms of this
paragraph (c) or (ii) exercise, exchange or convert stock
<PAGE> 16

-15-

options, warrants, convertible securities or other rights entitling
such Selling Securityholder to receive shares of Common Stock or
convert or exchange shares of one class of Common Stock into shares of
a different class of Common Stock, with all the shares of Common Stock
received upon any such exercise, exchange or conversion being subject
to the terms of this paragraph (c).

(d) Except as stated in this Agreement and the
International Underwriting Agreement and in the Prepricing
Prospectuses and the Prospectuses, such Selling Securityholder has not
taken, nor will it take, directly or indirectly, any action designed
to cause or result in stabilization or manipulation of the price of
any Capital Stock to facilitate the sale or resale of the Offered
Shares (it being understood that this paragraph (d) shall not apply to
any stabilization efforts of any affiliate of such Selling
Securityholder who is a U.S. Underwriter or Manager).

(e) Such Selling Securityholder will advise you promptly,
and if requested by you, will confirm such advice in writing, within
the period of time referred to in the first sentence of paragraph (f)
of Section 5 hereof (but not in excess of nine months from the date of
this Agreement), of (i) any change in information relating to such
Selling Securityholder previously furnished to you or the Company in
writing by such Selling Securityholder specifically for use in the
Registration Statement and (ii) if, but only if such Selling
Securityholder is an officer of the Company, any change in the
Company's or any of its subsidiaries' condition (financial or other),
business, prospects, properties, net worth or results of operations or
of any change in information relating to the Company or any such
subsidiary or any new information relating to the Company or any of
its subsidiaries or relating to any matter stated in the Prospectuses
or any amendment or supplement thereto which comes to the attention of
such Selling Securityholder who is an officer that suggests that any
statement made in the Registration Statement or the Prospectuses (as
then amended or supplemented, if amended or supplemented) is or may be
untrue in any material respect or that the Registration Statement or
Prospectuses (as then amended or supplemented, if amend-
<PAGE> 17

-16-

ed or supplemented) omit or may omit to state a material fact or a
fact necessary to be stated therein in order to make the statements
therein not misleading in any material respect, or of the necessity
to amend or supplement the Prospectuses (as then amended or
supplemented, if amended or supplemented) in order to comply with the
Act or any other law.

(f) Such Selling Securityholder agrees to deliver to you
prior to or at the Closing Date a properly completed and executed
United States Treasury Department Form W-9 (or other applicable form
or statement specified by Treasury Department regulations in lieu
thereof).

7. Representations and Warranties of the Company. The
Company represents and warrants to each U.S. Underwriter that:

(a) Each Prepricing Prospectus included as part of the
registration statement as originally filed or as part of any amendment
or supplement thereto, or filed pursuant to Rule 424 under the Act,
complied when so filed in all material respects with the provisions of
the Act. The Commission has not issued any order preventing or
suspending the use of any Prepricing Prospectus.

(b) The Registration Statement in the form in which it
became or becomes effective and also in such form as it may be when
any post-effective amendment thereto shall become effective and the
Prospectuses and any supplement or amendment thereto when filed with
the Commission under Rule 424(b) under the Act complied or will comply
in all material respects with the provisions of the Act and did not
and will not at any such times contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
except that this representation and warranty does not apply to
statements in or omissions from the Registration Statement or the
Prospectuses made in reliance upon and in conformity with information
relating to any U.S. Underwriter or Manager furnished to the Company
in writing by or on behalf of any U.S. Underwriter or Manager through
you expressly for use therein.

(c) All the outstanding shares of Capital Stock of the
Company have been duly authorized and validly issued, are fully paid
and nonassessable and are free of any preemptive or similar rights;
the Shares to be issued and sold by the Company have been duly
authorized and, when issued and delivered to the U.S. Underwriters
and the Managers against payment therefor in accordance with the terms
hereof and in the International Underwriting Agreement, will be
validly issued, fully paid and nonassessable and free of any preemp-
<PAGE> 18

-17-

tive or similar rights; and the Capital Stock of the Company conforms
in all material respects to the descriptions thereof in the
Registration Statement and the Prospectuses.

(d) The warrant agreements governing the Warrants (the
"Warrant Agreements") have been duly and validly authorized by the
Company, and the Warrant Agreements have been duly executed and
delivered by the Company and constitute valid and legally binding
agreements of the Company, enforceable against the Company in
accordance with their terms, except that the enforcement thereof may
be subject to (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and (ii) general
principles of equity and the discretion of the court before which any
proceeding therefor may be brought.

(e) The Warrants have been duly and validly authorized by the
Company and have been duly executed and delivered by the Company and
constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms except
that the enforcement thereof may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity and the discretion of
the court before which any proceeding therefor may be brought. The
exercise price for the Warrants is $.001 per Warrant.

(f) The Warrant Shares have been validly reserved for
issuance; when issued, the Warrant Shares will be duly authorized,
validly issued, fully paid and nonassessable and free of any
preemptive or similar rights.

(g) The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of
Delaware with full corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Registration Statement and the Prospectuses, and is duly registered
and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the
conduct of its business requires such registration or qualification,
except where the failure so to register or qualify could not have a
material adverse effect on the condition (financial or other),
business, properties, net worth or
<PAGE> 19

-18-

results of operations of the Company and its subsidiaries taken as a
whole (a "Material Adverse Effect").

(h) All the Company's subsidiaries (collectively, the
"Subsidiaries") are listed in an exhibit to the Registration
Statement. Each Subsidiary is either (i) a corporation duly
incorporated or organized, validly existing and in good standing in
the jurisdiction of its incorporation or organization or (ii) a
partnership duly organized and validly existing under the applicable
laws of the State of Florida and, in each case, with full corporate or
partnership power and authority, as the case may be, to own, lease and
operate its properties and to conduct its business as described in the
Registration Statement and the Prospectuses, and is duly registered
and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the
conduct of its business requires such registration or qualification,
except where the failure so to register or qualify does not have a
Material Adverse Effect; all the outstanding shares of capital stock
of each Subsidiary which is a corporation have been duly authorized
and validly issued and are fully paid and nonassessable; all of the
outstanding shares of capital stock or outstanding partnership
interests of the Subsidiaries are owned by the Company directly, or
indirectly through one of the other Subsidiaries, and, other than as
set forth in the Prospectuses, are owned free and clear of any lien,
adverse claim, security interest, equity or other encumbrance.

(i) There are no legal or governmental proceedings
pending or, to the knowledge of the Company, threatened, against the
Company or any of the Subsidiaries or any of their respective officers
or directors, or to which the Company or any of the Subsidiaries, or
to which any of their respective properties is subject, that are
required to be described in the Registration Statement or the
Prospectuses but are not described as required, and there are no
agreements, contracts, indentures, leases or other instruments that
are required to be described in the Registration Statement or the
Prospectuses or to be filed as an exhibit to the Registration
Statement that are not described or filed as required by the Act.

-19-

iaries, or in default in any material respect in the performance of
any obligation, agreement or condition contained in any bond,
debenture, note or any other evidence of indebtedness or in any
material agreement, indenture, lease or other instrument to which the
Company or any of the Subsidiaries is a party or by which any of them
or any of their respective properties may be bound, except as would
not (individually or in the aggregate) have a Material Adverse Effect.

(k) Except as disclosed in the Registration Statement and
the Prospectuses, neither the issuance and sale of the Offered Shares,
the execution, delivery or performance of this Agreement or the other
Transaction Documents (as hereinafter defined) by the Company or the
Subsidiaries (to the extent a party thereto) nor the consummation by
the Company or the Subsidiaries (to the extent a party thereto) of the
transactions contemplated hereby or thereby (i) requires any consent,
approval, authorization or other order of or registration or filing
with, any court, regulatory body, administrative agency or other
governmental body, agency or official (except (A) such as may be
required for the registration of the Offered Shares under the Act and
compliance with the securities or Blue Sky and other laws of various
jurisdictions and countries, all of which have been or will be
effected in accordance with this Agreement and (B) as would not
(individually or in the aggregate) have a Material Adverse Effect) or
conflicts or will conflict with or constitutes or will constitute a
breach of, or a default under, the certificate or articles of
incorporation or by-laws, or other organizational documents, of the
Company or any of the Subsidiaries or (ii) conflicts or will conflict
with or constitutes or will constitute a breach of, or a default
under, any agreement, indenture, lease or other instrument to which
the Company or any of the Subsidiaries is a party or by which any of
them or any of their respective properties may be bound, or violates
or will violate any statute, law, regulation or filing or judgment,
injunction, order or decree applicable to the Company or any of the
Subsidiaries or any of their respective properties, or will result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of the Subsidiaries pursuant
to the terms of any agreement or instrument to which any of them is a
party or by which any of them may be bound or to which any of the
property or assets of any of them is subject, except as would not
(indi-
<PAGE> 21

-20-

vidually or in the aggregate) have a Material Adverse Effect.

(l) Each of Price Waterhouse LLP and Voynow, Bayard and
Company, who have certified or shall certify the financial statements
included in the Registration Statement and the Prospectuses (or any
amendment or supplement thereto), are independent public accountants
as required by the Act.

(m) The financial statements of the Company and the
Subsidiaries, together with related schedules and notes, included in
the Registration Statement and the Prospectuses (and any amendment or
supplement thereto) present fairly the consolidated financial
position, results of operations and changes in financial position of
the Company and the Subsidiaries on the basis stated in the
Registration Statement and the Prospectuses at the respective dates or
for the respective periods to which they apply; such statements and
related schedules and notes have been prepared in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein; and the
other financial and statistical information and data included in the
Registration Statement and the Prospectuses (and any amendment or
supplement thereto) are accurately presented and prepared on a basis
consistent with such financial statements and the books and records of
the Company and the Subsidiaries.

(n) The unaudited pro forma consolidated financial
statements and other pro forma financial information (including the
notes thereto) included in the Registration Statement and the
Prospectuses (A) present fairly in all material respects the
information shown therein; (B) have been prepared in accordance with
applicable requirements of Regulation S-X promulgated under the
Exchange Act; (C) have been prepared in accordance with the
Commission's rules and guidelines with respect to pro forma financial
statements; and (D) have been properly computed on the bases described
therein. The assumptions used in the preparation of the pro forma
financial statements and other pro forma condensed consolidated
financial information included in the Registration Statement and the
Prospectuses are reasonable and the adjustments used therein are
appropriate to give effect to the transactions or circumstances
referred to therein.

(o) The execution and delivery of, and the performance by
the Company of its obligations under, this Agreement have been duly
and validly authorized by the Company, and this
<PAGE> 22

-21-

Agreement has been duly executed and delivered by the Company and
constitutes the valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms except
(i) that the enforcement hereof may be subject to bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally, and to general principles of equity and the discretion of
the court before which any proceeding therefor may be brought and (ii)
as any rights to indemnity or contribution hereunder may be limited by
applicable securities laws and public policy considerations.

(p) The execution and delivery of, and the performance by
the Company and the Subsidiaries (to the extent a party thereto) of
each of its obligations under, each agreement or instrument executed
or delivered in connection with the Proposed Acquisitions (as defined
in the Prospectuses), the exercise of the Station Options (as defined
in the Prospectuses) and the termination of the put option on the
Company's Class A and Class B Common Stock warrants (collectively,
the "Transaction Documents"), other than this Agreement, have been
duly and validly authorized by the Company and the Subsidiaries (to
the extent a party thereto), and such Transaction Documents have been
duly executed and delivered by the Company and the Subsidiaries (to
the extent a party thereto) and constitute the valid and legally
binding agreement of the Company and the Subsidiaries (to the extent a
party thereto), enforceable against them in accordance with their
terms, except that the enforcement thereof may be subject to (i)
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and (ii) to general principles of
equity and the discretion of the court before which any proceeding
therefor may be brought.

-22-

writing Agreements or the exercise of stock options pursuant to grants
or plans described in the Prospectuses), or material increase in the
short-term debt or long-term debt, of the Company or any of the
Subsidiaries, or any material adverse change, or any development
involving or which may reasonably be expected to involve, a
prospective material adverse change, in the condition (financial or
other), business, properties, net worth or results of operations of
the Company and the Subsidiaries taken as a whole.

(r) Each of the Company and the Subsidiaries has good and
marketable title to all property (real and personal) described in the
Prospectuses as being owned by it which is material to the business of
the Company and the Subsidiaries, taken as a whole, free and clear of
all liens, claims, security interests or other encumbrances except
such as are described in the Registration Statement and the
Prospectuses or would not (individually or in the aggregate) have a
Material Adverse Effect and all property described in the Registration
Statement (including exhibits thereto) and the Prospectuses as being
held under lease by each of the Company and the Subsidiaries which is
material to the business of the Company and the Subsidiaries, taken as
a whole, is held by it under binding leases that are in force and
effect.

(s) The Company has not distributed and, prior to the
later to occur of (i) the Closing Date and (ii) completion of the
distribution of the Shares, will not distribute any offering material
in connection with the offering and sale of the Offered Shares other
than the Registration Statement, the Prepricing Prospectuses, the
Prospectuses or other materials, if any, permitted by the Act.

-23-

notice or lapse of time would allow, revocation or termination thereof
or results in any other material impairment of the rights of the
holder of any such Permit, subject in each case to such qualifications
as may be set forth in the Prospectuses and, except as, individually
or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect; and, except as described in the Prospectuses,
none of such Permits contains any restriction that is materially
burdensome to the Company or any of the Subsidiaries, taken as a
whole. Other than as disclosed in the Prospectuses, there are no
license renewal or rate or tariff proceedings existing, pending or, to
the best knowledge of the Company, threatened that could reasonably be
expected to have a Material Adverse Effect.

(u) To the extent required by the Exchange Act, each of
the Company and the Subsidiaries maintains a system of internal
accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general
or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and
(iv) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with
respect to any differences.

(v) To the Company's knowledge, neither the Company nor
any of the Subsidiaries nor any officer, director, employee or agent
of the Company or any Subsidiary has made any payment of funds of the
Company or any Subsidiary or received or retained any funds in
violation of any law, rule or regulation, which payment, receipt or
retention of funds is of a character required to be disclosed in the
Prospectuses.

-24-

turns or to pay such taxes or assessments is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect.
The Company knows of no actual or proposed additional tax assessments
for any fiscal period against the Company or any of the Subsidiaries
that would, individually or in the aggregate, be reasonably likely to
have a Material Adverse Effect.

(x) Except as disclosed in the Registration Statement or
the Prospectuses, no holder of any security of the Company has any
right to require registration of any security of the Company because
of the filing of the Registration Statement or consummation of the
transactions contemplated by this Agreement.

(y) The Company and the Subsidiaries own or possess all
patents, trademarks, trademark registrations, service marks, service
mark registrations, trade names, copyrights, licenses, inventions,
trade secrets and rights described in the Prospectuses as being owned
by them or any of them or necessary for the conduct of their
respective businesses, the absence of which would have or could
reasonably be expected to have a Material Adverse Effect, and the
Company is not aware of any claim to the contrary or any challenge by
any other person to the rights of the Company and the Subsidiaries
with respect to the foregoing which claims or challenges, if the
subject of an unfavorable decision, would individually or in the
aggregate, have a Material Adverse Effect.

(z) The Company has complied with all provisions of
Florida Statutes, Section 517.075, relating to issuers doing business
with Cuba.

(aa) The Company is not now, and after sale of the Shares
to be sold by it hereunder and application of the net proceeds from
such sale as described in the Prospectuses under the caption "Use of
Proceeds" will not be, an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

(ab) There are no business relationships or related-party
transactions of the nature described in Item 404 of Regulation S-K
involving the Company or any of its Subsidiaries and any persons
described in such Item that are required to be disclosed in the
Prospectuses and which have not been so disclosed.
<PAGE> 26

-25-

(ac) Except as stated in this Agreement and in the
International Underwriting Agreement and in the Prepricing
Prospectuses and the Prospectuses, neither the Company nor any of the
Subsidiaries, or any of such entities' directors, officers or
controlling persons, has taken, or will take, directly or indirectly,
any action designed to cause or result in stabilization or
manipulation of the price of any Capital Stock of the Company to
facilitate the sale or resale of the Offered Shares.

8. Representations and Warranties of the Selling
Securityholders. Each Selling Securityholder, severally and not jointly,
represents and warrants to each U.S. Underwriter that:

(a) Such Selling Securityholder now has, and on the
Closing Date and the Option Closing Date will have, valid and
marketable title to the Shares or the Warrants to be sold by such
Selling Securityholder hereunder, free and clear of any lien, claim,
security interest or other encumbrance, including, without limitation,
any restriction on transfer other than those arising under this
Agreement, the Custody Agreement, the Communications Act of 1934, as
amended and the policies, rules and regulations promulgated thereunder
(collectively, the "Communications Act") and any federal or state
securities laws.

(b) Such Selling Securityholder now has, and on the
Closing Date and the Option Closing Date will have, full legal right,
power and authorization to sell, assign, transfer and deliver such
Shares or Warrants in the manner and on the terms provided in and
contemplated by this Agreement. Assuming that the U.S. Underwriters
have purchased such Shares or Warrants for value and without notice of
any adverse claim, upon delivery of and payment for such Shares or
Warrants hereunder, the several U.S. Underwriters will acquire valid
and marketable title to such Shares or Warrants, as the case may be,
free and clear of any lien, claim, security interest or other
encumbrance, it being understood that no representation or warranty is
being made herein with respect to the securities or Blue Sky laws of
any jurisdiction or the Communications Act.

-26-

agreement of such Selling Securityholder enforceable against such
Selling Securityholder in accordance with its terms, except (i) that
the enforcement thereof may be subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights
generally, and to general principles of equity and the discretion of
the court before which any proceeding therefor may be brought and (ii)
as any rights to indemnity or contribution thereunder may be limited
by applicable laws and public policy considerations.

(d) Assuming that the agreement among the Company and
certain of the Selling Securityholders setting forth certain
amendments to the Stockholders Agreement (as defined in the
Prospectuses) and certain other instruments and agreements are in full
force and effect, that the waivers and consents given by the other
parties thereto are valid and binding and that the Company's
representations and warranties contained herein are true and complete
in all material respects, neither the execution and delivery of this
Agreement or the Custody Agreement by or on behalf of such Selling
Securityholder nor the performance by such Selling Securityholder of
its obligations hereunder or thereunder requires any consent,
approval, authorization or order of, or filing or registration with,
any court, regulatory body, administrative agency or other
governmental body, agency or official (except such as may have been
obtained or as may be required under the Act or the Communications Act
or such as may be required under state securities or Blue Sky laws) or
conflicts with or constitutes a breach of, or default under, any
agreement, indenture or other instrument to which such Selling
Securityholder is a party or by which such Selling Securityholder is
bound, or any statute, law, rule, regulation, ruling, judgment,
injunction, order or decree applicable to such Selling Securityholder
except, in each case, as would not (individually or in the aggregate)
have a material adverse effect on such Selling Securityholder or its
ability to perform its obligations hereunder.

-27-

from the Registration Statement or any Prospectus made in reliance
upon and in conformity with the most recent information relating to
such Selling Securityholder provided by or on behalf of such Selling
Securityholder in writing expressly for use therein.

(f) If, but only if, such Selling Securityholder is an
officer of the Company, such Selling Securityholder does not have any
knowledge or any reason to believe that the Registration Statement or
the Prospectuses (or any amendment or supplement thereto) contains any
untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading.

(g) The representations and warranties of such Selling
Securityholder in the Custody Agreement are true and correct.

-28-

Underwriter to any person if a copy of the U.S. Prospectus, as amended or
supplemented, shall not have been delivered or sent to such person within the
time required by the Act and the regulations thereunder, and the untrue
statement or alleged untrue statement or omission or alleged omission of a
material fact contained in such U.S. Prepricing Prospectus was corrected in the
U.S. Prospectus; provided that the Company has delivered the U.S. Prospectus,
as amended or supplemented, to the several U.S. Underwriters in requisite
quantity on a timely basis to permit such delivery or sending. The foregoing
indemnity agreement shall be in addition to any liability which the Company or
any Indemnifying Selling Securityholder may otherwise have. Notwithstanding
the foregoing, to the extent any such loss, claim, damage, liability or expense
arises out of matters other than those which are referred to in paragraph 9(c)
hereof and which relate to the Indemnifying Selling Securityholder, each U.S.
Underwriter agrees that it shall seek indemnification or contribution for any
claim hereunder first against the Company and if, and only if, the Company is
unable to fulfill its indemnification or contribution obligations hereunder,
the U.S. Underwriters shall then be entitled to seek any remaining
indemnification or contribution of any claim hereunder from the Indemnifying
Selling Securityholder. The obligations and liability of the Indemnifying
Selling Securityholder, whether with respect to indemnification pursuant to
this Section 9(a) or Section 9(c), contribution pursuant to Section 9(e) or
otherwise, shall not in any event exceed the aggregate amount of the net
proceeds received by the Indemnifying Selling Securityholder from the sale of
Shares sold by the Indemnifying Selling Securityholder to the U.S. Underwriters
pursuant to this Agreement.

(b) If any action, suit or proceeding shall be brought
against any U.S. Underwriter or any person controlling any U.S. Underwriter in
respect of which indemnity may be sought against the Company or the
Indemnifying Selling Securityholder, such U.S. Underwriter or such controlling
person shall promptly notify the parties against whom indemnification is being
sought (the "indemnifying parties"), and such indemnifying parties shall assume
the defense thereof, including the employment of counsel and payment of all
fees and expenses. Such U.S. Underwriter or any such controlling person shall
have the right to employ separate counsel in any such action, suit or
proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such U.S. Underwriter or such
controlling person unless (i) the indemnifying parties have agreed in writing
to pay such fees and expenses, (ii) the indemnifying parties have failed to
assume the defense and employ counsel or (iii) the named parties to any such
action, suit or proceeding
<PAGE> 30

-29-

(including any impleaded parties) include both such U.S. Underwriter or such
controlling person and the indemnifying parties and such U.S. Underwriter or
such controlling person shall have been advised by its counsel that
representation of such indemnified party and any indemnifying party by the same
counsel would be inappropriate under applicable standards of professional
conduct (whether or not such representation by the same counsel has been
proposed) due to actual or potential differing interests between them (in which
case the indemnifying party shall not have the right to assume the defense of
such action, suit or proceeding on behalf of such U.S. Underwriter or such
controlling person). It is understood, however, that the indemnifying parties
shall, in connection with any one such action, suit or proceeding or separate
but substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all such U.S.
Underwriters and controlling persons not having actual or potential differing
interests with you or among themselves, which firm shall be designated in
writing by Smith Barney Inc. and shall be reasonably acceptable to the
indemnified parties, and that all such fees and expenses shall be reimbursed as
they are incurred. The indemnifying parties shall not be liable for any
settlement of any such action, suit or proceeding effected without their
written consent, but if settled with such written consent, or if there be a
final judgment for the plaintiff in any such action, suit or proceeding, the
indemnifying parties agree to indemnify and hold harmless any U.S. Underwriter,
to the extent provided in the preceding paragraph, and any such controlling
person from and against any loss, claim, damage, liability or expense by reason
of such settlement or judgment.

(c) Each Selling Securityholder agrees, severally and not
jointly, to indemnify and hold harmless each of you and each other U.S.
Underwriter and each person, if any, who controls any U.S. Underwriter within
the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, the
Company, its directors, its officers who sign the Registration Statement, and
any person who controls the Company within the meaning of Section 15 of the Act
or Section 20(a) of the Exchange Act from and against any and all losses,
claims, damages, liabilities and expenses (including reasonable costs of
investigation) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
the Prospectuses or in any amendment or supplement thereto, or arising out of
or based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make
<PAGE> 31

-30-

the statements therein not misleading, but only with respect to the information
relating to such Selling Securityholder furnished in writing by or on behalf of
such Selling Securityholder other than the Indemnifying Selling Securityholder
expressly for use in the Registration Statement or any Prospectus, or any
amendment or supplement thereto; provided, however, that (i) such Selling
Securityholder shall not be liable in any such case, whether for
indemnification pursuant to this Section 9(c), contribution pursuant to Section
9(e), or otherwise, if any such untrue statement or alleged untrue statement or
omission or alleged omission was contained in or omitted from the Registration
Statement or any Prospectus used after such time as the Company shall have been
advised by or on behalf of such Selling Securityholder of such untrue statement
or alleged untrue statement or omission or alleged omission, and (ii) the
obligations and liability of such Selling Securityholder, whether with respect
to indemnification pursuant to this Section 9(c), contribution pursuant to
Section 9(e) or otherwise, shall not in any event exceed in the aggregate the
amount of net proceeds received by such Selling Securityholder from the sale of
the Shares or Warrants sold by such Selling Securityholder to the U.S.
Underwriters pursuant to this Agreement. If any action, suit or proceeding
shall be brought against any U.S. Underwriter, any such controlling person of
any U.S. Underwriter, the Company, any of its directors, any such officer, or
any such controlling person of the Company, based on the Registration Statement
or any Prospectus or any amendment or supplement thereto, and in respect of
which indemnity may be sought against any Selling Securityholder pursuant to
this paragraph (c), such Selling Securityholder shall have the rights and
duties given to the Company by paragraph (b) above (except that if the Company
shall have assumed the defense thereof such Selling Securityholder shall not be
required to do so, but may employ separate counsel therein and participate in
the defense thereof, but the fees and expenses of such counsel shall be at such
Selling Securityholder's expense), and each U.S. Underwriter, each such
controlling person of any U.S. Underwriter, the Company, its directors, any
such officer, and any such controlling person of the Company shall have the
rights and duties given to the U.S. Underwriters by paragraph (b) above. The
foregoing indemnity agreement shall be in addition to any liability which any
Selling Securityholder may otherwise have.

(d) Each U.S. Underwriter agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement, each Selling Securityholder, and
any person who controls the Company or any Selling Securityholder within the
meaning of Section 15 of
<PAGE> 32

-31-

the Act or Section 20(a) of the Exchange Act, to the same extent as the
foregoing indemnity from the Company and the Selling Securityholders to each
U.S. Underwriter, but only with respect to information relating to such U.S.
Underwriter furnished in writing by or on behalf of such U.S. Underwriter
through you expressly for use in the Registration Statement, the Prospectus or
any Prepricing Prospectus, or any amendment or supplement thereto. If any
action, suit or proceeding shall be brought against the Company, any of its
directors, any such officer, any Selling Securityholder, or any such
controlling person based on the Registration Statement, the Prospectus or any
Prepricing Prospectus, or any amendment or supplement thereto, and in respect
of which indemnity may be sought against any U.S. Underwriter pursuant to this
paragraph (d), such U.S. Underwriter shall have the rights and duties given to
the Company by paragraph (b) above (except that if the Company shall have
assumed the defense thereof such U.S. Underwriter shall not be required to do
so, but may employ separate counsel therein and participate in the defense
thereof, but the fees and expenses of such counsel shall be at such U.S.
Underwriter's expense), and the Company, its directors, any such officer, the
Selling Securityholders, and any such controlling person shall have the rights
and duties given to the U.S. Underwriters by paragraph (b) above. The
foregoing indemnity agreement shall be in addition to any liability which any
U.S. Underwriter may otherwise have.

-32-

proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company or such Selling Securityholders (severally)
bear to the total underwriting discounts and commissions received by the U.S.
Underwriters, in each case determined as set forth in the table on the cover
page of the U.S. Prospectus; provided that, in the event that the U.S.
Underwriters shall have purchased any Additional Shares and/or Additional
Warrants hereunder, any determination of the relative benefits received by the
Company, the Selling Securityholders (severally) or the U.S. Underwriters from
the offering of the Offered Shares shall include the net proceeds (before
deducting expenses) received by the Company and the Selling Securityholders
(severally), and the underwriting discounts and commissions received by the
U.S. Underwriters, from the sale of such Additional Shares and Additional
Warrants, in each case computed on the basis of the respective amounts set
forth in the notes to the table on the cover page of the U.S. Prospectus. The
relative fault of the Company, the Selling Securityholders and the U.S.
Underwriters shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company, the Selling Securityholders or the U.S. Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. In determining the benefits to,
or the fault of, any particular Selling Securityholder, the benefits to and
fault of each other Selling Securityholder and the Company shall not be taken
into account.

(f) The Company, the Selling Securityholders and the U.S.
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by a pro rata allocation (even if
the U.S. Underwriters were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in paragraph (e) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
and expenses referred to in paragraph (e) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
any claim or defending any such action, suit or proceeding. Notwithstanding
the provisions of this Section 9, no U.S. Underwriter shall be required to
contribute any amount in excess of the amount by which the total price of the
Offered Shares underwritten by it and distributed to the public exceeds the
amount of any damages which such U.S. Underwriter has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
<PAGE> 34

-33-

alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The U.S.
Underwriters' obligations to contribute pursuant to this Section 9 are several
in proportion to the respective numbers of Firm Shares set forth opposite their
names in Schedule II hereto (or such numbers of Firm Shares increased as set
forth in Section 12 hereof) and not joint. The obligations of the Selling
Securityholders to contribute pursuant to this Section 9 are several and not
joint and no Selling Securityholder shall in any event be required to
contribute any amount which is in excess of the amount by which the total net
proceeds received by such Selling Securityholder from the sale of the Shares or
Warrants sold by such Selling Securityholder to the U.S. Underwriters pursuant
to this Agreement exceeds the amounts that such Selling Securityholder has
otherwise been required to pay by reason of the statements or omissions which
result in such obligation to contribute.

(g) No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such action, suit or proceeding.

(h) Any losses, claims, damages, liabilities or expenses
for which an indemnified party is entitled to indemnification or contribution
under this Section 9 shall be paid by the indemnifying party to the indemnified
party as such losses, claims, damages, liabilities or expenses are incurred.
The indemnity and contribution agreements contained in this Section 9 and the
representations and warranties of the Company and the Selling Securityholders
set forth in this Agreement shall remain operative and in full force and
effect, regardless of (i) any investigation made by or on behalf of any U.S.
Underwriter or any person controlling any U.S. Underwriter, the Company, its
directors or officers or the Selling Securityholders or any person controlling
the Company or any Selling Securityholder, (ii) acceptance of any Shares or
Warrants and payment therefor hereunder and (iii) any termination of this
Agreement. A successor to any U.S. Underwriter or any person controlling any
U.S. Underwriter, to the Company, its directors or officers, or any person
controlling the Company, or to any Selling Securityholder, its directors,
officers or partners, or any person controlling a
<PAGE> 35

-34-

Selling Securityholder shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Section 9.

10. Conditions of U.S. Underwriters' Obligations. The
several obligations of the U.S. Underwriters to purchase the Firm Shares and
the Firm Warrants hereunder are subject to the following conditions:

(a) If, at the time this Agreement is executed and
delivered, it is necessary for the Registration Statement or a
post-effective amendment thereto to be declared effective before the
offering of the Offered Shares may commence, the Registration
Statement or such post-effective amendment shall have become effective
not later than 5:30 P.M. (or, in the case of a Registration Statement
filed pursuant to Rule 462(b) under the Act, not later than 10:00
P.M.), New York City time, on the date hereof, or at such later date
and time as shall be consented to in writing by you, and all filings,
if any, required by Rules 424 and 430A under the Act shall have been
timely made; no stop order suspending the effectiveness of the
Registration Statement shall have been issued and be in effect and no
proceeding for that purpose shall have been instituted or, to the
knowledge of the Company, any Selling Securityholder or any
Underwriter, threatened by the Commission, and any request of the
Commission for additional information (to be included in the
Registration Statement or the Prospectuses or otherwise) shall have
been complied with to your reasonable satisfaction.

(b) Subsequent to the effective date of this Agreement,
there shall not have occurred (i) any change, or any development
involving a prospective change, in or affecting the condition
(financial or other), business, prospects, properties, net worth, or
results of operations of the Company or the Subsidiaries not
contemplated by the Prospectuses, which in your opinion, as
Representatives of the several U.S. Underwriters, would materially,
adversely affect the market for the Offered Shares or (ii) any event
or development relating to or involving the Company or any officer or
director of the Company or any Selling Securityholder which makes any
statement made in the Prospectuses untrue or which, in the opinion of
the Company and its counsel or the U.S. Underwriters and their
counsel, requires the making of any addition to or change in the
Prospectuses in order to state a material fact required by the Act or
any other law to be stated therein or necessary in order to make
<PAGE> 36

-35-

the statements therein not misleading if amending or supplementing the
Prospectuses to reflect such event or development would, in your
opinion, as Representatives of the several U.S. Underwriters,
materially adversely affect the market for the Offered Shares.

(c) You shall have received on the Closing Date, an
opinion of Holland & Knight, counsel for the Company and Second
Crystal Diamond, L.P., James B. Bocock, Dean M. Goodman, Jon Jay
Hoker, Arthur D. Tek, Anthony L. Morrison and S. William Scott
(collectively, the "Management Stockholders"), dated the Closing Date
and addressed to you, as Representatives of the several U.S.
Underwriters, to the effect that:

(i) The Company is a corporation duly incorporated
and validly existing in good standing under the laws of the
State of Delaware with full corporate power and authority to
own, lease and operate its properties and to conduct its
business as described in the Registration Statement and the
Prospectuses (and any amendment or supplement thereto), and is
duly registered and qualified to conduct its business and is
in good standing in each jurisdiction or place where the
nature of its properties or the conduct of its business
requires such registration or qualification, except where the
failure so to register or qualify does not have a Material
Adverse Effect;

(ii) Each Subsidiary which is a Florida corporation
or partnership is either (i) a corporation duly incorporated
or organized, validly existing and in good standing in Florida
or (ii) a partnership duly organized and validly existing
under the applicable laws of the State of Florida and the
status of each such Subsidiary is active; to the knowledge of
such counsel, each Subsidiary has the requisite corporate or
partnership power to own and operate its property and assets
and to transact the business in which it is engaged except
where the failure to own or operate such property or assets or
transact such business would not have a Material Adverse
Effect; each Subsidiary which is a Delaware corporation is
duly incorporated, validly existing and in good standing under
the laws of the State of Delaware; and each Subsidiary is duly
registered and qualified to conduct its business and is in
good standing in each jurisdiction or place where the nature
of its properties or the conduct of its business
<PAGE> 37

-36-

requires such registration or qualification, except where the
failure so to register or qualify does not have a Material
Adverse Effect;

(iii) To the knowledge of such counsel after
reasonable inquiry, the authorized and outstanding Capital
Stock of the Company is as set forth under the caption
"Capitalization" in the Prospectuses; and the authorized
Capital Stock of the Company conforms in all material respects
as to legal matters to the descriptions thereof contained in
the Prospectuses under the caption "Description of Capital
Stock"; all of the outstanding shares of capital stock of or
ownership interests in each of the Subsidiaries have been duly
authorized and validly issued, are fully paid and
nonassessable and were not issued in violation of any
preemptive or similar rights;

(iv) All the shares of Capital Stock of the
Company outstanding prior to the issuance of the Shares to be
issued and sold by the Company hereunder and the Warrant
Shares have been duly authorized and validly issued and are
fully paid and nonassessable and were not issued in violation
of any preemptive or similar rights; the Warrant Shares have
been validly reserved for issuance[; when issued upon exercise
of the Warrants, the Warrant Shares will be duly authorized
and validly issued and will be fully paid and non-assessable
and will not be issued in violation of any preemptive or
similar rights];

(v) The Offered Shares to be issued and sold
to the U.S. Underwriters by the Company hereunder (including
the Warrant Shares) have been duly authorized and, when issued
and delivered to the U.S. Underwriters against payment
therefor in accordance with the terms hereof, will be validly
issued, fully paid and nonassessable and free of any
preemptive or similar rights that entitle or will entitle any
person to acquire any securities of the Company upon the
issuance thereof by the Company;

(vi) The form of certificates for the Offered
Shares conforms to the requirements of the Delaware General
Corporation Law;

(vii) The Registration Statement and all
post-effective amendments, if any, have become effective
<PAGE> 38

-37-

under the Act and, to the knowledge of such counsel after
reasonable inquiry, no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose are pending before or
contemplated by the Commission; and any required filing of the
Prospectuses pursuant to Rule 424(b) has been made in
accordance with Rule 424(b);

(viii) The Company has corporate power and
authority to enter into this Agreement and to issue, sell and
deliver the Offered Shares, and this Agreement has been duly
authorized, executed and delivered by the Company;

(ix) Neither the offer, sale or delivery of
the Offered Shares, the execution, delivery or performance of
this Agreement, compliance by the Company with the provisions
hereof nor consummation by the Company of the transactions
contemplated hereby conflicts or will conflict with or
constitutes or will constitute a breach of, or a default
under, the certificate or articles of incorporation or
by-laws, or other organizational documents, of the Company or
any of the Subsidiaries or to the knowledge of such counsel
after reasonable inquiry any agreement or document relating to
the Capital Stock of the Company, nor will any such action
result in any violation of any law, regulation, rule (assuming
compliance with all applicable state securities and Blue Sky
laws) or to the knowledge of such counsel after reasonable
inquiry judgment, ruling or court decree applicable to the
Company, the Subsidiaries or any of their respective
properties;

(x) No consent, approval, authorization or
other order of, or registration or filing with, any court,
regulatory body, administrative agency or other governmental
body, agency, or official is required on the part of the
Company (except as have been obtained under the Act or such as
may be required under state securities or Blue Sky laws
governing the purchase and distribution of the Offered Shares)
for the valid issuance and sale of the Offered Shares to the
U.S. Underwriters as contemplated by this Agreement;

(xi) The Registration Statement and the
Prospectuses and any supplements or amendments thereto (except
for the financial statements and the notes thereto and the
schedules and other financial and statistical data included
therein, as to which such counsel need not
<PAGE> 39

-38-

express any opinion) comply as to form in all material
respects with the requirements of the Act;

(xii) To the knowledge of such counsel after
reasonable inquiry, (A) other than as described or
contemplated in the Prospectuses (or any supplement thereto),
there are no legal or governmental proceedings pending or
threatened against the Company or any of the Subsidiaries, or
to which the Company or any of the Subsidiaries, or any of
their property, is subject, which are required to be described
in the Registration Statement or Prospectuses (or any
amendment or supplement thereto) and (B) there are no
agreements, contracts, indentures, leases or other instruments
that are required to be described in the Registration
Statement or the Prospectuses (or any amendment or supplement
thereto) or to be filed as an exhibit to the Registration
Statement that are not described or filed as required, as the
case may be;

(xiii) Other than with respect to federal,
state or local broadcasting, licensing or communications law
or regulatory matters, the statements in the Registration
Statement and Prospectuses, insofar as they are descriptions
of contracts, agreements or other legal documents, or refer to
statements of law or legal conclusions, are accurate and
present fairly the information required to be shown;

(xiv) This Agreement and the Custody Agreement
have each been duly executed and delivered by or on behalf of
each of the Management Stockholders and are valid and binding
agreements of each Management Stockholder enforceable against
each Management Stockholder in accordance with their
respective terms;

(xv) To the knowledge of such counsel after
reasonable inquiry, each Management Stockholder has full legal
right, power and authorization, and any approval required by
law, to sell, assign, transfer and deliver good and marketable
title to the Shares which such Management Stockholder has
agreed to sell pursuant to this Agreement;

-39-

contemplated hereby and thereby will not conflict with,
violate, result in a breach of or constitute a default under
the terms or provisions of any agreement, indenture, mortgage
or other instrument known to such counsel to which any
Management Stockholder is a party or by which any of them or
any of their assets or property is bound, or any court order
or decree or any law, rule, or regulation applicable to any
Management Stockholder or to any of the property or assets of
any Management Stockholder;

(xvii) Upon delivery of the Offered Shares and
the Warrants pursuant to this Agreement and payment therefor
as contemplated herein, and assuming that each purchasing U.S.
Underwriter shall have purchased the Offered Shares and the
Warrants in good faith without notice of any adverse claim,
such U.S. Underwriter will acquire good and marketable title
to the Offered Shares and Warrants free and clear of any lien,
claim, security interest, or other encumbrance, restriction on
transfer or other defect in title; and

(xviii) The Company is not an "investment
company" or a company "controlled by an investment company"
within the meaning of the Investment Company Act of 1940, as
amended.

Such counsel shall also state that although counsel has not
undertaken, except as otherwise indicated in their opinion, to
determine independently, and does not assume any responsibility for,
the accuracy or completeness of the statements in the Registration
Statement or the Prospectuses, such counsel has participated in the
preparation of the Registration Statement and the Prospectuses,
including review and discussion of the contents thereof, and nothing
has come to the attention of such counsel that has caused them to
believe that the Registration Statement at the time the Registration
Statement became effective, or the Prospectuses, as of their date and
as of the Closing Date or the Option Closing Date, as the case may be,
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading or that any amendment or supplement
to the Prospectuses, as of its respective date, and as of the Closing
Date or the Option Closing Date, as the case may be, contained any
untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light
of the
<PAGE> 41

-40-

circumstances under which they were made, not misleading (it being
understood that such counsel need express no opinion with respect to
the financial statements and the notes thereto and the schedules and
other financial and statistical data included in the Registration
Statement or the Prospectuses).

(d) You shall have received on the Closing Date an
opinion of Anthony L. Morrison, Esq., General Counsel to the Company,
dated the Closing Date and addressed to you, as Representatives of the
several U.S. Underwriters, to the effect that:

(i) The Company and each of the Subsidiaries has
full corporate or partnership power and authority, and all
necessary governmental authorizations, approvals, orders,
licenses, certificates, franchises and permits of and from all
governmental regulatory officials and bodies (except where the
failure so to have any such authorizations, approvals, orders,
licenses, certificates, franchises or permits, individually or
in the aggregate, would not have a Material Adverse Effect),
to own their respective properties and to conduct their
respective businesses as now being conducted, as described in
the Prospectuses;

(ii) Except as disclosed in the Prospectuses, all
the outstanding shares of capital stock of each of the
Subsidiaries are owned by the Company directly, or indirectly
through one of the other Subsidiaries, free and clear of any
lien, adverse claim, security interest, equity, or other
encumbrance;

(iii) This Agreement is a valid, legal and binding
agreement of the Company, enforceable against the Company in
accordance with its terms (it being noted, without expressing
any opinion with regard to the federal securities laws and
regulations, that the Commission has expressed the view that
indemnification against securities law liabilities is against
public policy) and subject to the qualification that the
enforceability of the Company's obligations hereunder may be
limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium and other laws relating to or
affecting creditors' rights generally and by general equitable
principles;
<PAGE> 42

-41-

(iv) Each of the Company and the Subsidiaries has
all corporate or partnership power and authority, as the case
may be, to execute, deliver and perform each of the
Transaction Documents to which it is a party, to perform all
of its obligations thereunder and to consummate the
transactions contemplated thereby;

(v) Neither the Company nor any of the
Subsidiaries is in violation of its certificate or articles of
incorporation or by-laws, or other organizational documents,
or to the knowledge of such counsel after reasonable inquiry,
is in default (and no event has occurred which with notice or
lapse of time, or both, would constitute a default) in the
performance of any obligation, agreement or condition
contained in any bond, debenture, note or other evidence of
indebtedness;

(vi) Except as disclosed in the Registration
Statement and the Prospectuses, to the knowledge of such
counsel after reasonable inquiry, neither the offer, sale or
delivery of the Offered Shares, the execution, delivery or
performance of this Agreement and the other Transaction
Documents, compliance by the Company or the Subsidiaries (to
the extent a party thereto) with the provisions hereof or
thereof nor consummation by the Company or the Subsidiaries
(to the extent a party thereto) of the transactions
contemplated hereby or thereby, conflict or will conflict with
or constitute or will constitute a breach of, or a default
under the certificate or articles of incorporation or by-
laws, or other organizational documents, of the Company or any
of the Subsidiaries or any agreement, indenture, lease or
other instrument to which the Company or any of the
Subsidiaries is a party or by which any of them or any of
their respective properties is bound or will result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or any of the
Subsidiaries which conflict, breach, default or lien could
reasonably be expected to have a Material Adverse Effect;

-42-

their property, is subject, which are required to be described
in the Registration Statement or Prospectuses (or any
amendment or supplement thereto);

(viii) There are no agreements, contracts,
indentures, leases or other instruments that are required to
be described in the Registration Statement or the Prospectuses
(or any amendment or supplement thereto) or to be filed as an
exhibit to the Registration Statement that are not described
or filed as required, as the case may be;

(ix) To the knowledge of such counsel after
reasonable inquiry, neither the Company nor any of the
Subsidiaries is in violation of any law, ordinance,
administrative or governmental rule or regulation applicable
to the Company or any of the Subsidiaries or of any decree of
any court or governmental agency or body having jurisdiction
over the Company or any of the Subsidiaries;

(x) Except as described in the Prospectuses,
there are no outstanding options, warrants or other rights
calling for the issuance of, and such counsel does not know of
any commitment, plan or arrangement to issue, any shares of
Capital Stock of the Company or any security convertible into
or exchangeable or exercisable for Capital Stock of the
Company; and

(xi) Except as described in the Prospectuses,
there is no holder of any security of the Company or any other
person who has the right, contractual or otherwise, to cause
the Company to sell or otherwise issue to them, or to permit
them to underwrite the sale of, the Offered Shares or the
right to have any Capital Stock or other securities of the
Company included in the Registration Statement or the right,
as a result of the filing of the Registration Statement, to
require registration under the Act of any shares of Capital
Stock or other securities of the Company.

(e) You shall have received on the Closing Date an
opinion of Dow, Lohnes & Albertson, special communications counsel for
the Company, dated the Closing Date and addressed to you, as
Representatives of the several U.S. Underwriters, to the effect that:
<PAGE> 44

-43-

(i) Based upon a review of the FCC files, (a)
Whitehead Media, Inc., Bradenton Broadcast Television Company,
Ltd., Todd Communications, Inc., Roberts Broadcasting Company
of Raleigh Durham, L.P. and each subsidiary of the Company and
each subsidiary of The Christian Network, Inc. holds those
broadcast licenses issued by the FCC ("FCC Licenses")
identified as held by such entity and (b) each of the FCC
Licenses authorizes radio or television broadcast operations
by the holder thereof using the channel or frequency
assignment and serving the community of license that is
identified for each of the FCC Licenses;

(ii) To the knowledge of such counsel, based upon
the review of the publicly available records of the FCC and
inquiry to officers of the Company, except as may be disclosed
in the Prospectuses, there is no order, judgment, decree,
notice of apparent liability, or order of forfeiture
outstanding, and no petition, objection, notice of apparent
liability, order of forfeiture, investigation, complaint, or
other proceeding pending before the FCC or threatened by the
FCC against the stations listed (the "Stations") or the FCC
Licenses that reasonably could be expected to result in the
termination, revocation, suspension, or denial of renewal of
any of the FCC Licenses, except for rule making and other
similar proceedings generally applicable to the radio or
television broadcasting industry or substantial segments
thereof;

(iii) To the knowledge of such counsel based upon
the review of the publicly available files of the FCC and
inquiry to officers of the Company, other than as disclosed in
the Prospectuses, (a) there are no license renewal proceedings
pending for any of the FCC Licenses; and (b) except as set
forth on the FCC authorization certificates for the FCC
Licenses or imposed by the generally applicable rules of the
FCC, none of the FCC Licenses is subject to any condition
imposed by the FCC that reasonably could be expected to have a
material adverse effect on the Company's ability to conduct
its broadcast operations, taken as a whole;

(iv) The issuance, sale and delivery of the
Offered Shares and the Warrants pursuant to this Agreement (A)
does not require any consent or authorization from the FCC,
and (B) does not constitute a violation
<PAGE> 45

-44-

of the Communications Act or the published rules and
regulations of the FCC promulgated thereunder;

(v) The identified applications for consent to
assignment or transfer of control of licenses issued by the
FCC in connection with the Proposed Acquisitions and the
exercise of the Station Options (each as defined in the
Prospectuses) have been filed with the FCC; and, to the
knowledge of such counsel based upon the review of the
publicly available files of the FCC and inquiry to officers of
the Company, except as identified, no petition to deny such
applications has been filed with the FCC;

(vi) The statements in the Prospectuses under the
captions "Risk Factors -- Must Carry Regulations," "--
Government Regulation," "-- Multiple Ownership Rules; Time
Brokerage Agreements" and "Business -- Federal Regulation of
Broadcasting," insofar as they constitute summaries of the
Communications Act and the published rules and regulations of
the FCC promulgated thereunder, have been reviewed by such
counsel and are accurate in all material respects;

(vii) The execution, delivery and performance of
(x) this Agreement by the Company and (y) this Agreement and
the Custody Agreement by the Selling Securityholders (A) do
not require any consent or authorization from the FCC, and (B)
do not and will not violate the Communications Act and the
rules and regulations promulgated thereunder;

(viii) There are no restrictions or limitations
imposed by the FCC on the ability of the Company to pay cash
dividends on its shares of Class A Common Stock or, except as
set forth in the Prospectuses, otherwise make distributions in
cash on its shares of Capital Stock.

-45-

D'Alessander, counsel to National Union Fire Insurance Company of
Pittsburgh, PA, a [ ] ("National Union"), in their
capacities as Selling Securityholders, (iii) Mr. Salvatore Palazzolo,
counsel to BT Investment Partners, Inc., (iv) Mr. Hal Clarke, counsel
to First Union Corporation of Virginia, [others to be provided] (in
each case, the Selling Securityholder(s) so represented, the
"Stockholders"), dated the Closing Date and addressed to you, as
Representatives of the several U.S. Underwriters, to the effect that:

(i) Each of the Stockholders has the necessary
corporate or partnership (as applicable) power and authority
to execute and deliver this Agreement and the Custody
Agreement and to sell to the U.S. Underwriters, in accordance
with this Agreement, the Shares or Warrants to be sold by such
Stockholder to the several U.S. Underwriters pursuant to this
Agreement;

(ii) This Agreement and the Custody Agreement have
been duly executed and delivered by or on behalf of each
Stockholder;

(iii) Assuming this Agreement constitutes the
legal, valid and binding obligation of each of the U.S.
Underwriters, the Company and each of the other Selling
Securityholders, this Agreement is a valid and binding
obligation of each of the Stockholders, except that no opinion
is expressed with respect to rights to indemnity or
contribution or with respect to the validity of this Agreement
under, or the effect on the validity or binding nature of this
Agreement of, the Communications Act; and

(iv) Upon the purchase by, and delivery to, the
several U.S. Underwriters in accordance with the terms of this
Agreement of the Shares or Warrants to be sold by a
Stockholder to the several U.S. Underwriters pursuant to this
Agreement (including, without limitation, payment for such
Shares or Warrants by the several U.S. Underwriters as
provided in this Agreement) and the registration of such
Shares or Warrants in the respective names of the several
purchasing U.S. Underwriters, and assuming that each
purchasing U.S. Underwriter shall have purchased such Shares
or Warrants in good faith and without notice of any adverse
claim (within the meaning of Section 8-302 of the Uniform
Commercial Code), such purchasing U.S. Underwriter will
<PAGE> 47

-46-

have acquired such Shares or Warrants so purchased by such
U.S. Underwriter free of any adverse claims.

Such counsel may limit such opinion in all respects to the
laws of the State of New York and federal law (excluding the
Communications Act (and also excluding the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended)) normally applicable to similar
transactions in the experience of such counsel, to the limited
partnership or corporation statute of the jurisdiction of formation of
any Stockholder which is an entity and insofar as such opinions are
based on any such limited partnership or corporation statute, may base
such opinions solely on such counsel's reading of such statute,
without consultation of any judicial or administrative interpretations
thereof. If this Agreement shall have been executed and delivered on
behalf of any Stockholder by any Attorney-in-Fact pursuant to the
Custody Agreement, then such counsel may assume that such execution
and delivery was duly and validly made. Such opinion may be made to
any other assumptions, qualifications, exceptions and limitations as
are customary for similar opinions rendered in similar circumstances
or as are contemplated by the ABA Accord.

(g) You shall have received on the Closing Date an
opinion of Cahill Gordon & Reindel, counsel for the U.S. Underwriters,
dated the Closing Date and addressed to you, as Representatives of the
several U.S. Underwriters, with respect to the matters referred to in
clauses (v), (vii), (viii) and (xi) and the final clause of the
foregoing paragraph (c) and such other related matters as you may
request.

(h) You shall have received "cold comfort" letters
addressed to you, as Representatives of the several U.S. Underwriters,
and dated the date hereof and the Closing Date from Price Waterhouse
LLP, independent certified public accountants, substantially in the
forms heretofore approved by you.

-47-

term debt of the Company (other than in the ordinary course of
business) from that set forth or contemplated in the Registration
Statement or the Prospectuses (or any amendment or supplement
thereto); (iii) there shall not have been, since the respective dates
as of which information is given in the Registration Statement and the
Prospectuses (or any amendment or supplement thereto), except as may
otherwise be stated in the Registration Statement and Prospectuses (or
any amendment or supplement thereto), any material adverse change in
the condition (financial or other), business, prospects, properties,
net worth or results of operations of the Company and the Subsidiaries
taken as a whole; (iv) the Company and the Subsidiaries shall not have
any liabilities or obligations, contingent or otherwise (whether or
not in the ordinary course of business), that are material to the
Company and the Subsidiaries, taken as a whole, other than those
reflected in the Registration Statement or the Prospectuses (or any
amendment or supplement thereto); and (v) all the representations and
warranties of the Company contained in this Agreement shall be true
and correct on and as of the date hereof and on and as of the Closing
Date as if made on and as of the Closing Date, and you shall have
received a certificate, dated the Closing Date and signed by the chief
executive officer and the chief financial officer of the Company (or
such other officers as are acceptable to you), to the effect set forth
in this Section 10(i) and in Section 10(j) hereof.

(j) The Company shall not have failed at or prior to the
Closing Date to have performed or complied with any of its agreements
herein contained and required to be performed or complied with by it
hereunder at or prior to the Closing Date.

(k) All the representations and warranties of the Selling
Securityholders contained in this Agreement shall be true and correct
on and as of the date hereof and on and as of the Closing Date as if
made on and as of the Closing Date, and you shall have received one or
more certificates, dated the Closing Date and signed by or on behalf
of the several Selling Securityholders to the effect set forth in this
Section 10(k) and in Section 10(l) hereof.

(l) The Selling Securityholders shall not have failed at
or prior to the Closing Date to have performed or complied with any of
their agreements herein contained and required to be performed or
complied with by them hereunder at or prior to the Closing Date.
<PAGE> 49

-48-

(m) Prior to the Closing Date the Offered Shares shall
have been listed, subject to issuance, on the American Stock Exchange.

(n) The Sellers shall have furnished or caused to be
furnished to you such further certificates and documents as you shall
have requested.

(o) The closing under the International Underwriting
Agreement shall have occurred concurrently with the closing hereunder
on the Closing Date.

(p) The "lock-up" letters referred to in Section 5(n)
hereof shall be in full force and effect on the Closing Date.

All such opinions, certificates, letters and other documents
will be in compliance with the provisions hereof only if they are satisfactory
in form and substance to you and your counsel.

Any certificate or document signed by any officer of the
Company or any Attorney-in-Fact or any Selling Securityholder and delivered to
you, as Representatives of the U.S. Underwriters, or to counsel for the U.S.
Underwriters, shall be deemed a representation and warranty by the Company, the
Selling Securityholders or the particular Selling Securityholder, as the case
may be, to each U.S. Underwriter as to the statements made therein.

The several obligations of the U.S. Underwriters to purchase
Additional Securities hereunder are subject to the satisfaction on and as of
any Option Closing Date of the conditions set forth in this Section 10, except
that, if any Option Closing Date is other than the Closing Date, the
certificates, opinions and letters referred to in paragraphs (c) through (l)
shall be dated the Option Closing Date in question and the opinions called for
by paragraphs (c), (d), (e), (f) and (g) shall be revised to reflect the sale
of Additional Securities.

-49-

Prospectuses, and each amendment or supplement to any of them; (ii) the
printing (or reproduction) and delivery (including postage, air freight charges
and charges for counting and packaging) of such copies of the registration
statement, each Prepricing Prospectus, the Prospectuses, and all amendments or
supplements to any of them as may be reasonably requested for use in connection
with the offering and sale of the Offered Shares; (iii) the preparation,
printing, authentication, issuance and delivery of certificates for the Offered
Shares, including any stamp taxes in connection with the original issuance and
sale of the Offered Shares; (iv) the printing (or reproduction) and delivery of
this Agreement, the preliminary and supplemental Blue Sky Memoranda and all
other agreements or documents printed (or reproduced) and delivered in
connection with the offering of the Offered Shares; (v) the listing of the
Offered Shares on the American Stock Exchange; (vi) the registration or
qualification of the Offered Shares for offer and sale under the securities or
Blue Sky laws of the several states as provided in Section 5(g) hereof
(including the reasonable fees, expenses and disbursements of counsel for the
U.S. Underwriters relating to the preparation, printing or reproduction, and
delivery of the preliminary and supplemental Blue Sky Memoranda and such
registration and qualification); (vii) the filing fees and the reasonable fees
and expenses of counsel for the U.S. Underwriters in connection with any
filings required to be made with the National Association of Securities
Dealers, Inc.; (viii) the transportation and other expenses incurred by or on
behalf of Company representatives in connection with presentations to
prospective purchasers of the Offered Shares; and (ix) the fees and expenses of
the Company's accountants and the fees and expenses of counsel (including local
and special counsel) for the Company.

12. Effective Date of Agreement. This Agreement shall
become effective: (i) upon the execution and delivery hereof by the parties
hereto; or (ii) if, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
to be declared effective before the offering of the Offered Shares may
commence, when notification of the effectiveness of the registration statement
or such post-effective amendment has been released by the Commission. Until
such time as this Agreement shall have become effective, it may be terminated
by the Company, by notifying you and the Selling Securityholders, or by you, as
Representatives of the several U.S. Underwriters, by notifying the Company and
the Selling Securityholders.

If any one or more of the U.S. Underwriters shall fail or
refuse to purchase Shares or Warrants which it or they are
<PAGE> 51

-50-

obligated to purchase hereunder on the Closing Date, and the aggregate number
of Shares or Warrants which such defaulting U.S. Underwriter or U.S.
Underwriters are obligated but fail or refuse to purchase is not more than
one-tenth of the aggregate number of Shares or Warrants, respectively, which
the U.S. Underwriters are obligated to purchase on the Closing Date, each
non-defaulting U.S. Underwriter shall be obligated, severally, in the
proportion which the number of Firm Shares set forth opposite its name in
Schedule II hereto bears to the aggregate number of Firm Shares set forth
opposite the names of all non-defaulting U.S. Underwriters or in such other
proportion as you may specify in accordance with Section 20 of the Master
Agreement Among Underwriters of Smith Barney Inc., to purchase the Firm Shares
and Firm Warrants which such defaulting U.S. Underwriter or U.S. Underwriters
are obligated, but fail or refuse, to purchase. If any one or more of the U.S.
Underwriters shall fail or refuse to purchase Shares or Warrants which it or
they are obligated to purchase on the Closing Date and the aggregate number of
Shares or Warrants with respect to which such default occurs is more than
one-tenth of the aggregate number of Shares or Warrants, respectively, which
the U.S. Underwriters are obligated to purchase on the Closing Date and
arrangements satisfactory to you and the Company for the purchase of such
Shares or Warrants by one or more non-defaulting U.S. Underwriters or other
party or parties approved by you and the Company are not made within 36 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting U.S. Underwriter, the Company or the Selling
Securityholders. In any such case which does not result in termination of this
Agreement, either you or the Company shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and the Prospectuses or
any other documents or arrangements may be effected. Any action taken under
this paragraph shall not relieve any defaulting U.S. Underwriter from liability
in respect of any such default of any such U.S. Underwriter under this
Agreement. The term "U.S. Underwriter" as used in this Agreement includes, for
all purposes of this Agreement, any party not listed in Schedule II hereto who,
with your approval and the approval of the Company, purchases Shares or
Warrants which a defaulting U.S. Underwriter is obligated, but fails or
refuses, to purchase.

Any notice under this Section 12 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.
<PAGE> 52

-51-

13. Termination of Agreement. This Agreement shall be
subject to termination in your absolute discretion, without liability on the
part of any U.S. Underwriter to the Company or any Selling Securityholder, by
notice to the Company and the Selling Securityholders, if prior to the Closing
Date or any Option Closing Date (if different from the Closing Date and then
only as to the Additional Securities), as the case may be, (i) trading in
securities generally on the New York Stock Exchange, the American Stock
Exchange or the Nasdaq National Market shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking activities in New York
or Florida shall have been declared by either federal or state authorities, or
(iii) there shall have occurred any outbreak or escalation of hostilities or
other international or domestic calamity, crisis or change in political,
financial or economic conditions, the effect of which on the financial markets
of the United States is such as to make it, in your judgment, impracticable or
inadvisable to commence or continue the offering of the Offered Shares at the
offering price to the public set forth on the cover page of the Prospectuses or
to enforce contracts for the resale of the Offered Shares by the U.S.
Underwriters. Notice of such termination may be given to the Company and the
Selling Securityholders by telegram, telecopy or telephone and shall be
subsequently confirmed by letter.

14. Information Furnished by the Underwriters. The
statements set forth in the last paragraph on the cover page, the stabilization
legend on the inside cover page, and the statements in the first, fourth,
ninth, tenth, eleventh and fifteenth paragraphs under the caption
"Underwriting" in any U.S. Prepricing Prospectus and in the U.S. Prospectus
constitute the only information furnished by or on behalf of the U.S.
Underwriters through you as such information is referred to in Sections 7(b)
and 9 hereof.

15. Miscellaneous. Except as otherwise provided in
Sections 5, 12 and 13 hereof, notice given pursuant to any provision of this
Agreement shall be in writing and shall be delivered (i) if to the Company or
the Management Stockholders, at the office of the Company at 601 Clearwater
Park Road, West Palm Beach, Florida 33401, Attention: Anthony L. Morrison,
Esq., Vice President and General Counsel; or (ii) if to the Selling
Securityholders, at [ ], Attention: [ ], with copies to be
delivered as follows: (A) Sandler Mezzanine Partners, L.P., General Motors
Building, 767 Fifth Avenue, New York, New York, Attn: Michael J. Marocco, (B)
Joseph E. Young, Baker & Botts, 885 Third Avenue, New York, New York 10022,
(C) [others?]; or (iii) if to you, as Representatives of the several
<PAGE> 53

-52-

U.S. Underwriters, care of Smith Barney Inc., 388 Greenwich Street, New York,
New York 10013, Attention: Manager, Investment Banking Division.

This Agreement has been and is made solely for the benefit of
the several U.S. Underwriters, the Company, its directors and officers, the
other controlling persons referred to in Section 9 hereof and the Selling
Securityholders, their controlling persons and their respective successors and
assigns, to the extent provided herein, and no other person shall acquire or
have any right under or by virtue of this Agreement. Neither the term
"successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from any U.S. Underwriter of any of the Shares in his
status as such purchaser.

16. Applicable Law; Counterparts. This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed within the State of New
York.

This Agreement may be signed in various counterparts which
together constitute one and the same instrument. If signed in counterparts,
this Agreement shall not become effective unless at least one counterpart
hereof shall have been executed and delivered on behalf of each party hereto.
<PAGE> 54

-53-

Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Selling Securityholders and the several U.S.
Underwriters.

Very truly yours,

PAXSON COMMUNICATIONS CORPORATION

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

Each of the Selling
Securityholders named in
Schedule I hereto

By
-----------------------------
Name:
Title: Attorney-in-Fact

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
U.S. Underwriters named in Schedule II
hereto.

SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
CIBC WOOD GUNDY SECURITIES CORP.
BT SECURITIES CORPORATION

As Representatives of the Several U.S. Underwriters

By SMITH BARNEY INC.

By
-----------------------------
Name:
Title:
<PAGE> 55

SCHEDULE I

PAXSON COMMUNICATIONS CORPORATION

Part A - Firm Shares
- --------------------

Number of
Selling Securityholders Firm Shares
----------------------- -----------

--------------
Total........
==============

Part B - Firm Warrants
- ----------------------

Number of
Selling Securityholders Firm Warrants
----------------------- -------------

--------------
Total........
==============

Part C - Additional Shares
- --------------------------

Number of Number of
Additional Additional
Selling Securityholders Shares Warrants
----------------------- ---------- ----------

----------- -----------
Total . . . . . . .
=========== ===========

<PAGE> 56

SCHEDULE II

PAXSON COMMUNICATIONS CORPORATION

Number of Number of
Underwriter Firm Shares Firm Warrants
- ----------- ----------- -------------
<S> <C> <C>
Smith Barney Inc. . . . . . . . . . . . . .
PaineWebber Incorporated . . . . . . . . . .
CIBC Wood Gundy Securities Corp. . . . . . .
BT Securities Corporation . . . . . . . . .

--------- -------------
Total . . . . . . . . . . . . . .
========= =============
</TABLE>
<PAGE> 57

PAXSON COMMUNICATIONS CORPORATION

LOCK-UP LETTER

March , 1996

SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
CIBC WOOD GUNDY SECURITIES CORP.
BT SECURITIES CORPORATION
PAINEWEBBER INTERNATIONAL (U.K.) LTD.
BANKERS TRUST INTERNATIONAL PLC

c/o SMITH BARNEY INC.
388 Greenwich Street
New York, NY 10013

Dear Sirs:

The undersigned understands that (i) Smith Barney Inc. ("Smith
Barney"), PaineWebber Incorporated, CIBC Wood Gundy Securities Corp. ("CIBC"),
and BT Securities Corporation (the "Representatives") and certain other firms
propose to enter into a U.S. Underwriting Agreement (the "U.S. Underwriting
Agreement") providing for the purchase by the Representatives and such other
firms (the "U.S. Underwriters") of shares (the "U.S. Shares") of Class A Common
Stock, par value $.001 per share (the "Class A Common Stock"), of Paxson
Communications Corporation (the "Company") and warrants (the "U.S. Warrants")
to purchase shares of Class A Common Stock to be sold by the Company and
certain of its securityholders including the undersigned (the "Selling
Securityholders") and (ii) Smith Barney, PaineWebber International (U.K.) Ltd.,
CIBC and Bankers Trust International PLC (the "Lead Managers") and certain
other firms propose to enter into an International Underwriting Agreement (the
"International Underwriting Agreement" and, together with the U.S. Underwriting
Agreement, the "Underwriting Agreements") providing for the purchase by the
Lead Managers and such other firms (the "Managers" and, together with the U.S.
Underwriters, the "Underwriters") of shares (the "International Shares" and,
together with the U.S. Shares, the "Shares") of Class A Common Stock and
warrants (the "International Warrants" and, together with the U.S. Warrants,
the "Warrants") to purchase shares of Class A Common Stock to be sold by the
Company and the Selling Securityholders, and that in each case the Underwriters
propose to

<PAGE> 58

-2-

reoffer the Shares and the shares issuable upon the exercise of the Warrants
(the "Warrant Shares") to the public.

In consideration of the execution of the Underwriting
Agreements by the Underwriters party thereto, and for other good and valuable
consideration, the undersigned hereby irrevocably agrees that without the prior
written consent of Smith Barney the undersigned will not sell, offer to sell,
solicit an offer to buy, contract to sell, grant any option to purchase, or
otherwise transfer or dispose of (other than pursuant to the Underwriting
Agreements), any shares of common stock of the Company ("Common Stock"), or any
securities convertible into or exercisable or exchangeable for Common Stock,
for a period of 180 days after the date of the final Prospectuses relating to
the offering of the Shares and the Warrant Shares to the public by the
Underwriters; provided, however, that the undersigned may (i) sell Shares and
Warrants to the Underwriters pursuant to the Underwriting Agreements, (ii)
transfer shares of Common Stock or securities convertible into or exercisable
for Common Stock to (a) the Company, (b) any other Selling Securityholder who
is bound by the terms of a letter agreement similar to this one, or (c) any
Affiliate (as such term is defined for purposes of the Securities Exchange Act
of 1934, as amended) of any Selling Securityholder, if such Affiliates agrees
in writing to be bound by the terms of this letter agreement, or (iii)
exercise, exchange or convert stock options, warrants, convertible securities
or other rights entitling the undersigned to receive shares of Common Stock or
convert or exchange shares of one class of Common Stock into shares of a
different class of Common Stock, with all shares of Common Stock received upon
any such exercise, exchange or conversion being subject to the terms of this
letter agreement.

The undersigned agrees that the provisions of this letter
agreement shall be binding also upon the successors, assigns, heirs and
personal representatives of the undersigned.

In furtherance of the foregoing, the Company and First Union
Bank of North Carolina, its Transfer Agent, are hereby authorized to decline to
make any transfer of securities if such transfer would constitute a violation
or breach of this letter agreement.

It is understood that, if the Underwriting Agreements do not
become effective by May 1, 1996, or if the Underwriting Agreements (other than
the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the Shares and the Warrants, or
if the sale

<PAGE> 59

-3-

of the Shares or the Warrants shall not have been consummated prior to ,
1996, this letter agreement and the undersigned's obligations hereunder shall
terminate.

Very truly yours,

-------------------
[Name of Signatory]

<PAGE> 1

EXHIBIT 1.2
<PAGE> 2

2,300,000 Shares

PAXSON COMMUNICATIONS CORPORATION

Class A Common Stock

INTERNATIONAL UNDERWRITING AGREEMENT

March __, 1996

SMITH BARNEY INC.
PAINEWEBBER INTERNATIONAL (U.K.) LTD.
CIBC WOOD GUNDY SECURITIES CORP.
BANKERS TRUST INTERNATIONAL PLC

As Lead Managers of the Several Managers

c/o SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

Paxson Communications Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell an aggregate of 2,060,000 shares of its
Class A Common Stock, $0.001 par value per share, to the several Underwriters
named in Schedule II hereto (the "Managers"), and the persons named in Part A
of Schedule I hereto (the "Selling Stockholders"), severally and not jointly,
propose to sell to the several Managers an aggregate of [ ] shares of
Class A Common Stock and the persons named in Part B of Schedule I hereto (the
"Selling Warrantholders" and, together with the Selling Stockholders, the
"Selling Securityholders"), severally and not jointly, propose to sell to the
several Managers warrants (the "Firm Warrants") to purchase [ ] shares of
Class A Common Stock (the "Firm Warrant Shares"). The Company and the Selling
Securityholders are hereinafter sometimes referred to as the "Sellers." The
Company's Class A Common Stock, $0.001 par value per share, is hereinafter
referred to as the "Class A Common Stock" and the 2,060,000 shares of Class A
Common Stock to be issued and sold to the Managers by the Company and the [
] shares of Class A Common Stock to be sold to the Managers by the Selling
Stockholders are hereinafter referred to as the "Firm Shares." The Firm Shares
and the Firm Warrants are hereinafter referred to as the "Firm Securities."
The Company and the Selling Securityholders listed in Part C of Schedule I
hereto, severally and not jointly, also propose to sell to the Managers, upon
the
<PAGE> 3

-2-

terms and conditions set forth in Section 2 hereof, up to an additional [
] shares (the "Additional Shares" and, together with the Firm Shares, the
"International Shares") of Class A Common Stock and warrants (the "Additional
Warrants" and, together with the Firm Warrants, the "International Warrants")
to purchase [ ] shares of Class A Common Stock (the "Additional Warrant
Shares" and, together with the Firm Warrant Shares, the "International Warrant
Shares"). The Additional Shares and the Additional Warrants are hereinafter
referred to as the "Additional Securities." The International Shares and the
International Warrants are hereinafter referred to as the "International
Securities."

It is understood that the Company and the Selling
Securityholders are concurrently entering into a U.S. Underwriting Agreement,
dated the date hereof (the "U.S. Underwriting Agreement" and, together with the
International Underwriting Agreement, the "Underwriting Agreements"), providing
for (i) the sale of [ ] shares of Class A Common Stock (the "Firm U.S.
Shares"), of which 8,240,000 shares will be sold by the Company and [ ]
shares will be sold by the Selling Securityholders, and warrants (the "Firm
U.S. Warrants") to purchase [ ] shares of Class A Common Stock (the "Firm
U.S. Warrant Shares") and (ii) the grant of an option to purchase up to an
additional [ ] shares of Class A Common Stock (the "Additional U.S.
Shares" and, together with the Firm U.S. Shares, the "U.S. Shares") and
warrants (the "Additional U.S. Warrants" and, together with the Firm U.S.
Warrants, the "U.S. Warrants") to purchase [ ] shares of Class A Common
Stock (the "Additional U.S. Warrant Shares" and, together with the Firm U.S.
Warrant Shares, the "U.S. Warrant Shares"), through arrangements with certain
underwriters in the United States and Canada (the "U.S. Underwriters"), for
whom Smith Barney Inc., PaineWebber Incorporated, CIBC Wood Gundy Securities
Corp. and BT Securities Corporation are acting as representatives (the
"Representatives"). The U.S. Shares and the U.S. Warrants are hereinafter
referred to as the "U.S. Securities." The U.S. Shares and the International
Shares are hereinafter referred to as the "Shares." The U.S. Warrants and the
International Warrants are hereinafter referred to as the "Warrants." The U.S.
Warrant Shares and the International Warrant Shares are hereinafter referred to
as the "Warrant Shares." The U.S. Securities and the International Securities
are hereinafter referred to as the "Securities."

The Company and the Selling Securityholders understand that
the Managers and the U.S. Underwriters intend to exercise the Warrants
immediately upon their receipt and will offer the
<PAGE> 4

-3-

Warrant Shares publicly as described in the Registration Statement (as
hereinafter defined). The Shares and the Warrant Shares are hereinafter
referred to as the "Offered Shares."

The Company and the Selling Securityholders also understand
that the Managers and the U.S. Underwriters have entered into an agreement (the
"Agreement Between U.S. Underwriters and Managers") contemplating the
coordination of certain transactions between the Managers and the U.S.
Underwriters and that, pursuant thereto and subject to the conditions set forth
therein, the Managers may purchase from the U.S. Underwriters a portion of the
U.S. Securities or sell to the U.S. Underwriters a portion of the International
Securities. The Company understands that any such purchases and sales between
the Managers and the U.S. Underwriters shall be governed by the Agreement
Between U.S. Underwriters and Managers and shall not be governed by the terms
of this Agreement or the U.S. Underwriting Agreement.

The Company and the Selling Securityholders wish to confirm as
follows their respective agreements with you (the "Lead Managers") and the
other several Managers on whose behalf you are acting, in connection with the
several purchases of the International Securities by the Managers.

-4-

any prospectus subject to completion meeting the requirements of Rule 434(b)
under the Act), or, if the prospectuses included in the Registration Statement
omit information in reliance on Rule 430A under the Act and such information is
included in the prospectuses or term sheets (within the meaning of Rule 434
under the Act) filed with the Commission pursuant to Rule 424(b) under the Act,
the term "Prospectuses" as used in this Agreement means the prospectuses in the
form included in the Registration Statement as supplemented by the addition of
the Rule 430A information contained in the prospectuses or term sheets (within
the meaning of Rule 434 under the Act) filed with the Commission pursuant to
Rule 424(b). The term "Prepricing Prospectuses" as used in this Agreement
means the prospectuses subject to completion in the forms included in the
Registration Statement at the time of the initial filing of the Registration
Statement with the Commission or in any amendment to the Registration Statement
filed with the Commission, and as such prospectuses shall have been amended
from time to time prior to the date of the Prospectuses.

-5-

states thereof and the District of Columbia) and its territories, its
possessions and other areas subject to its jurisdiction; and "Canada" means
Canada and its territories, its possessions and other areas subject to its
jurisdiction.

2. Agreements to Sell and Purchase. Subject to such
adjustments as you may determine in order to avoid fractional shares, the
Company hereby agrees, subject to all the terms and conditions set forth
herein, to issue and sell to each Manager and, upon the basis of the
representations, warranties and agreements of the Company, the Selling
Securityholders herein contained and subject to all the terms and conditions
set forth herein, each Manager, severally and not jointly, agrees to purchase
from the Company, at a purchase price of $[ ] per share (the "purchase price
per share"), the number of Firm Shares which bears the same proportion to the
aggregate number of Firm Shares to be issued and sold by the Company as the
number of Firm Shares set forth opposite the name of such Manager in Schedule
II hereto (or such number of Firm Shares increased as set forth in Section 12
hereof) bears to the aggregate number of Firm Shares to be sold by the Company
and the Selling Securityholders (with respect to each Manager, such Manager's
"Pro Rata Share"). The Company agrees, upon receipt of the exercise price of
the Firm Warrants and surrender of the certificates, if any, representing such
Firm Warrants, to issue to the Managers the Firm Warrant Shares.

Subject to such adjustments as you may determine in order to
avoid fractional shares or warrants, each Selling Securityholder hereby agrees,
severally and not jointly, and subject to all the terms and conditions set
forth herein, to sell to each Manager and, upon the basis of the
representations, warranties and agreements of the Company, the Selling
Securityholders and the Managers herein contained and subject to all the terms
and conditions set forth herein, each Manager, severally and not jointly,
agrees to purchase from each Selling Securityholder (i) that number of Firm
Shares, if any, set forth opposite such Selling Securityholder's name on Part A
of Schedule I hereto multiplied by each such Manager's Pro Rata Share at the
purchase price per share and (ii) that number of Firm Warrants, if any, set
forth opposite such Selling Securityholder's name on Part B of Schedule I
hereto multiplied by each such Manager's Pro Rata Share at the warrant purchase
price. "Warrant purchase price" for any Warrant means the excess of (i) the
purchase price per share multiplied by the number of Warrant Shares issuable
upon the exercise of the Warrant over (ii) the exercise price of such Warrant.
<PAGE> 7

-6-

The Company and the Selling Securityholders listed in Part C
of Schedule I hereto also agree, severally and not jointly, and subject to all
the terms and conditions set forth herein, to sell to the Managers and, upon
the basis of the representations, warranties and agreements of the Company, the
Selling Securityholders and the Managers herein contained and subject to all
the terms and conditions set forth herein, the Managers shall have the right to
purchase from the Company and the Selling Securityholders listed in Part C of
Schedule I hereto, at the purchase price per share in the case of Additional
Shares and at the warrant purchase price in the case of any Additional
Warrants, pursuant to an option (the "over-allotment option") which may be
exercised at any time and from time to time prior to 9:00 P.M., New York City
time, on the 30th day after the date of the International Prospectus (or, if
such 30th day shall be a Saturday or Sunday or a holiday, on the next business
day thereafter when the American Stock Exchange is open for trading), the
number of Additional Shares and Additional Warrants, if any, is set forth
opposite their respective names in Part C of Schedule I. Additional Shares and
Additional Warrants may be purchased only for the purpose of covering
over-allotments made in connection with the offering of the Firm Shares and the
Firm Warrant Shares. The number of Additional Shares and Additional Warrants
which the Managers elect to purchase upon any exercise of the over-allotment
option shall be provided (i) by the Company in the form of Additional Shares
equal to the number of Additional Shares set forth opposite its name on Part C
of Schedule I hereto multiplied by a fraction, the numerator of which is the
aggregate number of shares of Class A Common Stock which the Managers elect to
purchase (either directly through the purchase of Additional Shares or
indirectly through the purchase and subsequent exercise of Additional Warrants)
and the denominator of which is the aggregate number of Additional Shares and
Additional Warrant Shares (such fraction, the "Purchased Percentage") and (ii)
by each Selling Securityholder in the form of Additional Shares and/or
Additional Warrants determined by multiplying the number of Additional Shares
and/or Additional Warrant Shares that would be issued upon the exercise of such
Selling Securityholder's Additional Warrants each as set forth opposite such
Selling Securityholder's name on Part C of Schedule I hereto by the Purchased
Percentage. Upon any exercise of the over-allotment option, subject to such
adjustments as you may determine in order to avoid fractional shares or
warrants, each Manager, severally and not jointly, agrees to (i) purchase from
the Company and each Selling Securityholder who has agreed to sell Additional
Shares that number of Additional Shares to be sold by the Company or such
Selling Securityholder determined pursuant to the preceding sentence multiplied
by each Manager's
<PAGE> 8

-7-

Pro Rata Share and (ii) purchase from each Selling Securityholder who has
agreed to sell Additional Warrants that number of Additional Warrants to be
sold by such Selling Securityholder determined pursuant to the preceding
sentence multiplied by each such Manager's Pro Rata Share. The Company agrees,
upon receipt of the exercise price of the Additional Warrants and surrender of
the certificates, if any, representing such Additional Warrants, to issue to
the Managers the Additional Warrant Shares.

Certificates in transferable form for the International Shares
and the International Warrants which each of the Selling Securityholders agrees
to sell pursuant to this Agreement [(other than Shares issuable upon the
exercise of options)] have been placed in custody with First Union National
Bank of North Carolina (the "Custodian") for delivery under this Agreement
pursuant to a Custody Agreement and Power of Attorney (collectively, the
"Custody Agreement") executed by each of the Selling Securityholders appointing
Arthur D. Tek and Anthony L. Morrison as agents and attorneys-in-fact (the
"Attorneys-in-Fact"). With respect to Shares issuable upon the exercise of
stock options held by certain of the Selling Securityholders, the Selling
Securityholders holding such options have deposited with the Custodian
irrevocable option exercise and payment direction letters in form and substance
satisfactory to the Lead Managers. Each Selling Securityholder agrees,
severally and not jointly, that (i) the International Shares and the
International Warrants represented by the certificates deposited by such
Selling Securityholder in custody pursuant to the Custody Agreement are subject
to the interests of the Managers, the Company and each other Selling
Securityholder, (ii) the arrangements made by such Selling Securityholder for
such custody are, except as specifically provided in the Custody Agreement,
irrevocable, and (iii) to the extent that such Selling Securityholder can, by
reliance on this clause (iii), vary the provisions of any applicable law, the
obligations of such Selling Securityholder hereunder and under the Custody
Agreement shall not be terminated by any act of such Selling Securityholder or
by operation of law, whether upon the death or incapacity of any Selling
Securityholder or the occurrence of any other event, except as specifically
provided in the Custody Agreement. Subject to the terms and conditions of the
Custody Agreement, if any Selling Securityholder shall die or be incapacitated
or if any other event referred to in clause (iii) of the immediately preceding
sentence shall occur before the delivery of the International Shares and the
International Warrants hereunder, certificates for the International Shares and
the International Warrants of such Selling Securityholder shall be delivered to
the Managers by the Attorneys-in-Fact in accordance with the terms
<PAGE> 9

-8-

and conditions of this Agreement and the Custody Agreement as if such death or
incapacity or other event had not occurred, regardless of whether or not the
Attorneys-in-Fact or any Manager shall have received notice of such death,
incapacity or other event. To the extent specifically provided in the Custody
Agreement, each Attorney-in-Fact is authorized, on behalf of such Selling
Securityholder, to execute this Agreement and certain other documents in
connection with the sale of the International Shares and the International
Warrants to be sold hereunder by such Selling Securityholder including
acknowledging, on behalf of such Selling Securityholder, receipt of the
proceeds from the sale of the International Shares and the International
Warrants. Each Attorney-in-Fact agrees to perform his duties under the Custody
Agreement.

3. Terms of Public Offering. The Sellers have been
advised by you that the Managers propose to make a public offering of their
respective portions of the Offered Shares as soon after the Registration
Statement and this Agreement have become effective as in your judgment is
advisable and initially to offer such Offered Shares upon the terms set forth
in the International Prospectus.

4. Delivery of the Securities and Payment Therefor.
Delivery to the Managers of and payment for the Firm Securities shall be made
at the office of Smith Barney Inc., 388 Greenwich Street, New York, NY 10013,
at 10:00 A.M., New York City time, on March [ ], 1996 (the "Closing Date").
The place of closing for the Firm Securities and the Closing Date may be varied
by agreement among you, the Company and the Attorneys-in-Fact.

Delivery to the Managers of and payment for any Additional
Securities to be purchased by the Managers shall be made at the aforementioned
office of Smith Barney Inc. at such times on such dates (each, an "Option
Closing Date"), which may be the same as the Closing Date but shall in no event
be earlier than the Closing Date nor earlier than three nor later than ten
business days after the giving of the notice hereinafter referred to, as shall
be specified in a written notice from you on behalf of the Managers to the
Company and the Attorneys-in-Fact of the Managers' determination to purchase a
number, specified in such notice, of Additional Securities. The place of
closing for any Additional Securities and the Option Closing Date for such
Additional Securities may be varied by agreement among you, the Company and the
Attorneys-in-Fact.

Certificates for the Firm Shares and the Firm Warrant Shares
and for any Additional Shares and any Additional Warrant
<PAGE> 10

-9-

Shares to be purchased hereunder (or acquired upon the exercise of Warrants
purchased hereunder) shall be registered in such names and in such
denominations as you shall request prior to 1:00 P.M., New York City time, on
the second business day preceding the Closing Date or any Option Closing Date,
as the case may be. Such certificates shall be made available to you in New
York City for inspection and packaging not later than 9:30 A.M., New York City
time, on the business day next preceding the Closing Date or the Option Closing
Date, as the case may be. The certificates evidencing the Firm Shares and the
Firm Warrant Shares and any Additional Shares and any Additional Warrant Shares
to be purchased hereunder (or acquired upon the exercise of Warrants purchased
hereunder) shall be delivered to you on the Closing Date or the Option Closing
Date, as the case may be, against payment of the purchase price therefor by
certified or official bank check or checks payable in New York Clearing House
(next day) funds to the order of the Company or the Attorneys-in-Fact, as the
case may be.

5. Agreements of the Company. The Company agrees with
the several Managers as follows:

-10-

event, which makes any statement of a material fact made in the
Registration Statement or the Prospectuses (as then amended or
supplemented) untrue or which requires the making of any additions to
or changes in the Registration Statement or the Prospectuses (as then
amended or supplemented) in order to state a material fact required by
the Act or the regulations thereunder to be stated therein or
necessary in order to make the statements therein not misleading, or
of the necessity to amend or supplement the Prospectuses (as then
amended or supplemented) to comply with the Act or any other law. If
at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, the Company will use its
best efforts to obtain the withdrawal of such order at the earliest
possible time.

(d) The Company will not (i) file any amendment to the
Registration Statement or make any amendment or supplement to the
Prospectuses (including by way of issuance and filing under the Act of
any term sheet within the meaning of Rule 434 under the Act) of which
you shall not previously have been advised or to which you shall
reasonably object within a reasonable period of time after being so
advised or (ii) during such period as, in the reasonable opinion of
counsel for the Managers, a prospectus is required to be delivered in
connection with sales by any Manager or dealer, file any information,
documents or reports pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), without delivering a copy of such
information, documents or reports to you, as Lead Managers for the
Managers, prior to or concurrently with such filing.

(e) Prior to the execution and delivery of this
Agreement, the Company has delivered to you, without charge, in such
quantities as you have reasonably requested, copies of each form of
the International Prepricing Prospectus. The Company consents to the
use, in accordance with the provisions of the Act and with the
securities or Blue Sky laws of the jurisdictions in which the Offered
Shares are offered by the several Managers and by dealers, prior to
the
<PAGE> 12

-11-

date of the International Prospectus, of each International Prepricing
Prospectus so furnished by the Company.

(f) As soon after the execution and delivery of this
Agreement as possible and thereafter from time to time for such period
as in the reasonable opinion of counsel for the Managers a prospectus
is required by the Act to be delivered in connection with sales of
Offered Shares by any Manager or dealer, the Company will
expeditiously deliver to each Manager, without charge, as many copies
of the International Prospectus (and of any amendment or supplement
thereto) as you may reasonably request. The Company consents to the
use of the International Prospectus (and of any amendment or
supplement thereto) in accordance with the provisions of the Act and
with the securities or Blue Sky laws of the jurisdictions in which the
Offered Shares are offered by the several Managers and by all dealers
to whom Offered Shares may be sold, both in connection with the
offering and sale of the Offered Shares and for such period of time
thereafter as the International Prospectus is required by the Act to
be delivered in connection with sales by any Manager or dealer. If
during such period of time any event shall occur that in the judgment
of the Company or in the opinion of counsel for the Managers is
required to be set forth in the International Prospectus (as then
amended or supplemented) or should be set forth therein in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary to
supplement or amend the International Prospectus in order to comply
with the Act or any other law, the Company will forthwith prepare and,
subject to the provisions of paragraph (d) above, file with the
Commission an appropriate supplement or amendment thereto, and will
expeditiously furnish to the Managers as many copies thereof as they
may reasonably request. In the event that the Company and you, as
Lead Managers for the several Managers, agree that the International
Prospectus should be amended or supplemented, the Company, if
requested by you, will promptly issue a press release announcing or
disclosing the matters to be covered by the proposed amendment or
supplement.

(g) The Company will cooperate with you and with counsel
for the Managers in connection with the registration or qualification
of the Offered Shares for offering and sale by the several Managers
and by dealers under the securities or Blue Sky laws of such
jurisdictions as you may designate and will file such consents to
service of process or other documents necessary or appropriate in
order to effect such
<PAGE> 13

-12-

registration or qualification; provided that in no event shall the
Company be obligated to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action which would
subject it to service of process in suits, other than those arising
out of the offering or sale of the Offered Shares, in any jurisdiction
where it is not now so subject.

(j) If this Agreement shall terminate or shall be
terminated after execution pursuant to any provisions hereof
(otherwise than pursuant to the second paragraph of Section 12 hereof
or by notice given by you terminating this Agreement pursuant to
Section 12 or Section 13 hereof) or if this Agreement shall be
terminated by the Managers because of any failure or refusal on the
part of the Company or the Selling Securityholders to comply with the
terms or fulfill any of the conditions of this Agreement, the Company
agrees to reimburse the Lead Managers for all reasonable out-of-pocket
expenses (including reasonable fees and expenses of counsel for the
Managers) incurred by you in connection herewith.

(k) The Company will apply the net proceeds from the sale
of the Offered Shares to be sold by it hereunder substantially in
accordance with the description set forth in the Prospectuses.

(l) If Rule 430A of the Act is employed, the Company will
timely file the Prospectuses pursuant to Rule 424(b) under the Act and
will advise you of the time and manner of such filing.
<PAGE> 14

-13-

(m) Except as provided in this Agreement and the U.S.
Underwriting Agreement, the Company will not sell, offer to sell,
solicit an offer to buy, contract to sell, grant any option to
purchase or otherwise transfer or dispose of any common stock of the
Company (the "Common Stock") or any securities convertible into or
exercisable or exchangeable for Common Stock, for a period of 180 days
after the date of the Prospectuses, without the prior written consent
of Smith Barney Inc; provided, however, that the Company may
(i) repurchase from Selling Securityholders Common Stock or securities
convertible into or exercisable or exchangeable for Common Stock, (ii)
issue Common Stock upon the exercise of currently outstanding warrants
or upon the exercise of options granted under the Company's existing
stock option grants or plans or the proposed stock option plan to be
adopted by the Company as described in the Prospectuses, (iii) issue
Class A Common Stock upon conversion or exchange of existing shares of
another class of Common Stock, (iv) grant an option, and permit the
exercise thereof, with respect to 75,000 shares of Class A Common
Stock to John Casey or his designee and (v) issue shares of Common
Stock as consideration for the acquisition of additional broadcast
assets provided that in the case of this clause (v), the entity or
individual receiving such shares agrees in writing to be bound by the
terms of a lock-up letter with terms substantially similar to those
referred to in clause (n) below.

(n) Except as stated in this Agreement and in the U.S.
Underwriting Agreement and in the Prepricing Prospectuses and
Prospectuses, the Company has not taken, nor will it take, directly or
indirectly, any action designed to cause or result in stabilization or
manipulation of the price of any of the Company's capital stock (the
"Capital Stock") to facilitate the sale or resale of the Offered
Shares.

(o) The Company will use its best efforts to have the
Offered Shares listed, subject to issuance, on the American Stock
Exchange on or before the Closing Date.

6. Agreements of the Selling Securityholders. Each of
the Selling Securityholders, severally and not jointly, agrees with the several
Managers as follows:

-14-

possible time, to the extent that such effectiveness is contingent
upon an action to be taken by such Selling Securityholder.

(b) On the Closing Date or the Option Closing Date, as
the case may be, all stock transfer or other taxes (other than income
taxes) which are required to be paid in connection with the sale and
transfer hereunder to the several Managers by such Selling
Securityholder of the Shares or Warrants to be sold by such Selling
Securityholder to the several Managers hereunder on such date will
have been paid or provided for by such Selling Securityholder.

(c) Except as provided in this Agreement and in the U.S.
Underwriting Agreement, such Selling Securityholder will not sell,
offer to sell, solicit an offer to buy, contract to sell, grant any
option to purchase or otherwise transfer or dispose of any Common
Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, for a period of 180 days after the date
of the Prospectuses, without the prior written consent of Smith Barney
Inc; provided, however, that such Selling Securityholder may (i)
transfer shares of Common Stock or securities convertible into or
exercisable or exchangeable for Common Stock to (x) the Company, (y)
any other Selling Securityholder who is bound by the terms of this
paragraph (c) or (z) to any Affiliate of any Selling Securityholder if
such Affiliate agrees in writing to be bound by the terms of this
paragraph (c) or (ii) exercise, exchange or convert stock options,
warrants, convertible securities or other rights entitling such
Selling Securityholder to receive shares of Common Stock or convert or
exchange shares of one class of Common Stock into shares of a
different class of Common Stock, with all the shares of Common Stock
received upon any such exercise, exchange or conversion being subject
to the terms of this paragraph (c).

(d) Except as stated in this Agreement and the U.S.
Underwriting Agreement and in the Prepricing Prospectuses and the
Prospectuses, such Selling Securityholder has not taken, nor will it
take, directly or indirectly, any action designed to cause or result
in stabilization or manipulation of the price of any Capital Stock to
facilitate the sale or resale of the Offered Shares (it being
understood that this paragraph (d) shall not apply to any
stabilization efforts of any affiliate of such Selling Securityholder
who is a U.S. Underwriter or Manager).
<PAGE> 16

-15-

(e) Such Selling Securityholder will advise you promptly,
and if requested by you, will confirm such advice in writing, within
the period of time referred to in the first sentence of paragraph (f)
of Section 5 hereof (but not in excess of nine months from the date of
this Agreement), of (i) any change in information relating to such
Selling Securityholder previously furnished to you or the Company in
writing by such Selling Securityholder specifically for use in the
Registration Statement and (ii) if, but only if, such Selling
Securityholder is an officer of the Company, any change in the
Company's or any of its subsidiaries' condition (financial or other),
business, prospects, properties, net worth or results of operations or
of any change in information relating to the Company or any such
subsidiary or any new information relating to the Company or any of
its subsidiaries or relating to any matter stated in the Prospectuses
or any amendment or supplement thereto which comes to the attention of
such Selling Securityholder who is an officer that suggests that any
statement made in the Registration Statement or the Prospectuses (as
then amended or supplemented, if amended or supplemented) is or may be
untrue in any material respect or that the Registration Statement or
Prospectuses (as then amended or supplemented, if amended or
supplemented) omit or may omit to state a material fact or a fact
necessary to be stated therein in order to make the statements therein
not misleading in any material respect, or of the necessity to amend
or supplement the Prospectuses (as then amended or supplemented, if
amended or supplemented) in order to comply with the Act or any other
law.

7. Representations and Warranties of the Company. The
Company represents and warrants to each Manager that:

-16-

(b) The Registration Statement in the form in which it
became or becomes effective and also in such form as it may be when
any post-effective amendment thereto shall become effective and the
Prospectuses and any supplement or amendment thereto when filed with
the Commission under Rule 424(b) under the Act complied or will comply
in all material respects with the provisions of the Act and did not
and will not at any such times contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
except that this representation and warranty does not apply to
statements in or omissions from the Registration Statement or the
Prospectuses made in reliance upon and in conformity with information
relating to any Manager or U.S. Underwriter furnished to the Company
in writing by or on behalf of any Manager or U.S. Underwriter through
you expressly for use therein.

(c) All the outstanding shares of Capital Stock of the
Company have been duly authorized and validly issued, are fully paid
and nonassessable and are free of any preemptive or similar rights;
the Shares to be issued and sold by the Company have been duly
authorized and, when issued and delivered to the Managers and the U.S.
Underwriters against payment therefor in accordance with the terms
hereof and in the U.S. Underwriting Agreement, will be validly
issued, fully paid and nonassessable and free of any preemptive or
similar rights; and the Capital Stock of the Company conforms in all
material respects to the descriptions thereof in the Registration
Statement and the Prospectuses.

(d) The warrant agreements governing the Warrants (the
"Warrant Agreements") have been duly and validly authorized by the
Company, and the Warrant Agreements have been duly executed and
delivered by the Company and constitute the valid and legally binding
agreements of the Company, enforceable against the Company in
accordance with their terms, except that the enforcement thereof may
be subject to (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and (ii) general
principles of equity and the discretion of the court before which any
proceeding therefor may be brought.

(e) The Warrants have been duly and validly authorized by the
Company and have been duly executed and delivered by the Company and
constitute valid and legally binding
<PAGE> 18

-17-

obligations of the Company enforceable against the Company in
accordance with their terms except that the enforcement thereof may be
subject to (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and (ii) general
principles of equity and the discretion of the court before which any
proceeding therefor may be brought. The exercise price for the
Warrants is $.001 per Warrant.

-18-

is a corporation have been duly authorized and validly issued and are
fully paid and nonassessable; all of the outstanding shares of capital
stock or outstanding partnership interests of the Subsidiaries are
owned by the Company directly, or indirectly through one of the other
Subsidiaries, and, other than as set forth in the Prospectuses, are
owned free and clear of any lien, adverse claim, security interest,
equity or other encumbrance.

(j) Neither the Company nor any of the Subsidiaries is in
violation of its certificate or articles of incorporation or by-laws,
or other organizational documents, or of any law, ordinance,
administrative or governmental rule or regulation applicable to the
Company or any of the Subsidiaries or of any decree of any court or
governmental agency or body having jurisdiction over the Company or
any of the Subsidiaries, or in default in any material respect in the
performance of any obligation, agreement or condition contained in any
bond, debenture, note or any other evidence of indebtedness or in any
material agreement, indenture, lease or other instrument to which the
Company or any of the Subsidiaries is a party or by which any of them
or any of their respective properties may be bound, except as would
not (individually or in the aggregate) have a Material Adverse Effect.

-19-

(i) requires any consent, approval, authorization or other order of or
registration or filing with, any court, regulatory body,
administrative agency or other governmental body, agency or official
(except (A) such as may be required for the registration of the
Offered Shares under the Act and compliance with the securities or
Blue Sky and other laws of various jurisdictions and countries, all of
which have been or will be effected in accordance with this Agreement
and (B) as would not (individually or in the aggregate) have a
Material Adverse Effect) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the
certificate or articles of incorporation or by-laws, or other
organizational documents, of the Company or any of the Subsidiaries or
(ii) conflicts or will conflict with or constitutes or will constitute
a breach of, or a default under, any agreement, indenture, lease or
other instrument to which the Company or any of the Subsidiaries is a
party or by which any of them or any of their respective properties
may be bound, or violates or will violate any statute, law, regulation
or filing or judgment, injunction, order or decree applicable to the
Company or any of the Subsidiaries or any of their respective
properties, or will result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or
any of the Subsidiaries pursuant to the terms of any agreement or
instrument to which any of them is a party or by which any of them may
be bound or to which any of the property or assets of any of them is
subject, except as would not (individually or in the aggregate) have a
Material Adverse Effect.

-20-

prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as
disclosed therein; and the other financial and statistical
information and data included in the Registration Statement and the
Prospectuses (and any amendment or supplement thereto) are accurately
presented and prepared on a basis consistent with such financial
statements and the books and records of the Company and the
Subsidiaries.

(o) The execution and delivery of, and the performance by
the Company of its obligations under, this Agreement have been duly
and validly authorized by the Company, and this Agreement has been
duly executed and delivered by the Company and constitutes the valid
and legally binding agreement of the Company, enforceable against the
Company in accordance with its terms except (i) that the enforcement
hereof may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and to
general principles of equity and the discretion of the court before
which any proceeding therefor may be brought and (ii) as any rights to
indemnity or contribution hereunder may be limited by applicable
securities laws and public policy considerations.

-21-

Proposed Acquisitions (as defined in the Prospectuses), the exercise
of the Station Options (as defined in the Prospectuses) and the
termination of the put option on the Company's Class A and Class B
Common Stock warrants (collectively, the "Transaction Documents"),
other than this Agreement, have been duly and validly authorized by
the Company and the Subsidiaries (to the extent a party thereto), and
such Transaction Documents have been duly executed and delivered by
the Company and the Subsidiaries (to the extent a party thereto) and
constitute the valid and legally binding agreement of the Company and
the Subsidiaries (to the extent a party thereto), enforceable against
them in accordance with their terms, except that the enforcement
thereof may be subject to (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and (ii)
to general principles of equity and the discretion of the court before
which any proceeding therefor may be brought.

(q) Except as disclosed in the Registration Statement and
the Prospectuses (or any amendment or supplement thereto), subsequent
to the respective dates as of which such information is given in the
Registration Statement and the Prospectuses (or any amendment or
supplement thereto), neither the Company nor any of the Subsidiaries
has incurred any liability or obligation, contingent or otherwise, or
entered into any transaction, not in the ordinary course of business,
that is material to the Company and the Subsidiaries taken as a whole,
and there has not been any change in the capital stock (other than as
contemplated by the Underwriting Agreements or the exercise of stock
options pursuant to grants or plans described in the Prospectuses), or
material increase in the short-term debt or long-term debt, of the
Company or any of the Subsidiaries, or any material adverse change, or
any development involving or which may reasonably be expected to
involve, a prospective material adverse change, in the condition
(financial or other), business, prospects, properties, net worth or
results of operations of the Company and the Subsidiaries taken as a
whole.

-22-

as are described in the Registration Statement and the Prospectuses or
would not (individually or in the aggregate) have a Material Adverse
Effect and all property described in the Registration Statement
(including exhibits thereto) and the Prospectuses as being held under
lease by each of the Company and the Subsidiaries which is material to
the business of the Company and the Subsidiaries, taken as a whole, is
held by it under binding leases that are in force and effect.

(t) The Company and each of the Subsidiaries have such
permits, licenses, franchises and authorizations of governmental or
regulatory authorities, including, without limitation, permits,
licenses, franchises and authorizations from the United States Federal
Communications Commission (the "FCC") ("Permits"), as are necessary to
own its respective properties and to conduct its business in the
manner described in the Prospectuses, subject to such qualifications
as may be set forth in the Prospectuses and, except as, individually
or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect; the Company and each of the Subsidiaries has
fulfilled and performed all of their respective obligations with
respect to such Permits and no event has occurred which allows, or
after notice or lapse of time would allow, revocation or termination
thereof or results in any other material impairment of the rights of
the holder of any such Permit, subject in each case to such
qualifications as may be set forth in the Prospectuses and, except as,
individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect; and, except as described in the
Prospectuses, none of such Permits contains any restriction that is
materially burdensome to the Company or any of the Subsidiaries, taken
as a whole. Other than as disclosed in the Prospectuses, there are no
license renewal or rate or tariff proceedings existing, pending or, to
the best knowledge of the Company, threatened that could reasonably be
expected to have a Material Adverse Effect.
<PAGE> 24

-23-

(w) The Company and each of the Subsidiaries have filed
all tax returns required to be filed, which returns are complete and
correct, and neither the Company nor any Subsidiary is in default in
the payment of any taxes which were payable pursuant to said returns
or any assessments with respect thereto, other than those taxes or
assessments being contested in good faith and those taxes or
assessments for which adequate reserves or accruals have been
established in accordance with generally accepted accounting
principles, except where the failure to file such tax returns or to
pay such taxes or assessments is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect. The
Company knows of no actual or proposed additional tax assessments for
any fiscal period against the Company or any of the Subsidiaries that
would, individually or in the aggregate, be reasonably likely to have
a Material Adverse Effect.

-24-

(z) The Company has complied with all provisions of
Florida Statutes, Section 517.075, relating to issuers doing business
with Cuba.

(ac) Except as stated in this Agreement and in the U.S.
Underwriting Agreement and in the Prepricing Prospectuses and the
Prospectuses, neither the Company nor any of the Subsidiaries, or any
of such entities' directors, officers or controlling persons, has
taken, or will take, directly or indirectly, any action designed to
cause or result in stabilization or manipulation of the price of any
Capital Stock of the Company to facilitate the sale or resale of the
Offered Shares.

8. Representations and Warranties of the Selling
Securityholders. Each Selling Securityholder, severally and not jointly,
represents and warrants to each Manager that:
<PAGE> 26

-25-

(b) Such Selling Securityholder now has, and on the
Closing Date and the Option Closing Date will have, full legal right,
power and authorization to sell, assign, transfer and deliver such
Shares or Warrants in the manner and on the terms provided in and
contemplated by this Agreement. Assuming that the Managers have
purchased such Shares or Warrants for value and without notice of any
adverse claim, upon delivery of and payment for such Shares or
Warrants hereunder, the several Managers will acquire valid and
marketable title to such Shares or Warrants, as the case may be, free
and clear of any lien, claim, security interest or other encumbrance,
it being understood that no representation or warranty is being made
herein with respect to the securities or Blue Sky laws of any
jurisdiction or the Communications Act.

(c) Each of this Agreement and the Custody Agreement has
been duly authorized, executed and delivered by or on behalf or such
Selling Securityholder and assuming that each has been duly
authorized, executed and delivered by or on behalf of and constitutes
a valid and binding agreement of each other party thereto, constitutes
a valid and binding agreement of such Selling Securityholder
enforceable against such Selling Securityholder in accordance with its
terms, except (i) that the enforcement thereof may be subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and to general principles of equity
and the discretion of the court before which any proceeding therefor
may be brought and (ii) as any rights to indemnity or contribution
thereunder may be limited by applicable laws and public policy
considerations.

(d) Assuming that the agreement among the Company and
certain of the Selling Securityholders setting forth certain
<PAGE> 27

-26-

amendments to the Stockholders Agreement (as defined in the
Prospectuses) and certain other instruments and agreements are in full
force and effect, that the waivers and consents given by the other
parties thereto are valid and binding and that the Company's
representations and warranties contained herein are true and complete
in all material respects, neither the execution and delivery of this
Agreement or the Custody Agreement by or on behalf of such Selling
Securityholder nor the performance by such Selling Securityholder of
its obligations hereunder or thereunder requires any consent,
approval, authorization or order of, or filing or registration with,
any court, regulatory body, administrative agency or other
governmental body, agency or official (except such as may have been
obtained or as may be required under the Act or the Communications Act
or such as may be required under state securities or Blue Sky laws) or
conflicts with or constitutes a breach of, or default under, any
agreement, indenture or other instrument to which such Selling
Securityholder is a party or by which such Selling Securityholder is
bound, or any statute, law, rule, regulation, ruling, judgment,
injunction, order or decree applicable to such Selling Securityholder
except, in each case, as would not (individually or in the aggregate)
have a material adverse effect on such Selling Securityholder or its
ability to perform its obligations hereunder.

(e) The Registration Statement and the Prospectuses do
not contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make
the statements therein not misleading (in the case of the
Prospectuses, in the light of the circumstances under which such
statements were made), provided that the representations and
warranties set forth in this paragraph (e) shall apply only to
statements in or omissions from the Registration Statement or any
Prospectus made in reliance upon and in conformity with the most
recent information relating to such Selling Securityholder provided by
or on behalf of such Selling Securityholder in writing expressly for
use therein.

-27-

(g) The representations and warranties of such Selling
Securityholder in the Custody Agreement are true and correct.

9. Indemnification and Contribution. (a) The Company
and Second Crystal Diamond, L.P. (the "Indemnifying Selling Securityholder"),
jointly and severally, agree to indemnify and hold harmless each of you and
each other Manager and each person, if any, who controls any Manager within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act from and
against any and all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in
any Prepricing Prospectus or in the Registration Statement or the Prospectuses
or in any amendment or supplement thereto, or arising out of or based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of or are based upon any untrue statement or omission or alleged untrue
statement or omission which has been made therein or omitted therefrom in
reliance upon and in conformity with the information relating to such Manager
furnished in writing to the Company by or on behalf of any Manager through you
expressly for use in connection therewith; provided, however, that the
indemnification contained in this paragraph (a) with respect to any Prepricing
Prospectus and any other preliminary prospectus, the Prospectuses or any other
amendment or supplement thereto shall not inure to the benefit of any Manager
(or to the benefit of any person controlling such Manager) on account of any
such loss, claim, damage, liability or expense arising from the sale of the
Offered Shares by such Manager to any person if a copy of the International
Prospectus, as amended or supplemented, shall not have been delivered or sent
to such person within the time required by the Act and the regulations
thereunder, and the untrue statement or alleged untrue statement or omission or
alleged omission of a material fact contained in such International Prepricing
Prospectus was corrected in the International Prospectus; provided that the
Company has delivered the International Prospectus, as amended or supplemented,
to the several Managers in requisite quantity on a timely basis to permit such
delivery or sending. The foregoing indemnity agreement shall be in addition to
any liability which the Company or any Indemnifying Selling Securityholder may
otherwise have. Notwithstanding the foregoing, to the extent any such loss,
claim, damage, liability or expense arises out of matters other than those
which are referred to in paragraph 9(c) hereof and which relate to the
Indemnifying Selling
<PAGE> 29

-28-

Securityholder, each Manager agrees that it shall seek indemnification or
contribution for any claim hereunder first against the Company and if, and only
if, the Company is unable to fulfill its indemnification or contribution
obligations hereunder, the Managers shall then be entitled to seek any
remaining indemnification or contribution of any claim hereunder from the
Indemnifying Selling Securityholder. The obligations and liability of the
Indemnifying Selling Securityholder, whether with respect to indemnification
pursuant to this Section 9(a) or 9(c), contribution pursuant to Section 9(e) or
otherwise, shall not in any event exceed the aggregate amount of the net
proceeds received by the Indemnifying Selling Securityholder from the sale of
Shares sold by the Indemnifying Selling Securityholder to the Managers pursuant
to this Agreement.

(b) If any action, suit or proceeding shall be brought
against any Manager or any person controlling any Manager in respect of which
indemnity may be sought against the Company or the Indemnifying Selling
Securityholder, such Manager or such controlling person shall promptly notify
the parties against whom indemnification is being sought (the "indemnifying
parties"), and such indemnifying parties shall assume the defense thereof,
including the employment of counsel and payment of all fees and expenses. Such
Manager or any such controlling person shall have the right to employ separate
counsel in any such action, suit or proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Manager or such controlling person unless (i) the indemnifying
parties have agreed in writing to pay such fees and expenses, (ii) the
indemnifying parties have failed to assume the defense and employ counsel or
(iii) the named parties to any such action, suit or proceeding (including any
impleaded parties) include both such Manager or such controlling person and the
indemnifying parties and such Manager or such controlling person shall have
been advised by its counsel that representation of such indemnified party and
any indemnifying party by the same counsel would be inappropriate under
applicable standards of professional conduct (whether or not such
representation by the same counsel has been proposed) due to actual or
potential differing interests between them (in which case the indemnifying
party shall not have the right to assume the defense of such action, suit or
proceeding on behalf of such Manager or such controlling person). It is
understood, however, that the indemnifying parties shall, in connection with
any one such action, suit or proceeding or separate but substantially similar
or related actions, suits or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of only one separate
<PAGE> 30

-29-

firm of attorneys (in addition to any local counsel) at any time for all such
Managers and controlling persons not having actual or potential differing
interests with you or among themselves, which firm shall be designated in
writing by Smith Barney Inc. and shall be reasonably acceptable to the
indemnified parties, and that all such fees and expenses shall be reimbursed as
they are incurred. The indemnifying parties shall not be liable for any
settlement of any such action, suit or proceeding effected without their
written consent, but if settled with such written consent, or if there be a
final judgment for the plaintiff in any such action, suit or proceeding, the
indemnifying parties agree to indemnify and hold harmless any Manager, to the
extent provided in the preceding paragraph, and any such controlling person
from and against any loss, claim, damage, liability or expense by reason of
such settlement or judgment.

(c) Each Selling Securityholder agrees, severally and not
jointly, to indemnify and hold harmless each of you and each other Manager and
each person, if any, who controls any Manager within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, the Company, its directors,
its officers who sign the Registration Statement, and any person who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act from and against any and all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation) arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectuses or in any amendment
or supplement thereto, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only with respect
to the information relating to such Selling Securityholder furnished in writing
by or on behalf of such Selling Securityholder other than the Indemnifying
Selling Securityholder expressly for use in the Registration Statement or any
Prospectus, or any amendment or supplement thereto; provided, however, that (i)
such Selling Securityholder shall not be liable in any such case, whether for
indemnification pursuant to this Section 9(c), contribution pursuant to Section
9(e), or otherwise, if any such untrue statement or alleged untrue statement or
omission or alleged omission was contained in or omitted from the Registration
Statement or any Prospectus used after such time as the Company shall have been
advised by or on behalf of such Selling Securityholder of such untrue statement
or alleged untrue statement or omission or alleged omission, and (ii) the
obligations and liability of such Selling Securityholder, whether with respect
to indemnification pursuant to this Section 9(c),
<PAGE> 31

-30-

contribution pursuant to Section 9(e) or otherwise, shall not in any event
exceed in the aggregate the amount of net proceeds received by such Selling
Securityholder from the sale of the Shares or Warrants sold by such Selling
Securityholder to the Managers pursuant to this Agreement. If any action, suit
or proceeding shall be brought against any Manager, any such controlling person
of any Manager, the Company, any of its directors, any such officer, or any
such controlling person of the Company, based on the Registration Statement or
any Prospectus or any amendment or supplement thereto, and in respect of which
indemnity may be sought against any Selling Securityholder pursuant to this
paragraph (c), such Selling Securityholder shall have the rights and duties
given to the Company by paragraph (b) above (except that if the Company shall
have assumed the defense thereof such Selling Securityholder shall not be
required to do so, but may employ separate counsel therein and participate in
the defense thereof, but the fees and expenses of such counsel shall be at such
Selling Securityholder's expense), and each Manager, each such controlling
person of any Manager, the Company, its directors, any such officer, and any
such controlling person of the Company shall have the rights and duties given
to the Managers by paragraph (b) above. The foregoing indemnity agreement
shall be in addition to any liability which any Selling Securityholder may
otherwise have.

(d) Each Manager agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement, each Selling Securityholder, and any person who
controls the Company or any Selling Securityholder within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, to the same extent
as the foregoing indemnity from the Company and the Selling Securityholders to
each Manager, but only with respect to information relating to such Manager
furnished in writing by or on behalf of such Manager through you expressly for
use in the Registration Statement, the Prospectus or any Prepricing Prospectus,
or any amendment or supplement thereto. If any action, suit or proceeding
shall be brought against the Company, any of its directors, any such officer,
any Selling Securityholder, or any such controlling person based on the
Registration Statement, the Prospectus or any Prepricing Prospectus, or any
amendment or supplement thereto, and in respect of which indemnity may be
sought against any Manager pursuant to this paragraph (d), such Manager shall
have the rights and duties given to the Company by paragraph (b) above (except
that if the Company shall have assumed the defense thereof such Manager shall
not be required to do so, but may employ separate counsel therein and
participate in
<PAGE> 32

-31-

the defense thereof, but the fees and expenses of such counsel shall be at
such Manager's expense), and the Company, its directors, any such officer, the
Selling Securityholders, and any such controlling person shall have the rights
and duties given to the Managers by paragraph (b) above. The foregoing
indemnity agreement shall be in addition to any liability which any Manager may
otherwise have.

(e) If the indemnification provided for in this Section 9
is unavailable to an indemnified party under paragraphs (a), (c) or (d) hereof
or is insufficient to hold an indemnified party harmless in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then an
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company, the
Selling Securityholders (severally) and the Managers from the sale of the
Shares and the Warrants and the offering of the Offered Shares, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company, the
Selling Securityholders (severally) and the Managers in connection with the
statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company, the Selling
Securityholders (severally) and the Managers shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company or such Selling Securityholders (severally)
bear to the total underwriting discounts and commissions received by the
Managers, in each case determined as set forth in the table on the cover page
of the International Prospectus; provided that, in the event that the Managers
shall have purchased any Additional Shares and/or Additional Warrants
hereunder, any determination of the relative benefits received by the Company,
the Selling Securityholders (severally) or the Managers from the offering of
the Offered Shares shall include the net proceeds (before deducting expenses)
received by the Company and the Selling Securityholders (severally), and the
underwriting discounts and commissions received by the Managers, from the sale
of such Additional Shares and Additional Warrants, in each case computed on the
basis of the respective amounts set forth in the notes to the table on the
cover page of the International Prospectus. The relative fault of the Company,
the Selling Securityholders and the Managers shall be determined by reference
<PAGE> 33

-32-

to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, the Selling Securityholders or
the Managers and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. In
determining the benefit to, or the fault of, any particular Selling
Securityholder, the benefits to and fault of each other Selling Securityholder
and the Company shall not be taken into account.

(f) The Company, the Selling Securityholders and the
Managers agree that it would not be just and equitable if contribution pursuant
to this Section 9 were determined by a pro rata allocation (even if the
Managers were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred
to in paragraph (e) above. The amount paid or payable by an indemnified party
as a result of the losses, claims, damages, liabilities and expenses referred
to in paragraph (e) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating any claim or defending
any such action, suit or proceeding. Notwithstanding the provisions of this
Section 9, no Manager shall be required to contribute any amount in excess of
the amount by which the total price of the Offered Shares underwritten by it
and distributed to the public exceeds the amount of any damages which such
Manager has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Managers' obligations to contribute pursuant
to this Section 9 are several in proportion to the respective numbers of Firm
Shares set forth opposite their names in Schedule II hereto (or such numbers of
Firm Shares increased as set forth in Section 12 hereof) and not joint. The
obligations of the Selling Securityholders to contribute pursuant to this
Section 9 are several and not joint and no Selling Securityholder shall in any
event be required to contribute any amount which is in excess of the amount by
which the total net proceeds received by such Selling Securityholder from the
sale of the Shares or Warrants sold by such Selling Securityholder to the
Managers pursuant to this Agreement exceeds the amounts that such Selling
Securityholder has otherwise been required to pay by reason of the statements
or omissions which result in such obligation to contribute.
<PAGE> 34

-33-

(h) Any losses, claims, damages, liabilities or expenses
for which an indemnified party is entitled to indemnification or contribution
under this Section 9 shall be paid by the indemnifying party to the indemnified
party as such losses, claims, damages, liabilities or expenses are incurred.
The indemnity and contribution agreements contained in this Section 9 and the
representations and warranties of the Company and the Selling Securityholders
set forth in this Agreement shall remain operative and in full force and
effect, regardless of (i) any investigation made by or on behalf of any Manager
or any person controlling any Manager, the Company, its directors or officers
or the Selling Securityholders or any person controlling the Company or any
Selling Securityholder, (ii) acceptance of any Shares or Warrants and payment
therefor hereunder and (iii) any termination of this Agreement. A successor to
any Manager or any person controlling any Manager, to the Company, its
directors or officers, or any person controlling the Company, or to any Selling
Securityholder, its directors, officers or partners, or any person controlling
a Selling Securityholder shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Section 9.

10. Conditions of Managers' Obligations. The several
obligations of the Managers to purchase the Firm Shares and the Firm Warrants
hereunder are subject to the following conditions:

-34-

the effectiveness of the Registration Statement shall have been issued
and be in effect and no proceeding for that purpose shall have been
instituted or, to the knowledge of the Company, any Selling
Securityholder or any Manager, threatened by the Commission, and any
request of the Commission for additional information (to be included
in the Registration Statement or the Prospectuses or otherwise) shall
have been complied with to your reasonable satisfaction.

(b) Subsequent to the effective date of this Agreement,
there shall not have occurred (i) any change, or any development
involving a prospective change, in or affecting the condition
(financial or other), business, prospects, properties, net worth, or
results of operations of the Company or the Subsidiaries not
contemplated by the Prospectuses, which in your opinion, as Lead
Managers for the several Managers, would materially, adversely affect
the market for the Offered Shares or (ii) any event or development
relating to or involving the Company or any officer or director of the
Company or any Selling Securityholder which makes any statement made
in the Prospectuses untrue or which, in the opinion of the Company and
its counsel or the Managers and their counsel, requires the making of
any addition to or change in the Prospectuses in order to state a
material fact required by the Act or any other law to be stated
therein or necessary in order to make the statements therein not
misleading if amending or supplementing the Prospectuses to reflect
such event or development would, in your opinion, as Lead Managers for
the several Managers, materially adversely affect the market for the
Offered Shares.

(c) You shall have received on the Closing Date, an
opinion of Holland & Knight, counsel for the Company and Second
Crystal Diamond, L.P., James B. Bocock, Dean M. Goodman, Jon Jay
Hoker, Arthur D. Tek, Anthony L. Morrison and S. William Scott
(collectively, the "Management Stockholders"), dated the Closing Date
and addressed to you, as Lead Managers for the several Managers, to
the effect that:

-35-

amendment or supplement thereto), and is duly registered and
qualified to conduct its business and is in good standing in
each jurisdiction or place where the nature of its properties
or the conduct of its business requires such registration or
qualification, except where the failure so to register or
qualify does not have a Material Adverse Effect;

(ii) Each Subsidiary which is a Florida
corporation or partnership is either (i) a corporation duly
incorporated or organized, validly existing and in good
standing in Florida or (ii) a partnership duly organized and
validly existing under the applicable laws of the State of
Florida and the status of each such Subsidiary is active; to
the knowledge of such counsel, each Subsidiary has the
requisite corporate or partnership power to own and operate
its property and assets and to transact the business in which
it is engaged except where the failure to own or operate such
property or assets or transact such business would not have a
Material Adverse Effect; each Subsidiary which is a Delaware
corporation is duly incorporated, validly existing and in good
standing under the laws of the State of Delaware; and each
Subsidiary is duly registered and qualified to conduct its
business and is in good standing in each jurisdiction or place
where the nature of its properties or the conduct of its
business requires such registration or qualification, except
where the failure so to register or qualify does not have a
Material Adverse Effect;

(iv) All the shares of Capital Stock of the
Company outstanding prior to the issuance of the Shares to be
issued and sold by the Company hereunder and the
<PAGE> 37

-36-

Warrant Shares have been duly authorized and validly issued
and are fully paid and nonassessable and were not issued in
violation of any preemptive or similar rights; the Warrant
Shares have been validly reserved for issuance[; when issued
upon exercise of the Warrants, the Warrant Shares will be duly
authorized and validly issued and will be fully paid and
non-assessable and will not be issued in violation of any
preemptive or similar rights];

(v) The Offered Shares to be issued and sold to
the Managers by the Company hereunder (including the Warrant
Shares) have been duly authorized and, when issued and
delivered to the Managers against payment therefor in
accordance with the terms hereof, will be validly issued,
fully paid and nonassessable and free of any preemptive or
similar rights that entitle or will entitle any person to
acquire any securities of the Company upon the issuance
thereof by the Company;

(vi) The form of certificates for the Offered
Shares conforms to the requirements of the Delaware General
Corporation Law;

(vii) The Registration Statement and all
post-effective amendments, if any, have become effective under
the Act and, to the knowledge of such counsel after reasonable
inquiry, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose are pending before or contemplated by the
Commission; and any required filing of the Prospectuses
pursuant to Rule 424(b) has been made in accordance with Rule
424(b);

-37-

Subsidiaries or to the knowledge of such counsel after
reasonable inquiry any agreement or document relating to the
Capital Stock of the Company, nor will any such action result
in any violation of any law, regulation, rule (assuming
compliance with all applicable state securities and Blue Sky
laws) or to the knowledge of such counsel after reasonable
inquiry judgment, ruling or court decree applicable to the
Company, the Subsidiaries or any of their respective
properties;

(xiii) Other than with respect to federal, state
or local broadcasting, licensing or communications law or
<PAGE> 39

-38-

regulatory matters, the statements in the Registration
Statement and Prospectuses, insofar as they are descriptions
of contracts, agreements or other legal documents, or refer to
statements of law or legal conclusions, are accurate and
present fairly the information required to be shown;

(xvi) To the knowledge of such counsel after
reasonable inquiry the execution and delivery of this
Agreement and the Custody Agreement by the Management
Stockholders and the consummation of the transactions
contemplated hereby and thereby will not conflict with,
violate, result in a breach of or constitute a default under
the terms or provisions of any agreement, indenture, mortgage
or other instrument known to such counsel to which any
Management Stockholder is a party or by which any of them or
any of their assets or property is bound, or any court order
or decree or any law, rule, or regulation applicable to any
Management Stockholder or to any of the property or assets of
any Management Stockholder;

(xvii) Upon delivery of the Offered Shares and the
Warrants pursuant to this Agreement and payment therefor as
contemplated herein, and assuming that each purchasing Manager
shall have purchased the Offered Shares and the Warrants in
good faith without notice of any adverse claim, such Manager
will acquire good and marketable title to the Offered Shares
and Warrants free and clear of any lien, claim, security
interest, or other encumbrance, restriction on transfer or
other defect in title; and
<PAGE> 40

-39-

(xviii) The Company is not an "investment company"
or a company "controlled by an investment company" within the
meaning of the Investment Company Act of 1940, as amended.

(d) You shall have received on the Closing Date an
opinion of Anthony L. Morrison, Esq., General Counsel to the Company,
dated the Closing Date and addressed to you, as Lead Managers for the
several Managers, to the effect that:

-40-

conduct their respective businesses as now being conducted, as
described in the Prospectuses;

(iii) This Agreement is a valid, legal and
binding agreement of the Company, enforceable against the
Company in accordance with its terms (it being noted, without
expressing any opinion with regard to the federal securities
laws and regulations, that the Commission has expressed the
view that indemnification against securities law liabilities
is against public policy) and subject to the qualification
that the enforceability of the Company's obligations hereunder
may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights generally and by general
equitable principles;

-41-

Company or the Subsidiaries (to the extent a party thereto)
with the provisions hereof or thereof nor consummation by the
Company or the Subsidiaries (to the extent a party thereto) of
the transactions contemplated hereby or thereby, conflict or
will conflict with or constitute or will constitute a breach
of, or a default under the certificate or articles of
incorporation or by-laws, or other organizational documents,
of the Company or any of the Subsidiaries or any agreement,
indenture, lease or other instrument to which the Company or
any of the Subsidiaries is a party or by which any of them or
any of their respective properties is bound or will result in
the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of the
Subsidiaries which conflict, breach, default or lien could
reasonably be expected to have a Material Adverse Effect;

(vii) To the knowledge of such counsel
after reasonable inquiry, other than as described in the
Prospectuses (or any supplement thereto), there are no legal
or governmental proceedings pending or threatened against the
Company or any of the Subsidiaries, or to which the Company or
any of the Subsidiaries, or any of their property, is subject,
which are required to be described in the Registration
Statement or Prospectuses (or any amendment or supplement
thereto);

(ix) To the knowledge of such counsel
after reasonable inquiry, neither the Company nor any of the
Subsidiaries is in violation of any law, ordinance,
administrative or governmental rule or regulation applicable
to the Company or any of the Subsidiaries or of any decree of
any court or governmental agency or body having jurisdiction
over the Company or any of the Subsidiaries;

(x) Except as described in the
Prospectuses, there are no outstanding options, warrants or
other
<PAGE> 43

-42-

rights calling for the issuance of, and such counsel does not
know of any commitment, plan or arrangement to issue, any
shares of Capital Stock of the Company or any security
convertible into or exchangeable or exercisable for Capital
Stock of the Company; and

(e) You shall have received on the Closing Date an
opinion of Dow, Lohnes & Albertson, special communications counsel for
the Company, dated the Closing Date and addressed to you, as Lead
Managers for the several Managers, to the effect that:

-43-

result in the termination, revocation, suspension, or denial
of renewal of any of the FCC Licenses, except for rule making
and other similar proceedings generally applicable to the
radio or television broadcasting industry or substantial
segments thereof;

(iii) To the knowledge of such counsel based upon
the review of the publicly available files of the FCC and
inquiry to officers of the Company, other than as disclosed in
the Prospectuses, (a) there are no license renewal proceedings
pending for any of the FCC Licenses; and (b) except asset
forth on the FCC authorization certificates for the FCC
Licenses or imposed by the generally applicable rules of the
FCC, none of the FCC Licenses is subject to any condition
imposed by the FCC that reasonably could be expected to have
a material adverse effect on the Company's ability to conduct
its broadcast operations, taken as a whole;

-44-

(vii) The execution, delivery and
performance of (x) this Agreement by the Company and (y) this
Agreement and the Custody Agreement by the Selling
Securityholders (A) do not require any consent or
authorization from the FCC, and (B) do not and will not
violate the Communications Act and the rules and regulations
promulgated thereunder;

(viii) There are no restrictions or
limitations imposed by the FCC on the ability of the Company
to pay cash dividends on its shares of Class A Common Stock
or, except as set forth in the Prospectuses, otherwise make
distributions in cash on its shares of Capital Stock.

(f) You shall have received on the Closing Date an
opinion, to be governed by and interpreted in accordance with the
Legal Opinion Accord of the ABA Section of Business Law (1991) (the
"ABA Accord"), of (i) Baker & Botts L.L.P., special counsel to Sandler
Mezzanine Partners, L.P., a Delaware limited partnership, Sandler
Mezzanine Foreign Partners, L.P., a Delaware limited partnership and
Sandler Mezzanine T-E Partners, L.P., a Delaware limited partnership,
(ii) Mr. Richard D'Alessander, counsel to National Union Fire
Insurance Company of Pittsburgh, PA, a [ ] ("National
Union"), in their capacities as Selling Securityholders, (iii) Mr.
Salvatore Palazzolo, counsel to BT Investment Partners, Inc., and (iv)
Mr. Hal Clarke, counsel to First Union Corporation of Virginia,
[others to be provided] (in each case, the Selling Securityholder(s)
so represented, the "Stockholders"), dated the Closing Date and
addressed to you, as Lead Managers for the several Managers, to the
effect that:

(i) Each of the Stockholders has the necessary
corporate or partnership (as applicable) power and authority
to execute and deliver this Agreement and the Custody
Agreement and to sell to the Managers, in accordance with this
Agreement, the Shares or Warrants to be sold by such
Stockholder to the several Managers pursuant to this
Agreement;

(ii) This Agreement and the Custody Agreement have
been duly executed and delivered by or on behalf of each
Stockholder;

(iii) Assuming this Agreement constitutes the
legal, valid and binding obligation of each of the
<PAGE> 46

-45-

Managers, the Company and each of the other Selling
Securityholders, this Agreement is a valid and binding
obligation of each of the Stockholders, except that no opinion
is expressed with respect to rights to indemnity or
contribution or with respect to the validity of this Agreement
under, or the effect on the validity or binding nature of this
Agreement of, the Communications Act; and

(iv) Upon the purchase by, and delivery to, the
several Managers in accordance with the terms of this
Agreement of the Shares or Warrants to be sold by a
Stockholder to the several Managers pursuant to this Agreement
(including, without limitation, payment for such Shares or
Warrants by the several Managers as provided in this
Agreement) and the registration of such Shares or Warrants in
the respective names of the several purchasing Managers, and
assuming that each purchasing Manager shall have purchased
such Shares or Warrants in good faith and without notice of
any adverse claim (within the meaning of Section 8-302 of the
Uniform Commercial Code), such purchasing Manager will have
acquired good and marketable title to such Shares or Warrants
so purchased by such Manager free of any adverse claims.

-46-

(g) You shall have received on the Closing Date an
opinion of Cahill Gordon & Reindel, counsel for the Managers, dated
the Closing Date and addressed to you, as Lead Managers for the
several Managers, with respect to the matters referred to in clauses
(v), (vii), (viii) and (xi) and the final clause of the foregoing
paragraph (c) and such other related matters as you may request.

(h) You shall have received "cold comfort" letters
addressed to you, as Lead Managers for the several Managers, and dated
the date hereof and the Closing Date from Price Waterhouse LLP,
independent certified public accountants, substantially in the forms
heretofore approved by you.

(i) (i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been taken or, to the knowledge of the
Company, the Selling Securityholders or the Underwriters, shall be
contemplated by the Commission at or prior to the Closing Date; (ii)
there shall not have been any change in the Capital Stock of the
Company nor any material increase in the consolidated short-term or
long-term debt of the Company (other than in the ordinary course of
business) from that set forth or contemplated in the Registration
Statement or the Prospectuses (or any amendment or supplement
thereto); (iii) there shall not have been, since the respective dates
as of which information is given in the Registration Statement and the
Prospectuses (or any amendment or supplement thereto), except as may
otherwise be stated in the Registration Statement and Prospectuses (or
any amendment or supplement thereto), any material adverse change in
the condition (financial or other), business, prospects, properties,
net worth or results of operations of the Company and the Subsidiaries
taken as a whole; (iv) the Company and the Subsidiaries shall not have
any liabilities or obligations, contingent or otherwise (whether or
not in the ordinary course of business), that are material to the
Company and the Subsidiaries, taken as a whole, other than those
reflected in the Registration Statement or the Prospectuses (or any
amendment or supplement thereto); and (v) all the representations and
warranties of the Company contained in this Agreement shall be true
and correct on and as of the date hereof and on and as of the Closing
Date as if made on and as of the Closing Date, and you shall have
received a certificate, dated the Closing Date and signed by the chief
executive officer and the chief financial officer of the Company (or
such other officers as are acceptable to
<PAGE> 48

-47-

you), to the effect set forth in this Section 10(i) and in Section
10(j) hereof.

(m) Prior to the Closing Date the Offered Shares shall
have been listed, subject to issuance, on the American Stock Exchange.

(n) The Sellers shall have furnished or caused to be
furnished to you such further certificates and documents as you shall
have requested.

(o) The closing under the U.S. Underwriting Agreement
shall have occurred concurrently with the closing hereunder on the
Closing Date.

(p) The "lock-up" letters referred to in Section 5(n)
hereof shall be in full force and effect on the Closing Date.

All such opinions, certificates, letters and other documents
will be in compliance with the provisions hereof only if they are satisfactory
in form and substance to you and your counsel.

Any certificate or document signed by any officer of the
Company or any Attorney-in-Fact or any Selling Securityholder and delivered to
you, as Lead Managers for the Managers, or to
<PAGE> 49

-48-

counsel for the Managers, shall be deemed a representation and warranty by the
Company, the Selling Securityholders or the particular Selling Securityholder,
as the case may be, to each Manager as to the statements made therein.

The several obligations of the Managers to purchase Additional
Securities hereunder are subject to the satisfaction on and as of any Option
Closing Date of the conditions set forth in this Section 10, except that, if
any Option Closing Date is other than the Closing Date, the certificates,
opinions and letters referred to in paragraphs (c) through (l) shall be dated
the Option Closing Date in question and the opinions called for by paragraphs
(c), (d), (e), (f) and (g) shall be revised to reflect the sale of Additional
Securities.

11. Expenses. Notwithstanding any termination of this
Agreement (pursuant to Section 12, Section 13 or otherwise), the Company agrees
to pay the following costs and expenses and all other costs and expenses
incident to the performance by the Sellers of their obligations hereunder: (i)
the preparation, printing or reproduction, and filing with the Commission of
the registration statement (including financial statements and exhibits
thereto), each of the Prepricing Prospectuses, the Prospectuses, and each
amendment or supplement to any of them; (ii) the printing (or reproduction) and
delivery (including postage, air freight charges and charges for counting and
packaging) of such copies of the registration statement, each Prepricing
Prospectus, the Prospectuses, and all amendments or supplements to any of them
as may be reasonably requested for use in connection with the offering and sale
of the Offered Shares; (iii) the preparation, printing, authentication,
issuance and delivery of certificates for the Offered Shares, including any
stamp taxes in connection with the original issuance and sale of the Offered
Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the
preliminary and supplemental Blue Sky Memoranda and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering
of the Offered Shares; (v) the listing of the Offered Shares on the American
Stock Exchange; (vi) the registration or qualification of the Offered Shares
for offer and sale under the securities or Blue Sky laws of the several states
as provided in Section 5(g) hereof (including the reasonable fees, expenses and
disbursements of counsel for the Managers relating to the preparation, printing
or reproduction, and delivery of the preliminary and supplemental Blue Sky
Memoranda and such registration and qualification); (vii) the filing fees and
the reasonable fees and expenses of counsel for the Managers in connection with
any filings required to be made with the National Association of Securities
Dealers,
<PAGE> 50

-49-

Inc.; (viii) the transportation and other expenses incurred by or on behalf of
Company representatives in connection with presentations to prospective
purchasers of the Offered Shares; and (ix) the fees and expenses of the
Company's accountants and the fees and expenses of counsel (including local and
special counsel) for the Company.

12. Effective Date of Agreement. This Agreement shall
become effective: (i) upon the execution and delivery hereof by the parties
hereto; or (ii) if, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
to be declared effective before the offering of the Offered Shares may
commence, when notification of the effectiveness of the registration statement
or such post-effective amendment has been released by the Commission. Until
such time as this Agreement shall have become effective, it may be terminated
by the Company, by notifying you and the Selling Securityholders, or by you, as
Lead Managers for the several Managers, by notifying the Company and the
Selling Securityholders.

If any one or more of the Managers shall fail or refuse to
purchase Shares or Warrants which it or they are obligated to purchase
hereunder on the Closing Date, and the aggregate number of Shares or Warrants
which such defaulting Manager or Managers are obligated but fail or refuse to
purchase is not more than one-tenth of the aggregate number of Shares or
Warrants, respectively, which the Managers are obligated to purchase on the
Closing Date, each non- defaulting Manager shall be obligated, severally, in
the proportion which the number of Firm Shares set forth opposite its name in
Schedule II hereto bears to the aggregate number of Firm Shares set forth
opposite the names of all non- defaulting Managers or in such other proportion
as you may specify in accordance with Section 20 of the Master Agreement Among
Underwriters of Smith Barney Inc., to purchase the Firm Shares and Firm
Warrants which such defaulting Manager or Managers are obligated, but fail or
refuse, to purchase. If any one or more of the Managers shall fail or refuse
to purchase Shares or Warrants which it or they are obligated to purchase on
the Closing Date and the aggregate number of Shares or Warrants with respect to
which such default occurs is more than one-tenth of the aggregate number of
Shares or Warrants, respectively, which the Managers are obligated to purchase
on the Closing Date and arrangements satisfactory to you and the Company for
the purchase of such Shares or Warrants by one or more non-defaulting Managers
or other party or parties approved by you and the Company are not made within
36 hours after such default, this Agreement will terminate without liability on
the part of any
<PAGE> 51

-50-

non-defaulting Manager, the Company or the Selling Securityholders. In any
such case which does not result in termination of this Agreement, either you or
the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectuses or any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Manager from liability in respect of any such default of
any such Manager under this Agreement. The term "Manager" as used in this
Agreement includes, for all purposes of this Agreement, any party not listed in
Schedule II hereto who, with your approval and the approval of the Company,
purchases Shares or Warrants which a defaulting Manager is obligated, but fails
or refuses, to purchase.

Any notice under this Section 12 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.

13. Termination of Agreement. This Agreement shall be
subject to termination in your absolute discretion, without liability on the
part of any Manager to the Company or any Selling Securityholder, by notice to
the Company and the Selling Securityholders, if prior to the Closing Date or
any Option Closing Date (if different from the Closing Date and then only as to
the Additional Securities), as the case may be, (i) trading in securities
generally on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market shall have been suspended or materially limited, (ii) a
general moratorium on commercial banking activities in New York or Florida
shall have been declared by either federal or state authorities, or (iii) there
shall have occurred any outbreak or escalation of hostilities or other
international or domestic calamity, crisis or change in political, financial or
economic conditions, the effect of which on the financial markets of the United
States is such as to make it, in your judgment, impracticable or inadvisable to
commence or continue the offering of the Offered Shares at the offering price
to the public set forth on the cover page of the Prospectuses or to enforce
contracts for the resale of the Offered Shares by the Managers. Notice of such
termination may be given to the Company and the Selling Securityholders by
telegram, telecopy or telephone and shall be subsequently confirmed by letter.

14. Information Furnished by the Managers. The
statements set forth in the last paragraph on the cover page, the stabilization
legend on the inside cover page, and the statements
<PAGE> 52

-51-

in the first, fourth, ninth, tenth, eleventh and fifteenth paragraphs under the
caption "Underwriting" in any International Prepricing Prospectus and in the
International Prospectus constitute the only information furnished by or on
behalf of the Managers through you as such information is referred to in
Sections 7(b) and 9 hereof.

15. Miscellaneous. Except as otherwise provided in
Sections 5, 12 and 13 hereof, notice given pursuant to any provision of this
Agreement shall be in writing and shall be delivered (i) if to the Company or
the Management Stockholders, at the office of the Company at 601 Clearwater
Park Road, West Palm Beach, Florida 33401, Attention: Anthony L. Morrison,
Esq., Vice President and General Counsel; or (ii) if to the Selling
Securityholders, at [ ], Attention: [ ], with copies to be
delivered as follows: (A) Sandler Mezzanine Partners, L.P., General Motors
Building, 767 Fifth Avenue, New York, New York, Attn: Michael J. Marocco, (B)
Joseph E. Young, Baker & Botts, 885 Third Avenue, New York, New York 10022, (C)
[others?]; or (iii) if to you, as Lead Managers for the several Managers, care
of Smith Barney Inc., 388 Greenwich Street, New York, New York 10013,
Attention: Manager, Investment Banking Division.

This Agreement has been and is made solely for the benefit of
the several Managers, the Company, its directors and officers, the other
controlling persons referred to in Section 9 hereof and the Selling
Securityholders, their controlling persons and their respective successors and
assigns, to the extent provided herein, and no other person shall acquire or
have any right under or by virtue of this Agreement. Neither the term
"successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from any Manager of any of the Shares in his status
as such purchaser.

-52-

Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Selling Securityholders and the several
Managers.

Very truly yours,

PAXSON COMMUNICATIONS CORPORATION

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

Each of the Selling
Securityholders named in
Schedule I hereto

By
---------------------------
Name:
Title: Attorney-in-Fact

By
-----------------------------
Name:
Title: Attorney-in-Fact

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Managers named in Schedule II
hereto.

SMITH BARNEY INC.
PAINEWEBBER INTERNATIONAL (U.K.) LTD.
CIBC WOOD GUNDY SECURITIES CORP.
BANKERS TRUST INTERNATIONAL PLC

As Lead Managers for the Several Managers

By SMITH BARNEY INC.

By
--------------------------------
Name:
Title:
<PAGE> 54

SCHEDULE I

PAXSON COMMUNICATIONS CORPORATION

<TABLE>
<CAPTION>
Part A - Firm Shares
<S> <C> <C> <C>
Number of
Selling Securityholders Firm Shares
----------------------- -----------

-------------
Total........
=============

Part B - Firm Warrants
- ----------------------

Number of
Selling Securityholders Firm Warrants
----------------------- -------------

-------------

Total........
=============

Part C - Additional Shares
- --------------------------

Number of Number of
Additional Additional
Selling Securityholders Shares Warrants
----------------------- ---------- ----------

----------- -----------
Total . . . . . . .
=========== ===========
</TABLE>
<PAGE> 55

SCHEDULE II

PAXSON COMMUNICATIONS CORPORATION

<TABLE>
<CAPTION>
Number of Number of
Manager Firm Shares Firm Warrants
- ------- ----------- -------------
<S> <C> <C>
Smith Barney Inc. . . . . . . . . . . . . .
PaineWebber International (U.K.) Ltd. . . .
CIBC Wood Gundy Securities Corp. . . . . . .
Bankers Trust International PLC . . . . . . .

--------- -------------
Total . . . . . . . . . . . . . . .
========= =============
</TABLE>
<PAGE> 56

--------------------------------
(Name of Selling Securityholder)

CUSTODY AGREEMENT AND POWER OF ATTORNEY
for Sale of Class A Common Stock and/or
Warrants to Purchase Class A Common Stock of
PAXSON COMMUNICATIONS CORPORATION

Arthur D. Tek and
Anthony L. Morrison

As Attorneys-in-Fact

601 Clearwater Park Road
West Palm Beach, Florida 33401

First Union National Bank of North Carolina

As Custodian

230 South Tryon Street, Suite 1000
Charlotte, North Carolina 28288

Attn:

Gentlemen:

Paxson Communications Corporation, a Delaware corporation (the
"Company"), the undersigned and certain other securityholders of the Company
(the undersigned and such other securityholders being hereinafter referred to
as the "Selling Securityholders") propose to sell certain shares of Class A
Common Stock, $.001 par value per share, of the Company ("Class A Common
Stock") and certain warrants (the "Stock Warrants") to purchase shares of Class
A Common Stock to (i) underwriters (the "U.S. Underwriters") for whom Smith
Barney Inc., PaineWebber Incorporated, Wood Gundy Inc. and BT Securities
Corporation will act as representatives (the "Representatives") and (ii)
underwriters (the "Managers" and together with the U.S. Underwriters the
"Underwriters") for whom Smith Barney Inc., Wood Gundy Inc., PaineWebber
International (U.K.) Ltd. and Bankers Trust International PLC will act as lead
managers (the "Lead Managers") in each case for distribution of such Class A
Common Stock and Class A Common Stock issuable upon the exercise of the Stock

<PAGE> 57

-2-

Warrants under a Registration Statement on Form S-1 (the "Registration
Statement") to the public at a price and on terms to be hereafter determined.
It is understood that at this time there is no commitment on the part of the
Underwriters to purchase any shares of Class A Common Stock or Stock Warrants
and no assurance that an offering of Class A Common Stock will take place and
there is and will be no commitment on the part of the undersigned to sell any
shares of Class A Common Stock or Stock Warrants other than as set forth on
Schedule I to the U.S. Underwriting Agreement and the International
Underwriting Agreement (each as hereinafter defined), respectively, from and
after the date of execution thereof. The shares of Class A Common Stock or the
Stock Warrants which the undersigned proposes to sell to the Underwriters
pursuant to the Underwriting Agreements (as hereinafter defined) are referred
to herein as the "Shares" or the "Warrants", respectively.

1. Appointment and Powers of Attorneys-in-Fact.

A. The undersigned hereby irrevocably constitutes and
appoints Arthur D. Tek and Anthony L. Morrison (the "Attorneys-in-Fact"), and
each of them, his agent and attorney-in-fact, with full power of substitution,
with the power and authority on behalf of the undersigned solely to do or cause
to be done any of the following things:

(i) negotiate, determine and agree upon (a) the per share
price at which the Shares and the shares issuable upon exercise of the Warrants
(the "Warrant Shares") will be initially offered to the public by the
Underwriters pursuant to the Underwriting Agreements, (b) the underwriting
discount with respect to the Shares and the Warrants and (c) the price at which
the Shares or Warrants will be sold to the Underwriters by the Selling
Securityholders pursuant to the Underwriting Agreements; provided, however,
that the price per Share payable to the undersigned shall not be less than the
higher of (a) $ and (b) the highest price per share to be paid by the
Underwriters to the Company for the shares of Class A Common Stock to be sold
by it or to any other Selling Securityholder for the shares of Common Stock to
be sold by them; provided, further that the price per Warrant payable to the
undersigned shall not be less than the excess of (x) the price per share as
determined in a manner consistent with the previous proviso multiplied by the
number of shares of Class A Common Stock issuable upon the exercise of such
Warrant over (y) the exercise price payable upon the issuance of such shares
pursuant to such Warrant; provided, further, that the undersigned acknowledges
that the net amounts actually received by the undersigned may be more or less,
on a per share basis,

<PAGE> 58

-3-

than amounts received by another Selling Securityholder due to differing
expenses incurred by, or associated with, the sale by the undersigned of the
Shares and Warrants, including taxes and other amounts that may be withheld
pursuant to paragraph 3(B) hereof;

(ii) prepare, execute and deliver a U.S. Underwriting
Agreement (the "U.S. Underwriting Agreement") and an International Underwriting
Agreement (the "International Underwriting Agreement" and, together with the
U.S. Underwriting Agreement, the "Underwriting Agreements"), substantially in
the form of the proofs (the "Proofs") each dated , 1996 attached
hereto as Exhibits A and B, respectively, but with such insertions, changes,
additions or deletions as the Attorneys-in-Fact shall approve which are not,
and which could not be, materially adverse to the undersigned, including the
making of all representations and agreements provided in the Underwriting
Agreements to be made by the undersigned and the conditions to the obligations
of the Underwriters to purchase Shares or Warrants to be sold by the
undersigned pursuant thereto; provided, however, that the representations,
warranties, agreements and conditions are the same, in all material respects,
as the representations and warranties contained in the Proofs; provided,
further, that in no event will the Attorneys-in-Fact have the power or
authority to agree on the undersigned's behalf to (a) any increase or decrease
in the number of Shares or Warrants to be sold by the undersigned (whether
pursuant to any overallotment option or otherwise), (b) any change from the
terms contained in the Proofs that would have the effect, or could have the
effect, of materially increasing the amount or likelihood of any liability or
obligation of the undersigned pursuant to the Underwriting Agreements or (c)
arrangements whereby the undersigned will be treated less favorably than than
other Selling Securityholders participating in the sale of the Shares or the
Warrants or the offering of the Shares and the Warrant Shares;

(iii) sell, assign, transfer and deliver the Shares and the
Warrants to the Underwriters pursuant to the Underwriting Agreements and
deliver to the Underwriters certificates for the Shares and the Warrants so
sold;

(iv) instruct the Custodian (as hereinafter defined) on all
matters pertaining to the sale of the Shares and the Warrants and delivery of
certificates therefor;

(v) execute and deliver, on behalf of the undersigned,
such receipts and other closing documents, whether required by the Underwriting
Agreements or otherwise, typically

<PAGE> 59

-4-

executed and delivered in connection with the closing of the purchase from
selling securityholders of securities in connection with a public offering
including the acknowledgment of payment of the purchase price for the Shares
and the Warrants; provided, however, that all such receipts and other closing
documents are consistent with the transaction as currently reflected in the
Proofs and this Agreement (including, without limitation, clause (ii) of this
Section 2(A)); and

(vi) solely with respect to the individuals and entities
listed on Schedule II hereto and notwithstanding any of the limitations set
forth above, otherwise take all actions and do all things necessary or proper,
required, contemplated or deemed advisable or desirable by the
Attorneys-in-Fact in their discretion, including the execution and delivery of
any documents, and generally act for and in the name of the undersigned with
respect to the sale of the Shares and the Warrants to the Underwriters and the
reoffering of the Shares and the Warrant Shares by the Underwriters as fully as
could the undersigned if then personally present and acting.

B. Each Attorney-in-Fact may act alone in exercising the
rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement
and Power of Attorney, and the act of any Attorney-in-Fact taken in accordance
herewith shall be the act of the Attorneys-in-Fact.

C. The Custodian, the Representatives, the Lead
Managers, the Company and all other persons dealing with the Attorneys-in-Fact
as such may rely and act upon any writing believed in good faith to be signed
by one or more of the Attorneys-in-Fact and to be consistent with the power and
authority granted hereby.

D. The Attorneys-in-Fact shall not be entitled to
receive any compensation for their services rendered hereunder from the
undersigned or from the proceeds of the sale of the Shares or the Warrants.

2. Appointment of Custodian; Deposit of
Shares and Warrants.

A. In connection with and to facilitate the sale of the
Shares and Warrants to the Underwriters, the undersigned hereby appoints First
Union National Bank of North Carolina as custodian (the "Custodian") and
herewith deposits with the Custodian (i) in the event the undersigned desires
to sell shares not issuable upon the exercise of options (the "Owned Shares"),

<PAGE> 60

-5-

one or more certificates for Class A Common Stock which represent not less than
the total number of such Owned Shares to be sold by the undersigned to the
Underwriters, which number is set forth on Schedule I(A) hereto and (ii) in the
event the undersigned desires to sell Warrants, one or more certificates for
the Warrants which represent not less than the total number of warrants to be
sold by the undersigned to the Underwriters, which number is set forth on
Schedule I(B) hereto. Each such certificate so deposited is in negotiable and
proper deliverable form endorsed in blank with the signature of the undersigned
thereon guaranteed by a commercial bank or trust company in the United States
or by a member firm of the New York Stock Exchange, or is accompanied by a duly
executed stock power or powers in blank, bearing the signature of the
undersigned so guaranteed. The Custodian is hereby authorized and directed (a)
to hold in custody for the account of the undersigned the certificate or
certificates deposited herewith, (b) on the Closing Date and the Option Closing
Date, if any (as defined in the Underwriting Agreements) and upon written
instruction from the Attorneys- in-Fact in accordance with this Agreement, to
deliver or to authorize the Company's Transfer Agent to deliver the certificate
or certificates deposited hereunder (or replacement certificate(s) for the
Shares and/or Warrants) to the Representatives and the Lead Managers, for the
accounts of the several Underwriters in accordance with the terms of the
Underwriting Agreements, against receipt by the Custodian, as Custodian, for
the account of the undersigned for payment as provided in Section 3(A) below,
and (c) to return or cause the Company's Transfer Agent to issue and return to
the undersigned new certificate(s) for the shares of Class A Common Stock or
Stock Warrants represented by any certificate deposited hereunder which are not
sold pursuant to the Underwriting Agreements.

B. In the event the undersigned proposes to sell Shares
issuable upon the exercise of options (the "Option Shares") as set forth on
Schedule I(C) hereto, the undersigned is delivering to the Company, with a copy
to the Custodian, an exercise letter (the "Exercise Letter"), in the form of
Exhibit C hereto.

C. Until the Shares and the Warrants have been delivered
to the Underwriters against payment therefor in accordance with this Agreement
and the Underwriting Agreements, the undersigned shall retain all rights of
ownership with respect to the Shares or Warrants deposited hereunder,
including, with respect to the Shares, the right to vote and to receive all
dividends and payment thereon, except the right to retain custody of or dispose
of such Shares or Warrants, which right shall only

<PAGE> 61

-6-

be subject to this Agreement and the Underwriting Agreements as provided herein
and therein.

3. Sale of Shares and Warrants; Remitting Net Proceeds.

The undersigned hereby acknowledges that the Custodian or the
Company's Transfer Agent will deliver the certificates for the Shares or the
Warrants to be sold by the undersigned to the Representatives and the Lead
Managers, as provided in the Underwriting Agreements and this Agreement,
against delivery to the Custodian for the account of the undersigned of the
purchase price of the Shares or Warrants, determined in accordance with the
Underwriting Agreements, at the time and in the funds specified in the
Underwriting Agreements. In the event the undersigned is selling Option
Shares, the Custodian is hereby authorized to withhold the exercise price for
such Option Shares and remit such amount to the Company. After reserving an
amount of such proceeds (if applicable) as provided in the immediately
preceding sentence, the Custodian shall remit to the undersigned the proceeds
from the sale of the Shares and the Warrants not later than the business day
following the Closing Date.

4. Representations, Warranties and Agreements. The undersigned
represents and warrants to, and agrees with, the other Attorneys-in-Fact and
the Custodian as follows:

A. If the undersigned is an individual the undersigned
has full legal right, power and authority to enter into and perform this
Agreement. In all other events, the undersigned has all requisite corporate or
partnership (as applicable) power and authority to enter into and perform this
Agreement.

B. The undersigned has reviewed the representations and
warranties to be made by the undersigned as a Selling Securityholder contained
in the Proofs, and will (promptly after the same becomes known to the
undersigned) notify the Attorneys-in-Fact of any development that would make
any such representation and warranty untrue.

C. The undersigned has reviewed Amendment No. 2 to the
Registration Statement, including the prospectus included therein, and the
information contained in such prospectus with respect to the undersigned is
true and correct.

D. The undersigned is not directly or indirectly an
affiliate of or associated with any member of the National Association of
Securities Dealers, Inc. except as disclosed in

<PAGE> 62

-7-

the undersigned's NASD questionnaire previously supplied to the Company.

[E. The undersigned agrees to deliver to the
Attorneys-in-Fact such documentation as the Attorneys-in-Fact, the Company or
any of their respective counsel may reasonably request in order to effectuate
any of the provisions hereof or of the Underwriting Agreements.]

5. Irrevocability of Instruments; Termination of this Agreement.

A. This Agreement, the deposit of the Shares and/or
Warrants pursuant hereto and all authority hereby conferred, is made and
conferred subject to and in consideration of the interests of the Underwriters,
the Company and the Attorneys-in-Fact in and for the purpose of completing the
transactions contemplated hereunder and by the Underwriting Agreements.
Accordingly the authority conferred upon the Attorneys-in-Fact is coupled with
an interest and this Agreement shall be irrevocable prior to , 1996,
and shall remain in full force and effect until that date. The undersigned
further agrees that this Agreement shall not be terminated by operation of law
or upon the death, disability or incompetence of the undersigned or, if the
undersigned is not a natural person, upon any dissolution, winding up,
distribution of assets or other event affecting the legal existence of the
undersigned. If any event referred to in the preceding sentence shall occur,
whether with or without notice thereof to the Attorneys-in-Fact, any of the
Underwriters or any other person, the Attorneys-in-Fact shall nevertheless be
authorized and empowered to deliver and deal with the Shares deposited under
the Agreement by the undersigned in accordance with the terms and provisions of
the U.S. Underwriting Agreement and this Agreement as if such event had not
occurred.

B. If the Underwriting Agreements do not become
effective by May 1, 1996, or if the Underwriting Agreements (other than the
provisions thereof which survive termination) shall terminate or be terminated
prior to payment and delivery of the Shares and the Warrants or if the sale of
the Shares and the Warrants pursuant thereto shall not have been consummated
prior to , 1996, this Agreement shall terminate (without affecting any
lawful action of the Attorneys-in-Fact or the Custodian prior to such
termination), and the Custodian shall return to the undersigned all
certificates for the Shares or Warrants deposited hereunder.

<PAGE> 63

-8-

6. Liability and Indemnification of the Attorneys-in-Fact and
Custodian. The [Attorneys-in-Fact and] the Custodian assume[s] no
responsibility or liability to the undersigned or to any other person, other
than to deal with the Shares and the warrants, the proceeds from the sale of
the Shares and the Warrants and any other shares of Class A Common Stock or
Stock Warrants deposited with the Custodian pursuant to the terms of this
Agreement in accordance with the provisions hereof. The undersigned hereby
agrees to indemnify and hold harmless the [Attorneys-in-Fact and the]
Custodian, and [their] respective officers, agents, successors, assigns and
personal representatives with respect to any act or omission of or by any of
them in good faith in connection with any and all matters contemplated, and in
accordance with, by this Agreement or the Underwriting Agreements.

7. Interpretation.

A. The representations, warranties and agreements of the
undersigned contained herein shall survive the sale and delivery of the Shares
or Warrants and the termination of this Agreement.

B. The validity, enforceability, interpretation and
construction of this Agreement shall be determined in accordance with the laws
of the State of New York applicable to contracts made and to be performed
within the State of New York, and this Agreement shall inure to the benefit of,
and be binding upon, the undersigned and the undersigned's heirs, executors,
administrators, successors and assigns, as the case may be.

C. Wherever possible each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any such provision shall be prohibited by or invalid
under applicable law, it shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

D. The use of the masculine gender in this Agreement
includes the feminine and neuter, and the use of the singular includes the
plural, wherever appropriate.

<PAGE> 64

-9-

IN WITNESS WHEREOF, the undersigned has executed this Custody
Agreement and Power of Attorney this day of , 1996.

-----------------------------

Signature of Selling (Please sign exactly as your
Securityholder Guaranteed name appears on your stock
by: certificate(s).)

Name and address to which
notices and funds shall be
sent.

------------------------------
(NAME)

------------------------------
(STREET)

------------------------------
(CITY) (STATE) (ZIP)

(NOTE: The signature must be guaranteed by a commercial bank or trust company
in the United States or by a member firm of the New York Stock Exchange.)

ACCEPTED by the Attorneys- ACCEPTED by the Custodian as
in-Fact as of the date of the date above set forth:
above set forth:

- ------------------------------ ------------------------------

By
- ------------------------------ ----------------------------

SEE THE ATTACHED INSTRUCTIONS

<PAGE> 65

-10-

INSTRUCTIONS

(For completing the Custody Agreement and Power of Attorney)

A. You have been sent five copies of the Custody Agreement and
Power of Attorney (the "Agreement"). Please complete and return four copies of
the Agreement and certificate(s) as set forth in paragraph D below. A fully
executed copy of the Agreement will be returned to you; a fully executed copy
of the Agreement and your certificate(s) will be retained by the Custodian; and
a fully executed copy of the Agreement will be delivered to the
Attorneys-in-Fact and to the Representatives and the Lead Managers.

B. Complete Schedule I attached hereto. In the event you are
selling shares receivable upon the exercise of options, please complete and
execute the Exercise Letter attached hereto as Exhibit C.

C. Each copy of the Agreement and each certificate or power
deposited hereunder must be executed by you with your signature on the
Agreement and the certificate(s) or the accompanying power guaranteed by a
commercial bank or trust company in the United States or any broker which is a
member firm of the New York Stock Exchange. Please sign the certificate(s) or
power and the Agreement exactly as your name appears on your certificate(s).

D. Endorsed certificate(s) or certificate(s) with powers
attached, along with all four executed copies of the completed Agreement,
should be promptly returned by hand delivery or by certified mail appropriately
insured to:

First Union National Bank of North Carolina
230 South Tyron Street, Suite 1000
Charlotte, North Carolina 28288
Attn:

If sent through the mail, it is recommended that the certificate(s) not be
endorsed, but an executed power be sent under separate cover from the
certificate(s).

E. If any certificate that you submit represents a greater number
of Shares or Warrants than the aggregate number of Shares or Warrants which you
agree to sell pursuant to the Underwriting Agreements (including any Additional
Shares or Additional Warrants (as defined in the Underwriting Agreements) which
you

<PAGE> 66

-11-

agree to sell), the Custodian will cause to be delivered to you in due course,
but not earlier than ten days after the closing for the purchase of Firm Shares
and Firm Warrants (as defined in the Underwriting Agreements) by the
Underwriters, a certificate for the excess number of Shares or Warrants.

<PAGE> 67

-12-

--------------------------------
(Name of Selling Securityholder)

SCHEDULE I

Certificate(s)

PAXSON COMMUNICATIONS CORPORATION

deposited under

Custody Agreement and Power of Attorney

(A) Certificate(s) for Shares:

<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Class A Common Stock
Certificate Class A Common Stock from this Certifi-
Number Represented by Certificate cate to be Sold*
- ----------- -------------------------- --------------------
<S> <C> <C>

- ----------- --------------------- -------------------

Total:
-------------------
</TABLE>

<PAGE> 68

(B) Certificate(s) for Warrants:

<TABLE>
<CAPTION>
Number of Warrants
Certificate Number of Warrants from this Certifi-
Number Represented by Certificate cate to be sold*
- ----------- -------------------------- --------------------
<S> <C> <C>

- ----------- --------------------- -------------------

Total: -------------------
</TABLE>

* If fewer than all shares or warrants represented by a certificate are
to be sold, indicate below, if desired for income tax purposes, the
date of purchase or purchase price of the particular shares or
warrants to be sold.

** Note: Must include Exercise Letter relating to these shares.

<PAGE> 69

SCHEDULE II

Selling Securityholder:

Lowell W. Paxson
James B. Bocock
Dean M. Goodman
Jon Jay Hoker
Arthur D. Tek
Anthony L. Morrison
S. William Scott
[National Union Fire Insurance Company]
[Union Ventures Corporation]
[PXN Investment Partnership]
[Robert W. Johnson, IV]
[Smith FXN Company]

<PAGE> 1

EXHIBIT 3.1.5

<PAGE> 2
EXHIBIT 3.1.5

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

BY-LAWS

PAXSON COMMUNICATIONS CORPORATION

===============================================================================
<PAGE> 3

<TABLE>
<CAPTION>
<S> <C>
ARTICLE I
STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Annual Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Notice of Meetings; Order of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Annual Meeting Stockholder Proposals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6 Adjournments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.7 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.8 Voting; Proxies; Revocation of a Proxy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.9 Fixing Date for Determination of Stockholders of Record. . . . . . . . . . . . . . . . . . . . . . . 4
1.10 List of Stockholders Entitled to Vote. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.11 Action By Written Consent of Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.12 Conduct of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE II

BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.1 Number; Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.2 Election; Resignation; Removal; Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.3 Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.4 Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.5 Telephonic Meetings Permitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.6 Quorum; Vote Required for Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.7 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.8 Action by Written Consent of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE III

COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.1 Executive Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.2 Other Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.3 Committee Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE IV

OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.1 Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. . . . . . . . . 8
4.2 Powers and Duties of Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

<PAGE> 4

<TABLE>
<S> <C>
ARTICLE V
STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.1 Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. . . . . . . . . . . . . 10

ARTICLE VI

INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.1 Right to Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.2 Prepayment of Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.3 Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.4 Non-Exclusivity of Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.5 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.6 Other Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.7 Amendment or Repeal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VII

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.1 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.2 Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. . . . . . . . . . . . . . . 11
7.4 Interested Directors; Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.5 Form of Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.6 Amendment of By-laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>

<PAGE> 5

BY-LAWS
OF
PAXSON COMMUNICATIONS CORPORATION

ARTICLE I

STOCKHOLDERS

Section 1.1 Annual Meetings. An annual meeting of stockholders
of Paxson Communications Corporation (the "Corporation") shall be held for the
election of directors at such date, time and place, either within or without
the State of Delaware ("Delaware"), as may be designated by resolution of the
Board of Directors of the Corporation ("Board of Directors") from time to time.
Any other proper business may be transacted at the annual meeting that is not
brought before the annual meeting in conflict with the other terms of these
by-laws.

Section 1.2 Special Meetings. A special meeting of stockholders
for any purpose or purposes may be called at any time by the Chairman of the
Board, Chief Executive Officer, or a majority of the Board of Directors. A
special meeting may not be called by any other person. At a special meeting,
no business shall be transacted and no corporate action shall be taken other
than that stated in the notice of the meeting.

Section 1.3 Notice of Meetings; Order of Business.

(a) Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given that shall state the date, time and place of the meeting and, in
the case of a special meeting, each purpose for which the meeting is called.
Unless otherwise provided by law, the Certificate of Incorporation or these
By-laws, the written notice of any meeting of stockholders (which term includes
an annual or special meeting, whether or not so stated) shall be given not less
than 10 nor more than 60 days before the date of the meeting to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.

(b) Notice of any meeting of stockholders to act
upon a plan of merger, consolidation or sale of all or substantially all of the
Corporation's assets shall be given to each stockholder entitled to vote at
such meeting not less than 20 nor more than 60 days before the date of such
meeting. Any such notice shall be accompanied by a copy or a brief summary (as
the directors shall deem advisable) of the proposed plan of merger,
consolidation or sale.

Section 1.4 Annual Meeting Stockholder Proposals. For a proposal
to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary
of this Corporation. To be timely, a stockholder's notice must be
<PAGE> 6

delivered to, or mailed and received at, the principal executive offices of
the Corporation not less than 60 days prior to the scheduled annual meeting,
regardless of any postponements, deferrals, or adjournments of that meeting to
a later date; however, if less than 70 days' notice or prior public disclosure
of the date of the scheduled annual meeting is given or made, notice by the
stockholder, to be timely, must be so delivered or received not later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the scheduled annual meeting was given or the day on
which such public disclosure was made.

A stockholder's notice to the Secretary shall set forth as to each
matter the stockholders proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business and any other stockholder known by such stockholder to
be supporting such proposal, (c) the class and number of shares of the
Corporation's stock that are beneficially owned by the stockholder on the date
of such stockholder notice and by any other stockholder known by such
stockholder to be supporting such proposal on the date of such stockholder
notice, and (d) any financial interest of the stockholder in such proposal.

The presiding officer of the annual meeting shall determine and
declare at the annual meeting whether the stockholder proposal was made in
accordance with the terms of this Section 1.4. If the presiding officer
determines that a stockholder proposal was not made in accordance with the
terms of this Section 1.4, he shall so declare at the annual meeting and any
such proposal shall not be acted upon at the annual meeting.

This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, Board of Directors and
committees of the Board of Directors, but in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed,
and received as herein provided.

Section 1.5 Quorum. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. In the absence of a quorum, the
stockholders so present may, by majority vote, adjourn the meeting from time to
time in the manner provided in Section 1.6 of these By-laws until a quorum
shall attend. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the Corporation shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the Corporation to vote stock held by it in a fiduciary capacity.

Section 1.6 Adjournments. Any meeting of stockholders may be
adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such

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<PAGE> 7

adjourned meeting if the date, time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote
at the meeting.

Section 1.7 Organization.

(a) Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence, by the Chief
Executive Officer, or in his absence, by the President, or in the absence of
the foregoing persons, by a chairman designated by the Board of Directors, or
in the absence of such designation, by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence, the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

(b) The following order of business, unless
otherwise ordered at the meeting by the chairman thereof, shall be observed as
far as practicable and consistent with the purposes of the meeting.

(1) Call of the meeting to order.

(2) Presentation of proof of mailing of
the notice of the meeting and, if the meeting is a
special meeting, the call thereof.

(3) Determination and announcement that
a quorum is present.

(4) Reports, if any, of officers.

(5) Election of directors, if the
meeting is an annual meeting or a meeting called for
such purpose.

(6) Consideration of the specific
purpose or purposes for which the meeting has been
called (other than the election of directors).

(7) Transaction of such other business
as may properly come before the
meeting.

(8) Adjournment.

Section 1.8 Voting; Proxies; Revocation of a Proxy. Except as
otherwise provided by the Certificate of Incorporation, each stockholder
entitled to vote at a meeting of stockholders shall be entitled to one vote for
each share of stock held by him which has voting power on the matter in
question. Each stockholder entitled to vote at a meeting of stockholders, or
to express

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<PAGE> 8

consent or dissent to corporate action in writing without a meeting, may
authorize another person or persons to act for him by proxy, but no such proxy
shall be voted or acted upon after 3 years from its date, unless the proxy
provides for a longer period. A proxy shall be irrevocable if it states that
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke
any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by
delivering a proxy in accordance with applicable law bearing a later date to
the Secretary of Corporation. Voting at meetings of stockholders need not be
by written ballot and, unless otherwise required by law, need not be conducted
by inspectors of election. At all meetings of stockholders for the election of
directors a plurality of the votes cast shall be sufficient to elect. All
other elections and questions shall, unless otherwise provided by law, the
Certificate of Incorporation or these By-laws, be decided by the vote of the
holders of shares of stock having a majority of the votes which could be cast
by the holders of all shares of stock outstanding and entitled to vote thereon.

Section 1.9 Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled
(i) to notice of or to vote at any meeting of stockholders or any adjournment
thereof, (ii) to express consent to corporate action in writing without a
meeting, (iii) to receive payment of any dividend or other distribution or
allotment of any rights, (iv) to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date: (i) in the case of determination
of stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than 60 nor less
than 10 days before the date of such meeting; (ii) in the case of determination
of stockholders entitled to express consent to corporate action in writing
without a meeting, shall not be more than 10 days from the date upon which the
resolution fixing the record date is adopted by the Board of Directors; and
(iii) in the case of any other action, shall not be more than 60 days prior to
such other action. If no record date is fixed: (i) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; (ii) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting when no prior action of the Board of
Directors is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation in accordance with applicable law, or, if prior action by the
Board of Directors is required by law, shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action; and (iii) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.

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<PAGE> 9

Section 1.10 List of Stockholders Entitled to Vote.

(a) The Secretary shall prepare and make, at
least 10 days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present.

(b) Upon the willful neglect or refusal of the
directors to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting.

(c) The stock ledger shall be the only evidence
as to who are the stockholders entitled to examine the stock ledger, the list
of stockholders or the books of the Corporation, or to vote in person or by
proxy at any meeting of stockholders.

Section 1.11 Action By Written Consent of Stockholders.

(a) Unless otherwise provided by the Certificate
of Incorporation, any action required or permitted to be taken at any meeting
of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered (by hand or by certified mail, return
receipt requested) to the Corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which minutes of meetings of
stockholders are maintained. All written consents shall be filed with the
minutes of meeting of the stockholders.

(b) Every written consent shall bear the date of
a signature of each stockholder who signs the consent. No written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the earliest dated consent delivered to the Corporation in
the manner provided in this subsection, written consents signed by a sufficient
number of stockholders to take action are delivered to the Corporation at its
principal place of business.

(c) Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

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<PAGE> 10

Section 1.12 Conduct of Meetings. The Board of Directors may
adopt by resolution such rules for the conduct of the meeting of stockholders
as it shall deem appropriate. Except to the extent inconsistent with such
rules as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules and to
do all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iii) limitations on attendance at
or participation in the meeting to stockholders of record of the Corporation,
their duly authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (v) limitations
on the time allotted to questions or comments by participants. Unless and to
the extent determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
the rules of parliamentary procedure.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Number; Qualifications. The Board of Directors shall
consist of 1 or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2 Election; Resignation; Removal; Vacancies.

(a) At each annual meeting of stockholders, the
stockholders shall elect directors, each of whom shall hold office for a term
of 1 year or until his successor is elected and qualified.

(b) Any director may resign at any time by giving
written notice to the Board of Directors, Chairman of the Board, Chief
Executive Officer, or Secretary of the Corporation. Unless otherwise specified
in such written notice, a resignation shall take effect upon delivery thereof
to the Board of Directors or to the designated officer. A resignation need not
be accepted in order to be effective.

(c) Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, at any meeting of the
stockholders called expressly for such purpose, any director may be removed,
with or without cause, by a vote of stockholders holding a majority of the
shares issued and outstanding and entitled to vote in an election of directors.

(d) Any newly created directorship or any vacancy
occurring in the Board of Directors for any cause may be filled by a majority
of the remaining members of the

- 6 -
<PAGE> 11

Board of Directors, although less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he has
replaced or until his successor is elected and qualified.

Section 2.3 Regular Meetings. A regular meeting of the Board of
Directors may be held at such place within or without Delaware and at such time
as the Board of Directors may from time to time determine and, if so
determined, a notice thereof need not be given.

Section 2.4 Special Meetings. A special meeting of the Board of
Directors may be held at any time or place within or without Delaware whenever
called by the Chairman of the Board, Chief Executive Officer or by any 3
members of the Board of Directors. Notice of a special meeting of the Board of
Directors shall be given by the person or persons calling the meeting upon at
least 48 hours' notice before the special meeting if such notice is delivered
personally or sent by fax transmission with message confirmed, upon 3 days'
notice if sent by overnight courier guaranteeing next day delivery, or upon 5
days' notice if sent by mail. The foregoing notice periods shall begin to run
from the time notice is sent.

Section 2.5 Telephonic Meetings Permitted. Members of the Board
of Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
By-law shall constitute presence in person at such meeting.

Section 2.6 Quorum; Vote Required for Action. At all meetings of
the Board of Directors one third of the whole Board of Directors shall
constitute a quorum for the transaction of business. Except in cases in which
the Certificate of Incorporation or these By-laws otherwise provide, the vote
of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

Section 2.7 Organization. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, if any, or, in his
absence, by the Chief Executive Officer, or in their absence, by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting,
but in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

Section 2.8 Action by Written Consent of Directors. Unless
otherwise restricted by the Certificate of Incorporation or these By-laws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board of Directors or such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of meetings of the Board of Directors or such committee.

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<PAGE> 12

ARTICLE III

COMMITTEES

Section 3.1 Executive Committee.

(a) The Board of Directors may, by resolution
duly adopted by a majority of the whole Board of Directors, designate 1 or more
directors to constitute an Executive Committee. One of such directors shall be
designated as Chairman of the Executive Committee. Each member of the
Executive Committee shall continue as a member thereof until the expiration of
his term as a director, or until his earlier resignation from the Executive
Committee, in either case unless sooner removed as a member of the Executive
Committee or as a director by any means authorized by these By-laws.

(b) The Executive Committee shall have and may
exercise all of the right, powers and authority of the Board of Directors,
except as expressly limited by the General Corporation Law of Delaware, as
amended from time to time.

(c) The Executive Committee shall fix its own
rules of procedure and shall meet at such times and at such places as may be
provided by its rules. The Chairman of the Executive Committee or, in the
absence of a Chairman, a member of the Executive Committee chosen by a majority
of the members present, shall preside at meetings of the Executive Committee,
and another member thereof chosen by the Executive Committee shall act as
Secretary. A majority of the Executive Committee shall constitute a quorum for
the transaction of business, and the affirmative vote of a majority of the
members thereof shall be required for any action of the Executive Committee.
The Executive Committee shall keep minutes of its meetings and deliver such
minutes to the Board of Directors.

Section 3.2 Other Committees. The Board of Directors may, by
resolution duly adopted by a majority of the whole Board of Directors, appoint
such other committee or committees as it shall deem advisable and with such
limited authority as the Board of Directors shall determine from time to time.

Section 3.3 Committee Vacancies. The Board of Directors shall
have the power at any time to fill vacancies in, change the membership of, or
discharge any committee.

ARTICLE IV

OFFICERS

Section 4.1 Officers; Election; Qualifications; Term of Office;
Resignation; Removal; Vacancies. The Board of Directors shall elect a Chief
Executive Officer, President and

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<PAGE> 13

Secretary and it may choose a Chairman of the Board from among its members.
The Board of Directors may also choose one or more Vice Presidents, one or more
Assistant Secretaries, a Treasurer and one more Assistant Treasurers. The
Chief Executive Officer shall have the power to appoint additional corporate
officers. Each such officer shall hold office until the first meeting of the
Board of Directors after the annual meeting of stockholders next succeeding his
election, and until his successor is elected and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation. The election
or appointment of any officer by itself shall not create contract rights for
such officer. Any number of offices may be held by the same person. Any
vacancy occurring in any office of the Corporation, by death, resignation,
removal or otherwise, may be filled for the unexpired portion of the term by:
(i) the Board of Directors at any regular or special meeting or, (ii) if the
office is one which was initially filled by the Chief Executive Officer, by the
Chief Executive Officer.

Section 4.2 Powers and Duties of Officers. The officers of the
Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed in a resolution by the Board of Directors and,
to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors.

ARTICLE V

STOCK

Section 5.1 Certificates. The shares of stock shall be
represented by certificates but the Board of Directors may provide, by
resolution, that some or all of any or all classes or series of its stock shall
be uncertificated. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates and upon request every holder
of uncertificated shares shall be entitled to have a certificate signed by, or
in the name of the corporation by the Chairman of the Board, if any, or the
Chief Executive Officer, President or Vice President, and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary,
representing the number of shares registered in certificate form. Any
signature on such certificate may be a facsimile. If any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
on a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue. A certificate representing shares of stock
that are subject to restrictions on transfer or to other restrictions may have
a notation of such restriction imprinted thereon.

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<PAGE> 14

Section 5.2 Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The Corporation may issue a new stock
certificate in the place of any certificate theretofore issued by it, alleged
to have been lost, stolen or destroyed, and the Corporation may require the
owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall
indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may hereafter be amended, any person who was or is
made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative,
investigative or arbitral (a "Proceeding") by reason of the fact that such
person, or another person for whom such person is the legal representative, is
or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or nonprofit
entity, including service with respect to an employee benefit plan, (an
"Entity") against all liability and loss suffered and reasonable expenses
(including attorney's fees and costs) reasonably incurred by such person. The
Corporation shall be required to indemnify a person in connection with a
Proceeding (or part thereof) initiated by such person only if the Proceeding
(or part thereof) was authorized by the Board of Directors.

Section 6.2 Prepayment of Expenses. The Corporation may, in its
discretion, pay the reasonable expenses (including attorney's fees and costs)
reasonably incurred by a director or officer in defending a Proceeding in
advance of its final disposition; provided, however, that the payment of such
expenses shall be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should be ultimately determined
that the director or officer is not entitled to be indemnified under this
Article or otherwise.

Section 6.3 Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within 60 days after a written
claim therefor has been received by the Corporation, the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim.

Section 6.4 Non-Exclusivity of Rights. The rights conferred on
any person by this Article shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, these By-laws, agreement, vote of stockholders or
disinterested directors or otherwise.

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<PAGE> 15

Section 6.5 Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership trust or other
enterprise against such losses, whether or not the Corporation would have the
power to indemnify such person against such losses under the Delaware General
Corporation Law.

Section 6.6 Other Indemnification. The Corporation's obligation,
if any, to indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another Entity shall be reduced by any
amount such person may collect from such other Entity by way of
indemnification, or from such other Entity's insurance company.

Section 6.7 Amendment or Repeal. Any repeal or modification of
any provision of this Article shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Fiscal Year. The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors.

Section 7.2 Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of incorporation and the words
"Corporate Seal" and "Delaware".

Section 7.3 Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Any written waiver of notice, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at nor the purpose of any
meeting of the stockholders, directors, or members of a committee of directors
need be specified in any written waiver of notice.

Section 7.4 Interested Directors; Quorum. No contract or
transaction between the Corporation and 1 or more of its directors or officers,
or between the Corporation and any other Entity in which 1 or more of its
directors or officers, are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting of the Board
of Directors or committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if: (i) the
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by

- 11 -
<PAGE> 16

the affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (ii) the material facts
as to his relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract or
transaction.

Section 7.5 Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time.

Section 7.6 Amendment of By-laws. These By-laws may be amended
or repealed, and new by-laws may be adopted, by the Board of Directors, but the
stockholders also may amend or repeal or adopt new bylaws.

- 12 -

<PAGE> 1

EXHIBIT 5
<PAGE> 2

EXHIBIT 5

Law Offices
HOLLAND & KNIGHT A Partnership including Professional
Corporations

400 North Ashley Drive, Suite 2300 Atlanta Orlando
P.O. Box 1288 (ZIP 33601-1288) Fort Lauderdale St. Petersburg
Tampa, Florida 33602-4300 Jacksonville Tallahassee
Lakeland Washington, D.C.
813-227-8500 Miami West Palm Beach
FAX 813-229-0134

March 27, 1996

Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401

Re: Registration Statement on Form S-1
(File No. 333-473)

Gentlemen:

We refer to the Registration Statement (the "Registration Statement")
on Form S-1 (File No. 333-473), filed by Paxson Communications Corporation (the
"Company"), with the Securities and Exchange Commission, for the purpose of
registering under the Securities Act of 1933 (the "Securities Act") an
aggregate of 13,225,000 shares (the "Common Stock") of the authorized Class A
Common Stock, par value $.001 per share, of the Company being offered to the
public pursuant to an underwriting agreement (the "Underwriting Agreement"),
between the Company, certain selling shareholders of the Company, and Smith
Barney Inc., as representative of the underwriters and pursuant to an
underwriting agreement (the "International Underwriting Agreement"), between
the Company, certain selling shareholders, and Smith Barney Inc., as
representative of the managers.

In connection with the foregoing registration, we have acted as
counsel for the Company, and have examined originals, or copies certified to
our satisfaction, of all such corporate records of the Company, certificates of
public officials and representatives of the Company, and other documents as we
deemed it necessary to require as a basis for the opinion hereafter expressed.

Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Common Stock will be, when
and if sold in accordance with the Underwriting Agreement and the International
Underwriting Agreement, duly authorized, legally issued and fully paid and
non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" contained in the prospectus filed as part thereof. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Holland & Knight

HOLLAND & KNIGHT

<PAGE> 1

EXHIBIT 9.1
<PAGE> 2
EXHIBIT 9.1

AGREEMENT

This agreement (the "Agreement") is made and entered into effective as
of March 26, 1996 by and among (i) the holders (the "Senior Holders") of all of
the issued and outstanding shares of Paxson Communications Corporation's (the
"Company") "Existing Senior Preferred Stock" and "New Senior Preferred Stock"
(both as defined in the "Stockholders Agreement" (as defined below)), (ii) the
holders (the "Junior Holders", and with the Senior Holders, collectively, the
"Holders") of all of the issued and outstanding shares of the Company's "Junior
Preferred Stock" (as defined in the Stockholders Agreement), (iii) the "Initial
Management Investors" (as defined in the Stockholders Agreement), and (iv) the
Company. Terms not otherwise defined herein shall have the meanings given in
that certain amended and restated stockholders agreement dated as of December
22, 1994 by and among the parties hereto, including the amended and restated
registration rights provisions (the "Registration Rights Provisions") attached
as Exhibit A thereto (collectively, as heretofore amended, the "Stockholders
Agreement").

RECITALS

A. Effective December 15, 1993, the Company and the Senior
Holders entered into a stock purchase agreement pursuant to which the Company
sold to the Senior Holders 2,000 shares of preferred stock designated as "15%
Cumulative Compounding Redeemable Preferred Stock," par value $0.001 per share
(the "Initial Senior Preferred Stock"), and certain warrants (the "Existing
Warrants") to purchase shares of common stock issued by the Company subject to
a warrant agreement dated December 15, 1993 among the Company, the Senior
Holders and a warrant agent named therein (the "Existing Warrant Agreement").
In connection with the foregoing, the Company, the Senior Holders and the
Initial Management Investors entered into a stockholders agreement dated as of
December 15, 1993 (the "Initial Stockholders Agreement").

B. Effective November 4, 1994, the Company amended its
certificate of incorporation to provide for two classes of common stock, Class
A common stock, par value $0.001 per share with one vote per share ("Class A
Common Stock"), and Class B common stock, par value $0.001 per share with ten
votes per share ("Class B Common Stock"). In connection therewith, the Company
caused each of its outstanding shares of common stock to be split into a
certain number of shares of Class A Common Stock and a certain number of shares
of Class B Common Stock.

C. Effective December 22, 1994, the Company, the Senior Holders
and the Initial Management Investors entered into an
<PAGE> 3

exchange agreement and consent (the "Exchange Agreement"), pursuant to which
each Senior Holder exchanged certain shares of Class A Common Stock and Class B
Common Stock issued upon the exercise of certain of the Existing Warrants for
all of the shares of the New Senior Preferred Stock, and reached additional
agreements and modified certain then existing agreements.

D. Effective December 22, 1994, the Company amended its
certificate of incorporation to provide for an additional class of common
stock, Class C common stock, par value $0.001 per share with no votes per share
("Class C Common Stock") and increased the number of authorized shares of Class
A Common Stock, Class B Common Stock and preferred stock.

E. Effective December 22, 1994, the Company and the Junior
Holders entered into a security purchase agreement (the "New Purchase
Agreement"), pursuant to which the Junior Holders subscribed for and purchased
pursuant thereto from the Company 33,000 shares of Junior Preferred Stock and
certain warrants (the "New Warrants") to purchase shares of Class C Common
Stock. In connection therewith, the Company, the Senior Holders, the Junior
Holders and the Initial Management Investors entered into the Stockholders
Agreement. The Stockholders Agreement, among other things, amended and
restated the Initial Stockholders Agreement and set forth certain rights of the
parties thereto with respect to certain interests in the Company.

F. Effective January 1, 1995, the Company effected a stock split
by the issuance of a dividend of one share of Class A Common Stock for each two
shares of Class A Common Stock outstanding on such date and one share of Class
B Common Stock for each two shares of Class B Common Stock outstanding on such
date.

G. Effective April 1, 1995, the Holders and Initial Management
Investors executed a consent relating to the issuance of certain shares of
Class A Common Stock by the Company to Plymouth County Retirement Association.

H. Effective June 29, 1995, the Company filed three certificates
of amendment to its certificate of incorporation: (a) amending in its entirety
the designations of the Existing Senior Preferred Stock (as so amended, the
"Existing Senior Certificate of Designations"), (b) amending in its entirety
the designations of the New Senior Preferred Stock (as so amended, the "New
Senior Certificate of Designations"), and (c) changing its name from "Paxson
Communications Corp." to "Paxson Communications Corporation."

I. Effective September 20, 1995, the parties hereto executed a
consent relating to, among other things, the Company's issuance of certain
senior subordinated notes and certain modifications of certain agreements
amongst the parties hereto.

2
<PAGE> 4

J. Effective December 22, 1995, the parties hereto executed a
consent relating to, among other things, the pledge of certain Class A Common
Stock by one of the Initial Management Investors.

K. The Company recently began negotiating a proposal with certain
underwriters to commence a public offering of the Company's Class A Common
Stock in connection with a registration statement filed January 23, 1996, on
Form S-1 (the "Proposed Offering"), and pursuant to provisions of the
Registration Rights Provisions sent notification of such proposal to the
parties hereto and others (the "Offering Notification"). All of the parties
hereto, other than Paribas, responded to such notification with a request that
all of their Registrable Shares be registered in connection with the Proposed
Offering (the "Registration Requests").

L. The parties hereto have had various discussions concerning the
Proposed Offering, the Registration Requests and certain of the parties' rights
and obligations under documents referenced in these recitals. Such discussions
have resulted in the parties reaching certain agreements which they desire to
memorialize herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, each party hereto agrees as follows:

1. Proposed Offering. (a) As used in this Section 1, the
following terms shall have the respective meanings set forth in this subsection
(a). Certain additional defined terms used in this Section 1 are defined
elsewhere in this Agreement, including elsewhere in this Section 1.

"Additional Shares" means any and all shares of Class A Common
Stock and Warrants or other securities of the Company exercisable for or
convertible into shares of Class A Common Stock which the Underwriters (as
defined in subsection (b) of this Section 1) or Managers (as defined in
subsection (b) of this Section 1) shall have an option to purchase pursuant to
the U.S. Underwriting Agreement (as defined in subsection (b) of this Section
1) or the International Underwriting Agreement (as defined in subsection (b) of
this Section 1) for the purpose of covering over- allotments in connection with
the Proposed Offering.

"Firm Shares" means any and all shares of Class A Common Stock
and Warrants or other securities of the Company exercisable for or convertible
into shares of Class A Common Stock, other than Additional Shares, which are
purchased pursuant to the U.S. Underwriting Agreement or the International
Underwriting Agreement or otherwise in connection with the Proposed Offering.

3
<PAGE> 5

"Unaffiliated Holder" means any Senior Holder or Junior Holder
which is a Participating Holder (as defined in subsection (b) of this Section
1).

(b) The Proposed Offering involves (i) the proposed sale by the
Company and the holders of securities of the Company named on Schedule I hereto
(the "Participating Holders") of shares, or Warrants or other securities of the
Company exercisable for or convertible into shares, of Class A Common Stock to
certain underwriters to be listed in a schedule to the U.S. Underwriting
Agreement referred to below (the "Underwriters"), for whom Smith Barney Inc.,
PaineWebber Incorporated, CIBC Wood Gundy Securities Corp. and BT Securities
Corporation are expected to act as representatives (the "Representatives"), for
distribution of such shares (such shares, warrants, and other shares to be sold
to the Underwriters, being sometimes hereinafter referred to as the "U.S.
Shares") to the public under a Registration Statement on Form S-1 filed on
January 26, 1996 under the Securities Act of 1933, as amended, as such
Registration Statement is hereafter amended, and (ii) the proposed sale by the
Company and the Participating Holders of shares, or Warrants or other
securities of the Company exercisable for or convertible into shares, of Class
A Common Stock (such shares, warrants, and other shares to be sold to the
Managers, being sometimes hereinafter referred to as the "International
Shares") through arrangements with certain underwriters outside the United
States and Canada (the "Managers"), for whom Smith Barney Inc., PaineWebber
International, CIBC Wood Gundy Securities Corp. and Bankers Trust International
PLC are expected to act as lead managers (the "Lead Managers"), under such
Registration Statement. Based on its discussions with the Representatives and
the Lead Managers to date, the Company anticipates that pursuant to the U.S.
Underwriting Agreement and the International Underwriting Agreement, and
subject to their respective terms and conditions, the Underwriters and the
Managers will commit to purchase from the Company and the Participating Holders
a specified number of Firm Shares and will be granted an "over-allotment"
option to purchase up to a specified number of Additional Shares.

(c) The parties to this Agreement have agreed that,
notwithstanding any provision of the Stockholders Agreement (including, without
limitation, the Registration Rights Provisions) apparently to the contrary:

(i) Each of the Company and the Participating Holders
(collectively, the "Sellers") shall be entitled to register and sell
to the Underwriters or the Managers (A) the percentage of the total
number of Firm Shares which are registered and sold to the
Underwriters or the Managers by the Sellers which is set forth
opposite the name of such Seller in Column A of Schedule I attached to
this Agreement (such Seller's "Firm Share Allocation Percentage"), and
(B) the

4
<PAGE> 6

percentage of the total number of Additional Shares which are
registered and sold to the Underwriters or the Managers by the Sellers
which is set forth opposite the name of such Seller in Column B of
Schedule I attached to this Agreement (such Seller's "Additional Share
Allocation Percentage"). By way of example, and without in any way
limiting the applicability, meaning or intent of the foregoing
sentence in any circumstances not corresponding to those assumed for
purposes of such example, Schedule I attached to this Agreement
contains an illustration of the operation of the foregoing sentence by
setting forth the respective numbers of Firm Shares and Additional
Shares that each of the Sellers would be entitled to register and sell
to the Underwriters pursuant to the U.S. Underwriting Agreement and
each of the Sellers would be entitled to register and sell to the
Managers pursuant to the International Underwriting Agreement if it
were assumed that (x) pursuant to the U.S. Underwriting Agreement, the
Underwriters purchased 9,200,000 Firm Shares and were granted an
over-allotment option for 1,380,000 Additional Shares, and (y)
pursuant to the International Underwriting Agreement, the Managers
purchased 2,300,000 Firm Shares and were granted an over-allotment
option for 345,000 Additional Shares. The respective Firm Share
Allocation Percentages and Additional Share Allocation Percentages of
the Sellers set forth on Schedule I hereto shall apply regardless of
the number of Firm Shares or Additional Shares (if any) which may be
registered or sold in the Proposed Offering, regardless of whether
such Firm Shares or Additional Shares are offered and sold in only one
or both of domestic and international tranches and, if there are both
domestic and international tranches, regardless of the allocation of
such Firm Shares or Additional Shares between such tranches. Unless
all of the Selling Holders otherwise agree, the Company shall not
agree to both (x) a reduction in the number of Additional Shares which
the Underwriters or Managers are to have an option to purchase under
the U.S. Underwriting Agreement or the International Underwriting
Agreement, and (y) an increase in the number of Firm Shares which the
Underwriters or the Managers are to purchase under the U.S.
Underwriting Agreement or the International Underwriting Agreement.

(ii) If any Seller notifies the Company in writing prior
to the execution of the U.S. Underwriting Agreement and the
International Underwriting Agreement that it shall not tender, at the
closing of the sale and purchase of any Firm Shares or Additional
Shares pursuant to and in accordance with the terms of the U.S.
Underwriting Agreement or the International Underwriting Agreement,
the full number of Firm Shares or Additional Shares which such
Participating Holder is entitled to sell pursuant to the U.S.
Underwriting Agreement or the International Underwriting Agreement and
this Agreement, then the aggregate number of Firm Shares or Additional
Shares (as

5
<PAGE> 7

the case may be) that the remaining Participating Holders (the "Other
Sellers") shall be entitled to sell pursuant to the U.S. Underwriting
Agreement or International Underwriting Agreement (as the case may be)
shall be increased by the number of such shares that such Seller
failed to tender (the "Extra Shares"). Unless all of the Other
Sellers otherwise agree, the Extra Shares shall be allocated among the
Other Sellers pro rata, based on (A) in the case of Extra Shares which
are Firm Shares, the ratio which the Firm Share Allocation Percentage
of each Other Seller bears to the sum of the Firm Share Allocation
Percentages of all Other Sellers or (B) in the case of Extra Shares
which are Additional Shares, the ratio which the Additional Share
Allocation Percentage of each Other Seller bears to the sum of the
Additional Share Allocation Percentages of all Other Sellers. Each
Other Seller shall have the option, but not the obligation, to elect
to sell its proportionate part of such Extra Shares and may exercise
such option in whole or in part. If any such Other Seller declines or
fails for any reason to exercise such option at all or in full, then
the Extra Shares as to which such option was not exercised shall be
apportioned among the remaining Other Sellers who exercised their
options in full on a similar pro rata basis, and such process shall
continue until either the full number of Extra Shares have been
allocated to one or more Other Sellers or until each of the Other
Sellers has obtained by this process of apportionment the right to
sell the entire percentage of the Extra Shares that it desires. If,
after completion of such process, there remains any Extra Shares which
have not been allocated to one or more Other Sellers, then the Company
may increase by an equivalent number the number of Firm Shares or
Additional Shares (as the case may be) which are to be sold by the
Company pursuant to the U.S. Underwriting Agreement or the
International Underwriting Agreement (as the case may be). If any
Seller fails or refuses for any reason to tender, at the closing of
the sale and purchase of any Firm Shares or Additional Shares pursuant
to and in accordance with the terms of the U.S. Underwriting Agreement
or the International Underwriting Agreement, the full number of Firm
Shares or Additional Shares which such Participating Holder is
entitled to sell pursuant to such agreement and if such agreement is
not terminated in accordance with its terms, then the aggregate number
of Firm Shares or Additional Shares (as the case may be) that the
remaining Sellers shall be entitled to sell pursuant to the U.S.
Underwriting Agreement or the International Underwriting Agreement (as
the case may be) shall be increased in such manner as the Company, the
Senior Holders who are Participating Sellers (excluding any thereof
who is such a nontendering Seller), the Junior Holders who are
Participating Holders (excluding any thereof who is such a
nontendering Seller) and the Representatives and the Managers shall
agree (it being understood that such agreement may not

6
<PAGE> 8

be made on behalf of any Holder by any attorney-in-fact without the
specific written authorization of such Holder given at the time).

(iii) The Company covenants and agrees that (A) unless all
of the Holders otherwise agree in writing, no Person not named on
Schedule I hereto shall be entitled to register or sell securities in
the Proposed Offering or either the domestic or international tranche
thereof and (B) no Participating Holder shall be permitted to
participate in the Proposed Offering on any basis which is more
favorable than the basis on which any Holder is permitted to
participate. Without limiting the generality of subclause (B) of this
clause (iii), no Holder shall be required to execute or deliver any
underwriting agreement, custody agreement, power-of- attorney,
"lock-up" agreement or other agreement or instrument which contains
provisions that are materially more adverse to such Holder than the
most favorable form thereof required of any Participating Holder
(disregarding variations which appropriately reflect factual
differences, such as differences in the form of organization of
Participating Holders which are entities or in the number or type of
securities held or being registered and sold by the Participating
Holders). Unless the Holders otherwise agree in writing, no Holder
shall be required to make any representation, warranty, covenant or
agreement to, with or for the benefit of the Company, the
Underwriters, the Managers, the respective Affiliates of the foregoing
or any other Person other than those set forth in the proofs of the
proposed forms of the U.S. Underwriting Agreement, International
Underwriting Agreement, custody agreement and power-of-attorney (the
"Custody Agreement") and lock-up letter (the "Lock-up Letter")
contained in Exhibits "A," "B," "C" and "D"hereto, respectively. The
foregoing, however, shall not be construed as preventing the Holders
from participating in the Proposed Offering on a basis more favorable
than the basis on which Participating Holders who are not Holders
participate. The Company shall not after the consummation of the
Proposed Offering waive or release, or consent to the waiver or
release by or on behalf of the Underwriters or Managers, of any
obligation of any Participating Holder who is not an Unaffiliated
Holder undertaken in connection with the Proposed Offering unless each
Unaffiliated Holder is contemporaneously granted a similar waiver or
release or otherwise treat, or consent to the treatment by the
Underwriters or Managers of, the Unaffiliated Holders otherwise than
on a basis at least as favorable as any Participating Holder who is
not an Unaffiliated Holder.

(iv) The Underwriters or Managers purchasing Warrants from
Selling Holders shall deduct from the purchase price otherwise payable
to each Selling Holder selling Warrants to

7
<PAGE> 9

the Underwriters the amount of the exercise price thereof determined
in accordance with the terms thereof. The Company shall take all
actions reasonably necessary or which the Representative or Lead
Manager shall reasonably request to facilitate the registration and
sale to the Underwriters and U.S. Managers by any such Selling Holder
of such Warrants.

(v) Except as expressly modified hereby or by the
definitive underwriting documents, the provisions of the Registration
Rights Provisions applicable to Piggyback Registrations (as defined
therein) generally shall be fully applicable to the Proposed Offering.
Without limiting the generality of the foregoing, the parties
acknowledge and agree that no Holder shall be required to bear any
expenses incurred in connection with the Proposed Offering other than
those which Section 4 of the Registration Rights Provisions expressly
provides are to be paid by such Holder and that all other such
expenses are to be paid by the Company. The Company and the Holders
hereby reaffirm their respective obligations under Section 8 of the
Registration Rights Provisions. In no event shall any securities of
the Company owned beneficially or of record by any Participating
Holder who is not a Senior Holder, a Junior Holder or an Initial
Management Investor be counted for the purposes of any provision of
the Registration Rights Provisions under which any right, power,
privilege or remedy is conferred upon or any action is required or
permitted to be authorized by any Holder, Holders or group of Holders
of any number of percentage of Registrable Shares or other securities.

(vi) Each party hereto, other than the Company and
Paribas, has executed and delivered to the Company herewith a Custody
Agreement substantially in the form of that attached hereto as Exhibit
"C" and a Lock-up Letter substantially in the form of that attached
hereto as Exhibit "D."

(d) To the extent that such waiver is required for such purpose,
each party hereto hereby waives any provision of the Stockholders Agreement, or
any other agreement or instrument referred to therein to which such party
hereto is a party or which otherwise govern the terms of or such party's rights
or obligations with respect to securities of the Company held by such party
which, absent such waiver, would prevent any Holder or Initial Management
Investor from participating in the Proposed Offering on the basis and terms
contemplated hereby and by Exhibits "A," "B" and "C" hereto, impose any
restrictions upon such participation on such basis or terms, cause any of such
Person's representations and warranties contemplated by Exhibits "A," "B" and
"C" hereof to be untrue or prevent such Person from performing its obligations
contemplated by Exhibits "A," "B" and "C" hereof. Such waiver shall terminate
if this Agreement terminates in accordance with its terms.

8
<PAGE> 10

(e) The Holders and the Initial Management Investors agree that,
provided that the Proposed Offering complies with the provisions of subsection
(c) of this Section 1, the provisions of the Registration Rights Provisions
referred to in clause (v) of such subsection and the provisions of the
definitive underwriting agreements, the "right of first refusal" provisions of
Section 6 of the Stockholders Agreement shall not apply to the issuance and
sale by the Company in the Proposed Offering of shares of Class A Common Stock
for its own account.

2. Document Modification. Subject to the satisfaction of each
of the conditions set forth in Section 3 hereof and effective automatically
simultaneously with the satisfaction of the last to be satisfied of such
conditions, the documents and instruments referenced below in this Section 2
shall be amended or the interpretation thereof modified as follows:

2.1 Relaxation of Senior Preferred Stock Restrictions On Company's
Authority To Consummate Certain Investments.

(a) The provisions of clause (vii) of Section 7(b) of the
Existing Senior Certificate of Designations shall be applied and interpreted
for all purposes as though it reads in its entirety as follows:

"(vii) the Corporation will not, and will not permit
any Subsidiary to, enter into or engage in or make any
Investment in, directly or through a Subsidiary, any line of
business other than (a) the ownership, operation and
management of radio, television and other broadcast properties
and other closely related ancillary businesses and activities,
which shall be deemed for the purposes hereof to include all
business and activities of the Corporation and its
Subsidiaries described in the "Business" section, other than
the last three paragraphs (the "Excluded Paragraphs") of the
"Infomall TV Network -- Expansion Strategy" section thereof
appearing on page 35, of the preliminary prospectus of the
Corporation dated March 4, 1996 filed with the Securities and
Exchange Commission with respect to the Corporation's proposed
offering of 7,300,000 shares of its Class A Common Stock to be
sold for its own account (Registration Statement No. 333-473),
and (b) other media-related, electronic retailing,
programming, entertainment and other related, similar,
ancillary, supportive or incidental businesses and activities
not described in subclause (a), which shall be deemed for the
purposes hereof to include all businesses and activities of
the Corporation and its Subsidiaries described in the Excluded
Paragraphs, provided that the aggregate amount of Investments
made and costs incurred and expenditures

9
<PAGE> 11

made by the Corporation and any of its Subsidiaries in
connection with businesses not described in subclause (a) at
any time or from time to time on or after March 26, 1996
shall not exceed $50,000,000;"

(b) The provisions of clause (vii) of Section 7(a) of the
New Senior Certificate of Designations shall be applied and interpreted for all
purposes as though it reads in its entirety as follows:

2.2 Alteration To Company's Ability To Redeem Senior Preferred
Stock.

(a) Section 6(a) of the Existing Senior Certificate of
Designations shall be applied and interpreted for all purposes as though it
reads in its entirety as follows:

"The Corporation shall not have any right to redeem
any shares of the 15% Preferred Stock prior to the third
anniversary of the Issue Date. On or after such date, subject
to the rights of any Senior Stock in the

10
<PAGE> 12

provisions of Section 3 hereof, all of the 15% Preferred Stock
outstanding may be redeemed, at the option of the Corporation,
in whole, but not in part, at any time, at a redemption price
per share equal to: (i) if the Redemption Date is prior to the
fourth anniversary of the Issue Date, 105% of the Liquidation
Price per share, payable in cash, or (ii) if the Redemption
Date is on or after the fourth anniversary of the Issue Date,
the Liquidation Price per share, payable in cash; provided,
however, that in any such case the Corporation simultaneously
redeems all outstanding shares of the Series B Preferred Stock
(as hereinafter defined) in accordance with the terms of the
Series B Preferred Certificate of Designations (as hereinafter
defined). For purposes of this Section, (i) the term `Series
B Preferred Stock' shall mean the Series B 15% Cumulative
Compounding Redeemable Preferred Stock, par value $0.001 per
share, of the Corporation and any capital stock into which
such Series B Preferred Stock may be changed in accordance
with law and the Series B Preferred Certificate of
Designations; and (ii) the term `Series B Preferred
Certificate of Designation' shall mean the amended and
restated certificate of designations filed with the Delaware
Secretary of State pursuant to Section 151 of the General
Corporation Law of the State of Delaware and setting forth the
resolution of the Board of Directors amending the Series B
Preferred Stock and fixing the designation, dividend rights,
voting powers, rights on liquidation or dissolution and other
preferences and relative, participating, optional or other
rights, and the qualifications, limitations and restrictions,
of the shares of Series B Preferred Stock, as the same may at
any time and from time to time be amended in accordance with
its terms and applicable law."

(b) Section 6(a) of the New Senior Certificate of
Designations shall be applied and interpreted for all purposes as though it
reads in its entirety as follows:

"The Corporation shall not have any right to redeem
any shares of the Series B 15% Preferred Stock prior to
December 15, 1996. On or after such date, subject to the
rights of any Senior Stock in the provisions of Section 3
hereof, all of the 15% Preferred Stock outstanding may be
redeemed, at the option of the Corporation, in whole, but not
in part, at any time, at a redemption price per share equal
to: (i) if the Redemption Date is prior to December 15, 1997,
105% of the Liquidation Price per share, payable in cash, or
(ii) if the Redemption Date is on or after December 15, 1997,
the Liquidation Price per share, payable in cash; provided,
however, that in any such case the Corporation simultaneously
redeems

11
<PAGE> 13

all outstanding shares of the Existing Senior Preferred Stock
in accordance with the terms of the Existing Senior
Certificate of Designations (as hereinafter defined). For
purposes of this Section, the term Existing Senior Certificate
of Designation shall mean the amended and restated certificate
of designations filed with the Delaware Secretary of State
pursuant to Section 151 of the General Corporation Law of the
State of Delaware and setting forth the resolution of the
Board of Directors amending the Existing Senior Preferred
Stock and fixing the designation, dividend rights, voting
powers, rights on liquidation or dissolution and other
preferences and relative, participating, optional or other
rights, and the qualifications, limitations and restrictions,
of the shares of Existing Senior Preferred Stock, as the same
may at any time and from time to time be amended in accordance
with its terms and applicable law."

(c) Section 6(d) of the Existing Senior Certificate of
Designations shall be applied and interpreted as though the words "Section
6(a), 6(b) or 6(c) hereof" now appearing in the first sentence thereof were
stricken from such sentence and the words "Section 6(b) or 6(c) thereof" were
substituted in the place of such stricken words.

(d) Section 6(d) of the New Senior Certificate of
Designations shall be applied and interpreted as though the words "Section
6(a), 6(b) or 6(c) hereof" now appearing in the first sentence thereof were
stricken from such sentence and the words "Section 6(b) or 6(c) thereof" were
substituted in the place of such stricken words.

2.3 Issuance of Additional Common Stock and Stock Options.

(a) The definition of "Permitted Issuance" in Section 2
of the Existing Senior Certificate of Designations shall be applied and
interpreted for all purposes as though such definition included the following
clauses (iii) and (iv):

12
<PAGE> 14

Corporation and its Subsidiaries (other than to Lowell W.
Paxson and his Affiliates) after March 26, 1996 pursuant to a
plan or plans adopted by the Board of Directors of the
Corporation (not a committee thereof, other than a
compensation committee, the majority of the members of which
are individuals who are not employees or officers of the
Corporation or its Subsidiaries) and approved or adopted by a
majority vote of the Common Stock stockholders of the
Corporation; provided, that (i) all such shares (and all
shares issuable upon exercise on any options issued under any
such plan) shall be issued for cash and (ii) each issuance of
any such shares (or options or other rights to acquire any
such shares), the price at which such shares are issued and
the other material terms of such issuance shall be approved by
the Board of Directors (and not a committee thereof, other
than a compensation committee, the majority of the members of
which are individuals who are not employees or officers of the
Corporation or its Subsidiaries) and shall be consistent with
the terms of such plan under which such shares are issued.

"(iv) The issuance by the Corporation of options to
purchase Class A Common Stock in one or more transactions of
up to an aggregate of 125,000 shares of Class A Common Stock
(as such number of shares may be proportionately increased to
reflect any stock dividend, stock split or other subdivision
of the shares of Class A Common Stock which may be effected
after March 26, 1996, and as such number of shares may be
proportionately decreased to reflect a reverse stock split or
other combination of the shares of Class A Common Stock which
may be effected after March 26, 1996), to individuals that are
not employees or directors of the Corporation or its
Subsidiaries (or Lowell W. Paxson, an Initial Management
Investor (as defined in the Stockholders Agreement) or an
Affiliate or a Related Party (as defined in the Stockholders
Agreement) of Lowell W. Paxson or an Initial Management
Investor (as defined in the Stockholders Agreement)) after
March 26, 1996 that the Board of Directors deems to have
contributed to the Corporation's efforts; provided, that (i)
shares issuable upon exercise of such options shall be issued
for cash in an amount per share not less than $3.42 (as such
amount may be proportionately decreased to reflect any stock
dividend, stock split or other subdivision of shares of Class
A Common Stock which may be effected after March 26, 1996, and
as such amount may be proportionately increased to reflect any
reverse stock split or other combination of shares of Class A
Common Stock which may be effected after March 26, 1996), (ii)
each issuance of any such options, the exercise price of such
options and

13
<PAGE> 15

the other material terms of such issuance shall be approved by
the Board of Directors (and not a committee thereof), and
(iii) the provisions of Section 7.1 of the Stockholders
Agreement are complied with."

(b) The definition of "Permitted Issuance" in Section 2
of the New Senior Certificate of Designations shall be applied and interpreted
for all purposes as though such definition included the following clauses (iii)
and (iv):

"(iii) the issuance by the Corporation of Class A
Common Stock (or deemed issuance by the Corporation by reason
of the issuance of options to purchase Class A Common Stock)
from time to time of up to an aggregate of 2,000,000
additional shares of Class A Common Stock (as such number of
shares may be proportionately increased to reflect any stock
dividend, stock split or other subdivision of the shares of
Class A Common Stock which may be effected after March 26,
1996, and as such number of shares may be proportionately
decreased to reflect a reverse stock split or other
combination of the shares of Class A Common Stock which may be
effected after March 26, 1996), to employees or directors of
the Corporation and its Subsidiaries (other than to Lowell W.
Paxson and his Affiliates) after March 26, 1996 pursuant to a
plan or plans adopted by the Board of Directors of the
Corporation (not a committee thereof, other than a
compensation committee, the majority of the members of which
are individuals who are not employees or officers of the
Corporation or its Subsidiaries) and approved or adopted by a
majority vote of the Common Stock stockholders of the
Corporation; provided, that (i) all such shares (and all
shares issuable upon exercise on any options issued under any
such plan) shall be issued for cash and (ii) each issuance of
any such shares (or options or other rights to acquire any
such shares), the price at which such shares are issued and
the other material terms of such issuance shall be approved by
the Board of Directors (and not a committee thereof, other
than a compensation committee, the majority of the members of
which are individuals who are not employees or officers of the
Corporation or its Subsidiaries) and shall be consistent with
the terms of such plan under which such shares are issued.

14
<PAGE> 16

and as such number of shares may be proportionately decreased
to reflect a reverse stock split or other combination of the
shares of Class A Common Stock which may be effected after
March 26, 1996), to individuals that are not employees or
directors of the Corporation or its Subsidiaries (or Lowell W.
Paxson, an Initial Management Investor (as defined in the
Stockholders Agreement) or an Affiliate or a Related Party (as
defined in the Stockholders Agreement) of Lowell W. Paxson or
an Initial Management Investor (as defined in the Stockholders
Agreement)) after March 26, 1996 that the Board of Directors
(not a committee thereof) deems to have contributed to the
Corporation's efforts; provided, that (i) shares issuable upon
exercise of such options shall be issued for cash in an amount
per share not less than $3.42 (as such amount may be
proportionately decreased to reflect any stock dividend, stock
split or other subdivision of shares of Class A Common Stock
which may be effected after March 26, 1996, and as such amount
may be proportionately increased to reflect any reverse stock
split or other combination of shares of Class A Common Stock
which may be effected after March 26, 1996), (ii) each
issuance of any such options, the exercise price of such
options and the other material terms of such issuance shall be
approved by the Board of Directors (and not a committee
thereof), and (iii) the provisions of Section 7.1 of the
Stockholders Agreement are complied with."

(c) The definition of "Permitted Management Issuances"
set forth in Section 1.1 of the Stockholders Agreement is amended to add: (i)
the roman numeral "(i)" following the word "mean" on the first line thereof,
and (ii) the following at the end of such definition before the period:

", (ii) the issuance by the Company (or deemed issuance by the
Company, for purposes of the Warrant Agreements, by reason of
the issuance of options to purchase Class A Common), from time
to time, after March 26, 1996, of up to an additional
aggregate of 2,000,000 shares of Class A Common (as such
number of shares may be proportionately increased to reflect
any stock dividend, stock split or other subdivisions of the
shares of Class A Common which may be effected after March 26,
1996, and as such number of shares may be proportionately
decreased to reflect any reverse stock split or other
combination of the shares of Class A Common which may be
effected after March 26, 1996), to employees or directors of
the Company Parties (other than to Lowell W. Paxson and his
Affiliates) pursuant to a plan or plans adopted by the Board
of Directors of the Company (not a Committee thereof, other
than a compensation committee, the majority of the

15
<PAGE> 17

members of which are individuals who are not employees or
officers of the Company or its Subsidiaries) and approved or
adopted by a majority vote of the Common Stock stockholders of
the Company; provided, that (A) all such shares (and all
shares issuable upon exercise of such options issued to
purchase Class A Common) shall be issued for cash and (B) each
issuance of any such shares (or options or other rights to
acquire any such shares), the price at which such shares are
issued and the other material terms of such issuance, shall be
approved by the Board of Directors of the Company (and not a
committee thereof, other than a compensation committee, the
majority of the members of which are individuals who are not
employees or officers of the Company or its Subsidiaries) and
shall be consistent with the terms of such plan under which
such shares are issued; and (iii) the issuance by the Company
of options to purchase Class A Common Stock in one or more
transactions of up to an aggregate of 125,000 shares of Class
A Common Stock (as such number of shares may be
proportionately increased to reflect any stock dividend, stock
split or other subdivision of the shares of Class A Common
Stock which may be effected after March 26, 1996, and as such
number of shares may be proportionately decreased to reflect a
reverse stock split or other combination of the shares of
Class A Common Stock which may be effected after March 26,
1996), to individuals that are not employees or directors of
the Company or its Subsidiaries (nor Lowell W. Paxson, the
Initial Management Investors or an Affiliate or Related Party
of Lowell W. Paxson or the Initial Management Investors) after
March 26, 1996 that the Board of Directors (not a committee
thereof) determines have contributed to the Company's efforts;
provided, (A) that shares issuable upon exercise of such
options shall be issued for cash in an amount per share not
less than $3.42 (as such amount may be proportionately
decreased to reflect any stock dividend, stock split or other
subdivision of shares of Class A Common Stock which may be
effected after March 26, 1996, and as such amount may be
proportionately increased to reflect any reverse stock split
or other combination of shares of Class A Common Stock which
may be effected after March 26, 1996), (B) each issuance of
any such options, the exercise price of such options and the
other material terms of such issuance shall be approved by the
Board of Directors (and not a committee thereof), and (C) and
the provisions of Section 7.1 of this Agreement are complied
with."

16
<PAGE> 18

2.4 Elimination of Certain Restrictions On Issuance of Class A
Common Stock For Acquisitions.

(a) The definition of "Permitted Issuance" in Section 2
of the Existing Senior Certificate of Designations shall be applied and
interpreted for all purposes as though clause (i) thereof reads in its entirety
as follows:

"(i) the issuance of shares of Class A Common Stock in one or
more transactions as payment of all or a portion of the
purchase price of any business or property, or any ownership
interest in any business, acquired by the Corporation or a
Subsidiary thereof from a party that is not Lowell W. Paxson,
the Initial Management Investors (as defined in the
Stockholders Agreement) or an Affiliate or a Related Party (as
defined in the Stockholders Agreement) of Lowell W. Paxson or
the Initial Management Investors (as defined in the
Stockholders Agreement); provided that in each case (A) such
transaction (including each step thereof) is approved pursuant
to Section 7(b) hereof or, by the express terms of Section
7(b) hereof, such acquisition does not require such approval,
(B) the provisions of Section 7.1 of the Stockholders
Agreement are complied with, and (C) such transaction is
approved by the Board of Directors (not a committee thereof)."

(b) The definition of "Permitted Issuance" in Section 2
of the New Senior Certificate of Designations shall be applied and interpreted
for all purposes as though clause (i) thereof reads in its entirety as follows:

"(i) the issuance of shares of Class A Common Stock in one or
more transactions as payment of all or a portion of the
purchase price of any business or property, or any ownership
interest in any business, acquired by the Corporation or a
Subsidiary thereof from a party that is not Lowell W. Paxson,
an Initial Management Investor (as defined in the Stockholders
Agreement) or an Affiliate or a Related Party (as defined in
the Stockholders Agreement); provided that in each case (A)
such transaction (including each step thereof) is approved
pursuant to Section 7(a) hereof or, by the express terms of
Section 7(a) hereof, such acquisition does not require such
approval, (B) the provisions of Section 7.1 of the
Stockholders Agreement are complied with, and (C) such
transaction is approved by the Board of Directors (not a
committee thereof)."

17
<PAGE> 19

Section 2.4(b) of the Exchange Agreement is modified by deleting subclause (v)
thereof and replacing it with the following:

"(v) The issuance of shares of Class A Common
Stock in one or more transactions if such shares are issued as
payment of all or a portion of the purchase price of any
business or property, or any ownership interest in any
business acquired by the Company or any Subsidiary of the
Company from a party that is not Lowell W. Paxson, an Initial
Management Investor (as defined in the Stockholders Agreement)
or an Affiliate or Related Party (as defined in the
Stockholders Agreement) of Lowell W. Paxson or the Initial
Management Investors (as defined in the Stockholders
Agreement); provided that (A) the provisions of Section 7.1 of
the Stockholders Agreement are complied with, and (B) such
transaction is approved by the Board of Directors (not a
committee thereof)."

(d) Section 11.1(h) of the New Warrant Agreement is
modified by deleting subclause (1) thereof and replacing it with the following:

"(1) The issuance of shares of Class A Common
Stock in one or more transactions if such shares are issued as
payment of all or a portion of the purchase price of any
business or property, or any ownership interest in any
business acquired by the Company or any Subsidiary of the
Company, from a party that is not Lowell W. Paxson, an Initial
Management Investor (as defined in the Stockholders Agreement)
or an Affiliate or Related Party (as defined in the
Stockholders Agreement) of Lowell W. Paxson or the Initial
Management Investors (as defined in the Stockholders
Agreement); provided that (A) the provisions of Section 7.1 of
the Stockholders Agreement are complied with, and (B) such
transaction is approved by the Board of Directors (not a
committee thereof)."

(e) The definition of "Additional Securities" set forth
in Section 6.2 of the Stockholders Agreement is amended by adding the following
at the end of clause (ii) thereof:

"or securities issued in one or more transactions as payment
for all or a portion of the purchase price of any business or
property, or any ownership interest in any business, acquired
by the Company or a Subsidiary from a party that is not Lowell
W. Paxson, the Initial Management Investors or an Affiliate or
Related Party of Lowell W. Paxson or the Initial Management
Investors; provided that in each case (A) the provisions of
Section 7.1 hereof are complied with, and (B) such transaction
is approved by the Board of Directors (not a committee
thereof)."

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<PAGE> 20

2.5 Modification of Exercise of Warrants by Senior Holders.
The Existing Warrant Agreement is amended to provide that upon any exercise of
any of the Existing Warrants by any present or future holder thereof, the
Exercise Price thereof (as defined in the Existing Warrant Agreement) may, at
the option of the holder thereof, be paid in whole or in part in cash or by the
delivery to the Company (or the warrant agent under the Existing Warrant
Agreement on its behalf) of securities of the Company which have a fair market
value equal to such Exercise Price or such portion thereof as to which such
option is exercised, including, without limitation, one or more Existing
Warrants representing in the aggregate the right to receive upon exercise a
number of shares of Common Stock and other Warrant Securities (as defined in
the Existing Warrant Agreement) or other property having such a fair market
value or such number of shares of Common Stock or such kind and amount of other
Warrant Securities or other property deliverable to such Existing Warrantholder
by reason of such exercise having such a fair market value.

2.6 Revisions To Registration Rights. Notwithstanding any
provision of the Registration Rights Provisions to the contrary, the parties
agree:

(a) Any request by any Holder or Holders for a Demand
Registration pursuant to Section 2 of the Registration Rights Provisions may,
at the election of the requesting Holder or Holders by specification in the
applicable Demand Registration Request, include a request that all or any of
the Registrable Shares requested to be included in such Demand Registration be
registered under the Securities Act for offering and sale on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf
Registration"). In the event of any such request for a Shelf Registration, the
Company's Demand Registration Notice shall state that such request was for or
included a Shelf Registration. To the extent that a Demand Registration
Request is for or includes a Shelf Registration, neither the Holder or Holders
requesting such Shelf Registration nor any other Participating Holder
participating in such Shelf Registration shall be required to include in the
applicable Demand Registration Request or any other request for inclusion in
such Shelf Registration made in accordance with subsection 2(a) of the
Registration Rights Provision or otherwise provide information with respect to
the desired price range for the Registrable Shares requested to be included
therein by any Requesting Holder or the intended method or methods of
disposition or distribution thereof except to the extent and at the time or
times required in order to satisfy the requirements of Items 508 and
512(a)(1)(iii) of Regulation S-K promulgated by the SEC. The method or methods
of distribution of the Registrable Shares of any Participating Holder included
in any Shelf Registration may be any method or methods permitted by Rule 415 of
the Securities Act and any such Participating Holder may change such method or
methods of distribution at any time and from time to time while the

19
<PAGE> 21

Registration Statement relating to such Shelf Registration is required to
remain effective in accordance with the terms of subsection 2.6(b) hereof,
provided that such Participating Holder provides to the Company the information
reasonably required to permit compliance with Items 508 and 512(a)(1)(iii) of
Regulation S-K promulgated by the SEC.

(b) The Company shall use all reasonable efforts to keep
each Registration Statement filed with respect to any Shelf Registration
continuously effective for a period of two years from the date on which the SEC
declares such Registration Statement effective. Such period shall be
automatically extended by the aggregate number of days, if any, during which
any delay, deferral, postponement or suspension is in effect with respect to
such Registration Statement or any offering or distribution of Registrable
Shares covered by such Shelf Registration pursuant to subsection 2(g) of the
Registration Rights Provisions.

(c) The Company shall effect any Shelf Registration
requested pursuant to the Registration Rights Provisions and this Agreement on
a registration statement of the Company under the Securities Act on any form
for which the Company then qualifies and which permits the offering and
distribution thereunder of the number of Registrable Shares to be included
therein in accordance with the method(s) of distribution determined in
accordance with the Registration Rights Provisions and this Agreement. If, in
connection with any Existing Demand Registration (whether or not for or
including a Shelf Registration), the Company proposes to effect such
registration through the filing of a Registration Statement on a particular
registration form available for such registration under the Securities Act and
the Majority Holders with respect to such registration under the Securities Act
and the Majority Holders with respect to such Demand Registration shall advise
the Company in writing of its or their reasonable and good faith opinion that
the use of another available form is of material importance to the success of
the proposed offering or sale or other distribution contemplated, then such
Demand Registration shall be effected on such other form.

(d) The fact that a Registration Statement with regard to
a Shelf Registration is effective as of a particular time shall not prejudice
or otherwise affect the rights of the Participating Holders or any other Holder
to request a Demand Registration pursuant to Section 2 of the Registration
Rights Provisions, to participate in any such Demand Registration requested by
any other Holder of Registrable Shares or to exercise piggyback registration
rights under Section 3 of the Registration Rights Provisions. Any Holder may
withdraw all or any portion of the Registrable Shares of such Holder from a
Shelf Registration at any time or from time to time or from a Piggyback
Registration at any time prior to the effective date of the Registration
Statement related to such Piggyback Registration.

20
<PAGE> 22

(e) Except as otherwise expressly provided in the
Registration Rights Provisions with respect to the participation rights of the
Holders of Registrable Shares, neither the Company nor any other Person except
the Holders exercising a Demand Registration pursuant to subsection 2.6 hereof
shall be permitted to include any shares of Common Stock or other securities
for registration, offering, sale or distribution in any Demand Registration,
and the Company hereby represents, warrants and covenants to the Holders that
the Company has not granted and shall not grant any Person any right to so
include any such shares or other securities.

2.7 Revision To Piggyback Registration Rights Provisions. If, in
the case of any of the three Demand Registrations which may be requested by the
Holders of Existing Registrable Shares pursuant to subsection 2(c) of the
Registration Rights Provisions, any Holder or Holders of Existing Registrable
Shares who is a Participating Holder in such Demand Registration shall be
required, pursuant to subsection 2(d) or 2(e) of the Registration Rights
Provisions, to exclude from such Demand Registration any Registrable Shares
which such Holder or Holders duly requested to be included therein, then,
notwithstanding anything to the contrary contained in the Registration Rights
Provisions, such Holder or Holders may elect to require that Management
Registrable Shares requested to be included therein, if any, be excluded
therefrom before any Existing Registerable Shares are excluded therefrom and,
if such election is made, no Existing Registrable Shares shall be excluded
therefrom unless or until all Management Registrable Shares requested to be
included therein, if any, shall have been excluded therefrom; provided,
however, that such election may be exercised only once (with such one election
by any one Holder of Existing Registrable Shares precluding all other holders
of Existing Registrable Shares from ever making any such election), although
that single exercise may be with respect to any of the three Demand
Registrations which may be requested by the Holders of Existing Registrable
Shares referred to above, it being further agreed that if such election is
exercised with respect to any pending Demand Registration requested by the
Holders of Existing Registrable Shares which, by virtue of subsection 2(c) or
any other provision of the Registration Rights Provisions, does not count as
one of such three Demand Registrations which may be requested by Holders of
Existing Registrable Shares, then such election shall be deemed not to have
been exercised. Accordingly, for purposes of any such Demand Registration as
to which such an election is made, (i) all such Management Registrable Shares
shall be disregarded for purposes of determining the Majority Holders with
respect to such Demand Registration and (ii) the Allocation Percentages for
purposes thereof shall be 73.4% for the Existing Registrable Shares, 24.5% for
the BTIP/FUCV Registrable Shares, 2.1% for the Other New Registrable Share and
0 (zero)% for the Management Registrable Shares.

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<PAGE> 23

2.8 Revisions To Public Sales By The Company and Others. Section
6(a) of the Registration Rights Provisions shall be amended as follows: (i)
the phrase "nor its Affiliates (other than Holders)" in the first sentence of
Section 6(a) of the Registration Rights Provisions is deleted in its entirety
and replaced with ", its Affiliates, nor any Holder" and (ii) the first
sentence of Section 6(a) of the Registration Rights Provisions shall be further
amended by adding the following proviso thereto at the end thereof: "provided,
however, that the foregoing restriction shall in any event apply to Holders
only with respect to a Demand Registration or a Piggyback Registration which is
for an underwritten offering of equity securities of the same class or series
as any class or series as the Registrable Shares, only if and to the extent
requested by the managing underwriter or underwriters of such offering and only
with respect to the public sale or distribution by such Holders of securities
of such class or series."

2.9 Elimination of Warrant Put Rights.

(a) Section 2.4 of the Stockholders Agreement is deleted
in its entirety. The definition in Section 1.1 of the Stockholders Agreement
of the term "Exercise Period" is also deleted in its entirety.

(b) Section 2.5 of the Stockholders Agreement is amended
and restated in its entirety as follows:

"2.5 Limitations on the Company's Obligations to
Repurchase Senior Preferred Stock. The Company will not be
required to purchase Senior Preferred Stock pursuant to an
exercise of any Senior General Put (an "Existing Put") to the
extent that a violation of law or a breach of or a default or
event of default under the Existing Credit Agreement, any
other material credit agreement, indenture or other
contractual obligation of any Company Party would result
(whether with notice, lapse of time or under applicable law);
provided, however, that the Company will comply with Section
2.2(e) hereof and also take, and cause the other Company
Parties to take, all reasonable lawful actions to avoid or
cure such violation, breach, default or event of default and
enable the Company to make such purchase to the fullest extent
reasonably possible without thereby being rendered insolvent,
including, without limitation (subject to the voting and other
rights of the Existing Investors and the New Investors
hereunder and of holders of the Preferred Stock, Warrants and
Warrant Shares generally, including without limitation any
such rights as set forth in the Existing Senior Certificate of
Designations, the new Senior Certificate of Designations, the
Junior Certificate of Designations, the Certificate of
Incorporation of the Company, the bylaws of the Company

22
<PAGE> 24

or pursuant to applicable law): (i) the sale of additional
equity securities, (ii) any necessary action under applicable
law to reduce the Company's stated capital or otherwise
increase the Company's surplus or other funds legally
available, (iii) additional borrowings by, or a refinancing
of, any Company Party, (iv) asset sales by any Company Party
and (v) sales of one or more Company Parties to third parties.
Any such actions enumerated in (i)-(v) of the preceding
sentence that are taken by the Company will be subject to
Section 8.

2.10 Acquisition of WFSJ-FM. In connection with the Company's
proposed acquisition of all of the outstanding capital stock
of Todd Communications Inc. ("TCI") (by merger with a
Subsidiary of the Company or otherwise), a corporation owned
by members of Lowell W. Paxson's family that owns WFSJ-FM, in
consideration for the issuance by the Company to the
stockholders of TCI shares of Class A Common Stock having an
approximate value of $1,700,000 (with each such share being
valued at the price which a share of Class A Common Stock is
offered to the public in the Proposed Offering), with the
Company or TCI promptly thereafter repaying TCI's indebtedness
in the approximate amount of $1,600,000 to Lowell W. Paxson,
the Holders agree that:

(a) The appraisal report of substantially all of the
assets of WFSJ-FM, dated December 1, 1995, setting
forth an appraised value therefor of $5,000,000
shall be a sufficient basis for the Board of
Directors' determination of the "Fair Market Value"
of the stock of TCI, in lieu of the Company obtaining
an opinion of an "Investment Banking Firm" as
required by Section 12(e)(i) of the Existing Warrant
Agreement and Section 11(e)(i) of the New Warrant
Agreement.

(b) Any requirement under Subsection 7.1(a) or (b) of the
Stockholders Agreement to obtain the opinion of an
"Appraiser" with respect to the Company's proposed
acquisition of TCI is waived.

(c) The shares of Class A Common Stock to be issued to
the stockholders of TCI in the transaction described
above shall be deemed "Additional Securities" under
the Stockholders Agreement.

2.11 Issuance of Class A Common Stock upon exercise of New
Warrants. For the benefit of any Person who may now or
hereafter hold any New Warrant or any share of Class C Common
Stock issued upon the exercise of any New Warrant, the Company
agrees that, at any time after 90 days after

23
<PAGE> 25

the closing of the Proposed Offering and from time to time at
the request of any such holder, the Company will issue to such
holder one (1) validly issued, fully paid and nonassessable
share of Class A Common Stock in exchange for each share of
Class C Common Stock which such holder requests that the
Company exchange therefor, without the payment of any
additional consideration by such holder; provided that any
such holder shall have the right to require the Company to
effect any such issuance and exchange only to that extent
that, after giving effect to such issuance and exchange,
neither such holder nor any of its Affiliates nor any "group"
(as that term is used in Rule 13d-5(b) under the Securities
Exchange Act of 1934 as in effect March 26, 1996) of Persons
of which such holder (or any of its Affiliates) is a member
shall be the "beneficial owner" (as that term is defined in
Rule 13d-3 under the Securities Exchange Act as in effect
March 26, 1996) of 5% or more of the issued and outstanding
shares of Class A Common Stock. Any such exchange shall be
requested by written notice to the Company, which may be given
in connection with the exercise of any New Warrant, and will
be effected by the Company promptly (but in any event within
five (5) business days) thereafter, and any such notice will
be accompanied by the stock certificate, if any, which
evidences the share(s) of Class C Common Stock to be so
exchanged. All provisions of the Stockholders Agreement, the
New Purchase Agreement, the New Warrant Agreement and any
other agreement to which the Company is a party and which
applies to any share of Class C Common Stock which is so
surrendered shall apply to any share of Class A Common Stock
which is so issued as if such share of Class A Common Stock
were still the share of Class C Common Stock exchanged
therefor.

3. Conditions to Effectiveness of Provisions of Section 2. The
provisions of Section 2 shall automatically become effective simultaneously
with each of the following conditions having been satisfied on or prior to May
1, 1996 (and an executive officer executing a certificate on behalf of the
Company to the Holders and making such certificate available at the closing of
the Proposed Offering for receipt by the Holders that such satisfaction has
occurred):

(a) The Company consummating the sale for the Company's
account in the Proposed Offering pursuant to an effective registration
statement under the Securities Act of shares of the Company's Class A Common
Stock, with such sale (i) resulting in the immediate receipt by the Company of
gross cash proceeds of not less than $103,000,000, and (ii) at a price to the
public of at least $10.00 per share of Class A Common Stock sold (as such
amount per

24
<PAGE> 26

share may be proportionately decreased to reflect any stock dividend, stock
split or other subdivision of shares of Class A Common Stock which may be
effected after March 26, 1996 and as such per share amount may be
proportionately increased to reflect any reverse stock split or other
combination of shares of Class A Common Stock which may be effected after March
26, 1996).

(b) The Holders having been permitted to register under
such registration statement for sale to the underwriters in connection with the
Proposed Offering the shares of the Class A Common Stock or Warrants owned by
them in accordance with Section 1 hereof at the same net cash price per share
as the shares sold for the Company's account, less, in the case of a sale of
Warrants to the underwriters, an additional amount equal to the aggregate
exercise price payable upon the exercise of any Warrants (determined in
accordance with their terms) sold by such party to the underwriters, and such
sale by the Holders to the underwriters of such shares or Warrants at such net
price being consummated.

(c) All representations and warranties of the Company
contained in this Agreement shall be true and correct when made and on the date
when all other conditions set forth in this Section 3 have been satisfied, and
as of such date the Company shall have performed in all material respects all
obligations and agreements, and complied in all material respects with all
covenants and conditions, contained in this Agreement or in any other
instrument or document referred to herein to be performed or complied with by
it prior to or on such date.

(d) No action, suit, proceeding or investigation will
have been instituted which seeks to restrain, restrict or prohibit or impose
substantial penalties or damages with respect to (or any other materially
adverse relief or remedy in connection with), and no injunction, restraining or
similar order issued by a court of competent jurisdiction or by any federal or
state regulatory or administrative agency will be in effect that restrains,
restricts or prohibits or imposes substantial penalties or damages with respect
to (or any other materially adverse relief or remedy in connection with) the
consummation of any of the transactions contemplated hereby.

(e) No Persons except the Company and the parties named
on Schedule I shall sell Common Stock or Warrants to the underwriters in the
Proposed Offering.

If any of the foregoing conditions shall not have been satisfied on or
prior to May 1, 1996, then a Majority- in-Interest of the Senior Holders, a
Majority-in-Interest of the Junior Holders or a Majority-in-Interest of the
Initial Management Investors, in any of their sole discretion, may at any time
thereafter, but prior to the consummation of the aforementioned public
offering, elect to terminate this Agreement by not fewer than five days'
advance

25
<PAGE> 27

written notice to the Company to such effect. If such conditions shall have
been satisfied on or prior to such date or the expiration of any such five-day
period, then the provisions of Section 2 hereof shall take effect as of the
date of satisfaction of the last of such conditions to be satisfied. If such
conditions have not been satisfied on or prior to the expiration of any such
five-day period, the provisions of Sections 1 and 2 hereof shall automatically
without further obligation or liability of any party hereto terminate and none
of the amendments, modifications or interpretations of any of the documents
referenced herein shall become effective.

4. Representations and Warranties of the Company To Each of the
Holders and Initial Management Investors. The Company represents and warrants
to each of the Holders and Initial Management Investors as follows: (i) the
Company has all requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement and to consummate the transactions
contemplated hereby, (ii) the execution and delivery of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary corporate action (including all
stockholder approvals and other action), (iii) this Agreement has been duly
executed and delivered by the Company and constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms (except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, or by principles governing the availability of equitable
remedies), (iv) the execution and delivery of this Agreement by the Company and
the consummation by it of the transactions contemplated hereby and compliance
with the provisions hereof will not conflict with, or result in any violation
of or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of any obligation
or to the loss of a material benefit under, or result in the creation of any
lien, claim or encumbrance upon any of the properties or assets of the Company
or any subsidiary of the Company under, (I) the certificate of incorporation or
bylaws of the Company or the comparable organization documents of any
subsidiary of the Company, (II) any contract to which the Company or any
subsidiary of the Company is a party or by which any of them or their
respective properties or assets are bound, or (III) subject to the governmental
filings and other matters referred to in the following sentence, any
Requirement of Law applicable to the Company or any subsidiary of the Company
or its respective properties or assets, and (v) no consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Authority or other Person is required by or with respect to the Company or any
Subsidiary in connection with the execution, delivery or performance of this
Agreement (excluding Section 1 hereof, the Proposed Offering and the
transactions contemplated

26
<PAGE> 28

thereby and by the underwriting documents related to the Proposed Offering) by
the Company or the consummation of any of the transactions contemplated hereby,
except for such consents, approval, orders, authorizations, registrations,
declarations and filings which, if not obtained or made, would not be,
individually or in the aggregate, material.

5. Representations and Warranties of Each Holder and Initial
Management Investor. Each Holder and Initial Management Investor (as
applicable), severally and not jointly, and with respect to itself only and not
with respect to any other Holder or Initial Management Investor, represents and
warrants to the Company and each other Holder and Initial Management Investor
that (i) this Agreement has been duly executed and delivered by such Holder or
Initial Management Investor (as applicable); (ii) the execution, delivery and
performance by such Holder or Initial Management Investor (as applicable) of,
and the consummation by such Holder or Initial Management Investor (as
applicable) of the transactions contemplated by, this Agreement have been duly
and validly authorized by all necessary partnership action on the part of such
Holder or Initial Management Investor (as applicable), if such Holder or
Initial Management Investor (as applicable) is a partnership, or by all
necessary corporate action on the part of such Holder or Initial Management
Investor (as applicable), if such Holder or Initial Management Investor (as
applicable) is a corporation; (iii) this Agreement constitutes a legal, valid
and binding obligation of such Holder or Initial Management Investor (as
applicable) enforceable in accordance with its terms, except that (A) such
enforceability may be subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights and (B) such enforceability may be subject to
general principles of equity (regardless of whether enforcement is considered
in a proceeding in equity or at law); (iv) in the case of each Holder, such
Holder owns all of the Preferred Stock and Warrants it acquired from the
Company, except that each Senior Holder no longer owns the Warrants such Senior
Holder exercised pursuant to the Exchange Agreement; (v) no consent, approval,
order or authorization of, or registration, declaration or filing with, any
Governmental Authority or other Person is required by or with respect to such
Holder or Initial Management Investor in connection with the execution and
delivery or performance of this Agreement (excluding Section 1 hereof, the
Proposed Offering and the transactions contemplated thereby and by the
underwriting documents related to the Proposed Offering) by such Holder or
Initial Management Investor, except for such consents, approvals, orders,
authorizations, registrations, declarations and filings which, if not obtained
or made, would not be, individually or in the aggregate, material.

27
<PAGE> 29

6. No Joint Obligations of Holders, Initial Management Investors,
and Company. Each Holder, Initial Management Investor and the Company shall be
(i) obligated hereunder only with respect to those covenants and agreements
which by their terms are applicable to such party, and no such party shall have
any liability with respect to any other party's obligations hereunder and (ii)
separately and independently entitled to rely on the representations and
warranties of each other party made to each party in this Agreement, and to the
benefit of all agreements, covenants, obligations and commitments of each other
party made with or to such party herein. Without limiting the generality of
the preceding sentence, no provision of this Agreement shall be construed as
creating any concept of "group" liability.

7. Miscellaneous.

7.1 Survival of Provisions. The representations and warranties of
the parties made in or pursuant to this Agreement shall survive the
consummation of any of the transactions contemplated hereby, in each case
regardless of any investigation that may have been or may be made by or on
behalf of any other party.

7.2 Communications. All notices and other communications required
or permitted by this Agreement shall be in writing, and, (i) if to any Holder
or the Initial Management Investors, addressed to such Investor at such
Holder's or Initial Management Investor's address specified in the Stockholders
Agreement or at such other address as such Holder or Initial Management
Investor may designate in a written notice to the Company and (ii) if to the
Company, to Paxson Communications Corporation, 601 Clearwater Park Road, West
Palm Beach, FL 33401, Attention: General Counsel, or to such other address as
the Company may designate in a written notice to each Holder or Initial
Management Investor. All notices and other communications required or
permitted by this Agreement shall be deemed to have been duly given if
personally delivered to the intended recipient at the proper address determined
pursuant to this Section 7.2 or sent to such recipient at such address by
registered or certified mail, return receipt requested, Express Mail, Federal
Express or similar overnight delivery service for next Business Day delivery or
by telegram, telex or facsimile transmission and will be deemed given, unless
earlier received: (1) if sent by certified or registered mail, return receipt
requested, five calendar days after being deposited in the United States mail,
postage prepaid; (2) if sent by Express Mail, Federal Express or similar
overnight delivery service for next Business Day delivery, the next Business
Day after being entrusted to such service, with delivery charges prepaid or
charged to the sender's account; (3) if sent by telegram or telex or facsimile
transmission, on the date sent, and (4) if delivered by hand, on the date of
delivery.

28
<PAGE> 30

7.3 Binding Effect; Successors and Assigns; Entire Agreement.
Except as expressly provided in this Agreement, nothing in this Agreement,
express or implied, is intended or shall be construed to confer upon or give
any Person (including creditors, stockholders, Affiliates of the Company or any
underwriter or prospective underwriter with respect to the Proposed Offering)
other than the parties hereto any remedy or claim under or by reason of this
Agreement or any term, covenant or condition hereof, all of which shall be for
the sole and exclusive benefit of the parties. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective successors, heirs, executors, legal representatives and
permitted assigns; provided, however, that, except as otherwise specifically
permitted or contemplated by this Agreement, neither this Agreement nor any of
the rights, interests or obligations of the Company hereunder shall be assigned
or delegated by the Company without the prior written consent of the Holders,
other than any provision herein which modifies another agreement referenced
herein, which shall be assignable or delegatable by the Company as permitted in
such other document. The provisions of Section 2.5 hereof shall inure to the
benefit of, and be enforceable by, each present and future holder of any
Existing Warrant. The provisions of Section 2.6 hereof shall inure to the
benefit of, and be enforceable by, each present and future Holder of
Registrable Shares. The provisions of Section 2.7 hereof shall inure to the
benefit of, and be enforceable by, each present and any future Holder of an
Existing Registrable Share. The provisions of Section 2.11 hereof shall inure
to the benefit of, and be enforceable by, each present and future Holder of any
New Warrants or any Class C Common Stock issued upon the exercise of any New
Warrant. This Agreement sets forth the entire agreement and understanding
among the parties hereto as to the specific subject matter hereof and merges
and supersedes all prior discussions, agreements and understandings of any and
every nature among them with respect to such subject matter. In the event of
any conflict or inconsistency between the provisions of this Agreement and the
provisions of the Exchange Agreement or any other Transaction Agreement, the
provisions of this Agreement shall govern.

7.4 Amendments and Waivers. The provisions of this Agreement,
including the provision of this sentence, may not be amended, modified or
supplemented unless approved in writing by each of (a), the Company, (b)
Management Investors holding a Majority-in-Interest of the Common Stock held by
the Management Investor Group, (c) Senior Holders holding a
Majority-in-Interest of the Shares of each Class held by the Senior Holders,
and (d) Junior Holders holding a Majority-in-Interest of the Shares of each
Class held by the Junior Holders. Except as specifically waived and modified
hereby, each of the Certificates of Designations, the Stockholders Agreement,
and all agreements and other documents heretofore executed and delivered among
the Company and/or any or all of the Holders will remain in full force and
effect and are

29
<PAGE> 31

hereby ratified and confirmed, and the execution and delivery of this Agreement
will not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Holder under any of the Certificates of
Designations, the Stockholders Agreement, or any such other agreement or
document. Without limiting the foregoing, the agreements and modifications set
forth in this Agreement will be limited precisely as set forth herein, and
nothing in this Agreement will be deemed (i) to constitute a waiver of
compliance by any party hereto with respect to, or modification of, any other
provision or condition of any of the Certificates of Designations, the
Stockholders Agreement, or any such other agreement or document; or (ii) to
prejudice any right or remedy that any party hereto may now have or may have in
the future under or in connection with any of the Certificates of Designations,
the Stockholders Agreement, or any such other agreement or document.

7.5 Governing Law. This Agreement will be governed by, and will
be construed in accordance with, the laws of the state of New York, without
regard to conflict or choice of law principles of the state of New York which
might otherwise cause the internal laws of any other jurisdiction to be
applied.

7.6 Interpretation. The headings of the sections contained in
this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not affect the meaning or interpretation of
this Agreement.

7.7 No Implied Waivers. No action taken pursuant to this
Agreement, including, without limitation, any investigation by or on behalf of
any party, shall be deemed to constitute a waiver by the party taking such
action of compliance with any representations, warranties, agreements,
covenants, obligations or commitments contained herein or made pursuant hereto.
The waiver by any party of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any preceding or succeeding breach
and no failure by any party to exercise any right, privilege or remedy
hereunder shall be deemed a waiver of such party's rights, privileges or
remedies hereunder or shall be deemed a waiver of such party's rights to
exercise the same at any subsequent time or times hereunder.

7.8 Counterparts. This instrument may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one instrument. This Agreement will become effective
when executed by either (a) all of the parties hereto, or (b) each of (i) the
Company, (ii) each Initial Management Investor, (iii) a Majority-in-Interest of
holders of Senior Preferred Stock and (iv) a Majority-in-Interest of holders of
the Junior Preferred Stock, and an opinion of counsel to the Company addressed
to the Holders that the failure of all of the parties hereto executing this
Agreement shall not prevent this

30
<PAGE> 32

Agreement from becoming effective against the Company, the Initial Management
Investors and all of the Holders in accordance with the terms hereof.

7.9 Fees and Expenses. Whether or not the Proposed Offering is
consummated or the provisions of Section 2 ever become effective, the Company
covenants and agrees to pay promptly the Holders' reasonable costs and expenses
in connection with the negotiation, preparation, review, execution, delivery
and performance of this Agreement and any and all other agreements,
instruments, certificates and other documents furnished pursuant hereto or in
connection herewith including the fees and disbursements of the Holders'
respective legal counsel; provided, however, that the Company shall not be
required to pay costs and expenses required to be paid by the Holders under
Section 4 of the Registration Rights Provisions or any costs or expenses of a
Holder that breaches any agreement or covenant in this Agreement or any
agreement contemplated to be delivered by or on behalf of such holder hereby.

7.10 Further Assurances. Each party shall cooperate and take such
actions as may be reasonably requested by another party in order to carry out
the provisions and purposes of this Agreement and the transactions contemplated
hereby. If the provision of Section 2 hereof becomes effective as provided in
Section 3 hereof, such actions shall include, but not be limited to, the
parties promptly taking (at the Company's expense) all such corporate and other
actions as may be reasonably requested of each such party by the Company
(including action required under any applicable Requirements of Law) to amend
the Existing Senior Certificates of Designations, the New Senior Certificate of
Designations or the Company's certificate of incorporation to provide therein
for the changes thereto set forth herein and to consent to or vote in favor of
each such amendment if the same is presented to it by the Company for a vote or
written consent, as the case may be; provided, the Company shall not be
required to obtain any additional approval of any party hereto to accomplish
any such action.

31
<PAGE> 33

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective as provided herein.

COMPANY

PAXSON COMMUNICATIONS CORPORATION

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

INITIAL MANAGEMENT INVESTORS

SECOND CRYSTAL DIAMOND, L.P. PAXSON ENTERPRISES, INC.

By: Paxson Enterprises, Inc. By:
Its: General Partner ------------------------------
Name:
-------------------------
Title:
------------------------
By:
----------------------------
Name:
-----------------------
Title:
----------------------

32
<PAGE> 34
<TABLE>
SENIOR HOLDERS

<S> <C>
SANDLER MEZZANINE PARTNERS, L.P. SANDLER MEZZANINE FOREIGN
PARTNERS, L.P.

By: Sandler Mezzanine General By: Sandler Mezzanine General
Partnership Partnership
Its: General Partner Its: General Partner

By: MJM Media Corp. By: MJM Media Corp.
Its: General Partner Its: General Partner

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

SANDLER MEZZANINE T-E NATIONAL UNION FIRE INSURANCE
PARTNERS, L.P. COMPANY OF PITTSBURGH, PA

By: Sandler Mezzanine General By:
Partnership ---------------------------------------------
Name:
----------------------------------------
Its: General Partner Title:
---------------------------------------

By: MJM Media Corp.
Its: General Partner

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

JUNIOR HOLDERS

BT INVESTMENT PARTNERS, INC. FIRST UNION CORPORATION OF
VIRGINIA

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

PARIBAS NORTH AMERICA, INC. UNION VENTURE CORPORATION

<PAGE> 1

EXHIBIT 10.53.1
<PAGE> 2

OPTION AGREEMENT

THIS OPTION AGREEMENT (the "Option Agreement") is entered into as of
January 24, 1996 by and between PAXSON COMMUNICATIONS OF PHOENIX-13, INC., a
Florida corporation ("Paxson"), and CHANNEL 13 OF FLAGSTAFF, INC., a Florida
corporation ("CNI-13").

R E C I T A L S

A. CNI-13 has entered into an Asset Purchase Agreement dated as
of August 31, 1995, as amended, with Michael C. Gelfand, M.D., and Del Ray
Television Company, Inc., pursuant to which CNI-13 has agreed to acquire
substantially all of the assets (the "Assets") that are used or useful in the
business and operations of Television Station KWBF-TV, Channel 13, Flagstaff,
Arizona (the "Station"), including, without limitation, the licenses issued by
the Federal Communications Commission ("FCC") for the Station (the "FCC
Licenses").

B. Paxson and CNI-13 have entered into a Loan Agreement of even
date herewith, pursuant to which Paxson has agreed to make a loan or loans to
CNI-13 to enable CNI-13 to purchase the Station and for working capital and
operating expenses relating to the Station (the "Loans").

C. Paxson and CNI-13 have entered into a Time Brokerage Agreement
of even date herewith, pursuant to which Paxson shall provide programming for
broadcast on the Station.

D. CNI-13 desires to grant to Paxson an exclusive and irrevocable
option to purchase the Assets, including the FCC Licenses, on the terms and
conditions set forth herein.

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

1. Grant of Option. In consideration for the making of the
Loans, the receipt and sufficiency of which are hereby acknowledged, CNI-13
hereby grants to Paxson an exclusive and irrevocable option to acquire the
Assets, including the FCC Licenses (the "Option") for a purchase price of One
Hundred Thousand Dollars ($100,000) payable upon the closing of the Option
Purchase Agreement (as defined in Section 3 below) and the forgiveness of the
Loans upon the closing of the Option Purchase Agreement.

2. Notice of Exercise. Paxson may deliver to CNI-13 written
notice of Paxson's intention to exercise the Option (the "Option

<PAGE> 3

Notice") at any time following the date hereof and prior to the termination of
the Option as set forth in Section 4.

3. Option Purchase Agreement. Within three (3) business days
following CNI-13's receipt of the Option Notice, CNI-13 and Paxson shall enter
into an Asset Purchase Agreement that contains such terms and conditions as are
customarily included in such agreements and is in form and substance reasonably
acceptable to Paxson and CNI-13 (the "Option Purchase Agreement"), and
thereafter CNI-13 and Paxson shall perform their respective obligations under
the Option Purchase Agreement, including, without limitation, filing and
prosecuting an appropriate application for FCC consent to the assignment of the
FCC Licenses from CNI-13 to Paxson (the "FCC Consent").

4. Termination of Option. The Option shall remain in full force
and effect until the tenth anniversary of the date hereof.

5. Representations and Warranties of CNI-13. CNI-13 represents
and warrants to Paxson as follows:

(a) CNI-13 is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida and is
duly qualified to conduct business as a foreign corporation in the State of
Arizona. CNI-13 has full corporate power and authority to execute and deliver
this Option Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Option Agreement and the consummation of the
transactions contemplated hereby by CNI-13 have been duly and validly
authorized by all necessary corporate action on the part of CNI-13. This
Option Agreement has been duly and validly executed and delivered by CNI-13 and
constitutes a legal, valid and binding agreement of CNI-13 enforceable against
CNI-13 in accordance with its terms, except as such enforceability may be
affected by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and by judicial discretion in the enforcement of equitable remedies.

(b) Except for the FCC Consent, there is no requirement
applicable to CNI-13 to make any filing with, or to obtain any permit,
authorization, consent or approval of, any governmental or regulatory authority
or any other third party as a condition to the consummation by CNI-13 of the
transactions contemplated by this Option Agreement and the Option Purchase
Agreement.

(c) Subject to obtaining the FCC Consent, the execution,
delivery and performance of this Option Agreement and the Option Purchase
Agreement by CNI-13 will not (i) conflict with CNI-13's

- 2 -

<PAGE> 4

organizational documents, (ii) result in a default (or give rise to any right
of termination, cancellation or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, agreement, or lease to
which CNI-13 is a party or by which any of the FCC Licenses or the other Assets
are bound, or (iii) violate any statute, law, rule, regulation, order, writ,
injunction or decree applicable to CNI-13, the FCC Licenses or the other
Assets.

6. Representations and Warranties of Paxson. Paxson represents
and warrants to CNI-13 as follows:

(a) Paxson has full corporate power and authority to
execute and deliver this Option Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Option Agreement and
the consummation of the transactions contemplated hereby by Paxson have been
duly and validly authorized by all necessary corporate action on the part of
Paxson. This Option Agreement has been duly and validly executed and delivered
by Paxson and constitutes a legal, valid and binding agreement of Paxson
enforceable against Paxson in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by judicial discretion in the
enforcement of equitable remedies.

(b) Except for the FCC Consent, there is no requirement
applicable to Paxson to make any filing with, or to obtain any permit,
authorization, consent or approval of, any governmental or regulatory authority
or any other third party as a condition to the consummation by Paxson of the
transactions contemplated by this Option Agreement and the Option Purchase
Agreement.

(c) Subject to obtaining the FCC Consent, the execution,
delivery and performance of this Option Agreement and the Option Purchase
Agreement by Paxson will not (i) conflict with Paxson's organizational
documents, (ii) result in a default (or give rise to any right of termination,
cancellation or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, agreement, or lease to which Paxson is a party or
by which any of its assets are bound, or (iii) violate any statute, law, rule,
regulation, order, writ, injunction or decree applicable to Paxson.

7. Covenants of CNI-13. CNI-13 will not commit any act that is
inconsistent with the grant of the Option to Paxson or the transactions
contemplated by this Option Agreement and the Option Purchase Agreement.

8. Cooperation. CNI-13 and Paxson shall cooperate fully with
each other and their respective counsel and accountants in

- 3 -

<PAGE> 5

connection with any steps required to be taken as part of their respective
obligations under this Option Agreement and the Option Purchase Agreement and
will each use their respective best efforts to perform or fulfill all
conditions and obligations to be performed or fulfilled by them under this
Option Agreement and the Option Purchase Agreement so that the transactions
contemplated hereby shall be consummated.

9. Specific Performance. The parties recognize that if CNI-13
breaches this Option Agreement and refuses to perform under the provisions of
this Option Agreement, monetary damages alone would not be adequate to
compensate Paxson for its injury. Paxson shall therefore be entitled, in
addition to any other remedies that may be available, including money damages,
to obtain specific performance of the terms of this Option Agreement. If any
action is brought by Paxson to enforce this Option Agreement, CNI-13 shall
waive the defense that there is an adequate remedy at law.

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

If to CNI-13: James L. West
The Christian Network, Inc.
14444 66th Street North
Clearwater, Florida 34624

If to Paxson: Lowell W. Paxson
Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401

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
10.

- 4 -

<PAGE> 6

Agreement may be modified only by an agreement in writing executed by all of
the parties hereto. No waiver of compliance with any provision of this Option
Agreement or the Option Purchase Agreement will be effective unless evidenced
by an instrument evidenced in writing and signed by the parties hereto.

12. Further Assurances. From time to time after the date of
execution hereof, the parties shall take such further action and execute such
further documents, assurances and certificates as either party reasonably may
request of the other to effectuate the purposes of this Option Agreement.

13. Counterparts. This Option Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and shall become
effective when each of the parties hereto shall have delivered to it this
Option Agreement duly executed by the other parties hereto.

14. Headings. The headings in this Option Agreement are for the
sole purpose of convenience of reference and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this
Option Agreement.

15. Governing Law. This Option Agreement shall be construed under
and in accordance with the laws of the State of Florida, without giving effect
to the principles of conflicts of law.

16. Benefit and Binding Effect; Assignability. This Option
Agreement shall inure to the benefit of and be binding upon CNI-13, Paxson and
their respective successors and permitted assigns. No party hereto may assign
this Option Agreement without the prior written consent of the other parties
hereto, except that Paxson at any time prior to the consummation of the
transactions contemplated by this Option Agreement may assign its rights and
obligations under this Option Agreement without CNI-13's consent to any entity
controlled by or under common control with Paxson. Upon any permitted
assignment by a party in accordance with this Section 16, all references to
"Paxson" herein shall be deemed to be references to Paxson's assignee and all
references to "CNI-13" herein shall be deemed to be references to CNI-13's
assignee, as the case may be. Notwithstanding the foregoing, CNI-13 and Paxson
may collaterally assign their respective rights, benefits, duties or
obligations hereunder to their respective lenders.

17. Confidentiality. Except as necessary for the consummation of
the transaction contemplated by this Option Agreement, and except as and to the
extent required by law, each

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<PAGE> 7

party will keep confidential any information obtained from the other party in
connection with the transactions contemplated by this Option Agreement. If
this Option Agreement is terminated, each party will return to the other party
all information obtained by the such party from the other party in connection
with the transactions contemplated by this Option Agreement.

18. Press Release. No party shall publish any press release, make
any other public announcement or otherwise communicate with any news media
concerning this Option Agreement or the transactions contemplated hereby
without the prior written consent of the other party.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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<PAGE> 8

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

PAXSON COMMUNICATIONS OF
PHOENIX-13, INC.

By: /s/ William L. Watson
-------------------------------
William L. Watson
Secretary

CHANNEL 13 OF FLAGSTAFF, INC.

By: /s/ James L. West
-------------------------------
James L. West
Chairman

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<PAGE> 1
EXHIBIT 10.65.1

<PAGE> 2

EXHIBIT 10.65.1

TIME BROKERAGE AGREEMENT

TIME BROKERAGE AGREEMENT, made this 26th day of January, 1996, by and
between Channel 13 of St. Louis, Inc., a Florida corporation (the "Licensee"),
and Paxson Communications of St. Louis-13, Inc., a Florida corporation (the
"Programmer").

WHEREAS, Licensee owns and operates Television Station WCEE(TV), Mt.
Vernon, Illinois (the "Station"), pursuant to authorizations issued by the
Federal Communications Commission ("FCC").

WHEREAS, Programmer is involved in television station programming and
operation.

WHEREAS, the Licensee wishes to retain Programmer to provide
programming for the Station that is in conformity with Station policies and
procedures, FCC policies for time brokerage arrangements, and the provisions
hereof.

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

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

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

SECTION 1. LEASE OF STATION AIR TIME

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

1.2 Effective Date; Term. The effective date of this Agreement
shall be the date of consummation of Licensee's acquisition of the Station
following FCC approval (the "Closing"). It shall continue in force for an
initial term of ten years from that date unless otherwise extended or
terminated as set forth below.
<PAGE> 3

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

1.4 Option to Renew. Subject to the termination provisions of
Section 6 hereof, this Agreement may be renewed for an additional term as
mutually agreed upon by the Licensee and the Programmer.

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

1.6 Licensee Operation of Station. Licensee will have full
authority, power and control over the management and operations of the Station
during the term of this Agreement and during any renewal of such term.
Licensee will bear all responsibility for Station's compliance with all
applicable provisions of the Communications Act of 1934, as amended, (the
"Act") the rules, regulations and policies of the FCC and all other applicable
laws. Licensee shall be solely responsible for and pay in a timely manner all
operating costs of the Station, including but not limited to maintenance of the
studio and transmitting facility and costs of electricity, except that
Programmer shall be responsible for the costs of its programming as provided in
Sections 1.8 and 2.3 hereof. Licensee shall employ at its expense management
level and other employees consisting of a General Manager and such operational
and other personnel as outlined in the budget previously provided to
Programmer, who will direct the day-to-day operations of the Station, and who
will report to and be accountable to the Licensee. Licensee shall be
responsible for the salaries, taxes, insurance and related costs for all
personnel employed by the Station and shall maintain insurance satisfactory to
Programmer covering the Station's transmission facilities. During the term of
the Agreement and any renewal hereof, Programmer agrees to perform, without
charge, routine monitoring of the Station's transmitter performance and tower
lighting by remote control, if and when requested by Licensee.
<PAGE> 4

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

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

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

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

1.9 Contracts. Programmer will enter into no third-party
contracts, leases or agreements which will bind Licensee in any way except with
Licensee's prior written approval.
<PAGE> 5

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SECTION 2. STATION OBLIGATIONS TO ITS COMMUNITY OF LICENSE

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

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

2.3 Responsibility for Employees and Expenses. Programmer shall
employ and be solely responsible for the salaries, taxes, insurance and related
costs for all personnel used in the production of its programming (including,
but not limited to, salespeople, technical staff, traffic personnel, board
operators and programming staff). Licensee will provide and be responsible for
the Station personnel necessary for the broadcast transmission of its own
programs (including, without limitation, the Station's General Manager and such
operational and other personnel as may be necessary or appropriate), and will
be responsible for the salaries, taxes, benefits, insurance and related costs
for all the Licensee's employees used in the broadcast transmission of its
programs and necessary to other aspects of Station operation.
<PAGE> 6

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Whenever on the Station's premises, all personnel shall be subject to the
overall supervision of Licensee's General Manager.

SECTION 3. STATION PROGRAMMING POLICIES

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

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

3.3 Programmer Compliance with Copyright Act. Programmer
represents and warrants to Licensee that Programmer has full authority to
broadcast its programming on the Station, and that Programmer shall not
broadcast any material in violation of the Copyright Act. All music supplied
by Programmer shall be: (i) licensed by ASCAP, SESAC or BMI; (ii) in the
public domain; or (iii) cleared at the source by Programmer. Licensee will
maintain ASCAP, BMI and SESAC licenses as necessary. The right to use the
programming and to authorize its use in any manner shall be and remain vested
in Programmer.
<PAGE> 7

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

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

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

3.7 Cooperation on Programming. Programmer and Licensee mutually
acknowledge their interest in ensuring that the Station serves the needs and
interests of viewers in Mt. Vernon and the surrounding service area and agree
to cooperate to provide such service. Licensee shall, on a regular basis,
assess the issues of concern to residents of Mt. Vernon and the surrounding
area and address those issues in its public service programming. Programmer,
in cooperation with Licensee, will endeavor to ensure that programming
responsive to the needs and interests of the community of license and
surrounding area is broadcast, in compliance with applicable FCC requirements.
Licensee will describe those issues and the programming that is broadcast in
response to those issues and place issues/programs lists in the Station's
public inspection file as required by FCC rules. Further,
<PAGE> 8

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Licensee may request, and Programmer shall provide, information concerning such
of Programmer's programs as are responsive to community issues so as to assist
Licensee in the satisfaction of its public service programming obligations.
Licensee shall also evaluate the local need for children's educational and
informational programming and shall inform Programmer of its conclusions in
that regard. Licensee, in cooperation with Programmer, will ensure that
educational and informational programming for children is broadcast over the
Station in compliance with applicable FCC requirements. Programmer shall also
provide Licensee upon request such other information necessary to enable
Licensee to prepare records and reports required by the Commission or other
local, state or federal government entities.

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

SECTION 4. INDEMNIFICATION

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

4.2 Licensee's Indemnification. Licensee shall indemnify and hold
harmless Programmer from and against any and all claims, losses, consents,
liabilities, damages, FCC forfeitures and expenses (including reasonable legal
fees and other expenses incidental thereto) of every kind, nature and
description, arising out of Licensee's operations and broadcasts to the extent
permitted by law and any action taken by the Licensee or its employees and
agents with respect to the Station, or any failure by Licensee or its employees
and agents to take any action with respect to the Station.

4.3 Limitation. Neither Licensee nor Programmer shall be entitled
to indemnification pursuant to this section unless such claim for
indemnification is asserted in writing delivered to the other party.
<PAGE> 9

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

SECTION 5. ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE

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

5.2 Political Advertising. Programmer shall cooperate with
Licensee to assist Licensee in complying with all rules of the FCC regarding
political broadcasting. Licensee shall promptly supply to Programmer, and
Programmer shall promptly supply to Licensee, such information, including all
inquiries concerning the broadcast of political advertising, as may be
necessary to comply with FCC rules and policies, including the lowest unit
rate, equal opportunities, reasonable access, political file and related
requirements of federal law. Licensee, in consultation with Programmer, shall
develop a statement which discloses its political broadcasting policies to
political candidates, and Programmer shall follow those policies and rates in
the sale of political programming and advertising. In the event that
Programmer fails to satisfy the political broadcasting requirements under the
Act and the rules and regulations of the FCC and such failure inhibits Licensee
in its compliance with the political broadcasting requirements of the FCC, then
to the extent reasonably necessary to assure such compliance, Programmer shall
either provide rebates to political advertisers or release broadcast time
and/or advertising availabilities to Licensee at no cost to Licensee.
<PAGE> 10

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SECTION 6. TERMINATION AND REMEDIES UPON DEFAULT

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

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

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

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

(e) by either party upon six months written notice to
the other party.

6.2 Termination Requirements and Procedures.

(a) Programmer may terminate this Agreement pursuant to
Section 6.1(e) hereof only if it pays Licensee an amount equal to six times the
monthly compensation due for the month preceding the notice of termination by
Programmer pursuant to Attachment I.

(b) Licensee may terminate this Agreement pursuant to
Section 6.1(e) hereof only if it pays Programmer an amount equal to six times
the monthly compensation due for the month preceding the notice of termination
by Licensee pursuant to Attachment I.
<PAGE> 11

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

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

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

SECTION 7. MISCELLANEOUS

7.1 Assignment.

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

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

7.2 Call Letters. Upon request of Programmer, subject to the
consent of the Licensee, Licensee shall apply to the FCC for authority to
change the call letters of the Station (with the consent of the FCC) to such
call letters that Programmer shall reasonably designate. Licensee must
coordinate with Programmer any proposed changes to the call letters of the
Station before taking any action to change such letters.
<PAGE> 12

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

7.4 Entire Agreement. This Agreement and the Attachments hereto
embodies the entire agreement and understanding of the parties relating to the
operation of the Station. No amendment, waiver of compliance with any
provision or condition hereof, or consent pursuant to this Agreement will be
effective unless evidenced by an instrument in writing signed by the parties.

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

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

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

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

To Programmer: Paxson Communications of St. Louis-13, Inc.
601 Clearwater Park Road
West Palm Beach, FL 33401
Telecopy: (407) 659-4252
Telephone: (407) 659-4122

<PAGE> 13

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To Licensee: Channel 13 of St. Louis, Inc.
14444 66th Street North
Clearwater, FL 34624
Telecopy: (813) 530-0671
Telephone: (813) 536-0036

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

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

7.10 Arbitration. Any dispute arising out of or related to this
Agreement that Licensee and Programmer are unable to resolve by themselves
shall be settled by arbitration in Miami, Florida by a panel of three
arbitrators. Licensee and Programmer shall each designate one disinterested
arbitrator and the two arbitrators designed shall select the third arbitrator.
The persons selected as arbitrators need not be professional arbitrators, and
persons such as lawyers, accountants and bankers shall be acceptable. Before
undertaking to resolve a dispute, each arbitrator shall be duly sworn
faithfully and fairly to hear and examine the matters in controversy and to
make a just award according to the best of his or her understanding. The
arbitration hearing shall be conducted in accordance with the commercial
arbitration rules of the American Arbitration Association. The written
decision of a majority of the arbitrators shall be final and binding on
Licensee and Programmer. The costs and expenses of the arbitration proceeding
shall be assessed between Licensee and Programmer in a manner to be decided by
a majority of the arbitrators, and the assessment shall be set forth in the
decision and award of the arbitrators. Judgment on the award, if it is not
paid within thirty days, may be entered in any court having jurisdiction over
the matter. No action at law or in equity based upon any claim arising out of
or related to this Agreement shall be instituted in any court by Licensee or
Programmer against the other except: (i) an action to compel arbitration
<PAGE> 14

- 13 -

pursuant to this Section; or (ii) an action to enforce the award of the
arbitration panel rendered in accordance with this Section.

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

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 15

- 14 -

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

LICENSEE: CHANNEL 13 OF ST. LOUIS, INC.

By: /s/ James L. West
-----------------------------
James L. West
Chairman

PROGRAMMER: PAXSON COMMUNICATIONS OF
ST. LOUIS-13, INC.

By: /s/ William L. Watson
----------------------------
William L. Watson
Secretary

<PAGE> 16

ATTACHMENT I

Compensation Schedule

Upon execution of this Agreement, Programmer shall have paid Licensee
a fee equal to Seven Thousand Dollars ($7,000). Programmer shall also
reimburse Licensee on a monthly basis for Licensee's payment of Station
expenses listed on Attachment II upon receipt from the Licensee of a
certificate (with attached invoices, etc.) documenting payment of those
expenses.

Payments shall be made by delivery of a check to Licensee at an
address to be designated.
<PAGE> 17

ATTACHMENT II

Categories of Anticipated Station Expenses

(1) Lease and Utility Payments

(2) Employee Salaries and Benefits

(3) Property Insurance and Taxes

(4) Fees, Licenses and Professional Fees

(5) Miscellaneous Station Expenses

(6) Equipment Repair and Replacement

(7) Programming Expenses
<PAGE> 18

ATTACHMENT III

Broadcast Station Programming Policy Statement
<PAGE> 19

BROADCAST STATION PROGRAMMING POLICY STATEMENT

The following sets forth the policies generally applicable to the
presentation of programming and advertising over Television Station WCEE(TV),
Mt. Vernon, Illinois. All programming and advertising broadcast by the station
must conform to these policies and to the provisions of the Communications Act
of 1934, as amended [the "Act"], and the Rules and Regulations of the Federal
Communications Commission ["FCC"].

Station Identification

The station must broadcast a station identification announcement once an hour
as close to the hour as feasible in a natural break in the programming. The
announcement must include (1) the station's call letters (currently, WCEE);
followed immediately by (2) the station's city of license (Mt. Vernon,
Illinois).

Broadcast of Telephone Conversations

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

Sponsorship Identification

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

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

Prior to any sponsored broadcast involving political matters or controversial
issues, the station shall obtain a list of the chief executive officers,
members of the executive committee or board of directors of the sponsoring
organization and shall place this list in the station's public inspection file.
<PAGE> 20

- 2 -

Payola/Plugola

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

Rebroadcasts

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

Fairness

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

Personal Attacks

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

Political Editorials

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

Political Broadcasting

All "uses" of the station by legally qualified candidates for elective office
shall be in accordance with the Act and the FCC's Rules and policies, including
without limitation, equal opportunities requirements, reasonable access
requirements, lowest unit charge requirements and similar rules and
regulations.
<PAGE> 21

- 3 -
Obscenity and Indecency

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

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

Billing

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

Contests

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

Hoaxes

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

Children's Programming

The station shall broadcast reasonable amounts of educational and informational
programming designed for children aged 16 years and younger.
<PAGE> 22

- 4 -

Children's Advertising

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

Emergency Information

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

Lottery

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

Advertising

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

Programming Prohibitions.

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

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

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

Commercial Disparagement. Any unfair disparagement of competitors or
competitive goods.
<PAGE> 23

- 5 -

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

Violence. Any programs which are excessively violent.

Unauthenticated Testimonials. Any testimonials which cannot be
authenticated.
<PAGE> 24

ATTACHMENT IV

Payola Statement
<PAGE> 25

FORM OF PAYOLA AFFIDAVIT

City of ________________________ )
)
County of ______________________ ) SS:
)
State of _______________________ )

ANTI-PAYOLA/PLUGOLA AFFIDAVIT

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

1. He is _____________________ for _____________________.
Position

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

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

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

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

6. Nothing contained herein is intended to, or shall prohibit receipt or
acceptance of anything with the expressed knowledge and approval of my
employer, but henceforth any such approval must be given in writing by
someone expressly authorized to give such approval.
<PAGE> 26

- 2 -

7. He, his spouse and his immediate family do___ do not___ have
any present direct or indirect ownership interest in (other
than an investment in a corporation whose stock is publicly
held), serve as an officer or director of, whether with or
without compensation, or serve as an employee of, any person,
firm or corporation engaged in:

1. The publishing of music;

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

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

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

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

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

8. The facts and circumstances relating to such interest are none____ as
follows___:
______________________________________________________________________

_______________________________________________________________________

______________________________
Affiant

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

__________________________________________
Notary Public

My Commission expires: ___________________.

<PAGE> 1

EXHIBIT 10.65.2

<PAGE> 2

EXHIBIT 10.65.2

OPTION AGREEMENT

THIS OPTION AGREEMENT (the "Option Agreement") is entered into as of
January 26, 1996 by and between PAXSON COMMUNICATIONS OF ST. LOUIS-13, INC., a
Florida corporation ("Paxson"), and CHANNEL 13 OF ST. LOUIS, INC., a Florida
corporation ("CNI-13").

RECITALS

A. CNI-13 has entered into an Asset Purchase Agreement dated as of August
25, 1995, with McEntee Broadcasting, Inc., pursuant to which CNI-13 has agreed
to acquire substantially all of the assets (the "Assets") that are used or
useful in the business and operations of Television Station WCEE-TV, Channel 13,
Mt. Vernon, Illinois (the "Station"), including, without limitation, the
licenses issued by the Federal Communications Commission ("FCC") for the Station
(the "FCC Licenses").

B. Paxson and CNI-13 have entered into a Loan Agreement of even date
herewith, pursuant to which Paxson has agreed to make a loan or loans to CNI-13
to enable CNI-13 to purchase the Station and for working capital and operating
expenses relating to the Station (the "Loans").

C. Paxson and CNI-13 have entered into a Time Brokerage Agreement of even
date herewith, pursuant to which Paxson shall provide programming for broadcast
on the Station.

D. CNI-13 desires to grant to Paxson an exclusive and irrevocable option to
purchase the Assets, including the FCC Licenses, on the terms and conditions set
forth herein.

1. Grant of Option. In consideration for the making of the Loans, the
receipt and sufficiency of which are hereby acknowledged, CNI-13 hereby grants
to Paxson an exclusive and irrevocable option to acquire the Assets, including
the FCC Licenses (the "Option") for a purchase price of One Hundred Thousand
Dollars ($100,000) payable upon the closing of the Option Purchase Agreement
(as defined in Section 3 below) and the forgiveness of the Loans upon the
closing of the Option Purchase Agreement.

2. Notice of Exercise. Paxson may deliver to CNI-13 written notice of
Paxson's intention to exercise the Option (the "Option Notice") at any time
following the date hereof and prior to the tenth anniversary of the date hereof
(the "Termination Date").

<PAGE> 3

3. Option Purchase Agreement. Within three (3) business days following
CNI-13's receipt of the Option Notice, CNI-13 and Paxson shall enter into an
Asset Purchase Agreement that contains such terms and conditions as are
customarily included in such agreements and is in form and substance reasonably
acceptable to Paxson and CNI-13 (the "Option Purchase Agreement"), and
thereafter CNI-13 and Paxson shall perform their respective obligations under
the Option Purchase Agreement, including, without limitation, filing and
prosecuting an appropriate application for FCC consent to the assignment of the
FCC Licenses from CNI-13 to Paxson (the "FCC Consent").

4. Control of the Station. Prior to the closing of the transactions
contemplated by the Option Purchase Agreement, Paxson shall not, directly or
indirectly, control, supervise, direct, or attempt to control, supervise, or
direct, the operations of the Station, such operations, including complete
control and supervision of all of the Station programs, employees, and policies,
shall be the sole responsibility of CNI-13 until the closing of the transactions
contemplated by the Option Purchase Agreement.

5. Representations and Warranties of CNI-13. CNI-13 represents and
warrants to Paxson as follows:

(a) CNI-13 is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida and is duly qualified to
conduct business as a foreign corporation in the State of Illinois. CNI-13 has
full corporate power and authority to execute and deliver this Option Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Option Agreement and the consummation of the transactions
contemplated hereby by CNI-13 have been duly and validly authorized by all
necessary corporate action on the part of CNI-13. This Option Agreement has
been duly and validly executed and delivered by CNI-13 and constitutes a
legal, valid and binding agreement of CNI-13 enforceable against CNI-13 in
accordance with its terms, except as such enforceability may be affected by
bankruptcy, insolvency or similar laws affecting creditors' rights generally
and by judicial discretion in the enforcement of equitable remedies.

(b) Except for the FCC Consent, there is no requirement applicable to
CNI-13 to make any filing with, or to obtain any permit, authorization, consent
or approval of, any governmental or regulatory authority or any other third
party as a condition to the consummation by CNI-13 of the transactions
contemplated by this Option Agreement and the Option Purchase Agreement.

(c) Subject to obtaining the FCC Consent, the execution, delivery and
performance of this Option Agreement and the Option Purchase Agreement by
CNI-13 will not

- 2 -
<PAGE> 4

(i) conflict with CNI-13's organizational documents, (ii) result in a
default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, agreement, or lease to which CNI-13 is a party or by which any
of the FCC Licenses or the other Assets are bound, or (iii) violate any
statute, law, rule, regulation, order, writ, injunction or decree applicable to
CNI-13, the FCC Licenses or the other Assets.

6. Representations and Warranties of Paxson. Paxson represents and
warrants to CNI-13 as follows:

(a) Paxson has full corporate power and authority to execute and
deliver this Option Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Option Agreement and the
consummation of the transactions contemplated hereby by Paxson have been duly
and validly authorized by all necessary corporate action on the part of Paxson.
This Option Agreement has been duly and validly executed and delivered by
Paxson and constitutes a legal, valid and binding agreement of Paxson
enforceable against Paxson in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by judicial discretion in the
enforcement of equitable remedies.

(b) Except for the FCC Consent, there is no requirement applicable to
Paxson to make any filing with, or to obtain any permit, authorization, consent
or approval of, any governmental or regulatory authority or any other third
party as a condition to the consummation by Paxson of the transactions
contemplated by this Option Agreement and the Option Purchase Agreement.

(c) Subject to obtaining the FCC Consent, the execution, delivery and
performance of this Option Agreement and the Option Purchase Agreement by
Paxson will not (i) conflict with Paxson's organizational documents, (ii)
result in a default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, agreement, or lease to which Paxson is a party or by which any
of its assets are bound, or (iii) violate any statute, law, rule, regulation,
order, writ, injunction or decree applicable to Paxson.

8. Cooperation. CNI-13 and Paxson shall cooperate fully with each other
and their respective counsel and accountants in connection with any steps
required to be taken as part

- 3 -

<PAGE> 5

of their respective obligations under this Option Agreement and the Option
Purchase Agreement and will each use their respective best efforts to perform
or fulfill all conditions and obligations to be performed or fulfilled by them
under this Option Agreement and the Option Purchase Agreement so that the
transactions contemplated hereby shall be consummated.

9. Specific Performance. The parties recognize that if CNI-13 breaches
this Option Agreement and refuses to perform under the provisions of this Option
Agreement, monetary damages alone would not be adequate to compensate Paxson for
its injury. Paxson shall therefore be entitled, in addition to any other
remedies that may be available, including money damages, to obtain specific
performance of the terms of this Option Agreement. If any action is brought by
Paxson to enforce this Option Agreement, CNI-13 shall waive the defense that
there is an adequate remedy at law.

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

If to CNI-13: James L. West
The Christian Network, Inc.
14444 66th Street North
Clearwater, Florida 34624

If to Paxson: Lowell W. Paxson
Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401

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 10.

11. Entire Agreement; Amendment. This Option Agreement and the Option
Purchase Agreement supersede all prior agreements and understandings of the
parties, oral and written, with respect to its subject matter. This Option
Agreement and the Option Purchase Agreement may be modified only by an agreement
in writing executed by all of the parties hereto. No waiver of compliance with
any provision of this Option Agreement or the Option Purchase

- 4 -

<PAGE> 6

Agreement will be effective unless evidenced by an instrument evidenced in
writing and signed by the parties hereto.

12. Further Assurances. From time to time after the date of execution
hereof, the parties shall take such further action and execute such further
documents, assurances and certificates as either party reasonably may request of
the other to effectuate the purposes of this Option Agreement.

13. Counterparts. This Option Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and shall become
effective when each of the parties hereto shall have delivered to it this Option
Agreement duly executed by the other parties hereto.

14. Headings. The headings in this Option Agreement are for the sole
purpose of convenience of reference and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Option
Agreement.

15. Governing Law. This Option Agreement shall be construed under and in
accordance with the laws of the State of Florida, without giving effect to the
principles of conflicts of law.

16. Benefit and Binding Effect; Assignability. This Option Agreement shall
inure to the benefit of and be binding upon CNI-13, Paxson and their respective
successors and permitted assigns. No party hereto may assign this Option
Agreement without the prior written consent of the other parties hereto, except
that Paxson at any time prior to the consummation of the transactions
contemplated by this Option Agreement may assign its rights and obligations
under this Option Agreement without CNI-13's consent to any entity controlled by
or under common control with Paxson. Upon any permitted assignment by a party in
accordance with this Section 16, all references to "Paxson" herein shall be
deemed to be references to Paxson's assignee and all references to "CNI-13"
herein shall be deemed to be references to CNI-13's assignee, as the case may
be. Notwithstanding the foregoing, CNI-13 and Paxson may assign their respective
rights, benefits, duties or obligations hereunder to their respective lenders as
collateral security for the respective obligations of CNI-13 and Paxson to such
lenders.

17. Confidentiality. Except as necessary for the consummation of the
transaction contemplated by this Option Agreement, and except as 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 Option
Agreement. If this Option Agreement is

- 5 -

<PAGE> 7

terminated, each party will return to the other party all information obtained
by the such party from the other party in connection with the transactions
contemplated by this Option Agreement.

18. Press Release. No party shall publish any press release, make any
other public announcement or otherwise communicate with any news media
concerning this Option Agreement or the transactions contemplated hereby without
the prior written consent of the other party.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

<PAGE> 8

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

PAXSON COMMUNICATIONS OF
ST. LOUIS-13, INC.

By: /s/ William L. Watson
--------------------------------
William L. Watson
Secretary

CHANNEL 13 OF ST. LOUIS, INC.

By: /s/ James L. West
--------------------------------
James L. West
Chairman

- 7 -

<PAGE> 1

EXHIBIT 10.65.3
<PAGE> 2
EXHIBIT 10.65.3

January 25, 1995
Mr. William J. McEntee, Jr.
McEntee Broadcasting, Inc.
2001 Palm Beach Lakes Blvd.
West Palm Beach, FL 33409

Dear Mr. McEntee:

Paxson Communications Corp. ("Buyer"), through an affiliated entity to be
formed, hereby proposes to purchase all of the assets, including real property,
tangible and intangible personal or mixed properties (the "Assets"), used or
useful in the operation of Television Station WCEE-TV, Mt. Vernon, Illinois
(the "Station") licensed to McEntee Broadcasting, Inc. ("Seller"), free and
clear of all debts, liens, encumbrances or other liabilities, subject to the
following terms and conditions:

1. At the closing (the "Closing") to be held on a date set by Buyer
within ten (10) business days after the consent of the Federal
Communications Commission ("FCC") to the transfer of the broadcast
license for the Station (and any auxiliary licenses) has become a
final order no longer subject to judicial or administrative review
(subject to waiver of such final order requirement in the sole
discretion of Buyer), Seller will sell the Assets to Buyer in
accordance with the provisions of a definitive Asset Purchase
Agreement as described in Paragraph 2 below (the "Purchase
Agreement").

2. The Purchase Agreement shall, among other terms customary in
transactions of this nature, include the following terms:

(a) The purchase price for the Assets shall be paid in part by
THREE MILLION TWO HUNDRED THOUSAND DOLLARS ($3,200,000)
payable in cash at Closing.

(b) The Assets shall not include Seller's cash or cash
equivalents, books and records pertaining to corporate
organization, employee pension and other benefit plans or
collective bargaining agreements.
<PAGE> 3

Page 2

<TABLE>
<S> <C>
ASCAP, BMI, SESAC UPI News & Turner News each with a
30-day cancellation
Minolta Copy Lease Mt. Vernon Sales Office Lease
Mary Kell Bowers Texaco Pipeline Tower Space Lease
Transmitter Site Lease Consolidated Communications, Inc.
Tower Space Lease
</TABLE>

Buyer will not assume any cash programming contracts
whatsoever. Buyer will assume a negative advertising trade
balance of $25,000.

(d) The Purchase Price shall be subject to normal closing
prorations.

(e) The obligations of the parties to consummate the proposed
transaction shall be subject to receipt of any required
consents or authorizations and other conditions usual and
customary in transactions of this nature.

(g) Non-competition agreements shall be provided for, containing
terms and conditions mutually agreed upon by the parties,
including a restrictive covenant prohibiting Sellers from
competing against Buyer in the business of radio or television
broadcasting in any area served by the Station for a term of
three (3) years, and 2% of the total consideration shall be
attributable to the non-competition agreement.

(h) Buyer or Seller may terminate the Purchase Agreement without
penalty or liability (except in the event of a default of a
party) if for any reason the Closing thereunder has not taken
place by December 31, 1995. Notwithstanding any other
provision in the Purchase Agreement, Buyer shall not be
obligated to Close until the fourth quarter of 1995, at a time
and place of its choosing.

(i) Buyer shall not be obligated to consummate the Purchase
Agreement if there is a material adverse change in the
Station's tangible properties during the period from the date
of the Purchase Agreement until Closing.

(j) Seller shall pay all federal, state and local sales or
transfer taxes arising from the conveyance of the Assets to
Buyer.
<PAGE> 4

Page 3

3. Buyer shall deposit with First Union National Bank, the sum of THREE
HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) upon execution of
the Purchase Agreement, (the "Deposit") pursuant to an Escrow Deposit
Agreement, among the parties. In the event that the Buyer wrongfully
fails to close and Seller has fully complied with the terms of the
Purchase Agreement, then only in that event Buyer shall forfeit the
Deposit to Seller as liquidated damages and as the exclusive remedy of
Seller against Buyer.

4. The parties shall in good faith endeavor to prepare and negotiate a
Purchase Agreement acceptable to each party in its discretion, to be
executed by Seller and a subsidiary of Buyer no later than February
28, 1995. If the Purchase Agreement is not executed by February 28,
1995, then the terms of this letter shall expire without any liability
to either Seller or Buyer.

5. From the date of its execution of this letter until the sooner of (i)
the execution of a Purchase Agreement or (ii) the termination of the
obligations of the parties hereunder, Seller shall not seek, transfer,
convey or otherwise dispose of, with or without consideration, any
assets used or useful in or relating to the Station other than in the
ordinary course of business.

6. Buyer shall be afforded, from and after the date hereof, reasonable
opportunity to inspect the Stations and the books and records of the
Seller. Until such a time as a Purchase Agreement may be executed
which shall supersede this letter, this proposal is contingent upon
and subject to proper confirmation and verification by Buyer of the
financial and other information made available to Buyer by the Seller,
review of further financial or other information relating to the
purchase of the Assets and operation of the Station as may be
requested by Buyer, and inspection of the assets and technical
facilities of the Station, all to the satisfaction of Buyer in its
sole discretion.

7. Buyer and Seller each agree that it will use its best efforts to keep
confidential (except for disclosure requirements of federal or state
securities laws and securities markets along with such disclosure to
attorneys, bankers, underwriters investors, etc. as may be appropriate
in the furtherance of this transaction) all information of a
confidential nature obtained by it from the other (including the terms
of this proposal and the identity of Buyer) in connection with the
transactions contemplated by this letter, and in the event that such
transactions are not consummated, will return to the other all
documents and other materials obtained from the other in connection
therewith.

Page 4

consent of each other party hereto, except that any party may make any
disclosure required to be made by it under applicable law (including
federal or state securities laws and the regulations of securities
markets) if it determines in good faith that it is appropriate to do
so and gives prior notice to each other party hereto.

9. From the proceeds of the sale, Seller shall satisfy its obligations
for a brokerage commission due and payable to Force Communications and
shall hold Buyer harmless from any obligation thereunder.

10. Seller agrees that until February 28, 1995, or earlier if the parties
mutually determine that they are unable to enter into the Purchase
Agreement, it shall not offer or seek to offer, or entertain or
discuss any offer, to sell the Station, nor shall it permit its owners
to offer, to seek to offer, or entertain or discuss any offer to sell,
any interest in the Station to third parties.

11. Except for paragraphs 4, 5, 6, 7, 8, 9, 10 and Paragraph 11 which
shall be legally binding in accordance with their respective terms,
neither this letter nor the acceptance hereof is intended to, and nor
shall it create a binding legal obligation, and the understanding set
forth herein is subject to the execution of the Purchase Agreement.

12. Buyer may assign its rights and obligations under this letter to an
affiliated entity, upon which assignment Buyer's rights and
obligations hereunder shall terminate. Such affiliated entity shall
be the signatory to the Purchase Agreement.

13. This proposal shall expire at 5:00 P.M., Eastern Standard Time on
January 27, 1995, unless earlier accepted by Seller. Acceptance by
Seller shall be evidenced by the signature of the president of Seller
on this Letter of Intent provided to Buyer prior to 5:00 P.M., January
27, 1995.

Please indicate your acceptance of the terms and conditions of this proposal by
signing in the space provided below.

Paxson Communications Corp. McEntee
Broadcasting, Inc.

By: /s/ William L. Watson By:
----------------------------------- -------------------------------

<PAGE> 1

EXHIBIT 10.67
<PAGE> 2
EXHIBIT 10.67

PAXSON COMMUNICATIONS CORPORATION

February 24, 1996

Mr. Russ Oasis
New Age Broadcasting, Inc.
3191 Coral Way
Miami, FL 33145

Dear Mr. Oasis:

Paxson Communications Corporation ("Paxson"), or its assignee, whose
performance will be guaranteed by Paxson ("Buyer"), hereby proposes to purchase
all of the assets, including real property, tangible and intangible personal or
mixed properties (the "Assets"), used or useful in the operation of Radio
Stations WXDJ-FM, Homestead, FL and WRMA-FM, Ft. Lauderdale, FL (the
"Stations") licensed to New Age Broadcasting, Inc. and The Seventies
Broadcasting Corporation respectively (collectively the "Seller"), free and
clear from all debts, liens, encumbrances or other liabilities, subject to the
following terms and conditions:

1. At the closing (the "Closing") to be held on a date set by Buyer
within ten (10) business days after the consent of the Federal
Communications Commission ("FCC") to the transfer of the broadcast
licenses for the Stations (and any auxiliary licenses) has become a
final order no longer subject to judicial or administrative review
(subject to waiver of such final order requirement in the sole
discretion of Buyer), Seller will sell the Assets to Buyer in
accordance with the provisions of a definitive Asset Purchase
Agreement as described in Paragraph 2 below (the "Purchase
Agreement").

2. The Purchase Agreement shall, among other terms customary in
transactions of this nature, include the following terms:

(a) The Purchase Price for the Assets shall be, at Seller's option
which is to be made prior to the execution of the Purchase
Agreement, either:

- ONE HUNDRED FIFTEEN MILLION DOLLARS ($115,000,000)
payable as follows at Closing: cash of NINETY-TWO
MILLION DOLLARS ($92,000,000) plus One Million Two
Hundred Seventy-Seven Thousand Seven Hundred Seventy
Eight (1,277,778) shares of Class A Common Stock of
Paxson (the "Paxson Stock") having a per share value
of Eighteen Dollars ($18.00) representing the
remaining TWENTY-THREE MILLION DOLLARS ($23,000,000)
of the Purchase Price. At Seller's election, to be
made thirty (30) days prior to Closing on the
<PAGE> 3
Mr. Russ Oasis
February 24, 1996
Page 2
- --------------------------------------------------------------------------------

Purchase Agreement, the cash portion of the Purchase
Price at Closing may be in the form of a Letter of
Credit with interest accruing on the cash security
deposit in Seller's favor. The Paxson Stock shall
have a per share value of Eighteen Dollars ($18.00).
Should the per share value of the Paxson Stock be
below $18.00 at Closing, Paxson will fund the
difference with additional shares of Paxson Class A
Common Stock. The Paxson Stock will be unregistered
stock and Paxson agrees to register the Paxson Stock
on the same terms and conditions as its Preferred
stockholder, Sandler Media, Inc.; or

- ONE HUNDRED SEVEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($107,500,000) payable in cash at Closing.
At Seller's election, to be made thirty (30) days
prior to the Closing on the Purchase Agreement, this
sum may be in the form of a Letter of Credit with
interest accruing on the cash security deposit in
Seller's favor.

(b) The Assets shall not include Sellers' cash or cash
equivalents, insurance policies, prepayments and deposits,
accounts receivable, books and records pertaining to corporate
organization, employee pension and other benefit plans or
collective bargaining agreements.

(c) Buyer will review and agree to consider assuming certain
existing contracts of Seller relating to the Stations and the
assumed contracts shall be set forth in the Purchase
Agreement. Buyer wishes to enter into an employment agreement
with Russ Oasis on mutually acceptable terms and conditions to
be negotiated in connection with the Purchase Agreement.

(d) The Purchase Price shall be subject to normal closing
prorations.

(f) Representations, warranties and covenants shall be set forth
relating to the Assets that are usual and customary in
transactions of this nature and which shall survive the
Closing for twelve (12) months; provided, however, that there
is no time limitation on indemnification for third party
claims.
<PAGE> 4
Mr. Russ Oasis
February 24, 1996
Page 3
- --------------------------------------------------------------------------------

(g) Non-competition agreement shall be provided for, containing
terms and conditions mutually agreed upon by the parties,
including a restrictive covenant prohibiting Seller and Alan
Potamkin from competing against Buyer in the business of
Spanish radio broadcasting in any area served by the Stations
for a term of two (2) years, and 2% of the cash consideration
shall be attributable to the non-competition agreement. Mr.
Russ Oasis will become an employee of Buyer at the Stations.

(i) Buyer shall not be obligated to consummate the Purchase
Agreement if there is a material adverse change in the
Stations' tangible properties during the period from the date
of the Purchase Agreement until Closing.

(j) Seller shall pay all federal, state and local sales or
transfer taxes arising from the conveyance of the Assets to
Buyer. Buyer and Seller shall split all filing fees for the
FCC and the Federal Trade Commission.

3. Buyer shall deposit with First Union National Bank, a sum equal to
five percent (5%) of the Purchase Price in cash along upon execution
of the Purchase Agreement, (the "Deposit") pursuant to an Escrow
Deposit Agreement, among the parties. The Deposit will increase to
ten percent (10%) of the Purchase Price if Closing has not occurred
prior to August 1, 1996. In the event that the Buyer wrongfully fails
to close and Seller has fully complied with the terms of the Purchase
Agreement, then only in that event Buyer shall forfeit the Deposit to
Seller as liquidated damages and as the exclusive remedy of Seller
against Buyer.

4. The parties shall in good faith endeavor to prepare and negotiate a
Purchase Agreement acceptable to each party in its discretion, to be
executed by Seller and Buyer no later than March 22, 1996. If the
Purchase Agreement is not executed by March 22, 1996, then the terms
of this letter shall expire without any liability to either Seller or
Buyer.

5. From the date of its execution of this letter until the sooner of (i)
the execution of a Purchase Agreement or (ii) the termination of the
obligations of the parties hereunder, Seller shall not seek to
transfer, convey or otherwise dispose of, with or without
consideration, any assets used or useful in or relating to the
Stations other than in the ordinary course of business.
<PAGE> 5
Mr. Russ Oasis
February 24, 1996
Page 4
- --------------------------------------------------------------------------------

6. Each Party shall be afforded, from and after the date hereof,
reasonable opportunity to inspect the books and records of the other.
Until such a time as a Purchase Agreement may be executed which shall
supersede this letter, this proposal is contingent upon and subject to
proper confirmation and verification by each party of the financial
and other information made available to such party by the other,
review of further financial or other information relating to the
purchase of the Assets and operation of the Stations and Buyer as may
be requested by each party, and inspection of the assets and technical
facilities of the Stations, all to the satisfaction of each party in
its sole discretion. Finally, on or before March 7, 1996, Seller
shall use its best efforts to supply to Buyer the information called
for on Attachment I hereto relating to the Stations.

8. Buyer and Seller shall jointly prepare and determine the timing of,
any press release, or other announcement to the public or the news
media relating to the execution of this letter. No party hereto will
issue any press release or make any other public announcement relating
to the transactions contemplated by this letter without the prior
consent of each other party hereto, except that any party may make any
disclosure required to be made by it under applicable law (including
federal or state securities laws and the regulations of securities
markets) if it determines in good faith that it is appropriate to do
so and gives prior notice to each other party hereto.

9. Seller agrees that until March 22, 1996, or earlier if the parties
mutually determine that they are unable to enter into the Purchase
Agreement, it shall not offer or seek to offer, or entertain or
discuss any offer, to sell the Stations, nor shall it permit its
owners to offer, to seek to offer, or entertain or discuss any offer
to sell, any interest in the Stations to third parties.
<PAGE> 6
Mr. Russ Oasis
February 24, 1996
Page 5
- --------------------------------------------------------------------------------

10. Except for paragraphs 4, 5, 6, 7, 8, and Paragraph 9 which shall be
legally binding in accordance with their respective terms, neither
this letter nor the acceptance hereof is intended to, and nor shall it
create a binding legal obligation, and the understanding set forth
herein is subject to the execution of the Purchase Agreement.

11. Buyer may assign its rights and obligations under this letter to a
third party so long as Paxson guarantees such party's obligations
under the Purchase Agreement.

12. This proposal shall expire at 5:00 P.M., Eastern Standard Time on
February 26, 1996, unless earlier accepted by Seller. Acceptance by
Seller shall be evidenced by the signatures of authorized personnel of
Seller on this Letter of Intent provided to Buyer prior to 5:00 P.M.,
February 26, 1996.

Please indicate your acceptance of the terms and conditions of this proposal by
signing in the space provided below.

Paxson Communications Corporation New Age Broadcasting, Inc.

By: /s/ Lowell W. Paxson By: /s/ Russell Oasis
-------------------------------------------- --------------------------

Its: Chairman Its: President
------------------------------------------- -------------------------

The Seventies Broadcasting Corporation

By: /s/ Russell Oasis
--------------------------------------------

Its: President
-------------------------------------------

<PAGE> 1

EXHIBIT 10.68
<PAGE> 2

EXHIBIT 10.68

TIME BROKERAGE AGREEMENT

TIME BROKERAGE AGREEMENT, made this 17th day of December, 1993, by and
between Bradenton Broadcasting Television, Co., Ltd., a Florida limited
partnership (the "Licensee") and The Christian Network, a Florida non-profit
corporation (the "Programmer").

WHEREAS Licensee holds a construction permit for TV Broadcast Station
WTBG-TV, Channel 66, Bradenton, Florida (the "Station") pursuant to
authorizations issued by the Federal Communications Commission ("FCC").

WHEREAS Programmer is involved in broadcast station programming.

WHEREAS the Licensee wishes to retain Programmer to provide
programming for the Station that is in conformity with Station and FCC policies
for time brokerage arrangements and as set forth herein.

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

WHEREAS Programmer and Licensee agree to work in a cooperative fashion
to make their time brokerage agreement work to the benefit of both parties and
as contemplated in this Agreement.

<PAGE> 3

- 2 -

WHEREAS, Programmer and Licensee are simultaneously entering into an
Agreement providing for the sale of Licensee's limited partner and an option
for the sale of the Station.

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

Section 1

Lease of Station Air Time

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

1.2 Effective Date; Term. The effective date of this Agreement
shall be the date the station begins broadcasting pursuant to FCC program test
authority. It shall continue in force for an initial term of thirty (30) months
from that date unless otherwise extended or terminated as set forth below.

1.3 Scope. During the term hereof, Licensee shall make available
to Programmer time on the Station as set forth in this Agreement. Programmer
will have the right to produce its programming from its own existing studio and
production facilities. Programmer shall deliver such programming, at its
expense, to the Station's transmitter facilities or other authorized remote
control points via reasonable means of its choice, including microwave or
satellite. If delivery is via microwave or satellite, Programmer will install
and maintain any

<PAGE> 4

- 3 -

necessary microwave or satellite receive equipment. Subject to Licensee's
reasonable approval, as set forth in this Agreement, Programmer shall provide
programming of its selection complete with commercial matter, news, public
service announcements and other suitable programming to the Licensee up to one
hundred sixty-four (164) hours per week, and an additional two hours per week
of children's programming that complies with the rules and policies of the FCC
and is acceptable to Licensee.

1.4 Extension of Term. Subject to the termination provisions of
Section 6 hereof, Programmer and Licensee may agree to extend the initial term
of this Agreement for an additional 18 months. Notice of an intent to extend
this Agreement must be delivered to the other Party no later than ninety (90)
days prior to expiration of the initial term. The consideration to be paid
during such extension period shall be as set forth in Attachment I.

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

1.6 Licensee Operation of Station. Licensee will have full
authority, power and control over the operations of the Station during the term
of this Agreement and during any extension of such term. Licensee will bear all
responsibility for Station's compliance with all applicable provisions of the
Communications Act of 1934, as amended, the rules, regulations

<PAGE> 5

- 4 -

and policies of the FCC and all other applicable laws. Licensee shall be solely
responsible for and pay in a timely manner all construction and operating costs
of the Station, including but not limited to maintenance of the studio and
transmitting facility and costs of electricity except that Programmer shall be
responsible for the costs of its programming as provided in Sections 1.8 and
2.3 hereof. Licensee shall employ at its expense management level employees
consisting of, at a minimum, a General Manager and Chief Engineer, who will
direct the day-to-day operations of the Station, and who will report to and be
accountable to the Licensee. Licensee shall be responsible for the salaries,
taxes, insurance and related costs for all personnel employed by the Station
and shall maintain insurance satisfactory to Programmer covering the Station's
transmission facilities.

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

(a) Licensee owns and holds all licenses and other
permits and authorizations necessary for the construction of the Station as
presently specified by the FCC and such licenses, permits and authorizations
are and will be in full force and effect. As soon as reasonably possible,
Licensee will obtain all other licenses and permits and authorizations
necessary for the operation of the station and maintain such licenses, permits
and authorizations in full force and effect.

<PAGE> 6

- 5 -

There is not now pending, or to Licensee's best knowledge, threatened, any
action by the FCC or by any other party to revoke, cancel, suspend, refuse to
renew or modify adversely any of such licenses, permits or authorizations. To
the best of its knowledge, Licensee is not in material violation of any
statute, ordinance, rule, regulation, policy, order or decree of any federal,
state or local entity, court or authority having jurisdiction over it or the
Station, which would have an adverse effect upon the Licensee, its Assets, the
Station or upon Licensee's ability to perform this Agreement. Licensee shall
not take any action or omit to take any action which would have an adverse
impact upon the Licensee, its Assets, the Station or upon Licensee's ability to
perform this Agreement. All reports and applications required to be filed with
the FCC or any other governmental body have been, and during the course of the
term of this Agreement or any extension thereof, will be filed in a timely and
complete manner. The facilities of the Station will be constructed and
maintained in accord with good engineering practice and will comply in all
material respects with the engineering requirements set forth in the FCC
licenses of the Station, including broadcasting a high quality signal to the
Station's service areas as indicated in Attachment II hereto (except at such
time where reduction of power is required for routine or emergency
maintenance). Licensee has, and throughout the term of this Agreement and any
extension thereof, will

<PAGE> 7

- 6 -

maintain good and marketable title to all of the assets and properties used in
the operation of the Station. Licensee shall, during the term of this Agreement
and any extension thereof, not dispose of, transfer, assign or pledge any of
such asserts and properties except with the prior written consent of the
Programmer, if such action would adversely affect Licensee's performance
hereunder or the business and operations of Licensee or the Station permitted
hereby.

(b) Licensee shall pay, in a timely fashion, all of the
expenses incurred in operating the Station including lease payments for a
Bradenton studio facility, utilities, taxes, programming production expenses,
as set forth in Attachment III, shall provide Programmer with a certificate of
such timely payment within thirty (30) days of the end of each month and, for
the duration of this Agreement, shall be reimbursed by Programmer for those
payments listed on Attachment III.

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

<PAGE> 8

- 7 -

1.9 Contracts. Programmer will not be required to assume
performance of any of the Licensee's contracts and leases pertaining to the
Station except as indicated on Attachment IV hereof. Programmer will enter into
no third-party contracts, leases or agreements which will bind Licensee in any
way except with Licensee's prior written approval. All third-party advertising
contracts, if any, entered into by Programmer shall be terminable upon not more
than ninety days notice.

1.10 Pro Rata Credit. Programmer shall receive from Licensee two
times the pro rata credit (up to the amount of the monthly consideration
specified in Section 1.5 herein) for any part of the weekly One Hundred
Sixty-Four (164) hours of programming time that Licensee uses to broadcast its
own programming including periods during which Licensee is unable, for any
reason (except for Programmer's failure to deliver its programming to
Licensee), to broadcast the Programmer's programming.

1.11 Station Operation. Licensee shall notify Programmer prior to;
(i) making any changes in management personnel, (ii) entering into any
contractual obligations, (iii) purchasing equipment, or (iv) making any other
material changes in the operation of the Station.

1.12 Use of Station's Studios. Licensee agrees to provide
Programmer with access to the Station's complete facilities including the
studios and broadcast equipment for use

<PAGE> 9

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by Programmer, if it so desires, in providing programming for the Station.
Programmer shall be permitted to install and maintain any necessary microwave
or satellite receive equipment for microwave and/or satellite program delivery.
Under the overall supervision of Licensee, Programmer shall and may peacefully
and quietly have the full use of and enjoy the use of the Station's facilities,
studios and equipment free from any hindrance from any person or persons
whomsoever claiming by, through or under Licensee. Programmer shall use the
studios and equipment only for the purpose of producing programming or
receiving satellite programming for the Station.

Section 2

Station Obligations to Its Community of License

2.1 Licensee Authority. Notwithstanding any other provision of
this Agreement, Programmer recognizes that Licensee has certain obligations to
broadcast programming to meet the needs and interests of its community of
license. The general partner of the Licensee shall produce public affairs
programming for the Station and from time to time the Licensee shall air other
programming on issues of importance to the local community. Nothing in this
Agreement shall abrogate the unrestricted authority of the Licensee to
discharge its obligations to the public and to comply with the law, and rules
and policies of the FCC.

<PAGE> 10

- 9 -

2.2 Additional Licensee Obligations. Although both parties shall
cooperate in the broadcast of emergency information over the Station, Licensee
shall also retain the right to interrupt Programmer's programming in case of an
emergency or for programming which, in the reasonable good faith judgment of
Licensee, is of overriding public importance. Licensee shall also coordinate
with Programmer the Station's hourly station identification announcements to be
aired in accord with FCC rules. Licensee shall continue to maintain a main
studio, as that term is defined by the FCC, within the Station's principal
community contours, shall maintain its local public inspection file within the
community of license and shall prepare and place in such inspection file or
files its quarterly issues and program lists on a timely basis. Programmer
shall, upon request by Licensee, provide Licensee with information with respect
to certain of Programmer's programs which may assist Licensee in the
preparation of the quarterly issues and programs lists. Licensee shall also
maintain the station logs, receive and respond to telephone inquiries, control
and oversee any remote control point for the Station.

<PAGE> 11

- 10 -

Licensee will provide and be responsible for the Station personnel necessary
for the broadcast transmission of Programmer's programs (including, without
limitation, the Station General Manager and Chief Engineer), and will be
responsible for the salaries, taxes, insurance and related costs for all the
Station personnel used in the broadcast transmission of Programmer's programs.
Whenever on the Station's premises, all personnel shall be subject to the
overall supervision of Licensee's General Manager and/or Chief Engineer,
consistent with Programmer's right to the use of the Station's facilities
pursuant to Section 1.12 hereof.

Section 3

Station Programming Policies

<PAGE> 12

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furnished the artistic personnel and material for the programs as provided by
this Agreement and all programs shall be in accordance with FCC requirements.
All programs shall be prepared and presented in conformity with the Policy
Statement prescribed in Attachment V hereto. All advertising spots and
promotional material or announcements shall comply with applicable federal,
state and local regulations and policies and shall be produced in accordance
with quality standards established by Programmer.

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

<PAGE> 13

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or (iii) cleared at the source by Programmer. Licensee will maintain ASCAP, BMI
and SESAC licenses as necessary. The right to use the programming and to
authorize its use in any manner shall be and remain vested in Programmer.

3.4 Sales. Programmer shall retain all revenues derived from the
programming it provides to the Licensee. Programmer may sell programming or
advertising on the Station in combination with any other broadcast stations of
its choosing. Programmer shall be responsible for payment of the commissions
due to any national sales representative engaged by it for the purpose of
selling national advertising which is carried during the programming it
provides to Licensee. Licensee shall retain all revenues derived from the
programming provided to the Station during the hours each week in which the
Licensee airs its own programming, with the exception provided for certain
political advertising as set forth in Section 5.2 herein.

3.5 Payola. Programmer agrees that it will not accept any
consideration, compensation, gift or gratuity of any kind whatsoever,
regardless of its value or form, including, but not limited to, a commission,
discount, bonus, material, supplies or other merchandise, services or labor
(collectively "Consideration"), whether or not pursuant to written contracts or
agreements between Programmer and merchants or advertisers, unless the payer is
identified in the program for which Consideration was provided as having paid
for or furnished such

<PAGE> 14

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Consideration, in accordance with the Communications Act and FCC requirements.
Programmer agrees to annually, or more frequently at the request of the
Licensee, execute and provide Licensee with a Payola Affidavit, substantially
in the form attached hereto as Attachment VI.

3.6 Cooperation on Programming. Licensee shall, on a regular
basis, assess the needs of its community and address those needs in connection
with the preparation of its public affairs programming. Licensee shall also
record those needs and place the issues/programs list in the public inspection
file. Further, Licensee shall receive information from Programmer with respect
to such of Programmer's programs which are responsive to public needs and
interests so as to assist Licensee in the preparation of required programming
in the satisfaction of its community service needs. Programmer shall also
provide upon request such other information necessary to enable Licensee to
prepare records and reports required by the Commission or other local, state or
federal government entities.

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

Section 4

Indemnification

4.1 Programmer's Indemnification. Programmer shall indemnify and
hold harmless Licensee from and against any and all

<PAGE> 15

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claims, losses, costs, liabilities, damages, FCC license revocation or
non-renewal, forfeitures and expenses (including reasonable legal fees and
other expenses incidental thereto) of every kind, nature and description,
including but not limited to, slander or defamation or otherwise arising out of
Programmer's broadcasts and sale of advertising time under this Agreement to
the extent permitted by law.

4.2 Licensee's Indemnification. Licensee shall indemnify and hold
harmless Programmer from and against any and all claims, losses, consents,
liabilities, damages, FCC forfeitures and expenses (including reasonable legal
fees and other expenses incidental thereto) of every kind, nature and
description, arising out of Licensee's broadcasts, station construction or
station operation to the extent permitted by law.

4.4 Time Brokerage Challenge. If this Agreement is challenged at
the FCC, whether or not in connection with the Station's license assignment or
license renewal applications, counsel for the Licensee and counsel for the
Programmer shall jointly defend the Agreement and the parties' performance
thereunder throughout all FCC proceedings at the sole expense of the
Programmer. If portions of this Agreement do not receive the

<PAGE> 16

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approval of the FCC Staff, then the parties shall reform the Agreement or, at
Programmer's option and expense, seek reversal of the staff decision and
approval from the full Commission on appeal.

Section 5

Access to Programmer Materials and Correspondence

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

5.2 Political Advertising. Programmer shall cooperate with
Licensee to assist Licensee in complying with all rules of the FCC regarding
political advertising. Programmer shall supply such information promptly to
Licensee as may be necessary to comply with the lowest unit rate, equal
opportunities and

<PAGE> 17

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reasonable access requirements of federal law. In the event that Programmer
fails to meet its political time obligations under the Communications Act of
1934, as amended, and the rules and regulations of the FCC and such failure
inhibits Licensee in the performance of its political time obligations, then to
the extent reasonably necessary to assure the Licensee's performance,
Programmer shall release advertising availabilities to Licensee; provided,
however, that all revenues realized by Licensee as a result of such a release
of advertising time shall be immediately paid to Programmer.

Section 6

Termination and Remedies Upon Default

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

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

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

<PAGE> 18

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

(d) the mutual consent of both parties;

(e) there has been a material change in FCC rules,
policies or precedent that would cause this Agreement to be in violation
thereof and such change is in effect and not the subject of an appeal or
further administrative review.

(f) if Programmer terminates this Agreement pursuant to
subsection (a) it shall be liable to Licensee for payment of six months
compensation pursuant to Attachment I following termination. If Licensee
terminates this Agreement pursuant to subsection (a), in addition to its
obligations under the Loan and Option Agreement, it shall be liable to
Programmer for payment of six months compensation pursuant to Attachment I
following termination except that if Licensee terminates within the first
twelve (12) months of this Agreement it shall be liable to Programmer for
payment of the first years compensation less the number of months this
Agreement has been in effect.

6.2 Programmer's Remedies for Operational Deficiencies. Programmer
shall have the following remedies for deficiencies in or events related to
Licensee's transmitting facility:

(a) If Programmer receives at any time during the term
hereof an unsatisfactory report of a consulting engineer,

<PAGE> 19

- 18 -

mutually acceptable to and chosen by Licensee and Programmer, which concludes
that the Station's actual coverage of the market has been materially reduced,
Licensee shall be obligated to take such steps as are reasonably necessary to
restore the effective coverage of the Station or demonstrate, by the use of the
report of another consulting engineer hired at its expense, that such coverage
deficiency is not material. If the Station's effective coverage is not restored
to the coverage at the time of this Agreement within thirty (30) days of notice
of the coverage deficiencies, then Programmer may withhold payments to Licensee
until such restoration has been completed. Subject to Section 6.2(b) - (d),
upon restoration all withheld payments shall be due and owing.

(b) If for a period of five days or more Licensee reduces
its transmitter output power by fifty percent (50%) or more, Programmer may
elect to reduce the payments otherwise due for such period by a daily
proportional amount equal to one half for so long as such power reduction
continues to occur;

(c) If Licensee should use an auxiliary or alternate
transmitter for a period of five (5) days or more, then Programmer may reduce
the payments otherwise due for such period by a daily proportional amount equal
to twenty-five percent (25%) for so long as such auxiliary or alternate
transmitter site is in use. Should such transmitter site move continue for more
than thirty (30) days, Programmer may reduce the payments otherwise

<PAGE> 20

- 19 -

due for such period by a daily proportional amount equal to fifty percent (50%)
for so long as such alternate transmitter site is in use;

(d) If, due to poor maintenance, damage to or failure of
transmission equipment, the Station is off the air for any consecutive five (5)
day period or a total of one hundred twenty (120) hours during any consecutive
thirty (30) day period, Programmer may terminate this Agreement and all of its
obligations hereunder; provided, however, that in the event Programmer elects
to terminate this agreement, Programmer shall notify Licensee, within thirty
(30) days of the occurrence of the event which triggers this termination right,
of Programmers intent to terminate the Agreement. Programmer shall exercise
such termination right within one hundred and twenty (120) days of the date on
which such notification is given to Licensee.

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

<PAGE> 21

- 20 -

based upon a pro rata adjustment to amounts due as specified in Attachment I
calculated upon the length of time during which the failure or impairment
exists or continues.

6.4 Other Agreements. During the term of this Agreement or any
extension hereof, Licensee will not enter into any other time brokerage,
program provision, local management or similar agreement with any third party.

Section 7

Miscellaneous

7.1 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their successors and assignees, provided,
however that neither party may assign its rights under this Agreement without
the prior written consent of the other party.

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

7.3 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an

<PAGE> 22

- 21 -

original but all of which together will constitute one and the same instrument.

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

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

7.7 Governing Law. The obligations of Licensee and Programmer are
subject to applicable federal, state and local law, rules and regulations,
including, but not limited to, the Communications Act of 1934, as amended, and
the Rules and

<PAGE> 23

- 22 -

Regulations of the FCC. The construction and performance of the Agreement will
be governed by the laws of the State of Florida.

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

To Licensee:

Bradenton Broadcast Television Co, Ltd.
515 First Avenue East
Bradenton, Florida 34208
ATTN: Ms. Anita Flenoy Roberts
General Partner

Copy to:

Robert L. Ulrich, Esquire
Baynard, Harrell, Ostow & Ulrich, P.A.
City Center 12th Floor
100 Second Avenue South
St. Petersburg, Florida 33701

To Programmer:

Christian Network, Inc.
14444 66th Street North
Clearwater, Florida 34624
ATTN: Lowell W. Paxson

<PAGE> 24

- 23 -

Copy to:

John R. Feore, Jr., Esquire
Dow, Lohnes & Albertson
1255 Twenty-Third Street, N.W.
Suite 500
Washington, D.C. 20037

7.10 Specific Performance. The parties recognize that in the event
Licensee should refuse to perform under the provisions of this Agreement,
monetary damages alone will not be adequate. Programmer shall therefore be
entitled to obtain specific performance of all terms of this Agreement. In the
event of any action to enforce this Agreement, Licensee hereby waives the
defense that there is an adequate remedy at law.

7.11 Arbitration. Any dispute arising out of or related to this
Agreement that Licensee and Programmer are unable to resolve by themselves
shall be settled by arbitration in Tampa, Florida by a panel of three
arbitrators. Licensee and Programmer shall each designate one disinterested
arbitrator and the two arbitrators designed shall select the third arbitrator.
The persons selected as arbitrators need not be professional arbitrators, and
persons such as lawyers, accountants and bankers

<PAGE> 25

- 24 -

shall be acceptable. Before undertaking to resolve a dispute, each arbitrator
shall be duly sworn faithfully and fairly to hear and examine the matters in
controversy and to make a just award according to the best of his or her
understanding. The arbitration hearing shall be conducted in accordance with
the commercial arbitration rules of the American Arbitration Association. The
written decision of a majority of the arbitrators shall be final and binding on
Licensee and Programmer. The costs and expenses of the arbitration proceeding
shall be assessed between Licensee and Programmer in a manner to be decided by
a majority of the arbitrators, and the assessment shall be set forth in the
decision and award of the arbitrators. Judgment on the award, if it is not paid
within thirty days, may be entered in any court having jurisdiction over the
matter. No action at law or in equity based upon any claim arising out of or
related to this Agreement shall be instituted in any court by Licensee or
Programmer against the other except: (i) an action to compel arbitration
pursuant to this Section, (ii) an action to enforce the award of the
arbitration panel rendered in accordance with this Section; or (iii) a suit for
specific performance pursuant to Section 7.10.

<PAGE> 26

- 25 -

shall not have been approved or the assignment shall not have been consummated
by the termination of this Agreement or any extension thereof, Programmer shall
continue to make all payment contemplated by the Agreement until such approval
and consummation have occurred, or until such application is no longer pending
or the subject of an appeal or petition for reconsideration, whichever last
occurs.

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

LICENSEE: BRADENTON BROADCASTING TELEVISION CO., LTD.

By: /s/ Anita Flenoy Rogers
----------------------------------
Anita Flenoy Rogers
General Partner

PROGRAMMER: THE CHRISTIAN NETWORK, INC.

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

<PAGE> 27

ATTACHMENT I

Compensation Schedule

During the initial term of this Agreement, Programmer shall pay
Licensee the sum of Three Thousand Five Hundred Forty-Two Dollars ($3,542)
monthly. Payments shall be made by delivery of a check to Licensee at an
address to be designated.

This compensation schedule is based upon Licensee making available to
Programmer the entirety of the air time pursuant to Section 1.3. If Programmer
and Licensee extend this Agreement for an additional 18 months pursuant to
Section 1.4 of this Agreement, the monthly fee shall be increased by ten
percent (10%).

<PAGE> 28

ATTACHMENT II

Station Coverage

Station WTBG-TV current FCC Construction Permit and contour map on
file with the FCC.

<PAGE> 29

ATTACHMENT III

Station Expenses

<PAGE> 30

ATTACHMENT IV

Contracts

<PAGE> 31

ATTACHMENT V

BROADCAST STATION PROGRAMMING POLICY STATEMENT

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

Station Identification

The station must broadcast a station identification announcement once an hour
as close to the hour as feasible in a natural break in the programming. The
announcement must include (1) the station's call letters (currently WTBG-TV);
followed immediately by (2) the station's city of license (Bradenton, Florida).

Broadcast of Telephone Conversations

Sponsorship Identification

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

<PAGE> 32

Payola/Plugola

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

Rebroadcasts

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

Fairness

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

Personal Attacks

Political Editorials

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

Political Broadcasting

<PAGE> 33

Obscenity and Indecency

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

Billing

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

Contests

Hoaxes

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

Children's Programming

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

Children's Advertising

<PAGE> 34

There shall be no host selling, as that terms is defined by the FCC, in
children's programming on the station.

Emergency Information

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

Lottery

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

Advertising

Programming Prohibitions

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

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

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

Commercial Disparagement. Any unfair disparagement of competitors
goods.

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

Unauthenticated Testimonials. Any testimonials which cannot be
authenticated.

<PAGE> 35

ATTACHMENT VI

Payola Statement

FORM OF PAYOLA AFFIDAVIT

City of )
-----------------

County of ) ss:
---------------

State of )
----------------

ANTI-PAYOLA/PLUGOLA AFFIDAVIT

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

1. He is for
----------------------

------------------------------
Position

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

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

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

6. Nothing contained herein is intended to, or shall prohibit receipt or
acceptance of anything with the expressed knowledge and approval of my
employer, but

<PAGE> 36

henceforth any such approval must be given in writing by someone
expressly authorized to give such approval.

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

1. The publishing of music;

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

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

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

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

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

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

- ----------------------------------------------------------------

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

Subscribed and sworn to before me this day of , 1993.
--- ----------

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

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

<PAGE> 1

EXHIBIT 10.69
<PAGE> 2

EXHIBIT 10.69

LOAN AND OPTION AGREEMENT

DATED AS OF DECEMBER 17, 1993

BY AND BETWEEN

THE CHRISTIAN NETWORK, INC.

AND

BRADENTON BROADCAST TELEVISION COMPANY, LTD.
<PAGE> 3

LOAN AND OPTION AGREEMENT

This LOAN AND OPTION AGREEMENT is made as of December 17, 1993, by and
between Bradenton Broadcast Television Company, Ltd., a Florida limited
partnership ("BBTC"), and The Christian Network, Inc., a Florida non-profit
corporation ("CNI").

RECITALS

A. BBTC is currently constructing commercial television station
WTBG-TV, Channel 66, in Bradenton, Florida (the "Station"), pursuant to a
construction permit (File No. BALCT-930624KG) issued by the Federal
Communications Commission (the "Permit").

B. BBTC has requested that CNI make, and CNI has agreed to make,
a line of credit in an amount not to exceed Three Million One Hundred Thousand
Dollars ($3,100,000) available to BBTC, on the terms and conditions set forth
herein.

C. To induce CNI to extend the line of credit, BBTC has agreed to
grant to CNI an option, exercisable beginning on the Option Commencement Date
(as defined in this Agreement), to purchase all the assets that are then owned
by BBTC and used or useful in the construction or operation of the Station,
including all licenses, leases, and other intangible assets of the Station, for
the price and on the terms and conditions set forth in this Agreement.

AGREEMENTS

In consideration of the above recitals and of the mutual agreements
and covenants contained herein, CNI and BBTC, intending to be bound legally,
agree as follows:

SECTION 1 DEFINITIONS.

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

"Assets" means the assets that are the subject of the Option, as
specified in Section 3.1.

"Closing" means the consummation of the purchase and sale of the
Assets pursuant to the Option in accordance with the provisions of Section 9.

"Closing Date" means the date on which the Closing occurs, as
determined pursuant to Section 9.
<PAGE> 4

"Completion Date" means the date on which the Station first commences
program tests after the completion of construction of the Station in accordance
with the Permit and standard industry requirements for normal commercial
operations.

"Contracts Schedule" means the schedule to be delivered by BBTC to CNI
in accordance with Section 4.7.

"Covenanting Parties" means the individuals who have executed this
Agreement as Covenanting Parties.

"Effective Time" means 12:01 a.m., Bradenton, Florida, time, on the
Closing Date.

"FCC" means the Federal Communications Commission.

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

"FCC Licenses" means all licenses, permits, and other authorizations
now or hereafter issued by the FCC to BBTC in connection with the construction
and operation of the Station.

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

"Intangibles Schedule" means the schedule to be delivered by BBTC to
CNI in accordance with Section 4.9.

"License Schedule" means the schedule to be delivered by BBTC to CNI
in accordance with Section 4.4.

"MFR Noncompetition Agreement" means a Noncompetition Agreement in the
form of Exhibit H, to be entered into among CNI, MFR, Inc., and the sole
stockholder of MFR, Inc. prior to, or concurrently with, the making of the
first Loan under this Agreement.

"Noncompetition Agreement" means the Noncompetition Agreement to be
entered into at the Closing among CNI, BBTC, and the Covenanting Parties, in
the form of Exhibit A.

"Option" means the option granted by BBTC to CNI by this Agreement.

"Personal Property Schedule" means the schedule to be delivered by
BBTC to CNI in accordance with Section 4.5.

- 2 -
<PAGE> 5

"Personnel Schedule" means the schedule to be delivered by BBTC to CNI
in accordance with Section 4.8.

"Real Property" means all real property, and all buildings and other
improvements thereon, used or useful in the business or operations of the
Station.

"Real Property Schedule" means the schedule to be delivered by BBTC to
CNI in accordance with Section 4.6.

"Time Brokerage Agreement" means the Time Brokerage Agreement relating
to the Station, substantially in the form of Exhibit B to this Agreement, to be
entered into between BBTC and CNI prior to the Completion Date.

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

<TABLE>
<CAPTION>
Term Section
- ---- -------
<S> <C>
Estimated Purchase Price Section 3.4(b)(1)

Event of Default Section 2.8(a)

Line of Credit Note Section 2.1

Loans Section 2.1

Maturity Date Section 2.5

Mortgage Section 2.6

Option Commencement Date Section 3.3

Permit Recitals

Purchase Price Section 3.4(a)

Security Agreement Section 2.6

Station Recitals
</TABLE>

SECTION 2 LOAN.

2.1 Line of Credit. From time to time prior to the earlier of the
Maturity Date or the Completion Date, BBTC may obtain loans from CNI (the
"Loans"), up to a maximum amount outstanding of Three Million One Hundred
Thousand Dollars ($3,100,000). All Loans shall be evidenced by a single
promissory note of BBTC (such promissory note, as it may be amended, restated,
or extended from time to time is called the "Line of Credit Note") in the

- 3 -
<PAGE> 6

form of Exhibit C hereto. The Line of Credit Note shall be executed by BBTC and
delivered to CNI prior to the initial Loan under this Agreement. CNI may, and
is hereby authorized by BBTC to, set forth on the grid attached to the Line of
Credit Note, or in other comparable records maintained by CNI, the amount of
each Loan, the current outstanding principal balance, and other appropriate
information. The aggregate unpaid amount of any Loan set forth in any records
maintained by CNI with respect to the Line of Credit Note shall be presumptive
evidence of the principal amount owing and unpaid on the Line of Credit Note
absent manifest error. Failure of CNI to record the principal amount of any
Loan on the grid attached to the Line of Credit Note shall not limit or
otherwise affect the obligation of BBTC under this Agreement or under the Line
of Credit Note to repay the principal amount of such Loan and all interest
accruing thereon.

2.2 Interest.

(a) The Loans shall bear interest at the rate of nine
percent per annum, except that any amount of principal or, to the extent
permitted by law, interest outstanding under the Line of Credit Note which is
not paid when due, whether at maturity, upon acceleration, or otherwise, shall
bear interest until paid in full at the rate of fifteen percent per annum. The
provisions of this paragraph specifying the rate of interest for periods after
the Maturity Date shall not be construed to postpone the Maturity Date beyond
the applicable date specified in Section 2.5. Subject to Section 3.4(b)(1)(A),
interest shall be payable on the Maturity Date and, prior to the Maturity Date,
shall accrue and, to the extent permitted by law, compound monthly.

(b) All interest payable on the Line of Credit Note shall
be computed for the actual number of days elapsed using a daily rate determined
by dividing the annual rate by 365. Any interest that is not paid when due
shall, to the extent permitted by law, compound monthly. Whenever any payment
to be made under this Agreement or under the Line of Credit Note shall be
stated to be due on a Saturday, Sunday, or a public holiday under the laws of
the State of Florida, such payment may be made on the next succeeding business
day, and such extension of time shall be included in the computation of
interest under the Line of Credit Note.

(c) The rate of interest payable on the Line of Credit
Note from time to time shall in no event exceed the maximum rate, if any,
permissible under applicable law. If the rate of interest payable on the Line
of Credit Note is ever reduced as a result of the preceding sentence and any
time thereafter the maximum rate permitted by applicable law shall exceed the
rate of interest provided for in this Agreement and the Line

- 4 -
<PAGE> 7

of Credit Note, then the rate provided for in this Agreement and the Line of
Credit Note shall be increased to the maximum rate permitted by applicable law
for such period as is required so that the total amount of interest received by
CNI is that which would have been received by CNI but for the operation of the
preceding sentence.

2.3 Use of Proceeds. BBTC agrees that:

(a) The proceeds of the Loans made under this Agreement
will be used solely:

(1) to redeem in full, but not in part, the
partnership interest of MFR, Inc. in BBTC, and to reimburse the general partner
of BBTC for certain expenses incurred in constructing the Station; provided that
the maximum amount of the proceeds of the Loans that may be used for the purpose
described in this Section 2.3(a)(1) shall not exceed One Million One Hundred
Thousand Dollars ($1,100,000).

(2) to purchase and install equipment and related
tangible personal property required to construct the Station in accordance with
the construction plans previously furnished by BBTC to CNI and approved by CNI,
and

(3) to pay any other expenses authorized by and
agreed to by CNI in writing.

(b) Without limiting any of the other terms of this
Agreement, no part of the proceeds of any Loan made under this Agreement will
be used to "purchase" or "carry" any "margin stock" or to extend credit to
others for the purpose of "purchasing" or "carrying" any "margin stock" (as
such terms are defined in the Regulation U of the Board of Governors of the
Federal Reserve System), and the assets of BBTC do not include, and BBTC has no
present intention of acquiring, any such security.

2.4 Prepayments. BBTC shall have the right at any time and from
time to time, upon five business days prior written notice to CNI, to prepay
all or any part of the Line of Credit Note, plus interest accrued on the amount
prepaid, without premium or penalty. Such notice shall state the date and
amount of the proposed prepayment and shall be irrevocable. All prepayments on
the Line of Credit Note shall be accompanied by interest accrued pursuant to
Section 2.2(a) on the amount prepaid through the date of prepayment.

2.5 Maturity. Subject to Section 3.4(b)(1)(A), the entire
principal balance of the Loans, together with accrued interest, shall be paid
in full on the Maturity Date, which shall be the earliest of:

- 5 -
<PAGE> 8

(a) the Closing Date; or

(b) the date on which the Time Brokerage Agreement
expires or is terminated in accordance with its terms; or

(d) the date on which the Option expires pursuant to
Section 3.3.

2.6 Security Agreement. BBTC shall execute and deliver to CNI a
Security Agreement granting a first priority security interest to CNI in all of
BBTC's personal property, whether tangible or intangible, whether now owned or
hereafter acquired, in the form of Exhibit D hereto (the "Security Agreement").
The Security Agreement shall be accompanied by appropriate financing statements
to be filed in all appropriate jurisdictions. Prior to acquiring any interest
in Real Property, BBTC shall execute and deliver to CNI a mortgage, deed of
trust, collateral assignment, or other appropriate agreement (each, a
"Mortgage"), in form and substance satisfactory to CNI, granting a first
priority security interest to CNI in all of BBTC's interest in such Real
Property.

2.7 Conditions of Borrowing. Without limiting any of the other
terms of this Agreement, CNI shall not be required to make any Loan to BBTC
unless:.

(a) the representations and warranties contained in this
Agreement continue to be true and complete on the date of such Loan;

(b) no Event of Default under this Agreement shall have
occurred and be continuing, and no condition or event shall exist or have
occurred that with the passage of time, or the giving of notice, or both, would
constitute an Event of Default under this Agreement;

(c) BBTC shall have delivered to CNI a certificate, dated
as of the date of such Loan and signed by its general partner, certifying that
(i) all representations and warranties of CNI in Section 4 of this Agreement
were true and complete when made and are true and complete as of the date of
such Loan; (ii) no Event of Default exists under this Agreement and no
condition or event exists or has occurred that with the passage of time, or the
giving of notice, or both, would constitute an Event of Default; and (iii) BBTC
has performed all obligations and taken all actions to be performed or taken by
it at or prior to the date of such Loan;

- 6 -
<PAGE> 9

(d) BBTC shall have delivered to CNI an opinion of
counsel substantially in the form of Exhibit E;

(e) at least three business days prior to the date of
such Loan CNI shall have received a written request therefor;

(f) all proceedings taken in connection with the
transactions contemplated by this Agreement, and all instruments,
authorizations, and other documents applicable thereto, shall be reasonably
satisfactory in form and substance to CNI and its counsel;

(g) BBTC shall have delivered to CNI invoices and other
documentation satisfactory to CNI to evidence that the proceeds of the Loan
will be used solely for the purposes specified in Section 2.3(a);

(h) BBTC shall have executed and delivered to CNI the
Line of Credit Note, and the Security Agreement, financing statements, and
Mortgages described in Section 2.6;

(i) prior to, or concurrently with, the making of such
Loan, BBTC shall have redeemed all of the partnership interest of MFR, Inc. in
BBTC and shall have delivered to CNI documentation satisfactory to CNI to
evidence that MFR, Inc. waives and disclaims any further rights to the profits,
revenues, or other assets of BBTC; and

(j) prior to, or concurrently with, the making of such
Loan, MFR, Inc. and its sole stockholder shall have executed and delivered to
CNI the MFR Noncompetition Agreement in the form of Exhibit H.

2.8 Defaults and Remedies.

(a) Event of Default Defined. The occurrence of any one or
more of the following events shall constitute an "Event of Default":.

(1) BBTC shall fail to pay any amount due on the
Line of Credit Note when due; or

(2) BBTC shall default in any material respect in
the performance or observance of any of the other agreements, covenants,
conditions, provisions, or terms of this Agreement, the Line of Credit Note,
the Security Agreement, any Mortgage, or the Time Brokerage Agreement, and the
default shall have continued for a period of fifteen days after written notice
thereof has been given to BBTC by CNI; or

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<PAGE> 10

(3) Any representation or warranty made by BBTC
herein or in any document, agreement, or certificate delivered pursuant hereto
shall prove to have been false in any material respect as of the time when
made; or

(4) A final judgment that, together with other
outstanding final judgments against BBTC, exceeds an aggregate or $10,000 shall
be entered against BBTC and shall remain outstanding and unsatisfied, unbonded,
unstayed, or uninsured thirty days from the date of entry thereof; or

(5) BBTC shall: (A) become insolvent; or (B) be
unable or admit in writing its inability to pay its debts as they mature; or
(C) make a general assignment for the benefit of creditors or to an agent
authorized to liquidate any substantial amount of its property; or (D) commence
a voluntary case or have an "order for relief" entered with respect to its
pursuant to or within the meaning of the United States Bankruptcy Code; or (E)
apply for, seek, consent to, or acquiesce in the appointment of a receiver,
trustee, liquidator, or custodian for any of its assets; or (F) otherwise
become the subject of any voluntary insolvency, bankruptcy, or reorganization
proceeding or propose to enter into any formal or informal composition or
arrangement with its creditors; or

(6) BBTC shall (A) have an involuntary case
commenced against it pursuant to the United States Bankruptcy Code or other
bankruptcy or insolvency law or (B) become the subject of a creditor's petition
any plan or other arrangement with creditors, or (C) have a receiver or
custodian appointed for any of its assets without its consent, and such
appointment shall continue undischarged, or such case, petition, or proceeding
shall continue undismissed, for a period of thirty days; or

(7) This Agreement, the Line of Credit Note, the
Security Agreement, any Mortgage, or the Time Brokerage Agreement shall, at any
time after their respective execution and delivery, and for any reason, cease
to be in full force and effect or be declared null and void, or be revoked or
terminated; or

(8) BBTC shall contest the validity or
enforceability of, or deny that it has any or further liability or obligation
under, this Agreement, the Line of Credit Note, the Security Agreement, any
Mortgage, or the Time Brokerage Agreement; or

(9) The Permit, any other FCC license, or any
other material license or permit in respect to the Station shall be revoked,
cancelled, nullified, or otherwise terminated for any reason and not
immediately replaced; or

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<PAGE> 11

(10) BBTC shall default in any payment due on any
liability or obligation in an amount in excess of $10,000 and such default
shall continue for more than the period of grace, if any, applicable thereto,
or in the performance of or compliance with any term of any evidence of such
liability or obligation or of any agreement relating thereto, and any such
default shall continue for more than the period of grace, if any, specified
therein and shall not have been waived pursuant thereto; or

(11) NI shall cease to have a valid lien or
security interest in any substantial part of the collateral for the Loans, as
reasonably determined by CNI.

(b) Acceleration of Obligations.

(1) Upon the occurrence of any Event of Default
(other than an Event of Default under Sections 2.8(a)(5) or 2.8(a)(6)) and at
any time thereafter during the continuation of the Event of Default without
waiver or cure, CNI may, by written notice to BBTC, immediately declare the
unpaid principal balance of the Line of Credit Note, together with all interest
accrued thereon, to be immediately due and payable, and the unpaid principal
balance of and accrued interest on the Line of Credit Note shall thereupon be
due and payable all without presentment, demand, protest, or further notice of
any kind, all of which are hereby waived, and notwithstanding anything to the
contrary contained in this Agreement or in the Line of Credit Note.

(2) Upon the occurrence of any Event of Default
under Sections 2.8(a)(5) or 2.8(a)(6), the unpaid principal balance of the Line
of Credit Note then outstanding, together with all interest accrued thereon,
shall immediately and forthwith be due and payable, all without presentment,
demand, protest, or notice of any kind, all of which are hereby waived, and
notwithstanding anything to the contrary contained in this Agreement or in the
Line of Credit Note.

(c) Other Remedies. In addition to the remedies provided
in Sections 2.8(b)(1) and 2.8(b)(2), CNI shall have all of the remedies for
default provided by applicable law. Without limiting any of the other terms of
this Agreement, upon the occurrence of any Event of Default, the rights,
powers, and privileges provided in this Agreement or at law or in equity may be
exercised by CNI at any time and from time to time, whether or not the
indebtedness evidenced by the Line of Credit Note shall be due and payable, and
whether or not CNI shall have instituted any foreclosure proceedings or other
action for the enforcement of its rights under the Line of Credit Note or any
of the documents securing it.

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<PAGE> 12

(d) FCC Consent Required. Notwithstanding anything to the
contrary contained in this Agreement, CNI will not, without the prior consent
of the FCC, take control of or manage the operation of the Station or take any
action pursuant to this Agreement that would constitute or result in an
assignment of any FCC licenses, in each case to the extent that such action
requires the prior consent of the FCC under the Communications Act of 1934, as
amended, or the rules and regulations of the FCC.

2.9 Taxes. All sums payable by BBTC under this Agreement or under
the Line of Credit Note, whether of principal, interest, expenses, or
otherwise, shall be paid in full, free of any deductions or withholdings for
any and all present and future taxes, levies, imposts, stamps, duties, fees,
deductions, charges, withholdings, and all other similar types of liabilities
with respect to such sums payable under this Agreement or under the Line of
Credit Note, other than income, franchise, or ad valorem taxes imposed by any
jurisdiction as a direct consequence of CNI being organized and existing,
qualified to do business, or maintaining a permanent establishment, in such
jurisdiction.

SECTION 3 OPTION TO PURCHASE.

3.1 Grant of Option. BBTC hereby grants to CNI an irrevocable,
exclusive option to purchase from BBTC on the Closing Date, all tangible and
intangible assets, real, personal, and mixed, that are owned or held by BBTC on
the Option Commencement Date or are subsequently acquired by BBTC and which are
used or useful in the construction or operation of the Station. The Assets
shall be free and clear of any liabilities, liens, security interests, pledges,
conditions, or encumbrances, including liabilities under financing and capital
leases (except for liens for current taxes not yet due and payable and liens
securing the Loans). BBTC agrees that the Assets shall include the following:.

(a) all licenses, permits, and other authorizations
issued by the FCC, the Federal Aviation Administration, or any other federal,
state, or local governmental authority to BBTC in connection with the
construction and operation of the Station;

(b) all right, title, and interest of BBTC in the Assets
to be listed on the License Schedule, the Personal Property Schedule, the Real
Property Schedule, the Contracts Schedule, and the Intangibles Schedule;

(c) all intangible assets of BBTC relating to the Station
that are not listed on the Intangibles Schedule, including the goodwill of the
Station, if any, and any goodwill associated with the assets listed on the
Intangibles Schedule;

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<PAGE> 13

(d) all of BBTC'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;

(e) all choses in action of BBTC relating to the Station;

(f) all books and records relating to the construction,
business, or operations of the Station, including executed copies of all
contracts, leases, non-governmental licenses and other agreements to be
assigned to CNI, and all records required by the FCC to be kept by the Station;

(g) all contracts, leases, non-governmental licenses, and
other agreements of BBTC relating to the Station; and

(h) all accounts receivable of BBTC from the sale of
advertising time on the Station or for services performed by BBTC prior to the
Closing Date.

3.2 Excluded Assets. The Assets shall exclude the following
assets:

(a) BBTC's cash on hand as of the Closing and all other
cash in any of BBTC's bank accounts;

(b) any insurance policies, bonds, letters of credit, or
other similar items, and any cash surrender value in regard thereto;

(c) all books and records that BBTC is required by law to
retain and all books and records relating to BBTC's internal partnership
organization; and

(d) any pension, profit-sharing, or employee benefit
plans, and any collective bargaining agreements.

3.3 Term and Manner of Exercise. Subject to Section 10, CNI may
exercise the Option at any time during the period beginning one day after the
first anniversary of the Completion Date (the "Option Commencement Date") and
ending on the tenth anniversary of the Option Commencement Date by delivering a
written notice of exercise to BBTC. If not previously exercised by CNI or
terminated pursuant to Section 10, the Option shall expire at 5:00 p.m.,
Eastern Time, on the tenth anniversary of the Option Commencement Date.

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<PAGE> 14

3.4. Purchase Price and Manner of Payment.

(a) Purchase Price. Subject to adjustment as provided in
Section 3.4(c), the purchase price for the Assets to be purchased pursuant to
the Option and for the covenants of the Covenanting Parties in the
Noncompetition Agreement (collectively, the "Purchase Price") shall be the sum
of One Hundred Thousand Dollars ($100,000), plus the outstanding principal
amount of the Loans and all interest accrued thereon as of the Closing Date,
and plus the amount of any payments of principal or interest made by BBTC with
respect to the Loans prior to the Closing Date.

(b) Payment of Purchase Price. The Purchase Price shall be
paid by CNI to BBTC as follows: .

(1) At the Closing, CNI shall pay or cause to be
paid to or for the account of BBTC the Purchase Price as adjusted by the
estimated adjustments set forth in BBTC's preliminary settlement statement (the
"Estimated Purchase Price") as follows:

(A) As of the Closing, BBTC's
obligations to CNI with respect to the outstanding principal amount of the
Loans, plus interest accrued thereon, shall be canceled;

(B) At the Closing, CNI shall pay or
cause to be paid to BBTC the amount of any payments of principal or interest
made by BBTC with respect to the Loans prior to the Closing Date, in
immediately available funds by federal wire transfer or by other means
acceptable to the parties; and

(C) At the Closing, CNI shall pay or
cause to be paid to BBTC the balance of the Estimated Purchase Price, in
immediately available funds by federal wire transfer or by other means
acceptable to the parties.

(2) If the Purchase Price as finally determined
pursuant to Section 3.4(d) exceeds the Estimated Purchase Price, CNI shall pay
to BBTC, in immediately available funds within five days after the date on
which the Purchase Price is determined pursuant to Section 3.4(d), the
difference between the Purchase Price and the Estimated Purchase Price.

(3) If the Purchase Price as finally determined
pursuant to Section 3.4(d) is less than the Estimated Purchase Price, BBTC
shall pay to CNI, in immediately available funds within five days after the
date on which the Purchase Price is determined pursuant to Section 3.4(d), the
difference between the Purchase Price and the Estimated Purchase Price.

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<PAGE> 15

(1) The Purchase Price shall be increased or
decreased as required to effectuate the proration of expenses. All expenses
arising from the operation of the Station, including business and license fees,
utility charges, real and personal property taxes and assessments levied
against the Assets, property and equipment rentals, applicable copyright or
other fees, sales and service charges, taxes (except for taxes arising from the
transfer of the Assets under this Agreement), prepaid deposits (to the extent
such prepaid deposits are assigned to CNI at Closing), commissions, wages,
payroll taxes, vacation pay, sick leave, severance benefits, and other fringe
benefits of employees of BBTC who become employees of CNI, and similar prepaid
and deferred items, shall be prorated between CNI and BBTC in accordance with
the principle that BBTC shall be responsible for all expenses, costs, and
liabilities allocable to the period prior to the Closing Date (subject to
reimbursement by CNI to the extent provided in the Time Brokerage Agreement),
and CNI shall be responsible for all expenses, costs, and obligations allocable
to the period on and after the Closing Date. Notwithstanding the preceding
sentence, there shall be no adjustment for, and BBTC shall remain solely liable
with respect to, any obligation or liability not being assumed by CNI in
accordance with Section 3.5(a).

(2) The Purchase Price shall be decreased by the
amount of any revenues received by BBTC under any contract, lease,
non-governmental license, or other agreement included in the Assets to the
extent such revenues relate to the performance of obligations on or after the
Closing Date.

(d) Manner of Determining Adjustments. The Purchase Price,
taking into account the adjustments pursuant to Section 3.4(c), will be
determined finally in accordance with the following procedures:.

(1) BBTC shall prepare and deliver to CNI not
later than five days before the Closing Date a preliminary settlement statement
which shall set forth BBTC's good faith estimate of the adjustments to the
Purchase Price under Section 3.4(c). The preliminary settlement statement (A)
shall contain all information reasonably necessary to determine the adjustments
to the Purchase Price under Section 3.4(c), to the extent such adjustments can
be determined or estimated as of the date of the preliminary settlement
statement, and such other information as may be reasonably requested by CNI,
and (B) shall be certified by BBTC to be true and complete to BBTC's knowledge
as of the date thereof.

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<PAGE> 16

(2) No later than 30 days after the Closing Date,
CNI will deliver to BBTC a statement setting forth CNI's determination of the
Purchase Price and the calculation thereof pursuant to Section 3.4(c). If BBTC
disputes the amount of the Purchase Price determined by CNI, it shall deliver
to CNI within 30 days after its receipt of CNI's statement a statement setting
forth its determination of the amount of the Purchase Price. If BBTC notifies
CNI of its acceptance of CNI's statement, or if BBTC fails to deliver its
statement within the 30-day period specified in the preceding sentence, CNI's
determination of the Purchase Price shall be conclusive and binding on the
parties as of the last day of the 30-day period.

(3) CNI and BBTC shall use good faith efforts to
resolve any dispute involving the determination of the Purchase Price. If the
parties are unable to resolve the dispute within fifteen days following the
delivery of BBTC's statement, CNI and BBTC shall jointly designate an
independent certified public accountant, who shall be knowledgeable and
experienced in the operation of television broadcasting stations, to resolve
the dispute. The accountant's resolution of the dispute shall be final and
binding on the parties, and a judgment may be entered thereon in any court of
competent jurisdiction. Any fees of this accountant shall be split equally
between the parties.

(e) Allocation of Purchase Price. CNI and BBTC agree that
Sixty-Four Thousand Dollars ($64,000) of the Purchase Price shall be allocated
to the covenants of BBTC and the Covenanting Parties in the Noncompetition
Agreement and the balance of the Purchase Price shall be allocated to the
Assets. CNI and BBTC shall allocate the balance of the Purchase Price for tax
and recording purposes in accordance with an appraisal to be conducted after
Closing by an appraisal firm selected and retained by CNI, at CNI's expense,
with experience in the valuation and appraisal of television station assets.

3.5 Assumption of Liabilities and Obligations.

(a) Except as provided in Section 3.5(b), as of the
Effective Time, CNI shall assume and undertake to pay, discharge, and perform
(1) insofar as they relate to the period after the Effective Time and arise out
of events occurring after the Effective Time, all the obligations and
liabilities of BBTC under the contracts, leases, non-governmental licenses, and
other agreements entered into in accordance with Section 6.11 prior to the
Option Commencement Date and listed on the Contracts Schedule as delivered to
CNI pursuant to Section 4.7, the contracts, leases, non-governmental licenses,
and other agreements entered into in accordance with Section 6.11 after the
Option Commencement Date, and all other contracts, leases, non-governmental
licenses, and other agreements that CNI expressly agrees to

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<PAGE> 17

assume, and (2) all obligations and liabilities arising out of events occurring
after the Effective Time related to CNI's ownership of the Assets or its
operation of the Station after the Effective Time.

(b) Notwithstanding its purchase of the Assets pursuant
to the Option, CNI shall not assume any obligations or liabilities of BBTC not
specified in Section 3.5(a) or (1) any obligations or liabilities under any
contract, lease, non-governmental license, or other agreement not included in
the Assets or entered into in violation of Section 6.11, (b) any obligations or
liabilities under any contract, lease, non-governmental license, or other
agreement relating to the period prior to the Closing Date (except to the
extent that the Purchase Price was reduced pursuant to Section 3.4(c) as a
result of any such obligation or liability), (c) any claims or pending
litigation or proceedings relating to the operation of the Station prior to the
Closing, (d) any obligations or liabilities arising under capitalized leases or
other financing agreements, (e) any obligations or liabilities arising under
agreements entered into other than in the ordinary course of business, (f) any
obligations or liabilities of BBTC under any employee pension, retirement, or
other benefit plans or collective bargaining agreements, (g) any obligation to
any employee of the Station for severance benefits, vacation time, or sick
leave accrued prior to the Closing Date (except to the extent that the Purchase
Price was reduced pursuant to Section 3.4(c) as a result of any such
obligation), or (h) any obligations or liabilities caused by, arising out of,
or resulting from any action or omission of BBTC prior to the Closing, and all
such obligations and liabilities shall remain and be the obligations and
liabilities solely of BBTC.

SECTION 4 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BBTC.

BBTC represents, warrants, and covenants to CNI as follows:

4.1 Organization, Standing, and Authority. BBTC is a limited
partnership duly organized, validly existing, and in good standing under the
laws of the State of Florida. BBTC has all requisite power and authority (a) to
own, lease, and use the Assets as now owned, leased, and used or proposed to be
owned, leased, or used by it, (b) to construct the Station and to conduct the
business and operations of the Station as now conducted or as proposed to be
conducted, and (c) to execute and deliver this Agreement and the documents
contemplated hereby, and to perform and comply with all of the terms,
covenants, and conditions to be performed and complied with by BBTC hereunder
and thereunder. BBTC is not a participant in any joint venture or partnership
with any other person or entity with respect to

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<PAGE> 18

any part of the operations of the Station or any of the Assets. BBTC has
delivered to CNI a true and complete copy of the Certificate and Limited
Partnership Agreement of BBTC.

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

4.3 Absence of Conflicting Agreements. The execution, delivery,
and performance of this Agreement and the documents contemplated hereby (with
or without the giving of notice, the lapse of time, or both): (a) do not
require the consent of any third party; (b) will not conflict with any
provision of the Certificate and Limited Partnership Agreement of BBTC; (c)
will not conflict with, result in a breach of, or constitute a default under,
any law, judgment, order, ordinance, injunction, decree, rule, regulation, or
ruling of any court or governmental instrumentality; (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 BBTC is a party or by which BBTC may be bound; and (e) will not create
any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance
of any nature whatsoever upon any of the Assets, other than the liens securing
the Loans.

4.4 Governmental Licenses. On or prior to the Option Commencement
Date, BBTC shall deliver the License Schedule, which shall be a true and
complete list as of the Option Commencement Date of all licenses, permits, and
other authorizations required from governmental and regulatory authorities for
the lawful construction of the Station and the lawful conduct of the business
of the Station in the manner and to the full extent it is and will be
conducted. From and after the Option Commencement Date, BBTC shall be the
authorized legal holder of all those licenses, permits, and other
authorizations, and none of the licenses, permits, and other authorizations
shall be subject to any restriction or condition that would limit the
operations of the Station as they are or will be conducted. BBTC is the
authorized legal holder of the Permit. All required licenses, permits, and
other authorizations, once obtained, shall remain in full force and effect, and
the operations of the Station shall at all times be in accordance therewith.

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4.5 Tangible Personal Property.

(a) On or prior to the Option Commencement Date, BBTC
shall deliver the Personal Property Schedule, which shall be a true and
complete list as of the Option Commencement Date of all material items of
tangible property used or useful in the operation of the Station, including any
machinery, equipment, tools, vehicles, furniture, leasehold improvements,
office equipment, plant, and inventory.

(b) From and after the Option Commencement Date,

(1) BBTC shall own and have good title to each
item listed on the Personal Property Schedule (other than items designated as
being leased by BBTC pursuant to lease agreements entered into with the prior
written consent of CNI).

(2) All tangible property owned or held by BBTC
shall be in good operating condition and repair (ordinary wear and tear
excepted) and shall be available for immediate use in the construction and
operation of the Station.

(3) All items of transmitting and studio
equipment owned or held by BBTC shall (A) be maintained in a manner consistent
with generally accepted standards of good engineering practice, and (B) permit
the Station and any unit auxiliaries thereto to operate in accordance with the
terms of the FCC Licenses and the rules and regulations of the FCC, and with
all other applicable federal, state, and local statutes, ordinances, rules, and
regulations.

4.6 Real Property.

(a) On or prior to the Option Commencement Date, BBTC
shall deliver the Real Property Schedule, which shall be a true and complete
description as of the Option Commencement Date of all interests of BBTC in any
Real Property, including fee estates, leaseholds and subleaseholds, purchase
options, licenses, easements, rights to access, and rights of way. The Real
Property Schedule shall specify the street address, legal description, owner,
and use and the location of all improvements on the Real Property.

(b) From and after the Option Commencement Date:

(1) BBTC shall have full legal and practical
access to all of the Real Property.

(2) All buildings or improvements located on the
Real Property (A) shall be in good condition and repair consis-

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<PAGE> 20

tent with their present use, and (B) shall comply with all applicable building
or zoning codes and the regulations of any governmental authority having
jurisdiction.

(3) With respect to each leasehold or
subleasehold interest included in the Assets, so long as BBTC fulfills its
obligations under the lease therefor, BBTC shall have enforceable rights to
nondisturbance and quiet enjoyment, and no third party shall hold any interest
in the leased premises with the right to foreclose upon BBTC's leasehold or
subleasehold interest.

4.7 Contracts.

(a) On or prior to the Option Commencement Date, BBTC
shall deliver the Contracts Schedule, which shall be a true and complete list
as of the Option Commencement Date of all contracts, leases, non-governmental
licenses, and other agreements, written or oral, that relate to the Assets or
the construction or operation of the Station, and shall deliver to CNI true and
complete copies of all written contracts, leases, non-governmental licenses,
and other agreements and true and complete memoranda of all oral contracts,
leases, non-governmental licenses, and other agreements listed on the Contracts
Schedule.

(b) As of the date of this Agreement, except as disclosed
on Schedule 4.7, BBTC is not a party to or bound by any contract, lease,
non-governmental license, or other agreement relating to the Assets or the
construction or operation of the Station, other than this Agreement and the
other agreements to be entered into pursuant to this Agreement. With respect to
the agreements listed on Schedule 4.7, (1) BBTC has delivered to CNI true and
complete copies of all written agreements and true and complete memoranda of
all oral agreements, (2) all of such agreements are in full force and effect
and are valid, binding, and enforceable in accordance with their terms, and (3)
there is not under any such agreement any default by any party thereto or any
event that, after notice or lapse of time or both, could constitute a default.

(c) From and after the Option Commencement Date, (1) all
the agreements listed on the Contracts Schedule shall be in full force and
effect and shall be valid, binding, and enforceable in accordance with their
terms, (2) there shall not be under any such agreement any default by any party
thereto or any event that, after notice or lapse of time or both, would
constitute a default, (3) BBTC shall have full legal power and authority to
assign its rights under all agreements listed on the Contracts Schedule to CNI,
and (4) the assignment of those agreements to CNI will not affect the validity,
enforceability, or continuation of any of those agreements.

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<PAGE> 21

4.8 Personnel.

(a) On or prior to the Option Commencement Date, BBTC
shall deliver the Personnel Schedule, which shall be a true and complete list
as of the Option Commencement Date of all persons employed or retained as
independent contractors by the Station and a description of their compensation.

(b) On the Closing Date, no controversies, disputes, or
proceedings shall be pending or threatened between BBTC and any employees
(singly or collectively) of the Station, no labor union or other collective
bargaining unit shall represent or claim to represent any of the employees of
the Station, and there shall be no union campaign being conducted to solicit
cards from employees to authorize a union to request a National Labor Relations
Board certification election with respect to any employees of the Station.

4.9. Intangibles. On or prior to the Option Commencement Date, BBTC
shall deliver the Intangibles Schedule, which shall be a true and complete list
as of the Option Commencement Date of all copyrights, trademarks, trade names,
service marks, service names, licenses, patents, permits, and other similar
intangible property rights and interests applied for, issued to, or owned by
BBTC or under which BBTC is licensed or franchised and which are used or useful
in the business and operations of the Station (exclusive of those listed on the
Licenses Schedule), together with copies of all existing documents that
establish or evidence any of such intangible property rights. From and after
the Option Commencement Date, all of the intangible property rights listed on
the Intangibles Schedule shall be valid and in good standing and uncontested.
BBTC shall not infringe upon or otherwise act adversely to any trademarks,
trade names, service marks, service names, copyrights, patents, patent
applications, know-how, methods, or processes owned by any other person or
persons.

4.10. Claims and Legal Actions. Except for rulemaking proceedings
affecting the television broadcasting industry generally, there is no claim,
legal action, counterclaim, suit, arbitration, governmental investigation, or
other legal, administrative, or tax proceeding, nor any order, decree, or
judgment, in progress or pending, or, to the knowledge of BBTC, threatened,
against or relating to BBTC, its properties, the Assets, or the business of the
Station, nor does BBTC know or have reason to be aware of any basis for the
same.

4.11. Compliance with Laws. BBTC has complied and will comply fully
with the terms of all licenses, permits, and other authorizations from
governmental authorities and with all laws,

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<PAGE> 22

rules, regulations, and ordinances. Neither the ownership nor use of BBTC's
properties nor the conduct of its business conflicts or will conflict with the
rights of any person or entity.

4.12 FCC Actions. BBTC is not aware of any facts that could prevent
the FCC from issuing the FCC Consent.

4.13 Brokers. Neither BBTC nor any person or entity acting on its
behalf has agreed to pay a commission, finder's fee, or similar payment in
connection with this Agreement or any matter related hereto to any person or
entity, nor has it or any person or entity acting on its behalf taken any
action on which a claim for any such payment could be based.

4.14 Environmental Matters .

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

(b) BBTC has no liability relating to its construction,
ownership, and operation of the Station under the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act, the Federal Water Pollution Control Act, the Clean Air Act, the
Safe Drinking Water Act, the Toxic Substances Control Act, the Refuse Act, the
Emergency Planning and Community Right-to-Know Act, or the Occupational Safety
and Health Act (each as amended) or any other law, rule, or regulation of any
federal, state, or local government (or agency thereof) concerning release or
threatened release of hazardous substances, public or employee health and
safety, or pollution or protection of the environment.

(c) BBTC has not handled or disposed of any substance,
arranged for the disposal of any substance, or owned or operated any property
or facility in any manner that could form the basis for any present or future
charge, complaint, action, suit, proceeding, hearing, investigation, claim, or
demand, under the common law or pursuant to any statute, against BBTC giving
rise to any such liability) for damage to any site, location, or body of water
(surface of subsurface) or for illness or personal injury.

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<PAGE> 23

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

4.15 Balance Sheet. BBTC has delivered to CNI a true and complete
copy of its balance sheet as of October 31, 1993. Such balance sheet has been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis and fairly, accurately, and completely presents BBTC's
financial condition as of the date of this Agreement.

4.16 Full Disclosure. No representation or warranty made by BBTC in
this Agreement or in any certificate, document, or other instrument furnished
or to be furnished by BBTC pursuant hereto contains or will contain any untrue
statement of a material fact, or omits or will omit to state any material fact
required to make any statement contained herein or therein not misleading.

SECTION 5 REPRESENTATIONS AND WARRANTIES OF CNI.

CNI represents and warrants to BBTC as follows:

5.1 Organization, Standing, and Authority. CNI is a non-profit
corporation duly organized, validly existing, and in good standing under the
laws of the State of Florida. CNI has all requisite power and authority to
execute and deliver this Agreement and the documents contemplated hereby and to
perform and comply with all of the terms, covenants, and conditions to be
performed and complied with by CNI hereunder and thereunder.

5.2 Authorization and Binding Obligation. The execution, delivery,
and performance of this Agreement by CNI have been duly authorized by all
necessary action on the part of CNI. This Agreement has been duly executed and
delivered by CNI and constitutes a legal, valid, and binding obligation of CNI,
enforceable against CNI in accordance with its terms except as the
enforceability hereof may be affected by bankruptcy, insolvency, or

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<PAGE> 24

similar laws affecting creditors' rights generally and by judicial discretion
in the enforcement of equitable remedies.

5.3 Absence of Conflicting Agreements and Required Consents.
Except that the FCC Consent will be required prior to the purchase and sale of
the Assets following exercise of the Option, the execution, delivery, and
performance of this Agreement and the documents contemplated hereby by CNI
(with or without the giving of notice, the lapse of time, or both): (a) do not
require the consent of any governmental or regulatory authority or any other
third party; (b) will not conflict with the Articles of Incorporation or
By-Laws of CNI; (c) will not conflict with, result in a breach of, or
constitute a default under, any law, judgment, order, ordinance, injunction,
decree, rule, regulation, or ruling of any court or governmental
instrumentality; 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 CNI is a party or by
which CNI may be bound.

5.4 Brokers. Neither CNI nor any person or entity acting on its
behalf has agreed to pay a commission, finder's fee, or similar payment in
connection with this Agreement or any matter related hereto to any person or
entity, nor has it or any person or entity acting on its behalf taken any
action on which a claim for any such payment could be based.

5.5 Full Disclosure. No representation or warranty made by CNI in
this Agreement or in any certificate, document, or other instrument furnished
or to be furnished by CNI pursuant hereto contains or will contain any untrue
statement of a material fact, or omits or will omit to state any material fact
required to make any statement contained herein or therein not misleading.

SECTION 6 ADDITIONAL COVENANTS REGARDING CONSTRUCTION AND OPERATION OF
THE STATION.

BBTC covenants and agrees that between the date of this Agreement and
the expiration of the Option or the Closing Date, or, if later, until the
repayment in full of the Loans and all interest accrued thereon, BBTC will act
in accordance with the following:

6.1 General. BBTC will construct the Station and conduct its
business diligently, in the ordinary course (except where such conduct would
conflict with the following covenants, with BBTC's other obligations under this
Agreement, or with the Time Brokerage Agreement), and in such a manner so that
the representations and warranties contained in this Section 4 shall continue
to be

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<PAGE> 25

true on the Closing Date as if made on and as of the Closing Date.

6.2 Completion Certificate. BBTC will deliver to CNI within five
days after the Completion Date a certificate, executed by BBTC and a qualified
independent engineer approved by CNI, specifying the Completion Date and
certifying that construction of the Station has been completed in accordance
with the Permit and standard industry requirements for normal commercial
operations and that the Station has commenced program tests.

6.3 Liens. BBTC will not create, assume, or permit to exist any
mortgage, pledge, lien, or other charge or encumbrance affecting any of the
Assets, except for liens for current taxes not yet due and payable and liens
securing the Loans.

6.4 Disposition of Assets. BBTC will not sell, assign, lease, or
otherwise transfer or dispose of any assets used or useful in the construction
or operation of the Station.

6.5 Licenses. BBTC will not cause or permit, by any act or failure
to act, any governmental license, permit, or other authorization to expire or
to be surrendered or modified, or take any action that would cause the FCC or
any other governmental authority to institute proceedings for the suspension,
revocation, or adverse modification of any governmental license, permit, or
other authorization, or fail to prosecute with due diligence any applications
to any governmental authority in connection with the construction or operation
of the Station.

6.6 Partnership Existence. BBTC will comply in all respects with
its Certificate and Limited Partnership Agreement and will preserve, renew, and
keep in full force and effect its existence as a limited partnership. BBTC will
not amend its Certificate and Limited Partnership Agreement except as required
to redeem in full the partnership interest of MFR, Inc. and, if necessary, to
admit a substitute limited partner, which shall be controlled by the general
partner of BBTC, so as to preserve BBTC's partnership existence. Except as
provided in the preceding sentence, BBTC shall not admit any person or entity
as a partner of BBTC.

6.7 Access. BBTC will give to CNI and its counsel, accountants,
engineers, and other authorized representatives reasonable access to the Assets
and all books and records relating thereto, and will furnish or cause to be
furnished to CNI and its authorized representatives all information relating to
the Assets that they reasonably request.

6.8 Notice of Events. BBTC will give CNI prompt written notice of
any material change in any of the information contained in its representations
and warranties in this Agreement or in the

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<PAGE> 26

Schedules and of any occurrence involving the Station and not arising in the
ordinary course of the Station's business.

6.9 Maintenance of Assets. BBTC will maintain all of the Station's
property and assets or replacements thereof in good condition. If any loss,
damage, impairment, confiscation, or condemnation to any of the Assets occurs,
BBTC shall repair, replace, or restore the Assets to their prior condition as
represented herein as soon thereafter as possible, and BBTC will use the
proceeds of any claim under any insurance policy solely to repair, replace, or
restore any of the Assets that are lost, damaged, impaired, or destroyed.

6.10 Insurance. BBTC shall maintain in effect policies of insurance
that (1) are adequate in amount with respect to, and for the full value
(subject to customary deductibles) of, the Assets, and (2) insure the Assets
and the business of the Station against all foreseeable risk.

6.11 Contracts. BBTC will not enter into any contract, lease, or
other agreement other than contracts, leases, and other agreements entered into
in the ordinary course of business that will not impose on CNI after the
Closing any material non-monetary obligations or any monetary obligations in
excess of $5,000 in the aggregate. BBTC shall not become a party to or become
subject to any collective bargaining agreements with respect to the Station and
shall not enter into any written or oral contracts of employment with any
employee of the Station.

6.12 ERISA Liabilities. BBTC will not create, become a party to,
incur any liability to or in respect of, or agree or incur any obligation to
contribute to any employee benefit plan, as defined under Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended, and the
regulations thereunder.

6.13 Indebtedness. BBTC will not incur, create, assume, or permit
to exist any indebtedness, except:.

(a) indebtedness owed to CNI;

(b) unsecured trade payables incurred and paid in the
ordinary course of business; and

6.14 Taxes. BBTC will file or cause to be filed all federal, state,
county, local, or city tax returns that are required to be filed, and will pay
or cause to be paid all taxes shown on those returns or on any tax assessment
received by it.

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<PAGE> 27

6.15 Inconsistent Actions. BBTC will not take any action that is
inconsistent with its obligations under this Agreement or that could hinder or
delay the consummation of the transactions contemplated by this Agreement.

SECTION 7 SPECIAL COVENANTS AND AGREEMENTS.

7.1 FCC Consent. The assignment of the FCC Licenses in connection
with the purchase and sale of the Assets pursuant to the Option shall be
subject to the prior consent and approval of the FCC. Promptly upon the
exercise of the Option, CNI and BBTC shall prepare for filing with the FCC an
appropriate application for FCC Consent. The parties shall file and prosecute
the application with all reasonable diligence and otherwise use their best
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
(a) the condition was imposed on it as the result of a circumstance the
existence of which does not constitute a breach by the party of any of its
representations, warranties, or covenants under this Agreement, and (b)
compliance with the condition would have a material adverse effect upon it. CNI
and BBTC shall oppose any requests for reconsideration or judicial review of
the FCC Consent and shall jointly request an extension of the effective period
of the FCC Consent if the Closing shall not have occurred prior to the
expiration of the original effective period of the FCC Consent. No extension of
the FCC Consent shall limit the exercise by either party of its right to
terminate the Option under Section 10.

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

7.3 Confidentiality. Except as necessary for the consummation of
the transaction contemplated by this Agreement, including CNI'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 Agreement. If the Option
is terminated, each party will return to the other party all information
obtained by the such party from the other party in connection with the
transactions contemplated by this Agreement.

7.4 Public Announcements. CNI and BBTC jointly shall prepare and
determine the timing of any press release or other public announcement relating
to the execution of this Agreement. Neither CNI nor BBTC will issue any press
release or make any

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<PAGE> 28

other public announcement relating to the transactions contemplated by this
Agreement without the prior consent of the other party, except that either
party may, with prior notice to the other party, make any disclosure that it
determines in good faith is required to be made by it under applicable law
(including the federal securities laws).

7.5 Cooperation. CNI and BBTC shall cooperate fully with each
other and their respective counsel, engineers, and accountants in connection
with any actions required to be taken as part of their obligations under this
Agreement, and CNI and BBTC will use their best efforts to consummate the
transactions contemplated hereby and to fulfill their obligations under this
Agreement.

7.6 Noncompetition Agreement. At Closing, CNI, BBTC, and the
Covenanting Parties shall enter into the Noncompetition Agreement.

7.7 Access. BBTC shall provide CNI access and the right to copy
for a period of five years from the Closing Date any books and records that
relate to the Assets but are not included in the Assets.

7.8 Control of the Station. Prior to Closing, except to the extent
that certain functions relating to the Station have been lawfully delegated or
assigned by BBTC to CNI pursuant to the Time Brokerage Agreement, CNI shall
not, directly or indirectly, control, supervise, direct, or attempt to control,
supervise, or direct, the operations of the Station; such operations, including
complete control and supervision of all of the Station programs, employees, and
policies, shall be the sole responsibility of BBTC until the Closing.

SECTION 8 CONDITIONS TO OBLIGATIONS OF CNI AND BBTC AT CLOSING.

8.1 Conditions to Obligations of CNI. All obligations of CNI at
the Closing under this Agreement are subject at CNI's option to the fulfillment
prior to or at the Closing Date of each of the following conditions: .

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

(b) Covenants and Conditions. BBTC shall have performed
and complied in all material respects with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by it
prior to or on the Closing Date, no Event of Default shall have occurred and be
continuing, and no

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<PAGE> 29

condition or event shall exist or have occurred which with the passage of time,
or the giving of notice, or both, would constitute an Event of Default.

(c) Consents. All consents, permits, or approvals of
third parties, including governmental authorities, necessary to transfer any of
the Assets to CNI or otherwise to consummate the transactions contemplated
hereby shall have been obtained, without any adverse change in the terms or
conditions of any agreement or any governmental license, permit, or other
authorization.

(d) FCC Consent. The FCC Consent shall have been granted
without the imposition on CNI of any conditions that need not be complied with
by CNI under Section 7.1, BBTC shall have complied with any conditions imposed
on it by the FCC Consent, and the FCC Consent shall have become a Final Order.

(e) Governmental Authorizations. BBTC shall be the holder
of all required governmental licenses, permits, and other authorizations, and
there shall not have been any modification of any governmental license, permit,
or other authorization 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 would be to revoke, cancel, fail to renew, suspend, or modify
adversely any governmental license, permit, or other authorization.

(f) Deliveries. BBTC shall have made or stand willing to
make all the deliveries to CNI set forth in Section 9.2.

(g) Adverse Change. Between the Option Commencement Date
and the Closing Date, except as a result of actions taken by CNI under the Time
Brokerage Agreement, there shall have been no material adverse change in the
business, assets, properties, or business prospects of the Station, including
any damage, destruction, or loss affecting any assets used or useful in the
conduct of the business of the Station that has not been repaired, restored, or
remedied, excepting normal wear and tear to the Assets.

8.2 Conditions to Obligations of BBTC. All obligations of BBTC at
the Closing under this Agreement are subject at BBTC's option to the
fulfillment prior to or at the Closing Date of each of the following
conditions:.

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

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<PAGE> 30

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

(d) FCC Consent. The FCC Consent shall have been granted
without the imposition on BBTC of any conditions that need not be complied with
by BBTC under Section 7.1 hereof and CNI shall have complied with any
conditions imposed on it by the FCC Consent.

SECTION 9 CLOSING AND CLOSING DELIVERIES.

9.1 Closing.

(a) Closing Date. The Closing shall take place at 10:00
a.m. on a date not earlier than the first business day after the FCC Consent is
granted and not later than thirty days following the date upon which the FCC
Consent has become a Final Order, to be set by CNI on at least five days'
written notice to BBTC.

(b) Closing Place. The Closing shall be held at the
offices of Dow, Lohnes & Albertson, 1255 Twenty-Third Street, N.W., Suite 500,
Washington, D.C. 20037, or any other place that is agreed upon by CNI and BBTC.

9.2 Deliveries by BBTC. Prior to or on the Closing Date, BBTC
shall deliver to CNI the following, in form and substance reasonably
satisfactory to CNI and its counsel:.

(a) Transfer Documents. Duly executed bills of sale and
other transfer documents which shall be sufficient to vest good title to the
Assets in the name of CNI, free and clear of all mortgages, liens,
restrictions, encumbrances, claims, and obligations except for liens for
current taxes not yet due and payable and liens securing the Loans.

(b) Consents. A manually executed copy of any instrument
evidencing receipt of the consent or approval of any governmental or regulatory
authority or any other third party necessary to transfer any of the Assets to
CNI or otherwise to consummate the transactions contemplated hereby.

(c) Certificate. A certificate, dated as of the Closing
Date, executed on behalf of BBTC by its general partner, certifying: (1) that
the representations and warranties of BBTC contained in this Agreement are true
and complete in all material respects as of the Closing Date as though made on
and as of that date; and (2) that BBTC has in all material respects performed

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<PAGE> 31

and complied with all of its obligations, covenants, and agreements set forth
in this Agreement to be performed and complied with on or prior to the Closing
Date.

(d) Licenses, Leases, Etc. Copies of all governmental
licenses, permits, and other authorizations, and all related files and records
used by BBTC in the operations of the Station.

(e) Noncompetition Agreement. The Noncompetition
Agreement, duly executed by BBTC and the Covenanting Parties.

(f) Opinion of Counsel. Opinion of BBTC's counsel dated
as of the Closing Date, substantially in the form of Exhibit F.

9.3 Deliveries by CNI. Prior to or on the Closing Date, CNI shall
deliver to BBTC the following, in form and substance reasonably satisfactory to
BBTC and its counsel:.

(a) Estimated Purchase Price. The Estimated Purchase
Price as provided in Section 3.4(b)(1).

(b) Canceled Line of Credit Note. The Line of Credit
Note, duly marked to indicate that all obligations of BBTC for principal and
interest thereunder have been canceled, together with any instruments
reasonably requested by BBTC to evidence the termination of any security
interests granted by BBTC to secure the Line of Credit Note.

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

(d) Noncompetition Agreement. The Noncompetition
Agreement, duly executed by CNI.

(e) Opinion of Counsel. An opinion of CNI's counsel dated
as of the Closing Date, substantially in the form of Exhibit G.

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<PAGE> 32

SECTION 10 TERMINATION.

10.1 Termination by BBTC.

(a) Before Exercise of the Option. Before the exercise of
the Option, the Option may be terminated by BBTC, if BBTC is not then in
material default, upon written notice to CNI, if the Time Brokerage Agreement
shall have expired or shall have been terminated in accordance with its terms,
other than as a result of BBTC's breach thereof.

(b) Following Exercise of the Option. Following the
exercise of the Option but before the Closing, the Option may be terminated by
BBTC and the purchase and sale of the Station abandoned, if BBTC is not then in
material default, upon written notice to CNI, upon the occurrence of any of the
following:.

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

(2) 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.

(3) If the Time Brokerage Agreement shall have
expired or shall have been terminated in accordance with its terms, other than
as a result of BBTC's breach thereof.

10.2 Termination by CNI.

(a) Following Exercise of the Option. Following the
exercise of the Option but before the Closing, the Option may be terminated by
CNI and the purchase and sale of the Station abandoned, if CNI is not then in
material default, upon written notice to BBTC, upon the occurrence of any of
the following:.

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

(2) 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.

(3) If the Time Brokerage Agreement shall have
expired or shall have been terminated in accordance with its terms, other than
as a result of BBTC's breach thereof.

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<PAGE> 33

(b) Interruption of Service. Following the Completion
Date, the Option may be terminated by CNI and (if the Option has been
exercised) the purchase and sale of the Station abandoned, upon written notice
to BBTC, if any event shall have occurred that prevented signal transmission by
the Station in the normal and usual manner for more than 120 hours in any
continuous period of thirty days.

10.3 Automatic Termination. The Option shall terminate
automatically if the Option shall at any time and for any reason cease to be in
full force and effect, shall be revoked or terminated, or shall be declared
null and void by a final order of a court of competent jurisdiction.

10.4 Rights on Termination. If the Option is terminated pursuant to
Section 10.1, Section 10.2, or Section 10.3 and neither party is in material
breach of any provision of this Agreement, the parties hereto shall not have
any further liability to each other with respect to the purchase and sale of
the Assets. If the Option is terminated by either party due to the other
party's material breach of any provision of this Agreement, the terminating
party shall have all rights and remedies available at law or equity. The
termination of the Option pursuant to Section 10.1, Section 10.2, or Section
10.3 shall not impair or otherwise affect the obligations of BBTC under the
Line of Credit Note or diminish the obligations of BBTC to comply with the
covenants set forth in this Agreement until the repayment in full of the Loans
and all interest accrued thereon as provided in Section 2.5.

SECTION 11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION;
CERTAIN REMEDIES.

11.1 Representations and Warranties. All representations and
warranties contained in this Agreement shall be deemed continuing
representations and warranties and shall survive the Closing for a period of
eighteen months. 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 herein. No notice or information delivered by BBTC shall
affect CNI's right to rely on any representation or warranty made by BBTC or
relieve BBTC of any obligations under this Agreement as the result of a breach
of any of its representations and warranties.

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

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<PAGE> 34

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

(b) Obligations. Any and all obligations of BBTC not
assumed by CNI pursuant to this Agreement.

(c) Ownership. Any and all losses, liabilities, or
damages resulting from the operation or ownership of the Station prior to the
Closing.

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

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

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

(b) Obligations. Any and all obligations of BBTC assumed
by CNI pursuant to this Agreement.

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

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

11.4 Specific Performance. The parties recognize that if BBTC
breaches this Agreement and refuses to perform under the provisions of this
Agreement, monetary damages alone would not be adequate to compensate CNI for
its injury. CNI shall therefore be entitled, in addition to any other remedies
that may be

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<PAGE> 35

available, including money damages, to obtain specific performance of the terms
of this Agreement. If any action is brought by CNI to enforce this Agreement,
BBTC shall waive the defense that there is an adequate remedy at law.

11.5 Attorneys' Fees. In the event of the filing by either party of
a lawsuit for any remedy available under this Agreement, the prevailing party
shall be entitled to reimbursement from the other party of its reasonable legal
fees and expenses.

SECTION 12 MISCELLANEOUS.

12.1 Fees and Expenses. BBTC shall pay any filing fees, transfer
taxes, sales taxes, document stamps, or other charges levied by any
governmental entity, including any subsequently instituted tax on the
assignment of FCC licenses, on account of the transfer of the Assets from BBTC
to CNI. Except as otherwise provided in this Agreement, each party shall pay
its own expenses incurred in connection with the authorization, preparation,
execution, and performance of this Agreement, including all fees and expenses
of counsel, accountants, agents, and representatives.

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

<TABLE>
<S> <C>
If to BBTC: Bradenton Broadcast Television Company, Ltd.
515 First Avenue East
Bradenton, Florida 34208
Attention: Ms. Anita Flenoy Rogers

With a copy to: Baynard, Harrell, Ostow & Ulrich, P.A.
100 Second Avenue South
Twelfth Floor
St. Petersburg, Florida 33701
Attention: Mr. Robert L. Ulrich

If to CNI: The Christian Network, Inc.
14444 66th Street North
Clearwater, Florida 34624
Attention: Mr. Lowell W. Paxson

With a copy to: Dow, Lohnes & Albertson
1255 Twenty-Third Street, N.W.
Suite 500
Washington, D.C. 20037
Attention: John R. Feore, Jr.
</TABLE>

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<PAGE> 36

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
12.2. A notice mailed by registered or certified mail, postage prepaid and
return receipt requested, shall be deemed to have been duly delivered and
received on the date of receipt shown on the return receipt.

12.3 Benefit and Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

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

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

12.6 ENFORCEMENT. BBTC (A) HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE STATE COURTS OF THE STATE OF FLORIDA AND TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE __________ DISTRICT OF
FLORIDA, FOR THE PURPOSE OF ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING OUT
OF OR BASED UPON THIS AGREEMENT, THE LINE OF CREDIT NOTE, THE SECURITY
AGREEMENT, ANY MORTGAGE, OR THE SUBJECT MATTER HEREOF OR THEREOF BROUGHT BY CNI
OR ITS SUCCESSORS OR ASSIGNS AND (B) HEREBY WAIVES, AND AGREES NOT TO ASSERT,
BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION, OR
PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF
THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT
OR EXECUTION, THAT THE SUIT, ACTION, OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION, OR PROCEEDING IS
IMPROPER OR THAT THIS AGREEMENT, THE LINE OF CREDIT NOTE, THE SECURITY
AGREEMENT, ANY MORTGAGE, OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE
ENFORCED IN OR BY SUCH COURT, AND (C) HEREBY WAIVES AND AGREES NOT TO SEEK ANY
REVIEW BY ANY COURT OF ANY JURISDICTION OTHER THAN FLORIDA OR THE UNITED STATES
WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF THE JUDGMENT OF ANY SUCH
FLORIDA STATE OR FEDERAL COURT. BBTC HEREBY CONSENTS TO SERVICE OF PROCESS BY
CERTIFIED OR REGISTERED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN.
BBTC AGREES THAT ITS SUBMISSION TO JURISDICTION AND ITS CONSENT TO SERVICE OF
PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF CNI. FINAL JUDGMENT

- 34 -
<PAGE> 37

AGAINST BBTC IN ANY SUCH ACTION, SUIT, OR PROCEEDING MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT, ACTION, OR PROCEEDING ON THE JUDGMENT, OR IN ANY OTHER
MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION;
PROVIDED, HOWEVER, THAT CNI MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER
JUDICIAL PROCEEDINGS, AGAINST BBTC OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL
COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE BBTC, OR SUCH
ASSETS, MAY BE FOUND.

12.7 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 Agreement.

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

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

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

12.11 Agreements by Covenanting Parties.

(a) In consideration of the execution and delivery of
this Agreement by CNI, each of the Covenanting Parties agrees, at the Closing,
to enter into the Noncompetition Agreement.

(b) Each of the Covenanting Parties represents and
warrants to CNI as follows:

(1) This Agreement has been duly and validly
executed and delivered by him or her and constitutes his or her legal, valid,
and binding agreement, enforceable in accordance with its terms, except as the
enforceability of this Agreement may be affected by bankruptcy, insolvency, or
similar laws affecting creditors' rights generally, and by judicial discretion
in the enforcement of equitable remedies.

- 35 -
<PAGE> 38

(2) The Noncompetition Agreement, when executed
and delivered by him or her at Closing, will constitute his or her legal,
valid, and binding agreement, enforceable in accordance with its terms, except
as the enforceability of the Noncompetition Agreement may be affected by
bankruptcy, insolvency, or similar laws affecting creditors' rights generally,
and by judicial discretion in the enforcement of equitable remedies.

(3) Neither the execution and delivery by him or
her of this Agreement, the Noncompetition Agreement, or any other document or
instrument to be delivered by him or her pursuant hereto nor the consummation
of the transactions contemplated hereby and thereby will (A) result in a
default (or give rise to any right of termination, cancellation, or
acceleration), with or without notice or the passage of time, or both, under
any of the terms, conditions, or provisions of any note, bond, mortgage,
indenture, agreement, lease, or other instrument or obligation to which he is a
party or by which any of his assets may be bound, or (B) violate any law, rule,
regulation, order, writ, injunction, or decree applicable to him or her.

- 36 -
<PAGE> 39

IN WITNESS WHEREOF, this Agreement has been executed by BBTC and CNI
as of the date first written above.

Bradenton Broadcast Television Company, Ltd.

By: /s/ Anita F. Rogers
-----------------------------------
Name: Anita F. Rogers
---------------------------------
Title: President
--------------------------------

The Christian Network, Inc.

By: /s/ James L. West
-----------------------------------
Name: James L. West
---------------------------------
Title: Chairman
--------------------------------

COVENANTING PARTIES:

- ------------------------

- 37 -
<PAGE> 40

LIST OF EXHIBITS

EXHIBIT A -- Form of Noncompetition Agreement

EXHIBIT B -- Form of Time Brokerage Agreement

EXHIBIT C -- Form of Line of Credit Note

EXHIBIT D -- Form of Security Agreement

EXHIBIT E -- Form of Loan Opinion

EXHIBIT F -- Form of Opinion of BBTC's Counsel

EXHIBIT G -- Form of Opinion of CNI's Counsel

EXHIBIT H -- Form of MFR Noncompetition Agreement

- iv -

<PAGE> 1

EXHIBIT 10.69.1
<PAGE> 2

EXHIBIT 10.69.1

PARTIAL ASSIGNMENT AND ASSUMPTION
OF LOAN AND OPTION AGREEMENT

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF LOAN AND OPTION AGREEMENT is
made as of May 15, 1994, by and between The Christian Network, Inc., a Florida
non-profit corporation ("Assignor"), and Paxson Communications of Tampa-66,
Inc., a Florida corporation ("Assignee").

A. Assignor and Bradenton Broadcast Television Company, Ltd., a
Florida limited partnership ("BBTC"), have entered into a Loan and Option
Agreement (the "Agreement") dated as of December 17, 1993, pursuant to which
Assignor agreed to loan funds to BBTC to construct Television Station WTBG-TV,
Channel 66, Bradenton, Florida (the "Station") and BBTC granted Assignor an
option to purchase the Assets as defined in the Agreement, including the
licenses, for the Station under certain terms and conditions.

B. Assignor desires to assign to Assignee all of its right,
title, interest, benefits, obligations and burdens under the Agreement relating
to the option to acquire the Station's Assets, as defined in the Agreement, and
Assignee desires to accept assignment of such right, title, interest and
benefits and to assume such obligations and burdens.

NOW, THEREFORE, in consideration of the premises, the mutual promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee agree as
follows:

1. Assignor does hereby sell, assign, transfer and convey to
Assignee all of Assignor's right, title, interest, benefits, obligations and
burdens in, to and under the Agreement, and all agreements, exhibits,
schedules, certificates and documents delivered
<PAGE> 3

- 2 -

pursuant to the Agreement, relating to the option to acquire the Station's
Assets, subject to the terms, conditions and covenants contained in the
Agreement.

2. Assignee hereby accepts all of Assignor's right, title,
interest and benefits, and assumes all of Assignor's obligations and burdens,
under the Agreement, and all agreements, exhibits, schedules, certificates and
documents delivered pursuant to the Agreement, relating to the option to
acquire the Station's Assets, subject to the terms, conditions and covenants
contained in the Agreement.

3. Upon the Closing (as defined in the Agreement), Assignee shall
pay to Assignor One Hundred Thousand Dollars ($100,000) and shall return to
Assignor the Amended and Restated Promissory Note in the principal amount of
One Million Four Hundred Thousand Dollars ($1,400,000) payable by Assignor to
Assignee, which Note shall be marked "cancelled."

IN WITNESS WHEREOF, the parties have caused this instrument to be
executed by their duly authorized officers as of the date first above written.

ASSIGNOR: The Christian Network, Inc.

By: /s/ James L. West
-------------------------------------
Name: James L. West
Title: Chairman

ASSIGNEE: Paxson Communications of Tampa-66, Inc.

By: /s/ William L. Watson
-------------------------------------
Name: William L. Watson
Title: Secretary

<PAGE> 4

- 3 -

CONSENT

Pursuant to the Loan and Option Agreement, BBTC hereby consents to the
assignment by Assignor to Assignee all of Assignor's right, title, interest,
benefits, obligations and burdens in, to and under the Agreement, and all
agreements, exhibits, schedules, certificates and documents delivered pursuant
to the Agreement, relating to the acquisition of the option to acquire the
Station's Assets.

Bradenton Broadcast Television Company, Ltd.

By: /s/ Anita F. Rogers
----------------------------------------
Name: Anita F. Rogers
Title: President

<PAGE> 1

EXHIBIT 10.70
<PAGE> 2
EXHIBIT 10.70

PARTIAL ASSIGNMENT AND ASSUMPTION
OF TIME BROKERAGE AGREEMENT

This Partial Assignment and Assumption of Time Brokerage Agreement
made as of the 15 day of May, 1994, by and among Bradenton Broadcast
Television Company, Ltd. ("Licensee"), The Christian Network, Inc.
("Programmer"), and Paxson Communications of Tampa-66, Inc. ("Paxson").

RECITALS:

1. Licensee and Programmer are parties to a Time Brokerage
Agreement dated as of December 17, 1993 (the "Agreement"), pursuant to which
Programmer has agreed to provide programming for television broadcast station
WTBG-TV, Channel 66, Bradenton, Florida (the "Station"), subject to all rules,
regulations and policies of the Federal Communications Commission and to
Licensee's full authority to control the operation of the Station.

2. Programmer desires to assign, in part, its rights and
interests under the Agreement to Paxson, and Paxson desires to assume, in part,
Programmer's obligations under the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1. Assignment and Assumption. Programmer hereby assigns to
Paxson Programmer's rights under the Agreement insofar as such rights relate to
the provision of up to 12 hours per day of programming for the Station, subject
to all of the terms and conditions applicable to Programmer's provision of its
programming to the Station. Paxson hereby assumes all of Programmer's payment
obligations under the Agreement. Licensee hereby acknowledges and consents to
such assignment and assumption.

2. Rights and Obligations. All rights of Programmer under the
Agreement shall apply to Paxson insofar as and to the extent such rights are
applicable to Paxson's provision of up to 12 hours per day of programming for
the Station. All payment obligations of Programmer under the Agreement shall
apply to and shall be satisfied by Paxson.

3. Miscellaneous.

(a) Descriptive Headings. The descriptive headings of
the several sections of this Partial Assignment are inserted for convenience
only and shall not affect the meaning or construction of any of the provisions
hereof.
<PAGE> 3
-2-

(b) Governing Law. This Partial Assignment and the
rights and obligations of the parties hereunder shall be construed in
accordance with and shall be governed by the laws of the State of Florida.

(c) Counterparts. This Partial Assignment may be
executed in one or more counterparts, each of which shall constitute an
original agreement, but all of which together shall constitute one and the same
instrument.

BRADENTON BROADCAST
TELEVISION COMPANY, LTD.

By: Anita Flenoy Rogers,
its General Partner

/s/ Anita Flenoy Rogers
-----------------------------------------

THE CHRISTIAN NETWORK, INC.

By: /s/ James L. West
-----------------------------------------
Name: James L. West
Title: Chairman

PAXSON COMMUNICATIONS OF TAMPA-66, INC.

By: /s/ William L. Watson
-----------------------------------------
Name: William L. Watson
Title: Secretary

<PAGE> 1

EXHIBIT 10.71
<PAGE> 2
EXHIBIT 10.71

February 22, 1996

via Federal Express
Anita Flenoy Rogers
Bradenton Broadcast Television Company, Ltd.
515 First Avenue East
Bradenton, Florida 34208

Dear Ms. Rogers:

This letter is provided by Paxson Communications of Tampa-66, Inc. ("Paxson
66") in connection with the Loan and Option Agreement (the "Option Agreement")
dated as of December 17, 1993, by and between The Christian Network, Inc.
("CNI") and Bradenton Broadcast Television Company, Ltd. ("BBTC"). Pursuant to
a Partial Assignment and Assumption Of Loan And Option Agreement dated as of
June 15, 1994, by and between CNI and Paxson 66, CNI assigned all of its right,
title, interest, benefits, obligations and burdens under the Option Agreement
to Paxson 66.

Pursuant to Section 3.3 of the Option Agreement, we hereby provide notice that
Paxson 66 intends to exercise the Option (as defined in the Option Agreement).
Under Section 7.1 of the Option Agreement, the delivery of this notice requires
Paxson 66 and BBTC promptly to prepare for filing with the Federal
Communications Commission an appropriate application for FCC Consent (as
defined in the Option Agreement).

Sincerely,

/s/ William L. Watson
- --------------------------
William L. Watson
Assistant General Counsel

cc: Alan C. Campbell, Esq.
John R. Feore, Jr., Esq.

bcc: Lowell W. Paxson
Anthony L. Morrison, Esq.

<PAGE> 1

EXHIBIT 10.72
<PAGE> 2

EXHIBIT 10.72

TIME BROKERAGE AGREEMENT

TIME BROKERAGE AGREEMENT, made this 1st day of April, 1994, by and
between CHANNEL 35 OF MIAMI, INC., a Florida corporation (the "Licensee") and
PAXSON COMMUNICATIONS OF MIAMI-35, INC., a Florida corporation (the
"Programmer").

WHEREAS Licensee owns and operates Television Station WCTD(TV),
Channel 35, Miami, Florida (the "Station") pursuant to authorizations issued by
the Federal Communications Commission ("FCC").

WHEREAS the Licensee wishes to retain Programmer to provide
programming for the Station that is in conformity with Station policies and
procedures, FCC policies for time brokerage arrangements, and the provisions
hereof.

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

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

NOW, THEREFORE, in consideration of the above recitals and mutual
promises and covenants contained herein, the parties, intending to be legally
bound, agree as follows:
<PAGE> 3

- 2 -

SECTION 1 LEASE OF STATION AIR TIME

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

1.2 Effective Date; Term. The effective date of this Agreement
shall be March 31, 1994. It shall continue in force for an initial term of
five years from that date unless otherwise extended or terminated as set forth
below.

1.3 Scope. During the term of this Agreement and any renewal
thereof, Licensee shall make available to Programmer broadcast time upon the
Station as set forth in this Agreement. Programmer shall deliver such
programming, at its expense, to the Station's transmitter facilities or other
authorized remote control points as reasonably designated by Licensee. Subject
to Licensee's reasonable approval, as set forth in this Agreement, Programmer
shall provide programming of its selection to the Licensee up to eighty-four
hours per week. Notwithstanding the foregoing, the Licensee may use such time
as it may require (up to eighty-four hours per broadcast week) without any
adjustment of the monthly consideration to be paid to Licensee under Section
1.5 and without any award of pro-rata credit to Programmer under Section 1.10
for the broadcast of its own regularly scheduled programming. All time not
reserved by or designated for Licensee shall be available for use by Programmer
and no other party.
<PAGE> 4

- 3 -

1.4 Option to Renew. Subject to the termination provisions of
Section 6 hereof, Programmer shall have the right to extend the initial term of
this Agreement for an additional term of five years. Notice of the exercise of
such option must be delivered to Licensee no later than one hundred eighty
(180) days prior to expiration of the initial term.

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

1.6 Licensee Operation of Station. Licensee will have full
authority, power and control over the management and operations of the Station
during the term of this Agreement and during any renewal of such term.
Licensee will bear all responsibility for Station's compliance with all
applicable provisions of the Communications Act of 1934, as amended, ["the
Act"] the rules, regulations and policies of the FCC and all other applicable
laws. Licensee shall be solely responsible for and pay in a timely manner all
operating costs of the Station, including but not limited to maintenance of the
studio and transmitting facility and costs of electricity, except that
Programmer shall be responsible for the costs of its programming as provided in
Sections 1.8 and 2.3 hereof. Licensee shall employ at its expense management
level employees consisting of, at a minimum, a General Manager and an
Administrative Assistant, who will direct the day-to-day operations of the
Station, and who will report to and be accountable to the Licensee. Licensee
shall be responsible for the salaries, taxes, insurance and related costs for
all personnel employed by the Station and shall maintain insurance satisfactory
to Programmer covering the Station's transmission facilities, and Programmer
shall be responsible for reimbursing Licensee for such expenses. During the
term of the Agreement and any renewal hereof, Programmer agrees to
<PAGE> 5

- 4 -

perform, without charge, routine monitoring of the Station's transmitter
performance and tower lighting by remote control, if and when requested by
Licensee.

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

(a) Licensee owns and holds or will hold all licenses and other
permits and authorizations necessary for the operation of the Station, and such
licenses, permits and authorizations are and will be in full force and effect
throughout the term of this Agreement. There is not now pending, or to
Licensee's best knowledge, threatened, any action by the FCC or by any other
party to revoke, cancel, suspend, refuse to renew or modify adversely any of
such licenses, permits or authorizations. Licensee is not in material
violation of any statute, ordinance, rule, regulation, policy, order or decree
of any federal, state or local entity, court or authority having jurisdiction
over it or the Station, which would have an adverse effect upon the Licensee,
its Assets, the Station or upon Licensee's ability to perform this Agreement.
Licensee shall not take any action or omit to take any action which would have
an adverse impact upon the Licensee, its Assets, the Station or upon Licensee's
ability to perform this Agreement. All reports and applications required to be
filed with the FCC or any other governmental body have been, and during the
course of the term of this Agreement or any renewal thereof, will be filed in a
timely and complete manner. The facilities of the Station are and will
continue to be maintained in accord with good engineering practice and will
comply in all material respects with the engineering requirements set forth in
the FCC authorizations, permits and licenses for the Station, and Licensee will
ensure that the Station broadcasts a high quality signal to its service area
<PAGE> 6

- 5 -

(except at such time where reduction of power is required for routine or
emergency maintenance). During the term of this Agreement and any renewal
thereof, Licensee shall not dispose of, transfer, assign or pledge any of such
assets and properties except with the prior written consent of the Programmer,
if such action would adversely affect Licensee's performance hereunder or the
business and operations of Licensee or the Station permitted hereby.

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

1.9 Contracts. Programmer will not be required to assume
performance of any of the Licensee's contracts and leases pertaining to the
Station except as indicated on Attachment III hereof. Programmer will enter
into no third- party contracts, leases or agreements which will bind Licensee
in any way except with Licensee's prior written approval.
<PAGE> 7

- 6 -

1.10 Pro Rata Credit. Programmer shall receive from Licensee two
times the pro rata credit (up to the amount of the monthly consideration
specified in Section 1.5 herein) for any part of the weekly programming time
that Licensee uses to broadcast its own programming beyond those periods
specified in Sections 1.3, 2.1, 2.2 and 5.2 except for: (1) Programmer's
failure to deliver its programming to Licensee; and (2) except for periods
during which Licensee is unable, for any reason, to broadcast the Programmer's
programming due to technical reasons beyond its control.

1.11 Station Operation. Licensee shall notify Programmer
prior to: (i) making any changes in management personnel; (ii) entering into
any material contractual obligations; (iii) purchasing equipment with value in
excess of $25,000; or (iv) making any other material changes in the operation
of the Station.

1.12 Use of Station's Studios. Licensee agrees to provide
Programmer with access to the Station's complete facilities including the
studios and broadcast equipment for use by Programmer, if it so desires, in
providing programming for the Station. Under the overall supervision of
Licensee, Programmer shall and may peacefully and quietly have the full use of
and enjoy the use of the Station's facilities, studios and equipment free from
any hindrance from any person or persons whomsoever claiming by, through or
under Licensee.

SECTION 2 STATION OBLIGATIONS TO ITS COMMUNITY OF LICENSE

- 7 -

Licensee shall air specific programming on issues of importance to the local
community. Nothing in this Agreement shall abrogate the unrestricted authority
of the Licensee to discharge its obligations to the public and to comply with
the Act and the rules and policies of the FCC.

2.2 Additional Licensee Obligations. Although both parties shall
cooperate in the broadcast of emergency information over the Station, Licensee
shall also retain the right to interrupt Programmer's programming in case of an
emergency or for programming which, in the reasonable good faith judgment of
Licensee, is of greater local or national public importance. Licensee shall
also coordinate with Programmer the Station's hourly station identification and
any other announcements required to be aired by FCC rules. Licensee shall
continue to maintain a main studio, as that term is defined by the FCC, within
the Station's principal community contour, shall maintain its local public
inspection file within Miami, Florida and shall prepare and place in such
inspection file or files in a timely manner all material required by Section
73.3526 of the FCC's Rules, including without limitation the Station's
quarterly issues and program lists; information concerning the broadcast of
children's educational and informational programming; and documentation of
compliance with commercial limits applicable to certain children's television
programming. Programmer shall, upon request by Licensee, provide Licensee with
such information concerning Programmer's programs and advertising as is
necessary to assist Licensee in the preparation of such information. Licensee
shall also maintain the station logs, receive and respond to telephone
inquiries, and control and oversee any remote control point which may be
established for the Station.
<PAGE> 9

- 8 -

2.3 Responsibility for Employees and Expenses. Programmer shall
employ and be solely responsible for the salaries, taxes, insurance and related
costs for all personnel used in the production of its programming (including
salespeople, traffic personnel, board operators and programming staff).
Licensee will provide and be responsible for the Station personnel necessary
for the broadcast transmission of Programmer's programs including, without
limitation, the Station's General Manager and Administrative Assistant, and
will be responsible for the salaries, taxes,insurance and related costs for all
the Station personnel used in the broadcast transmission of Programmer's
programs and necessary to other aspects of Station operation. Whenever on the
Station's premises, all personnel shall be subject to the overall supervision
of Licensee's General Manager and/or Administrative Assistant, consistent with
Programmer's right to the use of the Station's facilities pursuant to Section
1.13 hereof.

SECTION 3 STATION PROGRAMMING POLICIES

- 9 -

regulations and policies of the FCC and with the Policy Statement set forth in
Attachment IV hereto. All advertising spots and promotional material or
announcements shall comply with applicable federal, state and local regulations
and policies and shall be produced in accordance with quality standards
established by Programmer. If Licensee reasonably determines that a program
supplied by Programmer is unsatisfactory or unsuitable or contrary to the
public interest, or does not comply with the Policy Statement it may, upon
written notice to Programmer, suspend or cancel such program without liability
under Section 1.10.

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

- 10 -

3.4 Sales. Programmer shall retain all revenues from the sale of
advertising time within the programming it provides to the Licensee and within
Licensee's programming. Programmer may sell advertising on the Station in
combination with any other broadcast stations of its choosing. Programmer
shall be responsible for payment of the commissions due to any national sales
representative engaged by it for the purpose of selling national advertising
which is carried during the programming it provides to Licensee.

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

- 11 -

Payola Affidavit from each of its employees involved with the Station
substantially in the form attached hereto as Attachment V.

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

3.8 Staffing Requirements. Licensee will be in full compliance
with the main studio staff requirements as specified by the FCC.
<PAGE> 13

- 12 -

SECTION 4 INDEMNIFICATION

- 13 -

reform the Agreement as necessary to satisfy the FCC Staff's concerns or, at
Programmer's option and expense, seek reversal of the Staff's decision and
approval from the full Commission on appeal.

SECTION 5 ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE

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

- 14 -

in consultation with Programmer, shall develop a statement which discloses its
political broadcasting policies to political candidates, and Programmer shall
follow those policies and rates in the sale of political programming and
advertising. In the event that Programmer fails to satisfy the political
broadcasting requirements under the Act and the rules and regulations of the
FCC and such failure inhibits Licensee in its compliance with the political
broadcasting requirements of the FCC, then to the extent reasonably necessary
to assure such compliance, Programmer shall release broadcast time and/or
advertising availabilities to Licensee at no cost to Licensee or with no
responsibility to provide pro rata credit under Section 1.10; provided,
however, that all revenues realized by Licensee as a result of such a release
of advertising time shall be immediately paid to Programmer.

SECTION 6 TERMINATION AND REMEDIES UPON DEFAULT

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

(b) the other party is in material breach of its
obligations hereunder and has failed to cure such breach within thirty (30)
days of notice from the non-breaching party;
<PAGE> 16

- 15 -

(e) upon sale of the Station.

6.2 Force Majeure. Any failure or impairment of the Station's
facilities or any delay or interruption in the broadcast of programs, or
failure at any time to furnish facilities, in whole or in part, for broadcast,
due to Acts of God, strikes, lockouts, material or labor restrictions by any
governmental authority, civil riot, floods and any other cause not reasonably
within the control of Licensee, or for power reductions necessitated for
maintenance of the Station or for maintenance of other stations located on the
tower from which the Station will be broadcasting, shall not constitute a
breach of this Agreement and Licensee will not be liable to Programmer for
reimbursement or reduction of the consideration owed to Licensee or for pro
rata reimbursement under Section 1.10 of this Agreement.

6.3 Other Agreements. During the term of this Agreement or any
renewal hereof, Licensee will not enter into any other time brokerage, program
provision, local management or similar agreement with any third party.
However, licensee shall be permitted to make a conditional assignment of this
Agreement for purposes of obtaining bank financing required by its financing
institution with the prior written permission of Programmer.

SECTION 7 MISCELLANEOUS
<PAGE> 17

- 16 -

7.1 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their successors and assigns including
specifically any purchaser of the Station from Licensee. Programmer shall have
the right to assign this Agreement and all of its rights and obligations
hereunder, following written notice to Licensee, to any affiliate, parent
company or subsidiary of Programmer, provided, however, that Programmer shall
require any third- party party to whom this Agreement is assigned to agree in
writing to assume Programmer's obligations hereunder and Programmer shall
guarantee the third-party purchaser's performance thereunder.

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

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

7.4 Entire Agreement. This Agreement and the Attachments hereto
embody the entire agreement and understanding of the parties with respect to
the matters contained herein and supersede any and all prior agreements,
arrangements and understandings relating to matters provided for herein and
supersedes any and all prior agreements, arrangements and understandings
relating to matters provided for herein. No amendment, waiver of compliance
<PAGE> 18

- 17 -

with any provision or condition hereof, or consent pursuant to this Agreement
will be effective unless evidenced by an instrument in writing signed by the
parties.

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

- 18 -

To Programmer: Paxson Communications of Miami-35, Inc.
18401 U.S. Highway 19 North
Clearwater, Florida 34624
Attention: Lowell W. Paxson

To Licensee: Channel 35 of Miami, Inc.
c/o The Christian Network, Inc.
14444 66th Street North
Clearwater, Florida 34624
Attention: James L. West

7.10 Specific Performance. The parties recognize that in the
event Licensee should refuse to perform under the provisions of this Agreement,
monetary damages alone will not be adequate. In the event that Programmer is
not itself in breach of this Agreement, Programmer shall therefore be entitled
to obtain specific performance of all terms of this
<PAGE> 20

- 19 -

Agreement. In the event of any action to enforce this Agreement, Licensee
hereby waives the defense that there is an adequate remedy at law.

7.11 Arbitration. Any dispute arising out of or related to this
Agreement that Licensee and Programmer are unable to resolve by themselves
shall be settled by arbitration in Miami, Florida by a panel of three
arbitrators. Licensee and Programmer shall each designate one disinterested
arbitrator and the two arbitrators designed shall select the third arbitrator.
The persons selected as arbitrators need not be professional arbitrators, and
persons such as lawyers, accountants and bankers shall be acceptable. Before
undertaking to resolve a dispute, each arbitrator shall be duly sworn
faithfully and fairly to hear and examine the matters in controversy and to
make a just award according to the best of his or her understanding. The
arbitration hearing shall be conducted in accordance with the commercial
arbitration rules of the American Arbitration Association. The written
decision of a majority of the arbitrators shall be final and binding on
Licensee and Programmer. The costs and expenses of the arbitration proceeding
shall be assessed between Licensee and Programmer in a manner to be decided by
a majority of the arbitrators, and the assessment shall be set forth in the
decision and award of the arbitrators. Judgment on the award, if it is not
paid within thirty days, may be entered in any court having jurisdiction over
the matter. No action at law or in equity based upon any claim arising out of
or related to this Agreement shall be instituted in any court by Licensee or
Programmer against the other except: (i) an action to compel arbitration
pursuant to this Section; (ii) an action to enforce the award of the
arbitration panel rendered in accordance with this Section; or (iii) a suit for
specific performance pursuant to Section 7.10.
<PAGE> 21

- 20 -

7.12 Sale. In the event that Licensee and Programmer have entered
into a purchase and sale agreement or an application has been filed with the
FCC seeking approval for the assignment of the Station's license to Programmer,
and such FCC approval shall not have been approved or the assignment shall not
have been consummated by the termination of this Agreement or any renewal
thereof, Programmer shall continue to make all payments contemplated by the
Agreement until such approval and consummation have occurred, or until such
application is no longer pending or the subject of an appeal or petition for
reconsideration, whichever last occurs.

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

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

LICENSEE: CHANNEL 35 OF MIAMI, INC.

By: /s/ James L. West
---------------------------------------
James L. West

PROGRAMMER: PAXSON COMMUNICATIONS OF
MIAMI-35, INC.

By: /s/ William L. Watson
---------------------------------------
William L. Watson
<PAGE> 22

ATTACHMENT I

Compensation Schedule

During the term of this Agreement, Programmer shall pay Licensee
$420,000 annually.

These annual amounts shall be paid in twelve equal monthly payments on
the first day of each month.

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

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

This compensation schedule is based upon Licensee making available to
Programmer the entirety of the air time not explicitly reserved to Programmer
pursuant to Section 1.3 or which becomes unavailable under Section 2.1, 2.2 or
5.2.
<PAGE> 23

ATTACHMENT II

Categories of Anticipated Station Expenses

Tower/Studio Lease
Transmitter Power Bill
Building Utilities Bill
Telephones
Insurance
Property Taxes
Property Insurance
ASCAP/BMI Fees
Station Supplies
Station Maintenance
FCC Filing and Annual Fees
Professional Fees
Florida Intangible Tax
Other Miscellaneous Items to be agreed
upon by Licensee and Programmer

<PAGE> 24

ATTACHMENT III

Contracts

None
<PAGE> 25

ATTACHMENT IV

Broadcast Station Programming Policy Statement
<PAGE> 26

BROADCAST STATION PROGRAMMING POLICY STATEMENT

The following sets forth the policies generally applicable to the
presentation of programming and advertising over Television Station WCTD(TV),
Miami, Florida. All programming and advertising broadcast by the station must
conform to these policies and to the provisions of the Communications Act of
1034, as amended [the "Act"], and the Rules and Regulations of the Federal
Communications Commission ["FCC"].

Station Identification

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

Broadcast of Telephone Conversations

Sponsorship Identification

- 2 -

Payola/Plugola

Rebroadcasts

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

Fairness

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

Personal Attacks

Political Editorials

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

Political Broadcasting

Obscenity and Indecency

- 3 -

patently offensive way sexual conduct specifically defined by applicable state
law; and taken as a whole, lacks serious literary artistic, political or
scientific value.

Billing

Contests

Hoaxes

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

Children's Programming

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

Children's Advertising

Emergency Information

Any emergency information which is broadcast by the station shall be
transmitted both aurally and visually or only visually.
<PAGE> 29

- 4 -

Lottery

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

Advertising

Programming Prohibitions.

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

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

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

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

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

Violence. Any programs which are excessively violent.

Unauthenticated Testimonials. Any testimonials which cannot be
authenticated.
<PAGE> 30

ATTACHMENT V

Payola Statement
<PAGE> 31

FORM OF PAYOLA AFFIDAVIT

City of ________________________ )
)
County of ______________________ ) SS:
)
State of _______________________ )

ANTI-PAYOLA/PLUGOLA AFFIDAVIT

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

1. He is _____________________ for _____________________.
Position

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

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

7. He, his spouse and his immediate family do___ do not___ have any
present direct or indirect ownership interest in (other than an
investment in a corporation whose stock is publicly held), serve as an
officer or director of, whether with or without
<PAGE> 32

- 3 -

compensation, or serve as an employee of, any person, firm or
corporation engaged in:

1. The publishing of music;

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

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

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

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

8. The facts and circumstances relating to such interest are none____ as
follows ____:

_______________________________________________________________________

________________________
Affiant

Subscribed and sworn to before me
this ______ day of ____________, 19___.

_________________________________
Notary Public

My Commission expires: _____________.

<PAGE> 1

EXHIBIT 10.73
<PAGE> 2
EXHIBIT 10.73

OPTION AGREEMENT

This OPTION AGREEMENT is executed this 1st day of April, 1994, by and
between CHANNEL 35 OF MIAMI, INC., a Florida corporation ["Seller"], and PAXSON
COMMUNICATIONS OF MIAMI-35, INC., a Florida corporation ["Buyer"].

WHEREAS, Seller is the licensee and operator of Television Station
WCTD(TV), Channel 35, Miami, Florida ["the Station"], pursuant to
authorizations issued by the Federal Communications Commission ["FCC"];

WHEREAS, the parties have agreed that Seller will sell to Buyer an option
to purchase certain of the assets used and useful in the conduct of the
business and operation of the Station on the terms and conditions set forth
herein and subject to the FCC's rules, regulations and policies.

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

SECTION 1 OPTION TO PURCHASE ASSETS

1.1 Option Price. In consideration of $100 and other good and valuable
consideration, the sufficiency of which is hereby acknowledged by Seller, the
Seller hereby sells and grants to Buyer an exclusive option [the "Option"] to
purchase the assets, real, personal and mixed, tangible and intangible, owned
and held by Seller, used or useful in the conduct of the business and
operations of the Station, exclusive only of cash on hand [the "Station
Assets"], free

<PAGE> 3

- 2 -

and clear of all material debts, liens, encumbrances or other liabilities,
subject to the terms and conditions set forth herein.

1.2 Buyer may freely assign this Option to any other party, but shall
provide Seller with five (5) days' written notice to Seller. The rights and
obligations pursuant to this Option Agreement of any assignee following such
assignment shall be the same as the rights and obligations of the Buyer.

1.3 The Option granted hereunder shall run for five (5) years and may
be renewed by Buyer for an additional term of five years. Notice of the
renewal of this option must be delivered to Seller no later than ninety (90)
days prior to expiration of the initial term hereof. Buyer shall provide five
(5) days written notice to Seller of its exercise of the Option. Buyer in its
sole discretion may exercise this Option at any time during the term of this
Option or during the renewal term.

1.4 In the event that the Option is exercised hereunder, the parties
shall, within ten days of Buyer's written notice thereof, execute an Asset
Purchase Agreement [the "Purchase Agreement"] substantially in the form
attached hereto as Exhibit A which shall provide a purchase price as specified
in Exhibit B. The form of Purchase Agreement specified in Exhibit A shall be
modified so that the covenants, representations and warranties contained
therein shall be consistent with the then existing status of the parties, their
properties and their operation; so that all representations and warranties will
be true and correct; and so that there shall exist no impossibility of
performance, either commercially or legally. Buyer and Seller agree that they
shall be bound by all the terms and conditions of the Purchase Agreement as
finally executed.

<PAGE> 4
- 3 -

Notwithstanding anything contained in this Agreement to the contrary,
Buyer may withdraw its notice of exercise of its Option at any time prior to
its execution of the Purchase Agreement without any liability to Seller.

SECTION 2 SPECIFIC PERFORMANCE

The parties agree that the FCC licenses and the broadcast business made
possible thereby are unique assets not readily available on the open market.
For this reason, Seller acknowledges that specific performance is an
appropriate remedy for Buyer in the event this Agreement is breached. The
parties agree that the rights afforded by the preceding sentence shall be in
addition to any and all rights Buyer may have at law or equity.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1 Seller is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Florida.

3.2 Seller has and will have upon the exercise of the Option full
corporate power and authority to enter into this Option Agreement and the
Purchase Agreement to consummate the transactions contemplated hereby. This
Agreement constitutes, and any other instruments contemplated hereby when
executed will constitute, the legal, valid and binding obligations of Seller,
enforceable in accordance with their terms, except as may be affected by
bankruptcy and insolvency laws and court-applied equitable principles.

3.3 The execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, and the compliance with the terms,
conditions and provisions

<PAGE> 5

- 4 -

of this Agreement, with or without the giving of notice or the passage
of time, or both, will not: (i) contravene any provision of Seller's Articles
of Incorporation or By-Laws; (ii) conflict with or result in a breach of or
constitute a default under any of the terms, conditions or provisions of any
indenture, mortgage, loan or credit agreement or any other agreement or
instrument to which Seller is a party or by which it or any of the assets of
Seller may be bound or affected, or any decree, judgment or order of any court
or governmental department, commission, board, agency or instrumentality,
domestic or foreign, or any applicable law, ordinance, rule or regulation,
including but not limited to the Communications Act of 1934, as amended ["the
Act"], and the rules and regulations of the FCC promulgated thereunder.

3.4 No representations or warranty by Seller in this Agreement
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make this statement or facts
contained herein or therein not misleading.

SECTION 4 COVENANTS OF SELLER

4.1 Seller will perform all acts necessary to carry out the
transactions contemplated by this Agreement and will not: (i) create, incur,
assume or guarantee any indebtedness, obligations or liability or make any
payments in respect thereto which would interfere with, or prevent, Seller
transferring the Assets to Buyer as provided in Section 1.1 hereof; (ii)
perform or suffer any acts within its control inconsistent with the grant of
the Option to Buyer or the actions contemplated by this Agreement; (iii) or
enter into any agreement or grant any person or entity a right to purchase all
or substantially all of the assets of the Seller, during the term of this
Agreement.

<PAGE> 6

- 5 -

4.2 Seller will notify Buyer promptly of the threat of, or
commencement against itself or its shareholder of any claim, suit, action,
arbitration, legal, administrative or other proceeding, or governmental
investigation or tax audit affecting the Station or Seller and will cooperate
fully with Buyer in taking any and all actions necessary or desirable to the
consummation of the transactions contemplated by this Agreement.

SECTION 5 MISCELLANEOUS

5.1 This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.

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

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

5.4 The construction and performance of this Agreement will be
governed by the laws of the State of Florida.

5.5 Any notice, demand or request required or permitted to be given
under the provisions of this Agreement shall be in writing and shall be deemed
to have been duly delivered on the date of personal delivery or the date of
receipt if sent by a private air express service (postage prepaid) or mailed by
registered or certified mail, postage prepaid and return receipt requested, and
shall be deemed to have been received on the date of personal delivery or on
the date set forth on the return receipt, to the following addresses or to such
other address as any

<PAGE> 7

- 6 -

party may request, in the case of Seller, by notifying Buyer, and in
the case of Buyer, by notifying Seller:

To Seller: James L. West
The Christian Network, Inc.
14444 66th Street North
Clearwater, Florida 34624
Telecopy: 813/530-0671
Telephone: 813/536-0036

To Buyer: Lowell W. Paxson
Paxson Communications Corporation
18401 U.S. Highway 19 North
Clearwater, Florida 34624
Telecopy: 813/532-0208
Telephone: 813/536-2211

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

5.7 After the date hereof, Buyer shall be afforded reasonable
opportunity to inspect the Station and the books and records of the Seller upon
reasonable request. Buyer's obligations hereunder and under the Purchase
Agreement are contingent upon and subject to prior confirmation and
verification by Buyer of the financial and other information made available to
Buyer by Seller, review of further financial or other information relating to
the purchase of the Assets and operation of the Station as may be requested by
Buyer, inspection of the assets and technical facilities of the Station, and
review and approval of the schedules and exhibits (and all

<PAGE> 8
- 7 -

underlying documents) to be attached to the Purchase Agreement, all to the
satisfaction of Buyer in its sole discretion.

5.8 Buyer and Seller each agree that they will use their best efforts
to keep confidential (except for such disclosure to attorneys, bankers,
underwriters, investors, etc. as may be appropriate in the furtherance of this
transaction and except for such filings with the FCC as may be required) all
information of a confidential nature obtained in connection with the
transactions contemplated by this Agreement, and in the event that such
transactions are not consummated, each party will return to the other party
such documents and other material obtained from the other party in connection
therewith.

5.9 Buyer and Seller shall jointly prepare, and determine the timing
of, any press release or other announcement to the public relating to the
execution of this agreement. No party hereto will issue any press release or
make any other public announcement relating to the transactions contemplated
hereby without the prior consent of the other party hereto, except that any
party may make any disclosure required to be made by it under applicable law if
it determines in good faith that it is appropriate to do so and gives prior
notice to the other party.

5.10 Each party shall bear all costs incurred by it in connection
with the transactions contemplated by this Agreement.

5.11 Seller agrees that from the date hereof and during the time
period in which the Option is exercisable hereunder, or if the Option is
exercised, during the period

<PAGE> 9
- 8 -

prior to execution of the Purchase Agreement, it shall not offer or seek to
offer, or entertain or discuss any offer, to sell the Station or its Assets,
other than as contemplated under this Agreement, nor shall Seller permit its
shareholder to offer, to seek to offer, or entertain or discuss any offer to
sell any of the capital stock of Seller without the written consent of Buyer.

5.12 Prior to consummation of the Purchase Agreement and to obtaining
consent from the FCC, Buyer shall not, directly or indirectly, control,
supervise or direct or attempt to control, supervise or direct the operations
of the Station or Seller; such operations, including complete ultimate control
and supervision of all of the Station's programs, employees and policies, shall
remain the sole responsibility of Seller, as set forth in the rules and
policies of the FCC.

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

CHANNEL 35 OF MIAMI, INC. PAXSON COMMUNICATIONS OF (SELLER)
MIAMI-35, INC.
(BUYER)

By: /s/ James L. West By: /s/ William L. Watson
------------------------------- -----------------------------
James L. West William L. Watson

THE CHRISTIAN NETWORK, INC.
(Parent)

By: /s/ James L. West
-------------------------------
James L. West
<PAGE> 10

EXHIBIT A

FORM OF ASSET PURCHASE AGREEMENT

<PAGE> 11

EXHIBIT B

PURCHASE PRICE

The Purchase Price for the Station shall be One Hundred Thousand
Dollars ($100,000), plus the amount, if any, outstanding on the Promissory Note
of The Christian Network, Inc. of April 21, 1994 held by New Miami Latino
Broadcasting Corporation.

<PAGE> 1

EXHIBIT 10.74
<PAGE> 2

EXHIBIT 10.74

- --------------------------------------------------------------------------------

TIME BROKERAGE AGREEMENT

BY AND BETWEEN

PAXSON COMMUNICATIONS OF SAN JUAN, INC.

AND

S & E NETWORK INC.

FOR

TELEVISION STATIONS WSJN-TV, SAN JUAN, PUERTO RICO
WKPV(TV), PONCE, PUERTO RICO
WJWN-TV, SAN SEBASTIAN, PUERTO RICO

JANUARY 31, 1996

- --------------------------------------------------------------------------------

<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. LEASE OF STATION AIR TIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Effective Date; Term . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Option to Renew . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6 Licensee Operation of Station . . . . . . . . . . . . . . . . . . . . . . 2
1.7 Licensee Representations and Warranties . . . . . . . . . . . . . . . . . 3
1.8 Licensee Funding. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.9 Programmer Responsibility . . . . . . . . . . . . . . . . . . . . . . . . 4
1.10 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.11 Programming Services . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

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

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

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

SECTION 5. ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE . . . . . . . . . . . . . . . . 8
5.1 Confidential Review . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.2 Political Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 6. TERMINATION AND REMEDIES UPON DEFAULT . . . . . . . . . . . . . . . . . . . . . . 9
6.1 Voluntary Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

<PAGE> 4

- 2 -

<TABLE>
<S> <C>
6.2 Automatic Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.3 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.4 Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.1 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.2 Call Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.6 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.10 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.11 No Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

<PAGE> 5

TIME BROKERAGE AGREEMENT

TIME BROKERAGE AGREEMENT, made this 31st day of January, 1996, by and
between S & E Network Inc., a Puerto Rico corporation (the "Licensee") and
Paxson Communications of San Juan, Inc., a Florida corporation (the
"Programmer").

WHEREAS, Licensee is the owner and operator of Television Stations
WSJN-TV, San Juan, Puerto Rico, WKPV(TV), Ponce, Puerto Rico and WJWN-TV, San
Sebastian, Puerto Rico (the "Stations");

WHEREAS, Licensee operates Stations WKPV(TV) and WJWN-TV as satellites
of Station WSJN-TV;

WHEREAS, Licensee, Programmer and Licensee's sole shareholder, Housing
Development Associates S.E. ("HDA") have simultaneously entered into a Stock
Purchase Agreement providing for Programmer to purchase fifty percent (50%) of
the Stock of Licensee following receipt of all required FCC approvals;

WHEREAS, Programmer is involved in television station ownership and
operation;

WHEREAS, the Licensee wishes to retain Programmer to provide
programming for the Stations that is in conformity with the Station's policies
and procedures, FCC policies for time brokerage arrangements, and the
provisions hereof;

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

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

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

SECTION 1. LEASE OF STATION AIR TIME

<PAGE> 6

- 2 -

1.2 Effective Date; Term. The effective date of this Agreement
shall be February 1, 1996. It shall continue in force for an initial term of
twelve months from that date unless otherwise extended or terminated as set
forth below.

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

1.4 Option to Renew. Subject to the termination provisions of
Section 6 hereof, this Agreement may be renewed for an additional term as
mutually agreed upon by the Licensee and the Programmer except that this
Agreement shall be automatically extended for such time as is necessary to
permit the FCC to approve Programmer's purchase of Stock in the Licensee
pursuant to the Stock Purchase Agreement.

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

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

<PAGE> 7

- 3 -

report to and be accountable to the Licensee. Licensee shall be responsible
for the salaries, taxes, insurance and related costs for all personnel employed
by the Stations and shall maintain insurance satisfactory to Programmer
covering the Stations' transmission facilities.

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

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

1.8 Licensee Funding.

(a) Licensee shall pay, in a timely fashion, all of the
expenses incurred in operating the Stations including salaries and benefits of
its employees, lease payments, utilities, taxes, programming expenses, etc., as
set forth in Schedule 1.8 (except those for which a good faith dispute has been
raised with the vendor or taxing authority the "Operating Expenses" and all
capital improvements identified on Schedule 1.8A (the Capital Expenses")
hereto. To the extent that Licensee's operating cash flow is insufficient to
pay the Stations' Operating Expenses and Capital Expenses each month,
Programmer shall provide the necessary funds to cover the Operating Expenses
and one-half of the Capital Expenses upon request by Licensee. Such funds
shall be provided by Programmer as loans to Licensee. Funds provided as loans
for Capital Expenses shall be evidenced by and payable in accordance with a
Capital Funding Note in the form attached as Schedule 1.8B and funds provided
as loans for Operating Expenses shall be evidenced by and payable in accordance
with a Revolving Cash Flow Note in the form attached as Schedule 1.8C. The
Capital Funding Note shall be repaid in full before any payment shall be made
on the Revolving Cash Flow Note. Until payment in full of the Licensee's
obligations under the Capital Funding Note and the Revolving Cash Flow Note,
Licensee shall not declare or pay any dividends or repay any indebtedness to
HDA except for amounts payable to Licensee by

<PAGE> 8

- 4 -

Programmer pursuant to Section 1.5 hereto or as otherwise permitted under the
Stock Purchase Agreement.

To the extent that the Station's cash receipts exceed the Stations'
operating expenses (excluding non-cash charges), that amount shall be
distributed, on a quarterly basis, with one-half to HDA and one-half to
Programmer (as a programming service fee); provided, however, that if there are
any outstanding amounts due under the Capital Funding Note or the Revolving
Cash Flow Note, those amounts shall be paid prior to any distribution to HDA or
Programmer.

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

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

1.11 Programming Services. Subject to the direction and control of
Licensee, Programmer shall perform all marketing, sales, billing, collection,
engineering, and maintenance services requested by Licensee in connection with
Licensee's operation of the Stations.

SECTION 2. STATIONS OBLIGATIONS TO ITS COMMUNITY OF LICENSE

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

2.2 Additional Licensee Obligations. Although both parties shall
cooperate in the broadcast of emergency information over the Stations, Licensee
shall also retain the right to interrupt Programmer's programming in case of an
emergency or for programming which, in the good faith judgment of Licensee, is
of greater local or national public importance. Licensee shall also coordinate
with Programmer the Stations' hourly Stations identification and any other
announcements required to be aired by FCC rules. Licensee shall continue to
maintain a main studio, as that term is defined by the FCC, shall maintain its
local public inspection file in

<PAGE> 9

- 5 -

accordance with FCC rules, regulations and policies, and shall prepare and
place in such inspection file or files in a timely manner all material required
by Section 73.3526 of the FCC rules, including without limitation the Stations'
quarterly issues and program lists; information concerning the broadcast of
children's educational and informational programming; and documentation of
compliance with commercial limits applicable to certain children's television
programming. Programmer shall, upon request by Licensee, provide Licensee with
such information concerning Programmer's programs and advertising as is
necessary to assist Licensee in the preparation of such information. Licensee
shall also maintain the Stations logs, receive and respond to telephone
inquiries, and control and oversee any remote control point which may be
established for the Stations.

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

SECTION 3. STATIONS PROGRAMMING POLICIES

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

<PAGE> 10

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program without liability to Programmer. Licensee will use reasonable efforts
to provide such written notice to Programmer prior to the suspension or
cancellation of such program.

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

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

3.4 Sales. Programmer may sell commercial announcements on the
Stations in combination with other stations owned or programmed by Programmer
and the revenues from programming on the Stations shall be paid to Licensee.
Programmer shall be responsible for payment of the commissions due to any
national sales representative engaged by it for the purpose of selling national
advertising which is carried during the programming it provides to Licensee.

<PAGE> 11

- 7 -

Payola Affidavit from each of its employees involved with the Stations
substantially in the form attached hereto as Schedule 3.6.

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

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

SECTION 4. INDEMNIFICATION

4.2 Licensee's Indemnification. Licensee shall indemnify and hold
harmless Programmer from and against any and all claims, losses, consents,
liabilities, damages, FCC forfeitures and expenses (including reasonable legal
fees and other expenses incidental thereto) of every kind, nature and
description, arising out of Licensee's breach of any representation, warranty,
covenant or agreement contained in this Agreement.

<PAGE> 12

- 8 -

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

SECTION 5. ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE

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

<PAGE> 13

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to assure such compliance, Programmer shall either provide rebates to political
advertisers or release broadcast time and/or advertising availabilities to
Licensee at no cost to Licensee.

SECTION 6. TERMINATION AND REMEDIES UPON DEFAULT

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

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

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

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

6.2 Automatic Termination. This Agreement shall be terminated
automatically without any notice upon the occurrence of any of the following:

(a) the closing of Programmer's purchase of fifty percent
(50%) of the Stock in Licensee pursuant to the Stock Purchase Agreement; or

(b) the termination of the Stock Purchase Agreement;

6.3 Force Majeure. Any failure or impairment of the Stations'
facilities or any delay or interruption in the broadcast of programs, or
failure at any time to furnish facilities, in whole or in part, for broadcast,
due to Acts of God, strikes, lockouts, material or labor restrictions by any
governmental authority, civil riot, floods and any other cause not reasonably
within the control of Licensee, or for power reductions necessitated for
maintenance of the Stations or for maintenance of other Stations located on the
towers from which the Stations will

<PAGE> 14

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be broadcasting, shall not constitute a breach of this Agreement and Licensee
will not be liable to Programmer for reimbursement or reduction of the
consideration owed to Licensee.

6.4 Other Agreements. During the term of this Agreement or any
renewal hereof, neither Licensee nor Programmer will enter into any other
agreement with any other person that would conflict with or result in a
material breach of this Agreement by such party.

SECTION 7. MISCELLANEOUS

7.1 Assignment.

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

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

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

7.4 Entire Agreement. This Agreement and the Attachments hereto
embody the entire agreement and understanding of the parties relating to the
operation of the Stations. No amendment, waiver of compliance with any
provision or condition hereof, or consent pursuant to this Agreement will be
effective unless evidenced by an instrument in writing signed by the parties.

<PAGE> 15

- 11 -

consideration specified in Section 1.5 herein is subject, provided that
Licensee is responsible for payment of its own income taxes.

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

To Programmer: Paxson Communications of San Juan, Inc.
601 Clearwater Park Road
West Palm Beach, Florida 33401
Attention: Lowell W. Paxson

To Licensee: S & E Network Inc.
El Comandante Race Track
Canonvanas, Puerto Rico 00729
Attention: President

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

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

<PAGE> 16

- 12 -

attempting to preserve, as closely as possible, the intent of the parties as
embodied in the provision of this Agreement which is to be so modified.

7.10 Arbitration. Any dispute arising out of or related to this
Agreement that Licensee and Programmer are unable to resolve by themselves
shall be settled by arbitration in Washington, D.C. by a panel of three
arbitrators. Licensee and Programmer shall each designate one disinterested
arbitrator and the two arbitrators designed shall select the third arbitrator.
The persons selected as arbitrators need not be professional arbitrators, and
persons such as lawyers, accountants and bankers shall be acceptable. Before
undertaking to resolve a dispute, each arbitrator shall be duly sworn
faithfully and fairly to hear and examine the matters in controversy and to
make a just award according to the best of his or her understanding. The
arbitration hearing shall be conducted in accordance with the commercial
arbitration rules of the American Arbitration Association. The written
decision of a majority of the arbitrators shall be final and binding on
Licensee and Programmer. The costs and expenses of the arbitration proceeding
shall be assessed between Licensee and Programmer in a manner to be decided by
a majority of the arbitrators, and the assessment shall be set forth in the
decision and award of the arbitrators. Judgment on the award, if it is not
paid within thirty days, may be entered in any court having jurisdiction over
the matter. No action at law or in equity based upon any claim arising out of
or related to this Agreement shall be instituted in any court by Licensee or
Programmer against the other except: (i) an action to compel arbitration
pursuant to this Section; or (ii) an action to enforce the award of the
arbitration panel rendered in accordance with this Section, or (iii) an action
exclusively seeking a temporary restraining order, preliminary injunction or
injunction.

7.11 No Joint Venture. Nothing in this Agreement shall be deemed
to create a joint venture between the Licensee and the Programmer. The parties
intend that Programmer conduct itself in a manner so as to be an independent
contractor.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE> 17

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

LICENSEE: S & E NETWORK INC.

By: /s/ Donald G. Blakeman
-------------------------------------------
Name: Donald G. Blakeman
Title: Executive Vice President

PROGRAMMER: PAXSON COMMUNICATIONS
OF SAN JUAN, INC.

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

<PAGE> 18

SCHEDULE 1.5

Compensation Schedule

During the term of this Agreement, Programmer shall pay Licensee a
monthly fee (beginning on the effective date of this Agreement) of Twenty Three
Thousand Three Hundred Thirty Three Dollars ($23,333.00)

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

<PAGE> 19

SCHEDULE 1.8

Categories of Anticipated Stations Expenses

(1) Lease and Utility Payments

(2) Employee Salaries and Benefits

(3) Property Insurance and Property Taxes

(4) Fees, Licenses and Professional Fees

(5) Miscellaneous Stations Expenses

(6) Equipment Repair and Replacement

(7) Mutually Agreed Upon Employee Expenses and
Out of Pocket Costs of Programmer

<PAGE> 20

SCHEDULE 1.8A

Capital Improvements

To maintain reliable long term operations, Licensee and Programmer
agree that the WSJN-TV transmitter site needs additional air conditioning. To
meet that need, an additional five-ton unit and step-down transformer will be
required at the cost of $6,500. Environmental compliance at the WSJN-TV site
requires that the fuel storage tank be placed in a containment area at a cost
of about $1,000. Additional improvements at the Stations needed for redundancy
as mutually agreed to by Licensee and Programmer.

<PAGE> 21

SCHEDULE 3.1

Broadcast Stations Programming Policy Statement

<PAGE> 22

BROADCAST STATIONS PROGRAMMING POLICY STATEMENT

The following sets forth the policies generally applicable to the
presentation of programming and advertising over Television Stations WSJN-TV,
San Juan, Puerto Rico, WKPV(TV), Ponce, Puerto Rico and WJWN-TV, San Sebastian,
Puerto Rico. All programming and advertising broadcast by the Stations must
conform to these policies and to the provisions of the Communications Act of
1934, as amended [the "Act"], and the Rules and Regulations of the Federal
Communications Commission ["FCC"].

Stations Identification

Each Station must broadcast a Station identification announcement once an hour
as close to the hour as feasible in a natural break in the programming. The
announcement must include (1) the Station's call letters (currently, _____);
followed immediately by (2) the Station's city of license ( __________, Puerto
Rico).

Broadcast of Telephone Conversations

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

Sponsorship Identification

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

Prior to any sponsored broadcast involving political matters or controversial
issues, the Stations shall obtain a list of the chief executive officers,
members of the executive committee or board of directors of the sponsoring
organization and shall place this list in the Stations's public inspection
file.

<PAGE> 23

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Payola/Plugola

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

Rebroadcasts

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

Fairness

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

Personal Attacks

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

Political Editorials

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

Political Broadcasting

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

<PAGE> 24

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Obscenity and Indecency

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

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

Billing

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

Contests

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

Hoaxes

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

Children's Programming

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

<PAGE> 25

- 4 -

Children's Advertising

Emergency Information

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

Lottery

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

Advertising

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

Programming Prohibitions.

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

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

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

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

<PAGE> 26

- 5 -

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

Violence. Any programs which are excessively violent.

Unauthenticated Testimonials. Any testimonials which cannot be
authenticated.

<PAGE> 27

SCHEDULE 3.6

Payola Statement

<PAGE> 28

FORM OF PAYOLA AFFIDAVIT

City of _______________________ )
)
County of ______________________ ) SS:
)
State of _______________________ )

ANTI-PAYOLA/PLUGOLA AFFIDAVIT

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

1. He is _____________________ for _____________________. Position

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

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

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

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

7. He, his spouse and his immediate family do___ do not___ have any
present direct or indirect ownership interest in (other than an
investment in a corporation whose

<PAGE> 29

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stock is publicly held), serve as an officer or director of, whether
with or without compensation, or serve as an employee of, any person,
firm or corporation engaged in:

1. The publishing of music;

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

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

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

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

8. The facts and circumstances relating to such interest are none____ as
follows___:

----------------------------------------------------------------------

--------------------------------
Affiant
Subscribed and sworn to before me
this day of , 19 .
------ --------------- ---

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

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

<PAGE> 1

EXHIBIT 10.74.1

<PAGE> 2

EXHIBIT 10.74.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is made as of January 31, 1996, by and
among S & E NETWORK INC., a Puerto Rico corporation ("Seller"), PAXSON
COMMUNICATIONS OF SAN JUAN, INC., a Florida corporation ("Buyer") and HOUSING
DEVELOPMENT ASSOCIATES S.E., a Puerto Rico special partnership ("HDA").

R E C I T A L S:

A. Seller owns television stations WSJN-TV, San Juan, Puerto Rico,
WKPV(TV), Ponce, Puerto Rico and WJWN-TV, San Sebastian, Puerto Rico (the
"Stations") pursuant to licenses issued by the Federal Communications
Commission (the "FCC").

B. HDA owns all of the outstanding common stock of Seller and agrees
to the Seller's issuing additional common stock to Buyer according to the terms
of this Agreement.

C. Seller desires to issue to Buyer and Buyer desires to buy, upon
the approval of the FCC, common stock representing fifty percent of the then
outstanding capital stock of the Seller, for the price and on the terms and
conditions hereinafter set forth.

A G R E E M E N T S:

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

SECTION 1. CERTAIN DEFINITIONS.

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

"Accounts Receivable" means the rights of Seller as of the Closing Date
to payment for the sale of advertising time and other goods and services by the
Stations prior to the Closing Date.

"Affiliate" means (a) any Person that directly or indirectly, through
one or more intermediaries, controls, is controlled by or is under common
control with another Person, or (b) an officer or director of an affiliate
within the meaning of (a) above.

"Assets" means the assets to be owned or held by the Seller as of the
Closing, as specified in Section 2.2.

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

"Closing Date" means the date on which the Closing occurs, as

<PAGE> 3

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determined pursuant to Section 8.

"Communications Act" means the Communications Act of 1934, as amended.

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

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

"Effective Time" means 12:01 a.m., local San Juan time, on the Closing
Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

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

"Escrow Agreement" means the Escrow Agreement to be entered into among
Buyer, Seller, HDA and the Escrow Agent in accordance with Section 9.3.

"FCC" means the Federal Communications Commission.

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

"FCC Licenses" means those licenses, permits, and authorizations issued
by the FCC to Seller in connection with the business and operations of the
Stations.

"GAAP" means generally accepted accounting principles consistently
applied.

"Intangibles" means all copyrights, trademarks, trade names,

<PAGE> 4
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service marks, service names, licenses, patents, permits, jingles, proprietary
information, technical information and data, machinery and equipment
warranties, and other similar intangible property rights and interests (and any
goodwill associated with any of the foregoing) applied for, issued to, or owned
by Seller or under which Seller is licensed or franchised and that are used or
useful in the business and operations of the Stations, together with any
additions thereto between the date of this Agreement and the Closing Date.

"Licenses" means all licenses, permits, construction permits, and other
authorizations issued by the FCC, the Federal Aviation Administration, or any
other federal, state, or local governmental authorities to Seller, currently in
effect and used or useful in the business or operations of the Stations,
together with any additions thereto between the date of this Agreement and the
Closing Date.

"Material Contract" means any contract, lease, non-governmental license,
agreement, or commitment, except for any contract, lease, non-governmental
license, agreement, or commitment, (i) the obligations under which will be
fully performed prior to Closing; or (ii) except for film or programming,
entered into in the ordinary course of business and not involving a commitment
in excess of $5,000.

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

"Real Property" means all real property, and all buildings and other
improvements thereon, whether or not owned or held by Seller, used or useful in
the business or operations of the Stations.

"Real Property Interests" means all interests in real property,
including fee estates, leaseholds and subleaseholds, purchase options,
easements, licenses, rights to access, and rights of way, and all buildings and
other improvements thereon, owned or held by Seller that are used or useful in
the business or operations of the Stations, together with any additions thereto
between the date of this Agreement and the Closing Date.

"Seller Consents" means the Consents required to be obtained by Seller
to permit Seller to sell the Stock pursuant to this Agreement as listed in
Schedule 3.5.

"Shareholder Agreement" means the Shareholder Agreement to be entered
into upon the Closing among Buyer, Seller and HDA, substantially in the form of
Exhibit A.

"Stations" means television stations WSJN-TV, San Juan, Puerto Rico,
WKPV(TV), Ponce, Puerto Rico and WJWN-TV, San Sebastian,

<PAGE> 5

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Puerto Rico.

"Stock" means 500 shares of voting common stock, par value $.01 per
share which, as of the Effective Time, shall represent fifty percent (50%) of
the issued and outstanding shares of capital stock of Seller.

"Tangible Personal Property" means all machinery, equipment, tools,
vehicles, furniture, office equipment, inventory, spare parts, and other
tangible personal property owned or held by Seller that is used or useful in
the conduct of the business or operations of the Stations, together with any
additions thereto between the date of this Agreement and the Closing Date.

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

"Tax Returns" means all federal, state, local and foreign income,
franchise, sales, use, occupation, property, excise, alternative or add-on
minimum, social security, employees' withholding, unemployment, disability,
transfer, capital stock and other tax returns and tax reports, and "Tax Return"
means any one of such Tax Returns.

"Time Brokerage Agreement" means the Time Brokerage Agreement dated the
date hereof between Seller and Buyer.

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

<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Benefit Arrangements Section 3.18(a)(5)

Buyer Preamble

Claimant Section 10.4(a)

Employees Section 3.18(a)

Escrow Deposit Section 9.3

Financial Statements Section 3.12

Indemnifying Party Section 10.4(a)

Multiemployer Plan Section 3.18(a)(2)

Pension Plan Section 3.18(a)(3)
</TABLE>

<PAGE> 6

- 5 -

<TABLE>
<S> <C>
Purchase Price Section 2.3

Seller Preamble

Welfare Plan Section 3.18(a)(1)
</TABLE>

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

2.1 Knowledge. Whenever a representation or warranty contained
herein is qualified by the phrase "to Seller's knowledge" or other similar
phrase, such representation or, warranty is made based on the actual knowledge
of either Giora W. Breil or Donald Blakeman following reasonable inquiry by
either to the officer or employee of Seller who has responsibility for the area
of the Stations' operations to which such representation, warranty or covenant
relates. Buyer agrees that Messrs. Blakeman and Briel shall have conducted a
reasonable inquiry upon their directing responsible employees of Seller to
review Section 3 of this Agreement together with the related schedules and to
notify either of them of any misstatements or omissions contained therein.

SECTION 2. AT CLOSING; PURCHASE PRICE.

3.1 Agreement to Sell and Buy. Subject to the terms and conditions
set forth in this Agreement, Seller hereby agrees to issue and deliver to Buyer
on the Closing Date, and Buyer agrees to purchase, the Stock, free and clear of
any claims, liabilities, security interests, mortgages, liens, pledges,
conditions, charges, or encumbrances of any nature whatsoever except as
specifically provided for in this Agreement.

3.1 Assets of Seller. The Assets currently owned by Seller include
the following:

(1) The Tangible Personal Property (Schedule 3.8);

(1) The Real Property Interests (Schedule 3.7);

(1) The Licenses (Schedule 3.6);

(1) The Contracts listed on Schedule 3.9 and designated
as Contracts that are to be retained by Seller;

<PAGE> 7

- 6 -

(1) The Intangibles (Schedule 3.10) and all intangible
assets of Seller relating to the Stations that are not specifically included
within the Intangibles, including the goodwill of the Stations, if any;

(1) All of Seller'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 Stations;

(1) All choses in action of Seller;

(1) All books and records of the Stations, including
executed copies of the Contracts described in item (4) above, and all records
required by the FCC to be kept by the Stations; and

(1) Seller's cash, cash equivalents, and marketable
securities on hand as of the Closing, and all other cash in any of Seller's
bank accounts, any and all insurance policies, bonds, letters of credit, or
other similar items, any cash surrender value in regard thereto, and any and
all claims receivable under any and all insurance policies.

Except as otherwise provided for in this Agreement, Seller shall not
make any material dispositions of these Assets without the prior approval of
Buyer unless such Assets are replaced with Assets of approximately equal value
and utility to the Stations.

3.1 Purchase Price. The purchase price for the Stock (the "Purchase
Price") shall be Four Million Dollars ($4,000,000), payable by federal wire
transfer of same-day funds pursuant to wire instructions which shall be
delivered by Seller to Buyer at least two business days prior to the Closing
Date.

3.1 Assumption or Payment of Liabilities. At the Closing, HDA shall
assume the Seller's payment obligations under the Loan Agreement with General
Electric Credit Corporation described in Schedule 3.9 hereof (the "GE Loan")
and Seller's existing indebtedness to the Internal Revenue Service described in
the Financial Statements (the "IRS Debt") and shall pay such obligations when
and as the same become due and payable. Until paid in full in accordance with
its terms, the GE Loan shall remain secured by assets of the Seller. At the
Closing, the Seller shall convey to HDA, and HDA shall purchase from Seller,
all Accounts Receivable existing as of January 31, 1996 that have not been
collected as of the Closing Date for a cash payment equal to the face amount of
such Accounts Receivable. At or prior to the Closing, HDA shall pay, or make
capital contributions to Seller of sufficient funds to satisfy, all liabilities
of Seller (except for the GE Loan and the IRS Debt) calculated as of January
31, 1996 plus all costs of Seller in respect of employee terminations agreed
upon by HDA and Buyer prior to February 29, 1996, to the extent that such
liabilities and costs exceed the sum of Seller's cash, Accounts Receivable, and
certain prepaid expenses (excluding prepaid broadcasting rights), calculated as
of January 31, 1996. HDA may in lieu of some or

<PAGE> 8

- 7 -

all of such payments, assume the sole responsibility for some or all of the
liabilities of Seller pursuant to agreements in form and substance reasonably
acceptable to Buyer.

3.1 Programming Rebate. In the event that Seller airs programming
after January 31, 1996 with respect to which Seller has prepaid broadcast
rights as of January 31, 1996, at Closing, Buyer shall pay HDA for such
programming an amount calculated based on the Stations' cost for such
programming is aired.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER AND HDA.

Seller and HDA represent and warrant to Buyer as follows:

4.1 Organization of Seller and HDA. Seller is a corporation duly
organized and validly existing under the laws of the Commonwealth of Puerto
Rico and HDA is a partnership duly organized and validly existing under the
laws of the Commonwealth of Puerto Rico. Seller and HDA have the requisite
corporate or partnership power and authority to execute, deliver and perform
this Agreement and the documents contemplated hereby according to their
respective terms.

4.1 Authority of Seller. Seller has the requisite corporate power
and authority to own, lease, and operate its properties, to carry on its
business in the places where such properties are now owned, leased, or operated
and such business is now conducted, and to execute, deliver and perform this
Agreement and the documents contemplated hereby according to their respective
terms. Seller has delivered to Buyer complete and correct copies of the
Certificate of Incorporation, Bylaws, stock records, and corporate minutes of
Seller, all as in effect through the date hereof. Seller does not directly or
indirectly own, of record or beneficially, or have the right or obligation to
acquire, any outstanding securities or other interest in any corporation,
partnership, joint venture or other entity.

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

4.1 Stock. As of the date hereof, there are no outstanding options,
conversion rights, warrants, or other rights in existence to acquire from
Seller any of Seller's shares of capital stock. The issued and outstanding
shares of capital stock of Seller consist of 500 shares of voting common stock,
par value $.01 per share ("Common Stock"), and all such shares have been duly
and validly issued and are fully paid and nonassessable and are not subject to
any preemptive rights. Seller has authorized 500,000 shares of non-voting
Class A Preferred, none of which shares are issued and

<PAGE> 9

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outstanding, and 500,000 shares of Common Stock. There are no voting trust
agreements or other contracts, agreements, or arrangements restricting voting or
dividend rights, issuance or transferability with respect to the issued and
outstanding capital stock of Seller. Seller 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. HDA owns all of the issued and outstanding
capital stock of Seller free and clear of any mortgages, liens, claims, charges,
encumbrances, assessments, or other adverse interests of any kind or nature
whatsoever.

4.1 Absence of Conflicting Agreements; Consents. Subject to
obtaining the Consents listed on Schedule 3.5, the execution, delivery and
performance by Seller and HDA of this 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 any
provision of the Certificate of Incorporation or Bylaws of Seller or the
Partnership Agreement of HDA; (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 Material Contract. Except for the FCC Consent provided for in
Section 6.1, the Buyer Consents and the other Consents described in Schedule
3.5, 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 Agreement and the transactions contemplated
hereby, or (b) to permit Seller to issue the Stock to Buyer.

4.1 Governmental Licenses. Schedule 3.6 includes a true and
complete list of the Licenses. Seller has made available to Buyer true and
complete copies of the Licenses (including any amendments and other
modifications thereto). The Licenses have been validly issued, and Seller is
the authorized legal holder thereof. To the knowledge of Seller, the Licenses
listed on Schedule 3.6 comprise all of the licenses, permits, and other
authorizations required from any governmental or regulatory authority for the
lawful conduct in all material respects of the business and operations of the
Stations. Seller has no reason to believe that, under existing law, rules,
regulations, policies, and procedures of the FCC, any of the Licenses would not
be renewed by the FCC or other granting authority in the ordinary course.

4.1 Real Property. Schedule 3.7 contains a complete and accurate
description of all Real Property and all Real Property Interests (including
street address, legal description (where known), and owner). The Real Property
Interests listed on Schedule 3.7 comprise all interests in real property
necessary to conduct the business and operations of the Stations as now
conducted. Except as described on Schedule 3.7, Seller has good and marketable
fee simple title to all fee estates included in the Real Property Interests, in
each case free and clear of all liens, mortgages, pledges, covenants,
easements, restrictions, encroachments, leases, charges, and other claims
and

<PAGE> 10
- 9 -

encumbrances, except for liens for current taxes not yet due and payable. With
respect to each leasehold or subleasehold interest included in the Real Property
Interests, so long as Seller fulfills its obligations under the lease therefor,
Seller has enforceable rights to nondisturbance and quiet enjoyment against its
lessor or sublessor, and, to the knowledge of Seller, except as set forth in
Schedule 3.7, no third party holds any interest in the leased premises with the
right to foreclose upon Seller's leasehold or subleasehold interest. Seller has
full legal and practical access to all of the Real Property. To the knowledge
of Seller, all towers, guy anchors, and buildings and other improvements
included in the Assets are located entirely on the Real Property listed in
Schedule 3.7. All Real Property (including the improvements thereon) (a) is
available for immediate use in the conduct of the business and operations of the
Stations, and (b) complies in all material respects with all applicable building
or zoning codes and the related regulations of any governmental authority having
jurisdiction, except to the extent that the current use by Seller, while
permitted, constitutes or would constitute a "nonconforming use" under current
zoning or land use regulations.

4.1 Tangible Personal Property. Schedule 3.8 lists all material
items of Tangible Personal Property. The Tangible Personal Property listed on
Schedule 3.8 comprises all material items of tangible personal property
necessary to conduct the business and operations of the Stations as now
conducted. Except as described in Schedule 3.8, Seller owns and has good title
to each item of Tangible Personal Property and none of the Tangible Personal
Property owned by Seller is subject to any security interest, mortgage, pledge,
conditional sales agreement, or other lien or encumbrance, except for liens for
current taxes not yet due and payable.

4.1 Contracts. Schedule 3.9 is a true and complete list of all
Contracts in effect on the date of this Agreement except contracts with
advertisers for production or the sale of advertising time on the Stations for
cash at rates consistent with past practices and that may be canceled by Seller
without penalty on not more than sixty days' notice. Seller has delivered to
Buyer true and complete copies of all written Contracts, true and complete
descriptions of all oral Contracts (including any amendments and other
modifications to such Contracts) listed on Schedule 3.9. Other than the
Contracts listed on Schedule 3.9, Seller requires no contract, lease, or other
agreement to enable it to carry on its business in all material respects as now
conducted. To the knowledge of Seller, all of the Contracts listed on Schedule
3.9 are in full force and effect and are valid, binding, and enforceable in
accordance with their terms. Except as disclosed on Schedule 3.9, other than
in the ordinary course of business or as contemplated by this Agreement, Seller
is not aware of any intention by any party to any Contract (a) to terminate
such contract or amend the terms thereof, (b) to refuse to renew the Contract
upon expiration of its term, or (c) to renew the Contract upon expiration only
on terms and conditions that are more onerous than those now existing. Except
for the need to obtain the Consents listed on Schedule 3.5 and except as
otherwise contemplated by this Agreement, the purchase and sale of the Stock in
accordance with this Agreement will not affect the validity, enforceability, or
continuation of any of the Contracts listed on Schedule 3.9.

<PAGE> 11

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4.1 Intangibles. Schedule 3.10 is a true and complete list of all
Intangibles (exclusive of Licenses listed in Schedule 3.6) that are required to
conduct the business and operations of the Stations as now conducted, all of
which, to the knowledge of Seller, are valid and in good standing and
uncontested. Seller has made available to Buyer copies of all documents
possessed by Seller establishing or evidencing the Intangibles listed on
Schedule 3.10. Other than with respect to matters generally affecting the
television broadcasting industry and not particular to Seller, Seller has not
received any notice or demand alleging that Seller is infringing upon or
otherwise acting adversely to any trademarks, trade names, service marks,
service names, copyrights, patents, patent applications, know-how, methods, or
processes owned by any other Person, and there is no claim or action pending, or
to the knowledge of Seller threatened, with respect thereto.

4.1 Title to Properties. Except as disclosed in Schedule 3.11,
Seller has good and marketable title to all of its properties and assets
subject to no mortgages, pledges, liens, security interests, encumbrances, or
other charges or rights of others of any kind or nature except statutory liens
not yet delinquent.

4.1 Financial Statements. Seller has furnished Buyer with true and
complete copies of an unaudited balance sheet and statement of income as at and
for the nine months ended September 30, 1995 (collectively, the "Financial
Statements"). The Financial Statements have been prepared from the books and
records of Seller, accurately reflect the books, records, and accounts of
Seller and present fairly in all material respects the financial condition of
Seller as at their respective dates and the results of operations for the
periods then ended determined in accordance with GAAP. Seller commenced
operations of the Stations in January, 1995.

4.1 Undisclosed Liabilities. Except as otherwise disclosed herein,
Seller has no material debt, liability or obligation, whether accrued,
absolute, contingent or otherwise, including any liability or obligation on
account of taxes or any governmental charges or penalty, interest or fines,
except: (i) those liabilities reflected in the Financial Statements; (ii)
liabilities incurred in the ordinary course of business (other than contingent
liabilities) since September 30, 1995; or (iii) liabilities listed on Schedule
3.13.

4.1 Taxes. Except as set forth in Schedule 3.14:

(a) All Tax Returns that are required to be filed by or with
respect to Seller prior to the date of this Agreement have been timely filed,
and Seller has delivered to Buyer true and complete copies of all of the Tax
Returns of Seller.

(a) All material Taxes for which Seller is liable that are due
and payable or required to be withheld on or before the date hereof without
regard to any extensions (other than such Taxes that are being contested or
protested in good faith by appropriate proceedings and for which a reserve or
other appropriate provision as required in conformity with GAAP has been made
in the financial statements of Seller)

<PAGE> 12

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whether or not arising under the Tax Returns referred to in subsection (a), have
been paid or withheld in full on or before the date hereof. The Financial
Statements reflect an adequate reserve for all material unpaid Taxes payable by
Seller for all taxable periods and portions thereof through the date of such
statements.

(a) Neither Seller nor any of its Affiliates has waived or
been requested to waive any statute of limitations in respect of Taxes of
Seller.

(a) No material issues have been raised (and are currently
pending) by any taxing authority in connection with any of the Tax Returns
referred to in subsection (a) and all material deficiencies asserted or
assessments made as a result of any examinations by taxing authorities have
been paid in full.

4.1 Compliance with Laws. To Seller's knowledge, and except as
otherwise disclosed herein, Seller has complied in all material respects with
the Licenses and all federal, state and local laws, rules, regulations and
ordinances except to the extent that noncompliance would not have a material
adverse effect on the Stations or the Assets.

4.1 Insurance. Schedule 3.16 is a true and complete list of all
insurance policies of Seller. All policies of insurance listed in Schedule
3.16 are in full force and effect. Since Seller's date of incorporation, no
insurance policy of Seller or the Stations has been canceled by the insurer and
no application of Seller for insurance has been rejected by any insurer.

4.1 Reports. To Seller's knowledge, all returns, reports, and
statements that the Stations are currently required to file with the FCC or
Federal Aviation Administration have been filed, and all reporting requirements
of the FCC and Federal Aviation Administration have been complied with in all
material respects.

4.1 Personnel.

(a) Employees and Compensation. Schedule 3.18 contains a true
and complete list of all employees of Seller and all persons retained as
independent contractors by Seller (collectively, the "Employees") and a
description of all compensation arrangements affecting them. Schedule 3.18
also contains a true and complete list of all employee benefit plans or
arrangements applicable to the Employees, including any:

(1) "Employee welfare benefit plan," as defined in
Section 3(1) of ERISA, that is maintained or administered by Seller or to which
Seller contributes or is required to contribute and that covers any Employee or
under which Seller has any liability (a "Welfare Plan");

(1) "Multiemployer pension plan," as defined in Section
3(37) of ERISA, that is maintained or administered by Seller or to which Seller
contributes or is required to contribute and which covers any Employee or under
which Seller has any

<PAGE> 13

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liability (a "Multiemployer Plan");

(1) "Employee pension benefit plan," as defined in
Section 3(2) of ERISA (other than a Multiemployer Plan), to which Seller
contributes or is required to contribute (a "Pension Plan");

(1) Employee plan that is maintained in connection with
any trust described in Section 501(c)(9) of the Internal Revenue Code of 1986,
as amended (the "Code"); and

(1) Employment, severance, or other similar contract,
arrangement, or policy and each plan or arrangement (written or oral) providing
for insurance coverage (including any self-insured arrangements), workers'
compensation, disability benefits, supplemental unemployment benefits, vacation
benefits, or retirement benefits or for deferred compensation, profit-sharing,
bonuses, stock options, stock appreciation rights, stock purchases, or other
forms of incentive compensation or post-retirement insurance, compensation, or
benefits that (A) is not a Welfare Plan, Pension Plan, or Multiemployer Plan,
(B) is entered into, maintained, contributed to, or required to be contributed
to by Seller or under which Seller has any liability, and (C) covers any
Employee (collectively, "Benefit Arrangements").

(a) Benefit Arrangements. Each Benefit Arrangement has been
maintained in substantial compliance with its terms and with the requirements
prescribed by all statutes, orders, rules, and regulations that are applicable
to such Benefit Arrangement. Seller has no written contract prohibiting the
termination of any Employee.

(a) Delivery of Copies of Relevant Documents and Other
Information. Seller has delivered true and complete copies of each of the
following documents to Buyer:

(1) Each Welfare Plan, Multiemployer Plan and Pension
Plan (and, if applicable, related trust agreements) and all amendments thereto,
and written descriptions thereof that have been distributed to Employees, all
annuity contracts or other funding instruments; and

(1) Each Benefit Arrangement and written descriptions
thereof that have been distributed to Employees (including descriptions of the
number and level of employees covered thereby), and complete descriptions of
any Benefit Arrangement that is not in writing.

(a) Labor Relations. Except as set forth in Schedule 3.18,
Seller is not a party to or subject to any written or oral employment agreement
with any Employee. Except as set forth in Schedule 3.18, to Seller's
knowledge, Seller has complied in all material respects with all laws, rules,
and regulations relating to the employment of labor, including those related to
wages, hours, collective bargaining, occupational safety, discrimination, and
the payment of social security and other payroll related taxes, and it has not
received any notice alleging that it has failed to comply with any such laws,

<PAGE> 14

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rules, or regulations. Except as set forth in Schedule 3.18, no controversies,
disputes, or proceedings are pending or, to the knowledge of Seller, threatened,
between it and any Employee (singly or collectively). No labor union or other
collective bargaining unit represents or claims to represent any of the
employees of Seller. To the knowledge of Seller, there is no union campaign
being conducted to solicit cards from any Employees to authorize a union to
request a National Labor Relations Board certification election with respect to
any Employees.

4.1 Claims and Legal Actions. Except as disclosed on Schedule 3.19
and except for any rulemaking proceedings generally affecting the television
broadcasting industry and not particular to Seller, there is no claim, legal
action, counterclaim, suit, arbitration, or other legal, administrative, or tax
proceeding, nor any order, decree, or judgment, in progress or pending, or to
the knowledge of Seller threatened, against or relating to Seller, the Assets,
or the business or operations of the Stations, nor does Seller know of any
basis for the same. In particular, but without limiting the generality of the
foregoing, there are no applications, complaints, or proceedings pending or, to
the knowledge of Seller, threatened (a) before the FCC relating to the business
or operations of the Stations other than rulemaking proceedings that affect the
television industry generally, (b) before any federal or state agency relating
to Seller involving charges of illegal discrimination under any federal or
state employment laws or regulations, or (c) before any federal, state, or
local agency relating to Seller involving zoning issues under any federal,
state, or local zoning law, rule, or regulation.

4.1 Environmental Matters.

(a) Except as set forth on Schedule 3.20, to Seller's
knowledge, Seller has complied in all material respects with all laws, rules,
and regulations of all federal, state, and local governments (and all agencies
thereof) concerning the environment, public health and safety, and employee
health and safety, and no charge, complaint, action, suit, proceeding, hearing,
claim, demand, or notice has been filed or commenced against Seller alleging
any failure to comply with any such law, rule, or regulation.

(a) Except as set forth on Schedule 3.20, to Seller's
knowledge, Seller has no liability (and there is no reasonable basis related to
Seller's past or present operations, properties, or facilities for any
present or future charge, complaint, action, suit, proceeding, hearing,
investigation, claim, or demand against Seller giving rise to any such
liability) under the Comprehensive Environmental Response, Compensation and
Liability Act, the Resource Conservation and Recovery Act, the Federal Water
Pollution Control Act, the Clean Air Act, the Safe Drinking Water Act, the Toxic
Substances Control Act, the Refuse Act, or the Emergency Planning and Community
Right-to-Know Act (each as amended) or any other law, rule, or regulation of any
federal, state, or local government (or agency thereof) concerning release or
threatened release of hazardous substances, public health and safety, or
pollution or protection of the environment.

(a) Except as set forth on Schedule 3.20, to Seller's
knowledge, Seller has

<PAGE> 15

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

(a) Except as set forth on Schedule 3.20, to Seller's
knowledge, Seller has no liability (and there is no reasonable basis for any
present or future charge, complaint, action, suit, proceeding, hearing,
investigation, claim, or demand against Seller giving rise to any such
liability) under the Occupational Safety and Health Act, as amended, or under
any other law, rule, or regulation of any federal, state, or local government
(or agency thereof) concerning employee health and safety.

(a) Except as set forth on Schedule 3.20, to Seller's
knowledge, Seller has no liability (and Seller has not exposed any employee to
any substance or condition that could reasonably be expected to form the basis
for any present or future charge, complaint, action, suit, proceeding, hearing,
investigation, claim, or demand (under the common law or pursuant to statute)
against Seller giving rise to any such liability) for any illness or personal
injury to any employee.

(a) Except as set forth on Schedule 3.20, to Seller's
knowledge, Seller has obtained and been in material compliance with all of the
terms and conditions of all permits, licenses, and other authorizations that
are required under, and has complied with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules, and
timetables that are contained in, all federal, state, and local laws, rules,
and regulations (including all codes, plans, judgments, orders, decrees,
stipulations, injunctions, and charges thereunder) relating to public health
and safety, worker health and safety, and pollution or protection of the
environment, including laws relating to emissions, discharges, releases, or
threatened releases of pollutants, contaminants, or chemical, industrial,
hazardous, or toxic materials or wastes into ambient air, surface water, ground
water, or lands or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, or chemical, industrial, hazardous, or toxic
materials or wastes.

(a) Except as set forth on Schedule 3.20, to Seller's
knowledge, all properties and equipment of Seller are and have been free of
asbestos and asbestos-related products, PCB's, methylene chloride,
trichloroethylene, 1, 2- trans-dichloroethylene, dioxins, dibenzofurans, and
Extremely Hazardous Substances (as defined in Section 302 of the Emergency
Planning and Community Right-to-Know Act).

(a) Except as set forth on Schedule 3.20, to Seller's
knowledge, no pollutant, contaminant, or chemical, industrial, hazardous, or
toxic material or waste has ever been manufactured, buried, stored, spilled,
leaked, discharged, emitted, or released by

<PAGE> 16

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Seller on any Real Property. To the knowledge of Seller, no pollutant,
contaminant, or chemical, industrial, hazardous, or toxic material or waste
has ever been manufactured, buried, stored, spilled, leaked, discharged,
emitted, or released on any Real Property.

4.1 Transactions with Affiliates. Except as disclosed in Schedule
3.21 and any transactions between HDA and Seller, Seller has not been involved
in any business arrangement or relationship with any Affiliate of Seller, and
no Affiliate of Seller owns any property or right, tangible or intangible, that
is used in the business of the Stations.

4.1 Broker. Except as set forth on Schedule 3.22, Neither Seller or
HDA nor any Person acting on their behalf has incurred any liability for any
finders' or brokers' fees or commissions in connection with the transactions
contemplated by this Agreement.

4.1 Full Disclosure. No representation or warranty made by Seller
or HDA in this Agreement or in any certificate, document, or other instrument
furnished or to be furnished by Seller or HDA pursuant to this Agreement when
taken as a whole contains or will contain, when made, any untrue statement of a
material fact, or omits or will omit to state, when stated, any material fact
that is required to make any statement made herein or therein not misleading.

4.1 FIRPTA. The Seller is not, and since the date of its
incorporation has not been, a "United States real property holding corporation"
within the meaning of Section 897(c)(2) of the Code.

4.1 Securities Compliance. No securities of the Seller are required
to be registered under Section 12 of the Securities and Exchange Act of 1934,
as amended. The Seller is not an "investment company" as such term is defined
in the Investment Company Act of 1940, as amended.

SECTION 4.. REPRESENTATIONS AND WARRANTIES OF BUYER.

Buyer represents and warrants to Seller as follows:

5.1 Organization, Standing, Authority, Ownership. Buyer is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Florida and has the requisite corporate power and
authority to execute, deliver, and perform this Agreement and the documents
contemplated hereby according to their respective terms and to own the Stock.
Schedule 4.1 describes the authorized capital stock of Buyer and identifies the
name and number of shares of capital stock held by each holder of Buyer's
Capital Stock. Except as described on Schedule 4.1, no person holds any option
or right to acquire any capital stock of Buyer or any security convertible into
any capital stock of Buyer.

5.1 Authorization and Binding Obligation. The execution, delivery
and

<PAGE> 17

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performance of this Agreement by Buyer have been duly authorized by all
necessary corporate action on the part of Buyer. This 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 Agreement may be affected by bankruptcy,
insolvency, or similar laws affecting creditors' rights generally and by
judicial discretion in the enforcement of equitable remedies.

5.1 Absence of Conflicting Agreements. Subject to the receipt of
the Consents, the execution, delivery and performance by Buyer of this
Agreement and the documents contemplated hereby (with or without the giving of
notice, the lapse of time, or both): (a) do not require the consent of any
third party; (b) will not conflict with the Articles of Incorporation or
By-laws 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.

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

5.1 Investment Purpose. Buyer is acquiring the Stock for investment
for its own account and not with a view to the sale or distribution of any part
thereof, and not including collateral assignments or pledges of the Stock for
financing purposes, Buyer has no present intention of selling, granting
participations in, or otherwise distributing the Stock.

5.1 Qualifications. Assuming the Seller's existing FCC
authorization to operate WKPV(TV) and WJWN-TV as satellites of WSJN-TV pursuant
to Section 73.3555, Note 5, of the FCC's rules and regulations is not
terminated, Buyer is legally qualified under the Communications Act and FCC
rules, regulations and policies to acquire the Stock and to operate the
Stations.

5.1 Full Disclosure. No representation or warranty made by Buyer in
this Agreement or in any certificate, document, or other instrument furnished
or to be furnished by Buyer pursuant to this Agreement when taken as a whole
contains or will contain, when made, any untrue statement of a material fact,
or omits or will omit to state, when stated, any material fact that is required
to make any statement made herein or therein not misleading.

SECTION 5.. OPERATION OF THE STATIONS PRIOR TO CLOSING.

HDA and Seller covenant and agree that between the date hereof and the
Closing

<PAGE> 18

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Date, Seller will 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 Seller under this
Agreement or the Time Brokerage Agreement), and, except as contemplated by this
Agreement or the Time Brokerage Agreement or with the consent of Buyer, Seller
and HDA, as the case may be, will act in accordance with the following:

6.1 Contracts. Seller will not amend or terminate any Material
Contract (or waive any material right thereunder) 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 Seller after Closing, except
for (a) cash time sales agreements and production agreements made in the
ordinary course of business consistent with Seller's past practices and that
are cancelable by the Stations without penalty on not more than sixty days'
notice, and (b) other contracts entered into in the ordinary course of business
consistent with Seller's past practices that do not involve consideration, in
the aggregate, in excess of $5,000 measured at Closing. Prior to the Closing
Date, Seller shall make available to Buyer copies of all Contracts entered into
between the date of this Agreement and the Closing Date.

6.1 Compensation. Seller shall not increase the compensation,
bonuses, or other benefits payable or to be payable to any person employed in
connection with the conduct of the business or operations of the Stations,
except in accordance with past practices or as described on Schedule 3.18.

6.1 Encumbrances. Seller will not create, assume, or permit to
exist any mortgage, pledge, lien, or other charge or encumbrance affecting any
of its assets, except for those in existence on the date of this Agreement and
disclosed in Schedule 3.11 and liens for current taxes not yet due and payable.

6.1 Dispositions. Seller will not sell, assign, lease, or otherwise
transfer or dispose of any of its assets except where no longer used or useful
in the operations of the Stations or in connection with the acquisition of
replacement property of equivalent kind and value.

6.1 Mergers. Seller will not reorganize, liquidate or merge or
consolidate with any other entity.

6.1 Access to Information. Seller will give to Buyer and its
counsel, accountants, engineers, and other authorized representatives
reasonable access to the Stations and all books, records, and documents of
Seller, and will furnish or cause to be furnished to Buyer and its authorized
representatives all information relating to Seller that they reasonably request
(including any financial reports and operations reports produced with respect
to the Stations).

<PAGE> 19

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6.1 Insurance. Seller 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
Seller.

6.1 Indebtedness and Obligations. Seller shall not incur any
indebtedness for borrowed money. Seller shall pay all its obligations as they
become due, consistent with past practices. Without limiting the generality of
the foregoing, HDA shall contribute to Seller such amounts as are required to
permit Seller to pay on a timely basis all amounts of principal and interest
due under the GE Loan and the payments due under the IRS Debt.

6.1 Compliance with Laws. Seller shall comply in all material
respects with all laws, rules, and regulations except to the extent that
noncompliance would not have a material adverse effect on Seller or that
noncompliance is caused by an agent of Buyer.

6.1 Licenses. Seller shall not cause or permit, by any act or
failure to act, any of the Licenses required to be listed on Schedule 3.6 to
expire or to be revoked, suspended, or modified, 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. Seller and HDA shall promptly prepare and
prosecute with due diligence any applications to any governmental authority
necessary for the operation of the Stations or the consummation of the
transaction contemplated herein, including any applications filed pursuant to
Section 6.1.

6.1 No Inconsistent Action. Neither HDA nor Seller shall take any
action that is inconsistent with its respective obligations under this
Agreement in any material respect or that could reasonably be expected to
hinder or delay the consummation of the transactions contemplated by this
Agreement. Neither HDA, Seller nor any of their representatives or agents
shall, directly or indirectly, solicit, initiate, or participate in any way in
discussions or negotiations with, or provide any confidential information to,
any Person (other than Buyer or any Affiliate or associate of Buyer and their
respective representatives and agents) concerning any possible disposition of
the Stations, the sale of any material assets of the Stations, or any similar
transaction.

6.1 Seller Consents. Seller shall use its best efforts to obtain
all Seller Consents and the estoppel certificates described in Section 8.2(e),
without any change in the terms or conditions of any Contract or License.
Seller shall promptly advise Buyer of any difficulties experienced in obtaining
any of the Seller Consents and of any conditions proposed, considered, or
requested for any of the Seller Consents.

6.1 Books and Records. Seller shall maintain its books and records
in accordance with past practices.

6.1 Notification. Seller shall promptly notify Buyer in writing of
any material change in any of the information contained in the representations
and warranties

<PAGE> 20

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contained in Section 3 of this Agreement.

6.1 Financial Information. Seller shall deliver to Buyer when and
as they are prepared the Seller's Financial Statements concerning the Stations
(including information on payables and receivables) which shall be prepared in
accordance with GAAP. Seller shall provide Buyer with audited Financial
Statements for 1995 by March 31, 1996.

6.1 Securities. Seller will not, and will not agree to (a) issue,
sell or otherwise dispose of any of its shares of capital stock; (b) acquire
(through redemption or otherwise) any of its shares of capital stock; (c) grant
any options, warrants, or other rights to acquire any of its shares of capital
stock; or (d) issue, sell or otherwise dispose of any stock options, bonds,
notes or other securities.

6.1 Distributions. Seller will not, and will not agree to, pay any
dividends or make any other distribution or payment in respect of the capital
stock of Seller, except that Seller may distribute to HDA (i) an amount each
month equal to the monthly programming fee paid by Buyer to Seller plus the
programming service fee paid to Buyer pursuant to the Time Brokerage Agreement
and (ii) an amount on the Closing Date equal to the Purchase Price plus any
programming rebate pursuant to Section 2.5.

6.1 Capital Improvements. On or prior to the Closing Date, Seller
shall have completed the capital improvements identified on Schedule 3.6. HDA
shall make capital contributions to Seller of sufficient funds to complete such
capital improvements. In addition, HDA shall make loans to Seller in an
equivalent amount of any loans made by Buyer pursuant to the Capital Funding
Note provided for in Section 1.8 of the Time Brokerage Agreement. Such loans
shall be pari passu with the Capital Funding Note and evidenced by and payable
in accordance with a note of like tenor as the Capital Funding Note.

SECTION 6.. SPECIAL COVENANTS AND AGREEMENTS.

7.1 FCC Consent.

(a) The sale of the Stock as contemplated by this Agreement is
subject to the prior consent and approval of the FCC.

(a) Seller, HDA and Buyer shall prepare and, within five
days after the date hereof, file with the FCC an appropriate application for
the FCC Consent. Seller, HDA and Buyer shall thereafter prosecute the
application for the FCC Consent with all reasonable diligence and otherwise
use their respective best efforts to obtain a grant of the application
for the FCC Consent 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 (i) the condition was imposed on
it as the result of a circumstance the existence of which does not constitute a
breach by that party of any of its representations, warranties, or covenants

<PAGE> 21

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hereunder, and (ii) compliance with the condition would have a material
adverse effect upon it. Buyer, HDA and Seller, at Buyer's sole cost and
expense, shall oppose any petitions to deny or other objections filed with
respect to the application for the FCC Consent and any requests for
reconsideration or judicial review of the FCC Consent; provided, however, that
the costs and expenses incurred by Buyer shall be added to the principal of the
Revolving Cash Flow Note of Seller set forth on Schedule 1.8C of the Time
Brokerage Agreement between Seller and Buyer, and provided, further, that if
this Agreement is terminated one-half of such amount shall be added to the
principal, and accrued but unpaid interest thereon shall be deemed to be
repaid.

(a) If the Closing shall not have occurred for any reason
within the original effective period of the FCC Consent, and neither party
shall have terminated this Agreement under Section 9, the parties shall jointly
request an extension of the effective period of the FCC Consent. No extension
of the effective periods of the FCC Consent shall limit the exercise by either
party of its right to terminate the Agreement under Section 9.

7.1 Risk of Loss.

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

(a) If any damage or destruction of the Assets or any other
event occurs which prevents in any material respect signal transmission by the
Stations in the normal and usual manner and Seller is unable to restore or
replace the Assets so that such conditions are cured and normal and usual
transmission is resumed in all material respects before the Closing Date, the
Closing Date may, at the option of Buyer, be postponed, for a period of up to
ninety (90) calendar days, to permit the repair or replacement of the damage or
loss.

(a) In the event of any damage or destruction of the Assets
described above, Buyer may, at its option, proceed to close this Agreement and
complete the restoration and replacement of such damaged Assets after the
Closing Date pursuant to the Management Agreement, and all insurance proceeds
received in connection with such damage or destruction of the Assets shall be
used for such restoration or replacement.

7.1 Confidentiality. Except as necessary for the consummation of
the transaction contemplated by this Agreement, including the requirements of
Buyer's lenders, 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 Agreement. If this
Agreement is terminated, each party will return to the other party all
information obtained by such party from the other party in connection
with the transactions contemplated by this Agreement.

7.1 Cooperation. Buyer, Seller and HDA shall cooperate fully with
each other and

<PAGE> 22

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their respective counsel and accountants in connection with any actions
required to be taken as part of their respective obligations under this
Agreement, and Buyer, Seller and HDA shall execute such other documents as may
be necessary and desirable to the implementation and consummation of this
Agreement, and otherwise use their best efforts to consummate the transaction
contemplated hereby and to fulfill their obligations under this Agreement.
Notwithstanding the foregoing, and except as otherwise expressly provided in
this Agreement, Buyer shall have no obligation to agree to any adverse change
in any License or Contract in order to obtain a Consent required with respect
thereto.

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

7.1 Shareholder Agreement. At Closing, Buyer, Seller and HDA shall
enter into the Shareholder Agreement substantially in the form of Exhibit A.

7.1 Management Agreement. At Closing, Seller, Buyer and HDA shall
enter into the Management Agreement substantially in the form of Exhibit B.

7.1 Agreement with ECOC. Seller shall enter into a Programming
Agreement with El Comandante Operating Co., Inc. ("ECOC") effective February 1,
1996, in the form of Schedule 6.8 hereto.

7.1 No Inconsistent Action. Buyer shall not take any action that is
inconsistent with its obligations under this Agreement or that could reasonably
be expected to hinder or delay the consummation of the transactions
contemplated hereby. Without limiting the generality of the foregoing, Buyer
shall not take any action that could result in its disqualification under the
Communications Act or FCC rules and regulations to purchase the Stock or
operate the Stations. If Buyer becomes aware of any fact that could result in
such disqualification, it will so inform Seller and HDA and use its best
efforts to eliminate any such disqualifying fact.

7.1 Buyer Consents. Buyer shall use its best efforts to obtain all
of the Buyer Consents. Buyer shall promptly advise Seller of any difficulties
experienced in obtaining any of the Buyer Consents and of any conditions
proposed, considered or requested for any of the Buyer Consents.

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

8.1 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:

<PAGE> 23

- 22 -

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

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

(a) Consents. All Consents shall have been obtained without
any adverse change in the terms or conditions of any Material Contract or any
License.

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

(a) Governmental Authorizations. Seller 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 Stations
or the conduct of its business and operations. No proceeding shall be pending
the effect of which could be to revoke, cancel, fail to renew, suspend, or
modify adversely any FCC License.

(a) Deliveries. Seller shall have made or stand willing to
make all the deliveries to Buyer described in Section 8.2.

(a) Adverse Change. Between the date of this Agreement and
the Closing Date, there shall have been no material adverse change in the Real
Property, Tangible Personal Property or the Programming Agreement (Schedule 6.8
hereto) not covered by Section 6.2 hereof.

(a) HDA Bond Holders. HDA shall have obtained the written
consent of the holders of HDA's $68 million 11.75% First Mortgage Notes due
2003 to the transactions contemplated by this Agreement.

(a) Station Authorizations. As part of the FCC Consent, the
FCC shall have granted Seller authorization (i) to operate Station WKPV(TV) and
Station WJWN-TV as satellites of Station WSJN-TV pursuant to Section 73.3555,
Note 5, of the FCC's rules and regulations, 47 C.F.R. Section 73.3555, and
(ii) to operate Station WKPV(TV) and Station WJWN-TV from main studios located
outside of their respective principal community contours.

(a) No Proceeding. No administrative or judicial proceeding
by any governmental authority or any other person shall have been instituted or
threatened that questions the validity or legality of the transactions
contemplated by this Agreement.

<PAGE> 24

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(a) Stations' Operation. Buyer shall have received evidence
that the Capital Improvements listed on Schedule 3.6 have been completed, the
Licenses are in full force and effect and the conduct of the business and
operations of the Stations are in accordance therewith.

(a) Phase I Study. Buyer shall have received prior to Closing
a Phase I Environmental Study of the Stations in form and substance
satisfactory to Buyer. The cost of the Phase I Study shall be the
responsibility of the Buyer.

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

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

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

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

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

(a) HDA Bond Holders. HDA shall have obtained the written
consent of the holders of HDA's $68 million 11.75% First Mortgage Notes due
2003 to the transactions contemplated by this Agreement.

SECTION 8. CLOSING AND CLOSING DELIVERIES.

<PAGE> 25

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9.1 Closing.

(a) Closing Date.

(1) Except as provided below in this Section 8.1(a) or
as otherwise agreed to by Buyer and Seller, the Closing shall take place at
10:00 a.m. on a date, to be set by Buyer on at least five days' written notice
to Seller and HDA, which shall be not earlier than the first business day after
the FCC Consent is granted and not later than ten business days following the
date upon which the FCC Consent has become a Final Order.

(1) Except as provided below in this Section 8.1(a), if
Buyer fails to specify the date for Closing pursuant to the preceding sentence
prior to the fifth business day after the date upon which the FCC Consent has
become a Final Order, the Closing shall take place on the tenth business day
after the date upon which the FCC Consent has become a Final Order.

(1) If any event occurs that prevents signal
transmission by the Stations in the normal and usual manner and Seller cannot
restore the normal and usual transmission before the date on which the Closing
would otherwise occur pursuant to this Section 8.1(a), and this Agreement has
not been terminated under Section 9, 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 allow Seller to restore the normal and usual
transmission by the Stations. If the Closing is postponed pursuant to this
paragraph, the date of the Closing shall be mutually agreed to by Seller and
Buyer.

(1) 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 Seller, 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 be mutually agreed to by Seller and
Buyer.

(a) Closing Place. The Closing shall be held at the offices
of Dow, Lohnes & Albertson, 1255 Twenty-Third Street, N.W., Suite 500,
Washington, D.C. 20037, or any other place that is agreed upon by Buyer and
Seller.

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

(a) Stock. Certificates representing all of the Stock, which
shall be either

<PAGE> 26

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duly endorsed or accompanied by stock powers duly executed in favor of Buyer.

(a) Certificate of Incorporation. A copy of the Certificate
of Incorporation of the Seller certified as of a date not earlier than ten days
prior to the Closing Date by the Secretary of the Commonwealth of Puerto Rico.

(a) Bylaws. A copy of the Bylaws of the Seller certified, as
of the Closing Date, by its Secretary or Assistant Secretary.

(a) Resolutions. Copies of resolutions adopted by the Board
of Directors of Seller authorizing and approving the execution of this
Agreement and the consummation of the transactions contemplated hereby,
including the election of Buyer's designees to the Board of Directors of
Seller, certified by the Secretary or Assistant Secretary of Seller as being
true and complete on the Closing Date.

(a) Estoppel Certificates. Estoppel certificates of the
lessors of all leasehold and subleasehold interests included in the Real
Property Interests and estoppel certificates of contracting parties to those
Contracts listed in Schedule 3.9 that are designated and remain in effect on
the Closing Date to indicate that estoppel certificates are required under this
Section 8.2(e).

(a) Officer's Certificate. A certificate, dated as of the
Closing Date, executed on behalf of Seller and HDA by the President of Seller
and the managing partner of HDA, certifying: (1) that the representations and
warranties of Seller and HDA contained in this Agreement are true and complete
in all material respects as of the Closing Date as though made on and as of
that date; and (2) that Seller and HDA have in all material respects performed
and complied with all of their respective obligations, covenants, and
agreements in this Agreement to be performed and complied with on or prior to
the Closing Date.

(a) Shareholder Agreement. The Shareholder Agreement, duly
executed by Seller, Buyer and HDA.

(a) Management Agreement. The Management Agreement, duly
executed by Seller, Buyer and HDA.

(a) Opinions of Counsel. Opinions of Seller's counsel and
communications counsel dated as of the Closing Date, in form and substance
satisfactory to Buyer's counsel.

(a) Resignations. Any written resignations effective as of
the Closing Date, of officers and directors of Seller that Buyer shall have
requested and Seller shall have agreed to prior to the Closing Date.

(a) A certificate, dated as of the Closing Date, executed on
behalf of Seller and HDA evidencing the Seller's Accounts Receivable as of
January 31, 1996 and

<PAGE> 27

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receipt by Seller from HDA of a Cash Payment equal to the face amount of such
Accounts Receivable as provided for in Section 2.4 hereof.

(a) Evidence of the payment by HDA to Seller of the funding as
required by Section 2.4 hereof sufficient to cover Seller's liabilities..

(a) A Certificate, dated as of the Closing Date, executed on
behalf of Seller and HDA, satisfactory to Buyer, to the effect that the General
Electric Credit Corporation and the Internal Revenue Service payment
obligations of the Seller have been assumed by HDA and that such obligations
will be reflected on Seller's balance sheet, only as a contingent liability.

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

(a) Closing Payment. The payment described in Section 2.3;
and

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

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

(a) Opinion of Counsel. An opinion of Buyer's counsel dated
as of the Closing Date, in form and substance satisfactory to Seller's counsel.

(a) Shareholder Agreement. The Shareholder Agreement, duly
executed by Buyer, Seller and HDA.

(a) Management Agreement. The Management Agreement, duly
executed by Seller, Buyer and HDA.

SECTION 9 TERMINATION.

10.1 Termination by Seller. This Agreement may be terminated by
Seller and HDA, if Seller and HDA are not then in material default, upon
written notice to Buyer, upon the occurrence of any of the following:

<PAGE> 28

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

(a) 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.

(a) Upset Date. If the Closing shall not have occurred on or
prior to January 31, 1997.

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

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

(a) 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.

(a) Upset Date. If the Closing shall not have occurred on or
prior to January 31, 1997.

10.1 Escrow Deposit. Simultaneously with the execution and delivery
of this Agreement, Buyer has deposited with the Escrow Agent, cash in the
amount of Two Hundred Thousand Dollars ($200,000) (the "Escrow Deposit") in
accordance with an Escrow Agreement among Buyer, Seller, and the Escrow Agent
in the form of Exhibit C. All funds and documents deposited with or otherwise
held by the Escrow Agent shall be held and disbursed in accordance with the
terms of the Escrow Agreement and the following provisions:

(a) At the Closing, Buyer and Seller shall jointly instruct
the Escrow Agent to disburse all funds held by the Escrow Agent pursuant to the
Escrow Agreement, including any interest or other proceeds from the investment
of funds held by the Escrow Agent, to or at the direction of Buyer.

(a) If this Agreement is terminated pursuant to Section 9.1 or
Section 9.2 and Buyer is not in material breach of any provision of this
Agreement, Buyer and Seller shall jointly instruct the Escrow Agent to disburse
all funds held by the Escrow Agent pursuant to the Escrow Agreement, including
any interest or other proceeds from the investment of funds held by the Escrow
Agent, to or at the direction of Buyer.

(a) If this Agreement is terminated by Seller due to Buyer's
material breach

<PAGE> 29

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of this Agreement, then Buyer and Seller shall jointly instruct the
Escrow Agent to disburse the Escrow Deposit to or at the direction of Seller,
and to disburse all other funds held by the Escrow Agent pursuant to the Escrow
Agreement, including any interest or other proceeds from the investment of
funds held by the Escrow Agent, to or at the direction of Seller.

10.1 Rights on Termination. If this Agreement is terminated by
Seller and Section 9.3(c) applies, then the payment to Seller pursuant to
Section 9.3(c) shall be liquidated damages and shall constitute full payment
and the exclusive remedy for any damages suffered by Seller by reason of
Buyer's breach of this Agreement. Seller and Buyer agree in advance that
actual damages would be difficult to ascertain and that the amount of the
payment to be made to Seller pursuant to Section 9.3(c) is a fair and equitable
amount to reimburse Seller for damages sustained due to Buyer's breach of this
Agreement. If this Agreement is terminated by Buyer due to Seller's breach of
any provision of this Agreement, Buyer shall have all rights and remedies
available at law or equity.

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

10.1 Attorneys' Fees. In the event of a default by either party that
results in a lawsuit or other proceeding for any remedy available under this
Agreement, the prevailing party shall be entitled to reimbursement from the
other party of its reasonable legal fees and expenses (whether incurred in
arbitration, at trial, or on appeal).

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

11.1 Survival. Without prejudice to representations and warranties
in other agreements delivered hereunder, all representations and warranties of
Buyer, Seller and HDA herein and all covenants of Buyer, Seller and HDA herein
with respect to periods prior to Closing shall be deemed continuing
representations, warranties and covenants, and shall survive the Closing for a
period of eighteen (18) months. 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 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 Agreement as the result of a
breach of any of its representations and warranties.

11.1 Indemnification by Seller. After the Closing but subject to
Section 10.5,

<PAGE> 30

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

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

(a) any and all losses, liabilities or damages resulting from
the operation or ownership of the Stations prior to the date hereof;

(a) 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.

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

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

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

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

(a) With respect to claims solely between the parties,
following receipt of notice from the Claimant of a claim, the Indemnifying
Party shall have thirty days to make such investigation of the claim as the
Indemnifying Party deems necessary or desirable. For the purposes of such
investigation, the Claimant agrees to make available to the Indemnifying Party
and its authorized representatives the information

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relied upon by the Claimant to substantiate the claim. If the Claimant and the
Indemnifying Party agree at or prior to the expiration of the thirty-day period
(or any mutually agreed upon extension thereof) to the validity and amount of
such claim, the Indemnifying Party shall immediately pay to the Claimant the
full amount of the claim. If the Claimant and the Indemnifying Party do not
agree within the thirty-day period (or any mutually agreed upon extension
thereof), the Claimant may seek appropriate remedy at law or equity or under
the arbitration provisions of this Agreement, as applicable.

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

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

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

11.1 Certain Limitations.

(a) Notwithstanding anything in this 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 Section 5 of this Agreement,
unless (i) notice of the claim is given within eighteen months after the
Closing Date, except with respect to Sections 3.11, 3.14 and 3.20, with respect
to which notice of the claim may be given until the expiration of the
applicable statute of limitations, and (ii) except to the extent the losses,
obligations, liabilities, costs and expenses of such party arising therefrom
exceed in the aggregate Ten Thousand Dollars ($10,000).

(a) Notwithstanding anything in this Agreement to the
contrary, no indemnification shall be payable by Seller or HDA to any Claimant
in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate, except
with respect to Section 3.19.

<PAGE> 32

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11.1 Exclusivity of Remedy. Except as otherwise specifically
provided for in this Agreement, the provisions of this Section 10 shall be the
sole recourse of Buyer for any matters relating to or arising in connection
with this Agreement, and such recourse is explicitly limited to the amounts and
time limits set forth in Section 10.5.

SECTION 11.. MISCELLANEOUS.

12.1 Fees and Expenses. Seller shall pay any filing fees, transfer
taxes, document stamps, or other charges levied by any governmental entity on
account of the transfer of the Stock from Seller to Buyer. Except as provided
in Section 6.1(b) of this Agreement, Buyer and Seller shall each pay one-half
of any fees charged by the FCC in connection with obtaining the FCC Consent.
Except as otherwise specifically provided in this Agreement, each party shall
pay its own expenses incurred in connection with the authorization,
preparation, execution, and performance of this Agreement, including all fees
and expenses of counsel, accountants, agents, and representatives.

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

<TABLE>
<S> <C>
If to Buyer: Paxson Communications of San Juan, Inc.
- ----------- 601 Clearwater Park Road
West Palm Beach, FL 33401
Attn: Mr. Lowell W. Paxson

with copies (which shall not John R. Feore, Jr., Esq.
constitute notice) to: Dow, Lohnes & Albertson 1255 Twenty-third Street, N.W.
Suite 500
Washington, D.C. 20037

If to Seller: S & E Network Inc.
- ------------ El Comandante Race Track
Canonvanas, Puerto Rico 00729
Attention: President

with a copy (which shall not Andrew Jack, Esquire
constitute notice) to: Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20044-7566

If to HDA: Housing Development Associates S.E.
- --------- 650 Munoz Rivera Avenue, 7th Floor
Hato Rey
Puerto Rico 00918
</TABLE>

<PAGE> 33

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Attention: President

with a copy (which shall not Andy Jack, Esquire
constitute notice) to: Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20044-7566

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
10.5(a). A notice mailed by registered or certified mail, postage prepaid and
return receipt requested, shall be deemed to have been duly delivered and
received on the date of receipt shown on the return receipt.

12.1 Benefit and Binding Effect. No party hereto may assign this
Agreement without the prior written consent of the other parties hereto;
provided, however, that Buyer may assign its rights and obligations under this
Agreement to another entity without seeking or obtaining Seller's or HDA's
prior approval provided, further, that Buyer shall guarantee such assignee's
performance hereunder. Upon any assignment by Buyer or permitted assignment by
Seller in accordance with this Section 11.3, all references to "Buyer" herein
shall be deemed to be references to "Seller" herein shall be deemed to be
references to Seller's assignee. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

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

12.1
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED,
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT
REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF).

12.1
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 Agreement.

12.1
Entire Agreement. This Agreement, the schedules, hereto, and
all documents, certificates, and other documents to be delivered by the parties
pursuant hereto, collectively represent the entire understanding and agreement
between Buyer and Seller with respect to the subject matter of this Agreement.
This Agreement supersedes all prior negotiations between the parties and cannot
be amended, supplemented, or changed except by an agreement in writing that
makes specific reference to this Agreement and that is signed by the party
against which enforcement of any such amendment, supplement, or modification is
sought.

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12.1 Waiver of Compliance; Consents. Except as otherwise provided
in this Agreement, any failure of any of the parties to comply with any
obligation, representation, warranty, covenant, agreement, or condition herein
may be waived by the party entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but such waiver or failure
to insist upon strict compliance with such obligation, representation,
warranty, covenant, agreement, or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure. Whenever this
Agreement requires or permits consent by or on behalf of any party hereto, such
consent shall be given in writing in a manner consistent with the requirements
for a waiver of compliance as set forth in this Section 11.8.

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

12.1 Guaranty of HDA.

(a) In consideration of the execution and delivery of this
Agreement by Buyer, HDA agrees as follows:

(1) HDA hereby guarantees the full, complete, and
timely performance by Seller of each and every obligation of Seller under this
Agreement. If any default shall be made by Seller in the performance of any of
such obligations, then HDA will itself perform or cause to be performed such
obligation upon receipt of notice from Buyer specifying in summary form the
default.

(1) HDA waives presentment, protest, demand, or
action or delinquency in respect of any of the obligations of Seller under this
Agreement. HDA waives all notices of nonperformance, notices of protest,
notices of dishonor, and notices of acceptance of this guaranty.

(1) This guaranty shall be deemed a continuing
guaranty, and the above consents and waivers of HDA shall remain in full force
and effect until the satisfaction in full of all obligations of Seller under
this Agreement.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE> 35

IN WITNESS WHEREOF, this Agreement has been executed by the duly
authorized officers of Buyer, Seller and HDA as of the date first written
above.

S & E NETWORK INC.

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

PAXSON COMMUNICATIONS OF SAN
JUAN, INC.

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

HOUSING DEVELOPMENT
ASSOCIATES S.E.

By: Equus Gaming Company L.P.,
its managing partner

By: Equus Management Company,
its managing general partner

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

<PAGE> 1

EXHIBIT 10.75

<PAGE> 2
EXHIBIT 10.75

- --------------------------------------------------------------------------------

TIME BROKERAGE AGREEMENT

BY AND BETWEEN

ROBERTS BROADCASTING COMPANY OF RALEIGH-DURHAM, L.P.

AND

PAXSON COMMUNICATIONS OF RALEIGH-DURHAM-47, INC.

FOR

TELEVISION STATION WRMY(TV), ROCKY MOUNT, NORTH CAROLINA

OCTOBER 31, 1995

- --------------------------------------------------------------------------------

<PAGE> 3

TABLE OF CONTENTS

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

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

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

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

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

SECTION 6. TERMINATION AND REMEDIES UPON DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

- i -
<PAGE> 4

<TABLE>
<S> <C>
6.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.2 Termination Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.3 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.4 Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.1 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.2 Call Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.6 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.10 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.11 No Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

- ii -

<PAGE> 5

TIME BROKERAGE AGREEMENT

TIME BROKERAGE AGREEMENT, made this 31st day of October, 1995, by and
between Roberts Broadcasting Company of Raleigh-Durham, L.P., a Delaware
limited partnership (the "Licensee") and Paxson Communications of
Raleigh-Durham-47, Inc., a Florida corporation (the "Programmer").

WHEREAS, Licensee is seeking to acquire Television Station WRMY(TV),
Rocky Mount, North Carolina (the "Station") pursuant to authorizations issued
by the Federal Communications Commission ("FCC").

WHEREAS, Programmer is involved in television station programming and
operation.

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

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

SECTION 1. LEASE OF STATION AIR TIME

1.2 Effective Date; Term. The effective date of this Agreement
shall be the date of consummation of Licensee's acquisition of the Station
following FCC approval (the "Closing"). It shall continue in force for an
initial term of seven years from that date unless otherwise extended or
terminated as set forth below.

1.3 Scope. During the term of this Agreement and any renewal
thereof, Licensee shall make available to Programmer broadcast time upon the
Station as set forth in this

<PAGE> 6

- 2 -

Agreement. Programmer shall deliver such programming, at its expense, to the
Station's transmitter facilities or other authorized remote control points as
reasonably designated by Licensee. Subject to Licensee's reasonable approval,
as set forth in this Agreement, Programmer shall provide programming of
Programmer's selection complete with commercial matter, news, public service
announcements and other suitable programming to the Licensee up to one hundred
sixty-two (162) hours per week. Notwithstanding the foregoing, the Licensee may
designate such additional time as it may require without any adjustment of the
monthly consideration to be paid to Licensee under Section 1.5 for the
broadcast of programming necessary for the Station to broadcast news, public
affairs, children's, religious and non-entertainment programming as required by
the FCC. All program time not reserved by or designated for Licensee shall be
available for use by Programmer and no other party.

1.4 Option to Renew. Subject to the termination provisions of
Section 6 hereof, this Agreement may be renewed for an additional term as
mutually agreed upon by the Licensee and the Programmer.

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

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

<PAGE> 7

- 3 -

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

SECTION 2. STATION OBLIGATIONS TO ITS COMMUNITY OF LICENSE

2.1 Licensee Authority. Notwithstanding any other provision of
this Agreement, Programmer recognizes that Licensee has certain obligations to
broadcast programming to meet the needs and interests of viewers in Rocky
Mount, North Carolina, the station's service area and the educational and
informational needs of children. From time to time the Licensee shall air
specific programming on issues of importance to the local community and
educational and informational programming for children. Nothing in this
Agreement shall

<PAGE> 8

- 4 -

abrogate the unrestricted authority of the Licensee to discharge its
obligations to the public and to comply with the Act and the rules and policies
of the FCC.

SECTION 3. STATION PROGRAMMING POLICIES

<PAGE> 9

- 5 -

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

<PAGE> 10

- 6 -

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

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

<PAGE> 11

- 7 -

SECTION 4. INDEMNIFICATION

SECTION 5. ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE

<PAGE> 12

- 8 -

from time to time on a confidential basis any of Programmer's programming
material it may reasonably request. Programmer shall promptly provide Licensee
with copies of all correspondence and complaints received from the public
(including any telephone logs of complaints called in), and copies of all
program logs and promotional materials. However, nothing in this section shall
entitle Licensee to review the internal corporate or financial records of the
Programmer.

SECTION 6. TERMINATION AND REMEDIES UPON DEFAULT

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

<PAGE> 13

- 9 -

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

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

SECTION 7. MISCELLANEOUS

7.1 Assignment.

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

(c) Licensee agrees to enter into such agreements and
confirmations as Programmer's senior lenders may reasonably require: (i) to
acknowledge and confirm any collateral assignment of this Agreement to such
senior lenders; (ii) to provide for simultaneous

<PAGE> 14

- 10 -

notice and reasonable cure rights, which rights must be exercised within 30
days after the 30-day period specified in Section 6.1(b) hereof, to such senior
lenders of any default by Programmer under this Agreement; (iii) to provide
simultaneous notice and reasonable cure rights, which rights must be exercised
within 30 days after the expiration of the 30-day period specified in Section
6.1(b) hereof, to such senior lenders prior to any election or action by
Licensee to terminate or cancel this Agreement pursuant to Section 6.1(b) and,
if requested by such senior lenders, to enter into a new Agreement on the same
terms and conditions as this Agreement with such senior lenders or their
nominee, successor or purchaser who (x) possesses all requisite qualifications
to hold FCC licenses, (y) has not had an authorization issued by the FCC
revoked or an application for license renewal denied by the FCC, and (z)
possesses the financial capacity to perform Programmer's obligations hereunder
("Lenders' Assignee"); (iv) in the event that such senior lenders shall be
entitled to foreclose or otherwise acquire Programmer's interest in this
Agreement, or if such senior lenders (or their nominee, successor or purchaser
who qualifies as a "Lenders' Assignee") shall have elected to enter into a new
Agreement, on the same terms and conditions as this Agreement, with Licensee,
to enable such senior lenders to acquire Programmer's interest in this
Agreement or assign such interest to any purchaser or assignee of such senior
lenders who qualifies as a "Lenders' Assignee", or require Licensee to enter
into a new Agreement, on the same terms and conditions as this Agreement,
directly with any purchaser or assignee of such senior lenders who qualifies as
a "Lenders' Assignee"; and (v) provide for such other assurances as such senior
lenders shall reasonably request in connection with the exercise of their
rights under this paragraph 7.1(c).

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

<PAGE> 15

- 11 -

consideration specified in Section 1.5 herein is subject, provided that
Licensee is responsible for payment of its own income taxes.

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

To Programmer: Paxson Communications of Raleigh-Durham-47, Inc.
601 Clearwater Park Road
West Palm Beach, FL 33401
Telecopy: (407) 659-4252
Telephone: (407) 659-4122

To Licensee: Roberts Broadcasting Company of Raleigh-Durham, L.P.
1408 N. Kings Highway
Suite 300
St. Louis, MO 63113
Telecopy: (314) 367-0174
Telephone: (314) 367-0090

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

<PAGE> 16

- 12 -

assuring compliance with all then existing FCC rules and policies which may be
applicable, while attempting to preserve, as closely as possible, the intent of
the parties as embodied in the provision of this Agreement which is to be so
modified.

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

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

LICENSEE: ROBERTS BROADCASTING COMPANY OF
RALEIGH-DURHAM, L.P.

By: Roberts Broadcasting L.L.C., as
general partner

By: /s/ Steve Roberts
-----------------------------------------------
Name: Steve Roberts
Title:

<PAGE> 17

- 13 -

PROGRAMMER: PAXSON COMMUNICATIONS OF
RALEIGH-DURHAM-47, INC.

By: /s/ William L. Watson
----------------------------------------
Name: William L. Watson
Title: Secretary

<PAGE> 18

ATTACHMENT I

Compensation Schedule

Programmer shall pay Licensee a monthly fee sufficient to allow
Licensee to make timely monthly payments of principal and interest under its
Loan Agreement with Paxson Communications Corporation and to permit Licensee to
pay the Station's monthly operating expenses in accordance with the terms of
the Station's approved budget.

The net revenue of the Station (gross revenue less payment of the
operating expenses and debt amortization) shall be distributed on a quarterly
basis to Programmer and Licensee with Licensee receiving 60% and Programmer
receiving 40% of the net revenues. Both Licensee and Programmer shall have
full access to the books and records of the Station to determine the quarterly
distributions.

<PAGE> 19

ATTACHMENT II

Broadcast Station Programming Policy Statement

<PAGE> 20

BROADCAST STATION PROGRAMMING POLICY STATEMENT

The following sets forth the policies generally applicable to the
presentation of programming and advertising over Television Station WRMY(TV),
Rocky Mount, North Carolina. All programming and advertising broadcast by the
station must conform to these policies and to the provisions of the
Communications Act of 1034, as amended [the "Act"], and the Rules and
Regulations of the Federal Communications Commission ["FCC"].

Station Identification

The station must broadcast a station identification announcement once an hour
as close to the hour as feasible in a natural break in the programming. The
announcement must include (1) the station's call letters (currently, WRMY);
followed immediately by (2) the station's city of license (Rocky Mount, North
Carolina).

Broadcast of Telephone Conversations

Sponsorship Identification

<PAGE> 21

- 2 -

Payola/Plugola

Rebroadcasts

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

Fairness

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

Personal Attacks

Political Editorials

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

Political Broadcasting

<PAGE> 22

- 3 -

Obscenity and Indecency

Billing

Contests

Hoaxes

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

Children's Programming

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

<PAGE> 23

- 4 -

Children's Advertising

Emergency Information

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

Lottery

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

Advertising

Programming Prohibitions.

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

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

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

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

<PAGE> 24

- 5 -

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

Violence. Any programs which are excessively violent.

Unauthenticated Testimonials. Any testimonials which cannot be
authenticated.

<PAGE> 25

ATTACHMENT III

Payola Statement

<PAGE> 26

FORM OF PAYOLA AFFIDAVIT

City of ________________________ )
)
County of ______________________ ) SS:
)
State of _______________________ )

ANTI-PAYOLA/PLUGOLA AFFIDAVIT

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

1. He is _____________________ for _____________________.
Position

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

7. He, his spouse and his immediate family do___ do not___ have any
present direct or indirect ownership interest in (other than an
investment in a corporation whose

<PAGE> 27

- 2 -

stock is publicly held), serve as an officer or director of, whether
with or without compensation, or serve as an employee of, any person,
firm or corporation engaged in:

1. The publishing of music;

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

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

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

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

8. The facts and circumstances relating to such interest are none____ as
follows___:

-----------------------------------------------------------------------

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

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

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

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

<PAGE> 1

EXHIBIT 10.76

<PAGE> 2
EXHIBIT 10.76

OPTION AGREEMENT

THIS OPTION AGREEMENT is entered into as of October 31, 1995, by and
among PAXSON COMMUNICATIONS OF RALEIGH-DURHAM-47, INC.,a Florida corporation
(the "Purchaser"), ROBERTS BROADCASTING COMPANY OF RALEIGH-DURHAM, L.P., a
Delaware limited partnership (the "Company"), and ROBERTS BROADCASTING COMPANY
OF NORTH CAROLINA, a Delaware corporation (the "Limited Partner").

WHEREAS, Paxson Communications Corporation ("PCC"), the parent of the
Purchaser and the Company have entered into a Loan Agreement dated as of
October 31, 1995 (the "Loan Agreement"), pursuant to which PCC has agreed to
loan the Company up to $4,000,000 (the "Loan") for the purpose of purchasing
television station WRMY(TV), Rocky Mount, North Carolina (the "Station") and
constructing new facilities for the Station; and

WHEREAS, pursuant to the terms of the Loan Agreement, the Company has
delivered to PCC its Promissory Note in the principal amount of $4,000,000, PCC
and the Company have entered into a Security Agreement dated as of October 31,
1995, and PCC and the Limited Partner have entered into a Pledge Agreement
dated as of October 31, 1995 (the Loan Agreement and such Promissory Note,
Security Agreement and Pledge Agreement are collectively, the "Loan
Documents"); and

WHEREAS, the Loan Agreement provides that the Purchaser, the Limited
Partner and the Company shall enter into this Agreement; and

WHEREAS, the Limited Partner owns all of the limited partner interests
of the Company, and the Company and the Limited Partner desire to grant the
Purchaser an exclusive option to purchase the Limited Partner's entire interest
in the Company at the price and upon the terms and conditions hereinafter set
forth;

NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants, agreements and conditions hereinafter set forth, the parties,
intending to be legally bound, agree as follows:

ARTICLE 1. DEFINITIONS

As used herein, the following terms shall have the meanings set forth
below, unless the context otherwise requires:

"Agreement" means this Option Agreement, as amended, supplemented, or
modified from time to time.

<PAGE> 3

- 2 -

"Assets" means collectively all the tangible and intangible assets,
real, personal or mixed, owned or held by the Company and used or useful in the
business or operations of the Station, including personal property, real
property, contracts, intangibles, and all other information relating to the
Station.

"Closing" has the meaning set forth in Section 3.1.

"Closing Date" has the meaning set forth in Section 2.3.

"Option Period" has the meaning set forth in Section 2.2.

"Partnership Interest" means the limited partnership interest in the
Company held by Roberts Broadcasting Company of North Carolina.

"Purchase Price" has the meaning set forth in Section 2.4.

All other capitalized terms shall have the meanings set forth in the
Loan Documents unless otherwise defined in this Agreement.

ARTICLE 2. OPTION

2.1 Option. In consideration of the payment by Purchaser
to Limited Partner of One Million Five Hundred Thousand Dollars ($1,500,000)
which payment shall be made simultaneously with the Company's closing on the
acquisition of the Station, the receipt and sufficiency of which are hereby
acknowledged, the Limited Partner hereby grants the Purchaser an irrevocable
and exclusive option (the "Option") to purchase, at the Purchaser's sole
discretion, all of the Limited Partner's interest in the Company as set forth
in the Limited Partnership Agreement of Roberts Broadcasting Company of
Raleigh-Durham, Ltd. attached hereto as Exhibit 1 free and clear of all debts,
liens, encumbrances or other liabilities, subject to the terms and conditions
set forth herein.

2.2 Option Period. The Option shall run for a period
(the "Option Period") commencing on the date of execution of this Agreement and
ending on the seventh anniversary of the Company's acquisition of the Station.
The Purchaser in its sole discretion may exercise the Option at any time during
this period.

2.3 Option Exercise. The Purchaser, in its sole
discretion, may exercise the Option by delivering a written notice of its
election to exercise the Option to the Company and the Limited Partner,
specifying the date of purchase and agreeing to accept and assume all the terms
and provisions of the Company's Limited Partnership Agreement. In the event
that the

<PAGE> 4

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acquisition of the Limited Partner's interest pursuant to the Option requires
the prior consent of the FCC, then the Closing Date for such acquisition shall
be the fifth day following the date of such FCC consent or, at the option of
Purchaser in its sole discretion, the fifth day following the date on which
such FCC consent shall have become a final order no longer subject to
administrative or judicial review, reconsideration or appeal ("Final Order").

2.4 Purchase Price. The purchase price for the
Limited Partnership's interest shall be: One Thousand Dollars ($1,000).

ARTICLE 3. CLOSING

3.1 Closing. Except as otherwise mutually agreed upon by
the Purchaser and the Limited Partner, the closing of this transaction (the
"Closing") shall take place at 10:00 a.m. on the Closing Date, in the offices
of Dow, Lohnes & Albertson, 1255 Twenty-Third Street, N.W., Washington, D.C.,
or at such other place as the parties hereto may agree.

3.2 Delivery of Certificate and Payment of Purchase
Price. At the Closing, the Limited Partner shall deliver to the Purchaser a
certificate representing the Limited Partner's interests and the Purchaser
shall pay the Purchase Price by wire transfer of immediately available federal
funds to a bank or other financial institution designated by the Limited
Partner.

ARTICLE 4. COVENANTS

4.1 Authorization of Partnership Interests. The Company
and the Limited Partner hereby represent that prior to the date of execution of
this Agreement, they have taken all actions necessary to authorize the
interests currently held by the Limited Partner. The Company and the Limited
Partner further covenant that they shall not amend the Limited Partnership
Agreement of the Company without the prior written consent of the Purchaser,
except as required by this Agreement.

4.2 Limited Partner Transfer Restrictions. From the date
hereof until the earlier of the Closing Date or the end of the Option Period,
the Limited Partner shall not voluntarily transfer (as such term is defined
herein) any of its interests in the Company without the prior written consent
of the Purchaser. For purposes of this Section 4.2, the term "transfer" shall
include any sale, pledge, gift, assignment or other disposition, including a
disposition under judicial order, legal process, execution, attachment or
enforcement of a pledge, trust or other encumbrance.

4.3 Governmental Licenses and Franchises. The
Company shall not, and the Limited Partner shall not permit the Company to
cause or permit, by any act or failure to act, any

<PAGE> 5

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of the licenses, permits, or other authorizations issued to the Company by the
FCC or any other governmental authority (the "Governmental Licenses") to expire
or to be surrendered or modified, or take any action that would cause any
governmental authority to institute proceedings for the suspension, revocation,
or adverse modification of any of the Governmental Licenses, or fail to
prosecute with due diligence any pending applications to any governmental
authority in connection with the construction and operation of the Station, or
take any other action within their control that would result in the Station
being in noncompliance with the requirements of any law, the rules and
regulations of any governmental authority, or the terms of any Governmental
License.

4.4 Access to Information. The Limited Partner
and the Company shall give to Purchaser and its counsel, accountants,
engineers, and other authorized representatives access to the Assets, to the
officers, employees, and agents of the Company, and to all books and records
relating thereto, and will furnish or cause to be furnished to Purchaser and
its authorized representatives all information relating to the Assets, the
Company and the Station that they reasonably request at any time during the
Option Period (including any FCC or Copyright Office filings, financial reports
and operations reports produced with respect to the Station).

4.5 Notification. The Limited Partner and the Company
shall give Purchaser prompt written notice of any material change in any of the
information contained in their representations and warranties in this
Agreement.

4.6 Preservation of Business. The Limited Partner shall
use its best efforts to cause the Company to preserve the business and
organization of the Company intact and use their best efforts to keep available
to the Company its employees and to preserve its relationships with suppliers
and advertisers and others having business relations with it, to the end that
the business, operations, and prospects of the Company shall be unimpaired at
the Closing Date. The ordinary and customary operating, marketing,
promotional, sales, and advertising practices of the Company shall be
maintained.

4.7 Confidentiality. Each party hereto shall keep
confidential any information obtained from the other party in connection with
the transactions contemplated by this Agreement, except as and to the extent
required by applicable law and, in the case of Purchaser, as disclosure may be
required in connection with Purchaser's review and financing of this
transaction.

4.8 Cooperation. Purchaser, the Limited Partner, and the
Company 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 obligations under this Agreement, and the parties will use their best
efforts to consummate the transactions contemplated hereby and to fulfill their

<PAGE> 6

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obligations hereunder. No party shall take any action that is inconsistent
with its obligations under this Agreement, that would render any of its
representations or warranties herein untrue or incomplete or that could hinder
or delay the consummation of the transactions contemplated by this Agreement.

4.9 Representations and Warranties True at
Closing. Each party hereto shall take all actions necessary to make its
respective representations and warranties hereunder true and correct as of the
Closing.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE LIMITED PARTNER

The Limited Partner hereby represents and warrants to the Purchaser
that:

5.1 Authority; Binding Obligation. The Limited Partner
has all requisite capacity, power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby. This Agreement
constitutes a legal, valid and binding obligation of the Limited Partner,
enforceable in accordance with its terms.

5.2 Title. The Limited Partner is the sole direct owner,
beneficially and of record, of all of the Limited Partner's interests in the
Company, and has good, valid and marketable title to such interests, free and
clear of all liens and other encumbrances other than encumbrances created by
the Loan Documents. There are no outstanding agreements, arrangements,
commitments or understandings of any kind affecting or relating to the Limited
Partner interests of the Company other than as set forth herein and in the Loan
Documents.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

6.1 Authority; Binding Obligation. The execution,
delivery and performance of this Agreement and all transactions contemplated
hereby have been and shall be duly and validly authorized by all necessary
action on the part of the Company (none of which actions have been modified or
rescinded and all of which actions are in full force and effect). This
Agreement constitutes a legal, valid and binding obligation of the Company,
enforceable in accordance with its terms.

6.2 Business of the Company. The sole business of the
Company is the acquisition and the operation of the Station, and the Company
has taken, and at Closing will have taken, no actions that are not in
furtherance of the operation of the Station.

<PAGE> 7

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6.3 Organization, Standing, and Authority. The Company
(a) is a limited partnership duly organized, validly existing, and in good
standing under the laws of the State of Delaware and has the requisite power
and authority to (i) own, lease, and use the Company's assets as now and
hereafter owned, leased and used by it, and (ii) conduct its business as now
and hereafter conducted. The Company has delivered to Purchaser true and
complete copies of its Limited Partnership Agreement..

6.4 Absence of Conflicting Agreements. The execution,
delivery, and performance of this Agreement and the documents contemplated
hereby (with or without the giving of notice, the lapse of time, or both): (a)
do not require the consent of any third party; (b) will not conflict with any
provision of the Company's Limited Partnership Agreement; (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; (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, franchise, instrument, license, or
permit to which the Company is a party or by which the Company is bound; and
which (e) will not create any claim, lien, charge, or encumbrance upon any of
the Partnership Interest or Assets.

6.5 Consents. No consent, approval, permit, or
authorization of or declaration to or filing with any governmental or
regulatory authority or any other public or private third party is required (a)
to render this Agreement and the transactions contemplated hereby valid and
effective or (b) to permit this Agreement and the transactions contemplated
hereby to be consummated.

6.6 Claims and Legal Actions. There is no claim, legal
action, counterclaim, suit, arbitration, governmental investigation, or other
legal, administrative, or tax proceeding, nor any order, decree, or judgment,
in progress or pending, or, to the best knowledge of the Company, threatened,
against or relating to the Company, the Limited Partner's interests, the
Assets, or the business of the Company, nor does the Company know or have
reason to be aware of any basis for the same.

6.7 Compliance with Laws. In its operation of the
Station and its ownership and maintenance of the Assets, the Company has
complied and is complying fully with the terms of all Governmental Licenses and
with all laws, rules, regulations, and ordinances, including all trademark,
service mark, trade name, or copyright rules and regulations, all building and
zoning laws, codes, and regulations, all rules and regulations of the Federal
Aviation Administration relating to tower heights, lighting and marking, all
environmental and other land use laws and all laws relating to the employment
of labor. Neither the ownership nor use of any properties nor the conduct of
its business conflicts with the rights of any other person or entity.

<PAGE> 8

- 7 -

6.8 Full Disclosure. No representation or warranty made by the
Company in this Agreement or in any certificate, document, or other instrument
furnished or to be furnished by the Company pursuant hereto contains or shall
contain any untrue statement of a material fact, or omits or shall omit to
state any material fact required to make any statement contained herein or
therein not misleading. The Company is not aware of any impending or
contemplated event or occurrence that would cause any of the foregoing
representations not to be true and complete on the date of such event or
occurrence as if made on that date.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

7.1 Authority; Binding Obligation. The Purchaser is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Florida. On the Closing Date, the Purchaser shall be duly
qualified to conduct its business in the State of North Carolina. The Purchaser
has all requisite corporate power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby. This Agreement
constitutes a legal, valid and binding obligation of the Purchaser, enforceable
in accordance with its terms.

7.2 Financial and Character Qualifications. The
Purchaser has the financial qualifications to make the payments to the Limited
Partner called for in this Agreement.

7.3 Absence of Conflicting Agreements and Required
Consents. The execution, deliver, and performance by Purchaser of this
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 Bylaws or Certificate of
Incorporation of Purchaser, (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 Purchaser is a party
or by which Purchaser may be bound, such that Purchaser could not acquire the
Partnership Interest.

ARTICLE 8. CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE

The obligations of the Purchaser to purchase the Limited Partner's
interests and pay the Purchase Price to the Limited Partner are subject to the
satisfaction at or prior to Closing of each of the following conditions:

<PAGE> 9

- 8 -

8.1 Representations, Warranties and Covenants. The
representations and warranties of the Company and the Limited Partner made
herein and in the Loan Documents shall have been true and correct when made and
shall be true and correct on the date of Closing as though such representations
and warranties were made on and as of such date, except for changes in the
ordinary course of business or of which Purchaser has received notice; and the
Company and the Limited Partner shall have performed and complied with all
covenants and agreements required to be performed or complied with by the
Company and the Limited Partner prior to Closing.

8.2 No Breach or Default. There shall be no existing
default under, or breach by the Company or the Limited Partner of, this
Agreement or the Loan Documents.

8.3 Governmental Licenses. The Company shall be the
holder of all Governmental Licenses, and there shall not have been any
modification of any of the Governmental Licenses that could have an adverse
effect on the conduct of the business and operations of the Station. No
proceeding shall be pending the effect of which would be revoke, cancel, fail
to renew, suspend or modify adversely any of the Governmental Licenses.

8.4 FCC Consent. If required, the FCC shall have
consented to the Purchaser's acquisition of the Limited Partner's interests
and, at the option of the Purchaser, such consent shall have become a Final
Order.

ARTICLE 9. CONDITIONS PRECEDENT TO THE LIMITED PARTNER'S
OBLIGATION TO CLOSE

The obligation of the Limited Partner to sell its partnership interest
in the Company to the Purchaser is subject to the satisfaction at or prior to
Closing of each of the following conditions:

9.1 Representations and Warranties. The representations and
warranties of the Purchaser made herein and in the Loan Documents shall be true
and correct on the date of Closing as though such representations and warranties
were made as of such date; and the Purchaser shall have performed and complied
with all covenants and agreements required to be performed or complied with by
the Purchaser prior to Closing.

9.2 Payment of Purchase Price. The Purchaser shall be ready,
willing and able to deliver the Purchase Price pursuant to Section 3.3.

9.3 FCC Consent. If required, the FCC shall have consented to the
Purchaser's acquisition of the Limited Partner's interests.

<PAGE> 10

- 9 -

ARTICLE 10. TERMINATION

This Agreement may be terminated by the Purchaser without liability,
if the Purchaser is not then in material

default, upon written notice to the other parties, upon the occurrence of any
of the following:

(a) Conditions. If on the Closing Date any of
the conditions precedent to the obligations of the Purchaser set forth in this
Agreement have not been satisfied or waived in writing by the terminating
party;

(b) Judgments. If there shall be in effect on
the Closing Date any judgment, decree, or order that would prevent or make
unlawful the Closing of this Agreement; or

ARTICLE 11. INDEMNIFICATION

11.1 Indemnification By the Limited Partner and the
Company. The Limited Partner and the Company shall, jointly and severally,
indemnify, defend and hold harmless the Purchaser and its officers, directors,
agents, employees and shareholders from and against any and all demands,
claims, complaints, actions or causes of action, suits, proceedings,
investigations, arbitrations, assessments, losses, damages, liabilities, costs
and expenses, including, but not limited to, interest, penalties and attorneys'
fees and disbursements (collectively, "Damages"), asserted against, imposed
upon or incurred by the Purchaser, or its officers, directors, agents,
employees or shareholders, directly or indirectly, by reason of or resulting
from (a) any breach of the representations and warranties of the Limited
Partner or the Company contained in or made in connection with this Agreement;
or (b) any noncompliance by the Limited Partner or the Company with any
covenants, agreements or undertakings of the Limited Partner or the Company
contained in or made in connection with this Agreement. In the event of any
indemnification of the Purchaser pursuant to this Section 11.1, the Purchaser
shall be entitled, in addition to its rights and remedies pursuant to this
Agreement, or otherwise at law or in equity, to deduct the amount of such
indemnification from any payment otherwise due to the Limited Partner in
connection with the transactions contemplated hereunder or hereby.

11.2 Indemnification By the Purchaser. The Purchaser
shall indemnify, defend and hold harmless the Limited Partner and the Company
and its partners, agents and employees from and against any Damages asserted
against, imposed upon or incurred by the Limited Partner

<PAGE> 11

- 10 -

or the Company, directly or indirectly, by reason of or resulting from (a) any
breach of the representations and warranties of the Purchaser contained in or
made in connection with this Agreement; or (b) any noncompliance by the
Purchaser with any covenants, agreements or undertakings of the Purchaser
contained in or made in connection with this Agreement.

11.3 Conditions of Indemnification. The
obligations and liabilities of the parties hereunder with respect to their
indemnities pursuant to this Article 11, resulting from any claim or other
assertion of liability by third parties (collectively, "Claims"), shall be
subject to the following terms and conditions:

(a) The party seeking indemnification (the
"Indemnified Party") must give the other party or parties, as the case may be
(the "Indemnifying Party"), notice of any such Claim promptly after the
Indemnified Party receives notice thereof.

(b) The Indemnifying Party shall have the right
to undertake, by counsel or other representatives of its own choosing, the
defense of such claim.

(c) In the event that the Indemnifying Party
shall elect not to undertake such defense, or within a reasonable time after
notice of any such Claim from the Indemnified Party shall fail to defend, the
Indemnified Party (upon further written notice to the Indemnifying Party) shall
have the right to undertake the defense, compromise or settlement of such
Claim, by counsel or other representatives of its own choosing, on behalf of
and for the account and risk of the Indemnifying Party (subject to the right of
the Indemnifying Party to assume defense of such Claim at any time prior to
settlement, compromise or final determination thereof).

(d) Anything in this Article 11 to the contrary
notwithstanding, (i) if there is a reasonable probability that a Claim may
materially and adversely affect the Indemnified Party other than as a result of
money damages or other money payments, the Indemnified Party shall have the
right, at its own cost and expense, to participate in the defense, compromise
or settlement of the Claim, (ii) the Indemnifying Party shall not, without the
Indemnified Party's written consent, settle or compromise any Claim or consent
to entry of any judgment which does not include as an unconditional term
thereof the giving by the claimant or the plaintiff to the Indemnified Party of
a release from all liability in respect of such Claim, and (iii) in the event
that the Indemnifying Party undertakes defense of any Claim, the Indemnified
Party, by counsel or other representative of its own choosing and at its sole
cost and expense, shall have the right to consult with the Indemnifying Party
and its counsel or other representatives concerning such Claim and the
Indemnifying Party and the Indemnified Party and their respective counsel or
other representatives shall cooperate with respect to such claim.

ARTICLE 12. CERTAIN REMEDIES

<PAGE> 12

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12.1 Specific Performance. The Limited Partner and the
Company recognize that if either of them refuses to perform under the
provisions of this Agreement, monetary damages alone would not be adequate to
compensate Purchaser. Purchaser shall therefore be entitled, in addition to
any other remedies that may be available, including money damages, to obtain
specific performance of the terms of this Agreement. If any action is brought
to enforce this Agreement, the Limited Partner and the Company agree to waive
the defense that there is an adequate remedy at law.

12.2 Attorney's Fees. In the event of an alleged default
by any party which results in the filing of a lawsuit for damages, specific
performance, or other remedy, the prevailing party shall be entitled to
reimbursement by the other party of reasonable legal fees and expenses incurred
by the prevailing party.

ARTICLE 13. MISCELLANEOUS

13.1 Additional Actions and Documents. Each of the
parties hereto hereby agrees to take or cause to be taken such further actions,
to execute, deliver and file or cause to be executed, delivered and filed such
further documents and instruments, and to obtain such consents, as may be
necessary or as may be reasonably requested in order to fully effectuate the
purposes, terms and conditions of this Agreement.

13.2 Expenses. Each party shall pay such party's expenses
incident to this Agreement and the transactions contemplated hereunder,
including all legal and accounting fees and disbursements.

13.3 Notices. All notices, requests, demands or other
communications which may be or are required to be given, served or sent by any
party to any other party pursuant to this Agreement shall be in writing and
shall be (a) hand delivered, (b) mailed by first class, registered or certified
mail, return receipt requested, postage prepaid, or (c) delivered by an
overnight commercial courier service such as Federal Express, in each case
addressed as follows:

(i) If to the Company or the Limited Partner:

Roberts Broadcasting Company of
Raleigh-Durham, L.P.
1408 N. Kings Highway
Suite 300
St. Louis, Missouri 63113

<PAGE> 13

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(ii) If to the Purchaser:

Paxson Communications of
Raleigh-Durham-47, Inc.
601 Clearwater Park Road
West Palm Beach, Florida 33401

13.4 Each party may designate by notice in writing a new
address to which any notice, demand, request or communication may thereafter be
so given, served or sent. Each notice, demand, request or communication which
shall be mailed or delivered in the manner described above shall be deemed
sufficiently given, served, sent and received for all purposes at such time as
it is delivered to the addressee (with the return receipt, the delivery receipt
or the affidavit of messenger being deemed conclusive evidence of such
delivery) or at such time as delivery is refused by the addressee upon
presentation.

13.5 Assignment. This Agreement shall not be assignable
by the Limited Partner or the Company without prior written consent of the
Purchaser. This Agreement shall be assignable by the Purchaser to a
wholly-owned subsidiary of the Purchaser or to any other person who is able to
demonstrate its financial and other qualifications to perform the Purchaser's
obligations hereunder.

13.6 Amendment. No amendment, modification or discharge
of this Agreement, and no waiver hereunder, shall be valid or binding unless
set forth in writing and duly executed by the party against whom enforcement of
the amendment, modification, discharge or waiver is sought.

13.7 Headings. Article and section headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.

13.8 Binding Effect. Subject to any provision hereof
restricting assignment, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.

13.9 Governing Law. This Agreement, the rights and
obligations of the parties hereto, and any claims or disputes relating
thereto, shall be governed by and construed in accordance with the laws of the
State of Florida (excluding the choice-of-law rules thereof), and exclusive
venue and jurisdiction shall be in the state or federal district court for the
district including Palm Beach, Florida.

<PAGE> 14

- 13 -

13.10 Execution in Counterparts. This Agreement may be
executed in two or more counterparts, none of which need contain the signatures
of all parties hereto and each of which shall be deemed an original.

13.11 Survival of Representations. The representations,
warranties, covenants and agreements made by the parties in this Agreement and
in any document or instrument delivered in connection herewith or the
transaction contemplated hereby, shall survive without limitation except as
imposed by law.

13.12 Attorneys' Fees. If any litigation should arise
among the parties in connection with the transactions contemplated by this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees in addition to all other damages and remedies.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE> 15

IN WITNESS WHEREOF, each of the undersigned has duly executed this
Agreement, or has caused this Agreement to be duly executed on its behalf, on
the day and year first hereinabove set forth.

COMPANY:

WITNESS: ROBERTS BROADCASTING COMPANY OF
RALEIGH-DURHAM, LTD.

By: Roberts Broadcasting, L.L.C., as
general partner.

/s/ William L. Watson By: /s/ Michael V. Roberts
- --------------------------- ---------------------------------
Name: Michael V. Roberts
Title:

LIMITED PARTNER:

WITNESS: ROBERTS BROADCASTING COMPANY
OF NORTH CAROLINA

/s/ William L. Watson By: /s/ Michael V. Roberts
- --------------------------- ---------------------------------
Name: Michael V. Roberts
Title: President

PURCHASER:

WITNESS: PAXSON COMMUNICATIONS OF
RALEIGH-DURHAM-47, INC.

/s/ William L. Watson By: /s/ Lowell W. Paxson
- --------------------------- ---------------------------------
Name: Lowell W. Paxson
Title Chairman

<PAGE> 16

Roberts Broadcasting, LLC hereby GENERAL PARTNER:
consents to the transfer of the
Limited Partnership interests of ROBERTS BROADCASTING, LLC
Roberts Broadcasting Company of
North Carolina, to Paxson
Communications of Raleigh-Durham-47,
Inc. pursuant to this Agreement. By: /s/ Michael V. Roberts
--------------------------------

<PAGE> 1

EXHIBIT 10.77
<PAGE> 2
EXHIBIT 10.77

LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of this 31st day of October,
1995, is by and between PAXSON COMMUNICATIONS CORPORATION, a Delaware
corporation having its principal offices at 601 Clearwater Park Road, West Palm
Beach, Florida 33401, (the "Lender"), and ROBERTS BROADCASTING COMPANY OF
RALEIGH-DURHAM, L.P. a Delaware limited partnership having its principal
offices at 1408 N. Kings Highway, Suite 300, St. Louis, Missouri, 63113 (the
"Borrower");

W I T N E S S E T H:

WHEREAS, the Borrower is seeking to purchase and modify the
facilities of Television Station WRMY, Rocky Mount, North Carolina (the
"Station"); and

WHEREAS, the Borrower desires to borrow funds from the Lender
to purchase and/or construct of the Station; and

WHEREAS, an affiliate of the Lender wishes to obtain an option
to acquire a 40% equity interest in Borrower as a limited partner.

NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained, the Lender and the Borrower agree as follows:

ARTICLE 1. AMOUNT AND TERMS OF THE LOANS

Section 1.1 The Loan. The Lender agrees, upon the terms and
conditions hereinafter set forth, to make a loan to the Borrower in an
aggregate principal amount not to exceed Four Million Dollars ($4,000,000) (the
"Loan").

Section 1.2 The Promissory Note. The outstanding principal
amount of the Loan shall be evidenced by and subject to the terms of a
promissory note, dated of even date herewith, substantially in the form set
forth as Exhibit 1 hereto (the "Note") payable to the order of the Lender and
representing the obligation of the Borrower to pay the Lender the amount of the
Loan, with interest thereon, as prescribed in Section 1.4. The Lender is
authorized to endorse the date and amount of the Loan and each repayment of
principal and/or interest with respect thereto on the Schedule A annexed to and
constituting a part of the Note, which endorsement shall constitute prima facie
evidence of the information endorsed.

Section 1.3 Interest. The loan shall bear interest on the
unpaid principal amount thereof at the rate per annum at all times equal to
eleven and seven/eighths (11 7/8%). Interest shall be calculated on the basis
of a year of three hundred sixty (360) days and actual number of days elapsed
during the period for which such interest is payable. Interest shall begin to
accrue on the outstanding principal amount of the Loan on the date of
commencement of

<PAGE> 3

- 2 -

broadcast operations at the Station by the Borrower pursuant to Federal
Communications Commission ("FCC") authorization and the first payment of
interest to the Lender shall be due sixty (60) days thereafter at which time
all interest accrued shall become due and payable; thereafter, accrued interest
shall be paid monthly, on the same date as the principal payments are due
pursuant to Section 1.4 hereof. If any installment of principal or interest is
not paid when due, that installment shall bear interest at a rate per annum
equal to the lower of the highest rate permitted by law or eighteen percent
(18%) from the due date thereof until paid in full.

Section 1.4 Repayment of the Loan. One Hundred Twenty
(120) days after the commencement of broadcast operations at the Station by the
Borrower pursuant to Federal Communications Commission ("FCC") authorization,
the Borrower shall begin repayment to the lender of the loan in eighty-four
(84) consecutive equal monthly installments of principal and interest.
Notwithstanding anything to the contrary in the Loan Agreement, Promissory
Note, Security Agreement or Pledge Agreement, if the monthly time brokerage
payments payable to Borrower are not sufficient to allow Borrower to make
timely monthly payments of principal and interest under the Loan Agreement (as
well as pay the operating expenses of WRMY), Lender hereby agrees that (a) the
failure to make such payments (in the absence of any other event or
circumstance that constitutes an Event of Default under the Loan Agreement)
shall not constitute an Event of Default under the Loan Agreement and (b)
Lender shall make an additional payment to Borrower sufficient to allow
Borrower to pay those operating and debt expenses. Should Lender fail to make
such additional payment, the monthly Lender loan repayment of Borrower shall be
considered paid in full notwithstanding the amount of the shortfall.

Section 1.5 Use of Proceeds and Advancement of Funds.

(a) The proceeds of the Loans are to be used by Borrower
exclusively for the purpose of purchasing the Station and/or completing
construction of the Station pursuant to the Purchase Agreement or Construction
And Equipment Schedule attached hereto as Exhibit 2 and for working capital and
operating expenses.

(b) The Borrower agrees to furnish to the Lender such
information as the Lender may reasonably request in connection with the loans
including the submission of additional documentation involving invoices and
other requests for payment submitted to the Borrower.

Section 1.6 Information. The Borrower agrees to furnish
to the Lender such information as the Lender may reasonably request in
connection with the Loan or the Station.

<PAGE> 4

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Section 1.7 Prepayment. The Borrower may prepay the Note
in whole at any time, or from time to time in part, with accrued interest to
the date of prepayment on the amount prepaid, without penalty, provided that
each payment, other than for the full amount of the outstanding balance, shall
be in the amount of Twenty Five Thousand Dollars ($25,000.00) or an integral
multiple thereof. Each prepayment on the Note shall be applied to installments
of principal payable on the Note in the inverse order of maturity.

Section 1.8 Payment on Non-Business Days. Whenever any payment
to be made hereunder or under the Note shall become due on a Saturday,
Sunday or public holiday, such payment may be made on the next succeeding
business day, and such extension of time in such case shall be included in the
computation of interest hereunder and under the Note.

ARTICLE 2. CLOSING

Section 2.1 Closing Date. Closing of this transaction shall
occur on a date set by Lender upon five (5) days written notice to
Borrower, or such other date agreed upon by the parties hereto (the "Closing
Date").

ARTICLE 3. SECURITY

Section 3.1 Security Interest. As security for the Loan, the
Borrower shall execute and deliver to the Lender, on or before the Closing
Date, a security agreement in the form of Exhibit 3 hereto (the "Security
Agreement").

Section 3.2 Pledge Agreements. As further security for
the Loan, on or before the Closing Date, the Borrower shall deliver to the
Lender a pledge agreement in the form of Exhibit 4, duly executed by the
partners of Roberts Broadcasting Company of Raleigh-Durham, Ltd. (the
"Partners"), (the "Pledge Agreement").

Section 3.3 Leasehold Mortgages. At such time as the Borrower
enters into any lease, including any leases for the station's studio
and transmitter sites, it shall execute with respect to such lease a leasehold
mortgage in the form of Exhibit 5 (the "Leasehold Mortgage"), granting the
lender a lien on its leasehold interest under such lease. If requested by the
Lender, the Borrower shall also deliver to the lender in form and substance
satisfactory to the Lender with respect to any lease to which the Borrower
becomes a party (i) evidence of the filing of a memorandum of lease, (ii) an
executed estoppel certificate, (iii) an executed landlord's consent and waiver
and (iv) an alta mortgagee's policy of title insurance in customary form with
respect to such lease.

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Section 3.4 Mortgages. The Borrower shall execute a first
mortgage or deed of trust in favor of the Lender covering any real estate
acquired by Borrower in form and substance satisfactory to the Lender. If
requested by the Lender, the Borrower shall also deliver to the Lender an ALTA
mortgagee's policy of title insurance in customary form with respect to such
parcel.

ARTICLE 4. CONDITIONS OF LENDING

Section 4.1 Conditions Precedent to Loan Funds. The obligation
of the Lender to Loan the funds pursuant to Section 1.5 hereunder is
subject to the condition precedent that the Lender shall have received all of
the following, on or before the Closing Date, in form and substance
satisfactory to the Lender:

(a) The Note, duly executed and delivered by the Borrower;

(b) The Security Agreement, together with appropriate
UCC-1 forms, duly executed and delivered by the Borrower;

(d) Leasehold Mortgages to the extent applicable;

(e) Roberts Broadcasting Company of Raleigh-Durham, Ltd.'s
Certificate of Limited Partnership in the form of Exhibit 6 and the executed
Option Agreement in the form of Exhibit 6A;

(f) A certified copy of the resolutions of the Partners of
the Borrower evidencing approval of the execution, delivery and performance of
this Agreement, the Note and the Security Agreement and other matters
contemplated hereby;

(g) Certificates of Good Standing for the Borrower as of a
recent date prior to the Closing Date from the State of Delaware;

(h) A certificate of an officer of Borrower attaching the
executed Purchase Agreement and/or Construction And Equipment Schedule for the
Station and evidence of FAA approval for the Station's new tower;

(i) Copies of the certificates evidencing the insurance
required to be maintained by the Borrower pursuant to Section 6.1(e);

<PAGE> 6

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(j) Evidence of the filing of any memorandum of lease to the
extent required by Section 3.3;

(k) Executed estoppel certificates to the extent required by
Section 3.3;

(l) Executed landlord's consents and waivers to the extent
required by Section 3.3;

(m) Such documentation, as required by Section 1.5; and

(n) The executed Time Brokerage Agreement between the
Station and Paxson Communications of Raleigh-Durham-47, Inc. in the form of
Exhibit 7.

Section 4.2 Compliance. All of the representations and warranties
of the Borrower in this Agreement shall be true and accurate in all
material respects on and as of the Closing Date and the date of any subsequent
disbursement of any portion of the Loan, as if made on and as of such date and
time. The Borrower shall be in compliance with all of the applicable terms and
provisions of this Agreement and no Event of Default or any event which with
the lapse of any applicable grace period or the giving of notice or both would
constitute an Event of Default shall have occurred and be continuing. The
Borrower shall have performed all obligations and taken all actions to be
performed or taken by it hereunder on or prior to such date. On the Closing
Date, the Borrower shall deliver to the Lender a certificate, dated as of such
date and signed by an executive officer of the Borrower, certifying compliance
with the conditions of this Section 4.02. Each disbursement of all or a
portion of the Loan to the Borrower shall in and of itself, constitute a
representation and warranty that the Borrower as of the date of such Loan, is
in compliance with this Section and if the Borrower is not in compliance with
this Section, the Lender shall not be required to disburse such Loan to the
Borrower.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of the Borrower. In
order to induce the Lender to enter into this Agreement and make the Loan, the
Borrower represents and warrants as follows:

(a) Existence and Standing. The Borrower is a limited
partnership duly organized, validly existing and in good standing under
the laws of the State of Delaware and is qualified to do business and in good
standing under the laws of the State of North Carolina and any other
jurisdiction in which it conducts its business, and has all requisite power and
authority, corporate or otherwise, to conduct its business, to own its
properties and to execute

<PAGE> 7

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and deliver, and to perform all of its obligations under this Agreement, the
Note, any Leasehold Mortgage, the Security Agreement and all other documents
that have been or will be executed and delivered by the Borrower pursuant to
this Agreement.

(b) Authorizations, Compliance with Laws. The execution,
delivery and performance by the Borrower of this Agreement, the Note,
any Leasehold Mortgage, the Security Agreement and all other documents required
to be executed and delivered by the Borrower pursuant to this Agreement have
been duly authorized by all necessary partnership action and do not and will
not (i) violate (A) any provision of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award presently in effect having
applicability to the Borrower or (B) any provision of the Certificate of
Limited Partnership of the Borrower; or (ii) result in a breach of or
constitute a default under any agreement or instrument to which the Borrower is
a party or by which its properties may be affected; or (iii) result in the
creation of a lien, charge or encumbrance of any nature upon the Borrower's
properties or assets other than as contemplated by this Agreement.

(c) No Consent. No authorization, consent, approval,
license, exemption of or filing or registration with any court or
governmental department or agency, except for filing with the FCC, is or will
be necessary to the valid execution, delivery and performance by the Borrower
of this Agreement, the Note, any Leasehold Mortgage, the Security Agreement or
any other document required to be executed and delivered by the Borrower
pursuant to this Agreement.

(d) Binding Obligations. This Agreement, the Note, any
Leasehold Mortgage, the Security Agreement and all other documents
required to be executed and delivered by the Borrower pursuant to this
Agreement have been or will be executed and delivered by duly authorized
officers of the Borrower and constitute or will constitute, legal, valid and
binding obligations of the Borrower enforceable in accordance with their
respective terms.

(e) Litigation. There are no actions, suits or proceedings
pending, or, to the knowledge of the Borrower, threatened against
or affecting the Borrower or its properties before any court or governmental
department or agency which materially adversely affects the transactions
contemplated by this Agreement or which would have a material adverse effect on
the business, properties, operation or condition of the Borrower.

(f) No Default. The Borrower is not in default in the
performance, observance or fulfillment of any of the obligations or
conditions contained in any material agreement or instrument to which it is a
party, nor with respect to any order, judgment, writ, injunction or decree of
any court, governmental authority or arbitration board.

<PAGE> 8

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(g) Compliance with Laws. The Borrower has complied with
all applicable federal, state and local laws. All necessary licenses and
permits related to the Station have either been obtained and are currently
valid or have been applied for and are now being diligently pursued.

(h) Taxes. The Borrower has filed all tax returns and
reports (federal, state and local) required to be filed by it, and
has paid all taxes shown thereon, including interest and penalties, and all
assessments received by it (except to the extent that the same are being
contested in good faith by appropriate proceedings diligently prosecuted and as
to which adequate reserves have been set aside on the books of the Borrower in
conformity with generally accepted accounting principles).

(i) Title to Properties. The Borrower has good and
marketable title to all of its property and assets and valid and
enforceable leasehold interests in the property which it holds under lease, all
such property, assets and leasehold interests being free and clear of any and
all mortgages, deeds of trust, assignments, liens, security interests, charges
or encumbrances of any nature whatsoever, except for liens created hereby and
no mortgages, deeds of trust, financing statements or other evidences of
security interests covering all or any of the aforesaid property are on file
among the records of any public office, except those evidencing a security
interest in favor of the Lender.

(j) Material Misstatement. No statement made herein
or information, exhibit or report furnished by the Borrower to the
Lender in connection with this Agreement or its negotiation, contains any
material misstatement of fact or omits to state a material fact or any fact
necessary to make the foregoing not misleading.

ARTICLE 6. COVENANTS OF THE BORROWER

Section 6.1 Affirmative Covenants. So long as the Note shall
remain unpaid, the Borrower hereby covenants and agrees that it will,
unless the Lender shall otherwise consent in writing:

(a) Payment of Obligations. Pay punctually and
discharge when due: (i) all indebtedness heretofore or hereafter incurred;
(ii) all taxes, assessments and governmental charges or levies imposed upon it
or its income or profits, or upon any properties belonging to it; (iii) claims
or demands of materialmen, mechanics, carriers, warehousemen, landlords and
other like persons which, if unpaid might become a lien or charge upon the
property of the Borrower; provided that this covenant shall not require the
payment of any of the matters set forth in (i), (ii) and (iii) above if the
same shall be contested in good faith and by proper

<PAGE> 9

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proceedings diligently pursued and as to which adequate reserves have been set
aside on the books of the Borrower in accordance with generally accepted
accounting principles.

(b) Preservation of Partnership Existence. Preserve and
maintain its partnership existence, rights, franchises and privileges in
the jurisdiction of its creation and act in full compliance with
its Certificate of Limited Partnership.

(c) Maintenance of Properties. Maintain and preserve
all of its properties necessary or useful in the proper conduct of its
business in good working order and condition, ordinary wear and tear excepted.

(d) Compliance with Laws. Comply in all material
respects with the requirements of all applicable laws, rules, regulations and
orders of any governmental authority.

(e) Maintenance of Insurance. Maintain with responsible
and reputable insurance companies policies on all of its properties
and covering such risks, including public liability and workers' compensation,
in such amounts as are usually carried by companies engaged in similar
businesses and owning similar properties as the Borrower, and promptly upon
execution thereof provide to the Lender copies of all such policies and any
riders or amendments thereto. The policies of insurance required hereunder
shall name the Lender as an additional loss payee or additional insured, as
applicable, and shall provide that the Lender shall receive at least thirty
(30) days' written notice prior to the cancellation, termination or alteration
of any such policy.

(f) Operations in Ordinary Course. Continue to operate its
business in the ordinary course.

(g) Perfection of Liens. Do all things requested
by the Lender to preserve and perfect the liens and security interests of the
Lender arising pursuant to the Security Agreement, the Pledge Agreements, any
Leasehold Mortgage or any other agreement required hereunder as first liens and
security interests.

(h) FCC Approval. If counsel to the Lender reasonably
determines that the consent of the FCC is required in connection
with the execution, delivery and performance of this Agreement, the Pledge
Agreements, the Security Agreement or any other document delivered to the
Lender in connection herewith or therewith or as a result of any action which
may be taken pursuant hereto or thereto, then the Borrower, at its sole cost
and expense, agrees to use its best efforts to secure such consent and to
cooperate with the Lender in any action commenced by the Lender to secure such
consent.

<PAGE> 10

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Section 6.2 Negative Covenants. So long as the Note shall remain
unpaid and the Agreement shall not have been terminated, the Borrower hereby
covenants that it will not, without the Lender's prior written approval:

(a) Indebtedness. Create or incur, assume or suffer
to exist any indebtedness, obligation or liability, whether matured or
unmatured, liquidated or unliquidated, direct or contingent, joint or several,
except for: (i) indebtedness evidenced by the Note; and (ii) indebtedness
(other than for borrowed money) incurred in the ordinary course of business not
to exceed Twenty Five Thousand Dollars ($25,000.00) in the aggregate at any one
time.

(b) Liens. Create, assume or suffer to exist, directly
or indirectly, any security interest, mortgage, deed of trust, pledge,
lien, charge or other encumbrance, of any nature whatsoever upon any of its
properties or assets, now owned or hereafter as acquired, excluding, however,
from the operation of this covenant:

(i) any security interest or lien created pursuant
to this Agreement;

(ii) liens for taxes or assessments either not
delinquent or the validity of which are being contested in good faith by
appropriate legal or administrative proceedings and as to which adequate
reserves shall have been set aside on its books, in conformity with generally
accepted accounting principles;

(iii) materialmen's, mechanics', carriers', workmen's,
repairmen's, warehousemen's or other like liens arising in the ordinary course
of business and either not yet due and payable or being contested in good faith
by appropriate legal proceedings and as to which adequate reserves shall have
been set aside on its books, in conformity with generally accepted accounting
principles;

(iv) deposits or pledges to secure payment of
workers' compensation, unemployment insurance or other social security
benefits or obligations;

(v) any judgment lien, unless the judgment it
secures shall not, within thirty (30) days after the entry thereof, have been
discharged, vacated, reversed, or execution thereof stayed pending appeal, or
shall not have been discharged, vacated or reversed within thirty (30) days
after the expiration of any such stay; or

(vi) the Subordinated Liens.

<PAGE> 11

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(c) Disposition of Assets. Sell, transfer, lease or
otherwise dispose of all or any material part of its assets other than in
the ordinary course of business and in exchange for collateral of like value in
which the Lender shall have a security interest.

(d) Merger. Enter into any consolidation or merger with,
or into any acquisition of all or substantially all of the properties or
assets of any person or entity.

(e) Transfer or Issuance of Interests. Permit the issuance
or transfer of any partnership interests in the Borrower, or any options or
other rights to purchase partnership interests in the Borrower.

(f) Change of Business. Change, in any material respect,
the nature or character of its business as intended, or engage in any
activity not reasonably related to such business.

(g) Remove Assets. Remove any of the assets procured with
the proceeds of the borrowings provided for herein, or any replacements for
such assets, to a county in which no financing statement on Form UCC-1 has been
filed by the Lender with respect to such assets.

(i) Transactions with Affiliates. Enter into any
transaction or agreement with any affiliate of the Borrower (other than the
Lender).

(j) Contracts. Enter into any contract or commitment
relating to its stock or assets except for contracts involving
aggregate payments of less than Five Thousand Dollars ($5,000.00) and contracts
which can be terminated without penalty on thirty (30) days' notice or less, or
amend or terminate any material contract (or waive any substantial right
thereunder), or incur any obligation (including obligations relating to the
borrowing of money or guarantee of indebtedness).

(k) Adverse Change. Suffer any material adverse change
in the business, assets, properties, prospects or condition (financial
or otherwise) of the Borrower or the Station, or any damage, destruction or
loss affecting any assets used or useful in the conduct of the business of the
Borrower.

<PAGE> 12

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(l) Employee Compensation. Suffer any material
increase in excess of the reasonable range in the broadcast industry in the
same or similar markets in compensation payable or to become payable to any
employees, or any bonus payment made or promised to any employee, or any
material change in personnel policies, insurance benefits or other compensation
arrangements affecting any employees, provided that nothing in this clause
shall be construed to limit or restrict the commission compensation of
employees who may be selling brokered time for the Borrower.

(m) Cancellation of Debts. Cancel any debts owed or claims
held by the Borrower.

(n) Write-Down. Suffer any significant write-down of the
value of any assets or any significant write-off as uncollectible of any
accounts receivable without the prior written consent of the Lender.

(o) Rights. Transfer or grant any right under,
or enter into any settlement regarding the breach or infringement of, any
license, patent, copyright, trademark, service mark, trade name, franchise, or
similar right, or modify any existing right relating to the Borrower.

(p) Construction Schedule. Make any material changes in
or departures from the Construction And Equipment Schedule for the
Station.

(q) Time Brokerage Agreement. Terminate, amend or waive
any provision of the Station's Time Brokerage Agreement.

(r) Programming. Make any changes in the Station's
programming except for changes in the Station's non-entertainment,
public affairs programming of less than ten percent (10%) of the weekly hours
between 6 a.m. and midnight.

Section 6.3 Reporting Requirements. So long as the Note shall
remain unpaid and the Agreement shall not have been terminated, the
Borrower shall, unless the Lender shall otherwise consent in writing, furnish
to the Lender:

(a) Default Certificate. As soon as possible and
in any event within five (5) business days after the occurrence of each Event
of Default (as defined in Section 7.1) of which the Borrower has knowledge, the
statement of the chief financial officer of the Borrower setting forth details
of such Event of Default and the action which the Borrower proposes to take
with respect thereto.

<PAGE> 13

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(b) Financial Statements. Beginning with the making of
the initial Loan disbursement, quarterly financial statements within
thirty (30) days after the end of each fiscal quarter; within ninety (90) days
after the end of each fiscal year of the Borrower, a copy of the audited
financial statements for such year for the Borrower, including therein a
balance sheet of the Borrower as of the end of such fiscal year, statements of
income and expense of the Borrower for such fiscal year, and a statement of
cash flow of the Borrower for such fiscal year, in each case prepared by an
independent public accountant of recognized standing acceptable to the Lender,
except that the Lender may waive the audit requirement and accept a review of
the Borrower's financial records.

(c) Notice of Litigation. Promptly give written notice
of all actions, suits and proceedings before any court or governmental
agency, domestic or foreign, which may be commenced or threatened against the
Borrower in which the claim involved is Five Thousand Dollars ($5,000.00) or
more and of any other matter of the type described in Section 5.1(e).

(d) Budget. An annual budget to the Lender to be reviewed
semi-annually. Such budgets shall cover all operating expenses and
capital expenditures for the Station and must be satisfactory to Lender.

(e) Other Information. Such other information respecting
the business, properties, operations or the condition, financial or
otherwise, of the Borrower as the Lender may from time to time reasonably
request.

ARTICLE 7. EVENTS OF DEFAULT

SECTION 7.1 Events of Default. Under this Agreement, an Event of
Default shall be any of the following:

(a) The Borrower shall fail to pay any installment of
principal or interest on the note, or any other obligation to
the Lender when due whether at the due date thereof or by acceleration or
otherwise, and such default shall remain unremedied for a period of five (5)
days after the due date thereof; or

(b) The security interest or lien of the Lender
in any material portion of the collateral covered by the Security Agreement,
Pledge Agreement or any Leasehold Mortgage shall at any time not constitute a
legal, valid and enforceable security interest or lien; or

(c) Any representation or warranty made by the Borrower
(or any of its Partners) herein, in the Security Agreement or in any
certificate, agreement, instrument or

<PAGE> 14

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statement contemplated by or made or delivered pursuant to or in connection
with this Agreement, the Note, any Leasehold Mortgage or the Security
Agreement, its Certificate of Limited Partnership or by the Partners in the
Pledge Agreement shall prove to have been incorrect in any material respect
when made; or

(d) The Borrower shall fail to perform or observe
any other term, covenant or agreement contained in this Agreement, the Note,
the Security Agreement, any Leasehold Mortgage, its Certificate of Limited
Partnership or the Partners shall fail to perform or observe any term, covenant
or agreement contained in the Pledge Agreement, and any such failure remains
unremedied for thirty (30) days after written notice thereof shall have been
given to the Borrower by the Lender; or

(e) The Borrower or its partners shall fail to
pay any indebtedness for borrowed money owing by the Borrower or its partners
or any interest or premium thereon, when due, whether such indebtedness shall
become due by scheduled maturity, by required prepayment, by acceleration, by
demand or otherwise, or the Borrower or its partners shall fail to perform any
term, covenant or agreement under any agreement or instrument evidencing or
securing or relating to any such indebtedness owing by the Borrower or its
partners if the effect of such failure is to accelerate, or to permit the
holder of such indebtedness to accelerate the maturity of such indebtedness; or

(f) The Borrower shall expend the proceeds of the
Loan for any purpose other than as set forth in Section 1.5 hereof, without the
prior written consent of the Lender, which may be withheld in the Lender's sole
discretion; or

(g) The Borrower shall (i) fail to pay its debts as
they mature in the ordinary course of business; (ii) file a petition
commencing a voluntary case concerning it under any Chapter of Title 11 of the
United States Code entitled "Bankruptcy"; or (iii) the Borrower shall apply for
or consent to the appointment of any receiver, trustee, custodian or similar
officer for it or for all or any substantial part of its property; or (iv) such
receiver, trustee, custodian or similar officer shall be appointed without the
application or consent of the Borrower and such appointment shall continue
undischarged for a period of thirty (30) days; or (v) an involuntary case is
commenced against the Borrower under any Chapter of the aforementioned Title 11
and an order for relief under such Title 11 is entered or the petition
commencing the case is controverted but is not dismissed within thirty (30)
days after the commencement of the case; or (vi) the Borrower shall institute
(by petition, application, answer, consent or otherwise) any bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, dissolution,
liquidation or similar proceeding relating to it under the laws of any
jurisdiction; or (vii) any such proceeding shall be instituted against the
Borrower and shall remain

<PAGE> 15

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undismissed for a period of thirty (30) days; or (viii) the Borrower shall take
any action for the purpose of effectuating the foregoing; or

(h) Any court, government, or government agency shall
condemn, seize or otherwise appropriate or take custody or control of all
or a substantial portion of the property or assets of the Borrower; or

(i) There shall be a cancellation, denial or revocation
of any material broadcast license for the Station, the Borrower shall
be finally denied renewal of any such license, or any such license shall
be renewed on terms that materially adversely affect the economic or commercial
value or usefulness thereof; or

(j) Any event constituting an Event of Default
under Section 6.1(i) shall occur.

Section 7.2 Effect of Event of Default. Should any Event
of Default occur, the Lender may at its option by written notice to the
Borrower declare the entire unpaid principal amount of the Note, together with
all unpaid interest and all other amounts payable under this Agreement and
every other obligation of the Borrower to the Lender, immediately due and
payable, whereupon the Note and all such obligations shall become and be
forthwith due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower, anything
contained herein or in the Note or in such other note or evidence of
indebtedness to the contrary notwithstanding; provided, however, that in case
of an Event of Default under Section 7.1(g), all the obligations of the
Borrower under this Agreement and the Note shall become immediately due and
payable as of the date of any such Event of Default regardless of the cause of
such Event of Default and without any notice to the Borrower required from the
Lender. The Lender shall have, in addition to all other rights and remedies
allowed by law, the rights and remedies of a secured party under the Uniform
Commercial Code as in effect in the State of Florida and, without limiting the
generality of the foregoing, the rights and remedies provided for in the
Security Agreement, Pledge Agreements, and any Leasehold Mortgage, which
provisions are hereby incorporated by reference.

ARTICLE 8. MISCELLANEOUS

Section 8.1 No Waiver; Cumulative Remedies. No failure
or delay on the part of the Lender in exercising any right, power or remedy
hereunder shall operate as a waiver, nor shall any single or partial exercise
of any such right, power or remedy hereunder. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

<PAGE> 16

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Section 8.2 Amendments. No amendment, modification, termination
or waiver of any provision of this Agreement, the Note, the Security
Agreement, the Escrow Agreement or any Leasehold Mortgage, nor consent
to any departure by the Borrower therefrom, shall in any event be effective
unless in writing, signed by the Lender and then only in the specific instance
and for the specific purpose for which given. No notice to or demand on the
Borrower in any case shall entitle it to any other or further notice or demand
in similar or other circumstances.

Section 8.3 Conflicts. In the event of any conflict or
inconsistency between any provision of this Agreement and a provision of the
Note, the Security Agreement or any Leasehold Mortgage, the provisions of this
Agreement shall control.

Section 8.4 Address for Notices. All notices and other
communications under this Agreement shall be in writing and shall be served by
personal service or by mailing a copy thereof by registered or certified mail,
return receipt requested, to the applicable party at the addresses indicated
below:

If to the Borrower:

Roberts Broadcasting Company of Raleigh-Durham, L.P.
1408 N. Kings Highway
Suite 300
St. Louis, Missouri 63113

If to the Lender:

Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, FL 33401

or at such other address as may be designated by either party in a written
notice to the other complying as to delivery with the terms of this Section.
All such notices and other communications shall be effective on the date of
personal delivery or the date set forth on the return receipt.

Section 8.5 Expenses. The Lender shall pay any and all
taxes and fees payable or determined to be payable in connection with the
execution, delivery and recordation of any instruments and documents to be
delivered hereunder. In addition, Lender agrees to pay (i) the costs and
expenses in connection with the negotiation, preparation and execution of the
Loan Agreement, the Note, the Security Agreement, the Pledge Agreement and all
other

<PAGE> 17

- 16 -

documents and instruments to be delivered hereunder (collectively, the "Loan
Documents"); (ii) the fees, expenses and disbursements of counsel in connection
with the negotiation, preparation, execution and administration of the Loan
Documents and the loan and any consents, amendments, waivers or other
modifications hereto or thereto; and (iii) all the costs and expenses of
creating and perfecting liens in favor of Lender pursuant to any loan document.

Section 8.6 Binding Effect; Assignment. This Agreement
shall become effective when executed and thereafter shall be binding upon and
inure to the benefit of the Borrower, the Lender and their respective
successors and assigns, except that the Borrower shall not have the right to
assign any rights or obligations hereunder without the prior written consent of
the Lender. The Lender shall be permitted to assign any of its rights,
interest and obligations hereunder, whereupon the Lender shall be released from
performing all obligations so assigned which arise after the effective date of
such assignment.

Section 8.7 Governing Law. This Agreement, the Note, the
Security Agreement and related documents shall be governed by, and construed in
accordance with, the laws of the State of Florida with the exception of its
conflicts of laws provisions; provided that the effect of any recordation shall
be determined by the State thereof. The Borrower hereby irrevocably submits to
the jurisdiction of the state and federal district courts for the district
including Palm Beach, Florida for the purposes of any action or proceeding
arising out of or relating to this Agreement or the subject matter hereof or
thereof; waives and agrees not to assert, by way of motion, as a defense or
otherwise, in any such action or proceeding, any claim that (A) it is not
personally subject to the jurisdiction of such courts, (B) the action or
proceeding is brought in an inconvenient forum or (C) the venue of the action
or proceeding is improper; and agrees that, notwithstanding any right or
privilege it may possess at any time, the Borrower and its property are and
shall be generally subject to suit on account of the obligations assumed by it
hereunder.

The Borrower agrees that service in person or by certified or
registered U.S. mail to its address set forth in Section 8.04 shall constitute
valid in personam service upon the Borrower and its successors and assigns in
any action or proceeding with respect to any matter as to which it has
submitted to jurisdiction hereunder.

Notwithstanding the foregoing, the Lender may at its option
bring any action or other proceeding arising out of or relating to this
Agreement or the subject matter hereof or thereof against the Borrower or any
of its assets in the courts of any jurisdiction or place where the Borrower or
such assets may be found or where the Borrower may be subject to personal
jurisdiction, and may effect service of process as provided under any
applicable Governmental Rule.

<PAGE> 18

- 17 -

The obligations of the Borrower under this Section shall
survive any termination of this Agreement.

Section 8.8 Severability of Provisions. Any provision of
this Agreement, the Note, the Security Agreement, or any Leasehold Mortgage
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions or affecting the
validity or enforceability of any provisions in any other jurisdiction.

Section 8.9 Headings. Article and Section headings in
this Agreement are including for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

Section 8.10 Rights Affected by Extensions. The rights of
the Lender and its assigns shall not be impaired by any indulgence, release,
renewal, extension or modification which the Lender may grant with respect to
the indebtedness or any part thereof, or with respect to the collateral or with
respect to any endorser, guarantor, or surety without notice or consent of the
Borrower or any endorser, guarantee, or surety.

Section 8.11 Survival of Representations and Warranties.
All representations and warranties made in this Agreement and in any documents
or certificates delivered pursuant hereto or thereto shall survive the
execution and delivery of this Agreement and the Note and the making of the
Loan hereunder and continue in full force and effect, as of the respective
dates as of which they were made, until all of the obligations of the Borrower
to the Lender hereunder have been paid in full.

Section 8.12 Attorneys' Fees. If any litigation arises between
the parties in connection with the transactions contemplated by this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees in addition to all other damages and remedies.

Section 8.13 Further Assurances. From time to time, the
Borrower shall execute and deliver to the Lender such additional documents as
the Lender may reasonably require to carry out the purposes of this Agreement
or any of the documents entered into in connection herewith, or to preserve and
protect the rights of the Lender hereunder or thereunder.

Section 8.14 Indemnification. The Borrower hereby
indemnifies and holds harmless the Lender and its directors, officers,
shareholders, employees, agents, counsel, subsidiaries and affiliates (the
"Indemnified Persons") from and against any and all losses, liabilities,
obligations, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against any

<PAGE> 19

- 18 -

Indemnified Person in any way relating to or arising out of this Agreement, the
documents entered into in connection herewith, or any of them or any of the
transactions contemplated hereby or thereby; provided, however, that the
Borrower shall not be liable to any Indemnified Person, if there is a judicial
determination that such losses, liabilities, obligations, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely
from the gross negligence or willful misconduct of such Indemnified Person.

Section 8.15 Counterparts. This agreement may be executed
in any number of counterparts, and by each of the parties on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all of which shall constitute but one and the same instrument.

Section 8.16 Severability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

Section 8.17 Waiver. EACH OF LENDER AND BORROWER HEREBY
AGREES TO WAIVE ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS,
OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY
OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, REPLACEMENTS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE
LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOAN.

Section 8.18 Maximum Interest. Lender and Borrower intend
that this Agreement and the other Loan Documents conform to all applicable
usury laws. Accordingly, no provisions of the Loan Documents shall require the
payment or permit the collection of interest in excess of the maximum rate
permitted by applicable law ("Maximum Rate"), or obligate Borrower to pay any
taxes, assessments, charges, insurance premiums or other amounts which are held
to constitute interest to the extent that such payments, when added to the
other obligations under the Loan Documents, would be held to constitute
contracting for, or the payment by Borrower of, interest at a rate greater than
the Maximum Rate. Lender and Borrower further agree that:

<PAGE> 20

- 19 -

(i) if any excess of interest in
such respect is herein or in any such other instrument provided for, or shall
be adjudicated to be so provided for herein or in any such instrument, the
provisions of this subsection 8.16 shall govern, and neither Borrower nor its
successors or assigns shall be obligated to pay the amount of such interest to
the extent it is in excess of the Maximum Rate;

(ii) if at any time the amount of
interest under any of the Loan Documents for a calendar year exceeds the
Maximum Rate had the Maximum Rate at all times been in effect, the interest
chargeable under any such Loan Document shall be limited to the amount of
interest that could have been charged if the Maximum Rate had at all times been
in effect, but any subsequent reductions in the interest due shall not reduce
the rate of interest chargeable under any such Loan Document below the Maximum
Rate until the total amount of interest accrued under any such Loan Document
equals the amount of interest that would have accrued if the interest provided
for in any such Loan Document had at all times been in effect and collectible;

(iii) if the maturity of any Loan
Document is accelerated for any reason, or in the event of any prepayment by
Borrower, or in any other event, earned interest may never include more than
the Maximum Rate, computed from the date of disbursement of the funds evidenced
by such Loan Document until payment, and any interest otherwise payable under
such Loan Document that is in excess of the Maximum Rate shall be canceled
automatically as of such acceleration or such other event and (if theretofore
paid) shall be credited against principal;

(iv) if it should be held that
any interest payable or chargeable under any Loan Document is in excess of the
Maximum Rate, the interest payable or chargeable under such Loan Document shall
be reduced to the maximum amount permitted by applicable federal or state law,
whichever shall permit the higher lawful interest, as construed by courts
having jurisdiction thereof; and

(v) the spreading, prorating and
amortizing of interest over the term of the Loan Documents shall be allowed to
the fullest extent permitted by applicable law.

<PAGE> 21

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized officers, as of
the date first above written.

WITNESS: ROBERTS BROADCASTING COMPANY OF
RALEIGH-DURHAM, L.P.

By: Roberts Broadcasting L.L.C., as
general partner

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

WITNESS: PAXSON COMMUNICATIONS
CORPORATION

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

<PAGE> 1

EXHIBIT 10.78

<PAGE> 2
EXHIBIT 10.78

November 14, 1995

Ray Yorke
Offshore Broadcasting Corp.
449 Barlow's Landing Road
Pocassett, Massachusetts 02559

Dear Mr. Yorke:

Paxson Communications Corporation ("Buyer"), or its assign whose performance
will be guaranteed by Paxson, hereby proposes to purchase fifty (50%) per cent
of the common voting stock (the "Buyer's Stock") of ["NEWCO"] and to loan up to
$1.5 Million to Newco provided that Offshore Broadcasting Corporation
("Offshore") will contribute to Newco, in exchange for the remaining 50% of the
common voting stock of Newco, all of the assets, including real property,
accounts receivable, tangible and intangible personal or mixed properties (the
"Assets"), used or useful in the operation of Television Station WOST-TV, Block
Island, R.I. (the "Station") licensed to Offshore, free and clear of all debts,
liens, encumbrances or other liabilities, subject to the following terms and
conditions:

1. At the closing (the "Closing") to be held on a date set by Buyer within
ten (10) business days after the consent of the Federal Communications
Commission ("FCC") to the transfer of the broadcast licenses for the
Station (and any auxiliary licenses) from Offshore to Newco has become a
final order no longer subject to judicial or administrative review
(subject to waiver of such final order requirement in the sole discretion
of Buyer), Newco will issue 50% of its common voting stock to Buyer and
the other 50% to Offshore in accordance with the provisions of a
definitive Stock Purchase Agreement as described in Paragraph 2 below (the
"Purchase Agreement").

2. The Purchase Agreement shall, among other terms customary in transactions
of this nature, include the following terms:

<PAGE> 3

Ray Yorke
November 14, 1995
Page 2
- -------------------------------------------------------------------------------

(a) The purchase price for the Buyer's Stock shall be ONE MILLION DOLLARS
($1,000,000) payable in cash at Closing and Offshore shall contribute
the Assets in exchange for its 50% common voting stock interest.

(b) The obligations of the parties to consummate the proposed
transaction shall be subject to receipt of any required consents or
authorizations and other conditions usual and customary in
transactions of this nature; including, but not limited to, all
governmental permits necessary for the relocation and construction of
the Station's transmission tower on the mainland at a mutually
acceptable site utilizing a mutually acceptable design structure. At
the Closing, Buyer and Newco shall enter into a Loan Agreement that
will make available to Newco up to $1.5 million for the limited
purpose of constructing and operating the Station from the new site.
The Loan shall carry an annual interest rate of 11 7/8% and such
interest shall not accrue until 120 days after the Station commences
its operations from the new site. Newco shall have the option to
secure the other sources of debt at more favorable rates if available.
Payments of interest only shall be made monthly thereafter for twelve
(12) months with principal and interest payment to be made for the
next sixty (60) months.

(c) Representations, warranties and covenants shall be set forth
relating to the Buyer's Stock that are usual and customary in
transactions of this nature and which shall survive the Closing for
eighteen (18) months.

(d) Buyer or Offshore may terminate the Purchase Agreement
without penalty or liability (except in the event of a default of a
party) if for any reason the Closing thereunder has not taken place
within eighteen (18) months from its execution.

(e) Buyer shall not be obligated to consummate the Purchase
Agreement if there is a material adverse change in the Station's
tangible properties during the period from the date of the Purchase
Agreement until Closing.

(f) Newco shall pay all federal, state and local sales or transfer taxes
arising from the conveyance of the Assets to Newco and the Buyer's
Stock to Buyer, as well as expenses associated with the
development of the antenna site.

(g) At the Closing, Buyer and Offshore shall execute a Shareholders
Agreement with/regarding to Newco which shall, among other
matters, require mutual agreement on all capital and operating
budgets, salaries and contracts over $500.00. In addition, all checks
over $200 will require two (2) signatures, one
<PAGE> 4

Ray Yorke
November 14, 1995
Page 3
- -------------------------------------------------------------------------------

(1) of which shall be a Paxson representative and each party will have
a right of first refusal to the other's common voting stock.

3. Buyer shall deposit with First Union National Bank, the sum
of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) upon execution of the
Purchase Agreement, (the "Deposit") pursuant to an Escrow Deposit
Agreement, among the parties. In the event that the Buyer wrongfully
fails to close and Offshore has fully complied with the terms of the
Purchase Agreement, then only in that event Buyer shall forfeit the
Deposit to Offshore as liquidated damages and as the exclusive remedy
of Offshore against Buyer.

4. The parties shall in good faith endeavor to prepare and negotiate a
Purchase Agreement acceptable to each party in its discretion, to be
executed by Offshore and Buyer no later than November 30, 1995. If
the Purchase Agreement is not executed by November 30, 1995, then the
terms of this letter shall expire without any liability to either
Offshore or Buyer.

5. Following the execution of the Purchase Agreement and prior to the
Closing, Buyer agrees to loan Offshore up to a maximum of Six Thousand
Dollars ($6,000) per month to cover the operating costs of the Station
and for no other purpose. In exchange for these funds, Offshore agrees
to broadcast some programming on the Station as mutually agreed upon
with Buyer.

6. From the date of its execution of this letter until the sooner of
(i) the execution of a Purchase Agreement or (ii) the termination of
the obligations of the parties hereunder, Offshore shall not seek,
transfer, convey or otherwise dispose of, with or without
consideration, any assets used or useful in or relating to the Station
other than in the ordinary course of business or any common voting
stock in Newco.

7. Buyer shall be afforded, from and after the date hereof,
reasonable opportunity to inspect the Station and the books and
records of the Offshore. Until such a time as a Purchase Agreement may
be executed which shall supersede this letter, this proposal is
contingent upon and subject to proper confirmation and verification by
Buyer of the financial and other information made available to Buyer by
the Offshore, review of further financial or other information relating
to the purchase of the Assets and operation of the Station as may be
requested by Buyer, and inspection of the assets and technical
facilities of the Station, all to the satisfaction of Buyer in its sole
discretion. Finally, by the date set forth in Paragraph 4 above for
the execution of the Purchase Agreement, Offshore shall supply to Buyer
the information called for on Attachment I hereto relating to the
Station.

<PAGE> 5

Ray Yorke
November 14, 1995
Page 4
- -------------------------------------------------------------------------------

8. Buyer and Offshore each agree that it will use its best efforts to
keep confidential (except for disclosure requirements of federal or
state securities laws and securities markets along with such disclosure
to attorneys, bankers, underwriters investors, etc. as may be
appropriate in the furtherance of this transaction) all information of a
confidential nature obtained by it from the other (including the terms
of this proposal and the identity of Buyer) in connection with the
transactions contemplated by this letter, and in the event that such
transactions are not consummated, will return to the other all documents
and other materials obtained from the other in connection therewith.

9. Buyer and Offshore shall jointly prepare and determine the timing
of, any press release, or other announcement to the public or the news
media relating to the execution of this letter. No party hereto will
issue any press release or make any other public announcement relating
to the transactions contemplated by this letter without the prior
consent of each other party hereto, except that any party may make any
disclosure required to be made by it under applicable law (including
federal or state securities laws and the regulations of securities
markets) if it determines in good faith that it is appropriate to do so
and gives prior notice to each other party hereto.

10. From the proceeds of the sale, Newco shall satisfy its obligations
for a brokerage commission due and payable to Media Venture Partners.

11. Offshore agrees that until December 31, 1995, or earlier if the
parties mutually determine that they are unable to enter into the
Purchase Agreement, it shall not offer or seek to offer, or entertain or
discuss any offer, to sell the Station or Buyer's Stock, nor shall
it permit its owners to offer, to seek to offer, or entertain or
discuss any offer to sell, any interest in the Station or Buyer's
Stock to third parties.

12. Except for paragraphs 4, 5, 6, 7, 8, 9, 10 and Paragraph 11 which
shall be legally binding in accordance with their respective terms,
neither this letter nor the acceptance hereof is intended to, and nor
shall it create a binding legal obligation, and the understanding set
forth herein is subject to the execution of the Purchase Agreement.

13. Buyer may assign its rights and obligations under this letter to
another entity, whose performance will be guaranteed by Paxson
Communications Corporation. Such affiliated entity shall be the
signatory to the Purchase Agreement.

14. This proposal shall expire at 5:00 P.M., Eastern Standard Time on
November 20, 1995, unless earlier accepted by Offshore. Acceptance by
Offshore shall be

<PAGE> 6

Ray Yorke
November 14, 1995
Page 5
- -------------------------------------------------------------------------------

evidenced by the signatures of the president of Offshore on this Letter
of Intent provided to Buyer prior to 5:00 P.M., November 20, 1995.

Please indicate your acceptance of the terms and conditions of this proposal by
signing in the space provided below.

PAXSON COMMUNICATIONS CORPORATION

By: /s/ William L. Watson
-------------------------------

Its: Secretary
-------------------------------

OFFSHORE BROADCASTING CORPORATION

By: /s/ Ray Yorke
--------------------------------

Its: President
------------------------------

<PAGE> 7

ATTACHMENT I

INFORMATION RELATING TO STATION WOST-TV

1. Inventory of Station's personal property

2. Real property description and leasehold interests of the Station
along with copies of all leases and existing title policies

3. Licenses and governmental authorizations

4. Copies of contracts to which the Station is a party and that are to
be assumed by Buyer following Closing

5. Intangible assets of the Station

6. Insurance policies on Station property and operations

7. List of employees indicating: name; title; salary; date of hire;
and date and amount of last salary increase. Copies of all
employee benefit plans

8. Station financial statements for 1993, 1994 and 1995 year to date

9. Station property excluded from sale

10. Cable systems currently carrying the Station

11. Litigation and other administrative proceedings to which the
Station is a party

<PAGE> 1

EXHIBIT 10.79
<PAGE> 2

EXHIBIT 10.79
February 22, 1996

Michael V. Roberts
Chairman and CEO
Roberts Broadcasting Company
1408 North Kings Highway, Suite 300
St. Louis, Missouri 63113

Dear Mr. Roberts:

Paxson Communications Corporation, through an affiliated entity to be formed
("Paxson"), hereby proposes to become a Member with a fifty percent (50%)
equity interest in Roberts Broadcasting of Salt Lake City, L.L.C., a Delaware
limited liability company ("Roberts L.L.C." or the "Company"). Roberts
Broadcasting Company of Utah, a Delaware corporation ("Roberts Utah"), shall
become the other Member of Roberts L.L.C., and shall hold the remaining fifty
percent (50%) equity interest in Roberts L.L.C. Roberts Utah intends to
purchase the Federal Communications Commission ("FCC")-issued construction
permit (the "Permit") for unbuilt television station KZAR-TV on Channel 16 at
Provo, Utah (the "Station"), from Royal Television of Utah, Inc. ("Seller")
pursuant to an Asset Purchase Agreement, dated as of September 5, 1995, by and
between Roberts Utah and Seller (the "Purchase Agreement"). Paxson will
participate in this endeavor pursuant to the following terms and conditions:

1. The Operating Agreement of Roberts L.L.C. (the "Operating Agreement")
shall conform with the provisions of the Delaware Limited Liability
Company Act, and among other terms customary in agreements of this
nature, shall include the following terms:

(a) The purpose of Roberts L.L.C. shall be (a) to construct,
maintain, operate, promote, sell, dispose and otherwise
develop the Station, and (b) to do all other lawful things
necessary, appropriate, or advisable in connection with these
purposes.
<PAGE> 3

Michael V. Roberts
Roberts Broadcasting Company
February 22, 1996
Page 2

(b) Roberts L.L.C. shall be empowered to do all lawful acts and
things necessary, appropriate, proper, advisable, incidental
to, or convenient for the furtherance and accomplishment of
its purposes

(c) Paxson shall make a capital contribution of Eight Hundred
Fifty Thousand Dollars ($850,000) to Roberts L.L.C.(the
"Payment"), which shall be used to finance the purchase of the
Permit from Roberts Utah for $850,000.

(d) Paxson shall make a loan to Roberts L.L.C. of Two Million Nine
Hundred and Three Thousand Dollars ($2,903,000) (the "Loan"),
which shall be evidenced by a Loan Agreement as well as a
Promissory Note and appropriate security documents to be
agreed upon by the parties. The Loan shall be used exclusively
for construction-related costs for the Station. In addition,
Paxson shall make a loan to Roberts L.L.C. of Two Hundred
Seventy Five Thousand Dollars ($275,000) for the acquisition
of a television site on No- Name Mountain in New Mexico.

(e) Roberts Utah shall make a capital contribution of the Permit
to Roberts L.L.C., shall undertake the construction of the
Station's facilities and shall manage the Station following
completion of construction and receipt of all governmental
authorizations.

(f) Subject to certain defined limitations, the Members shall
conduct the activities and affairs of Roberts L.L.C. through a
Management Committee. The Management Committee shall have full
and complete charge of all affairs of Roberts L.L.C.

(g) The Management Committee shall be composed of two Managers,
with one appointed by Paxson and the other appointed by
Roberts Utah. Any action taken by the Management Committee on
behalf of Roberts L.L.C. shall be taken by simple majority
vote.

(h) Among other limitations, the Management Committee may not,
without the consent of the Members, cause Roberts L.L.C. to
sell or otherwise dispose of, or agree to sell or otherwise
dispose of, all or substantially all of the assets of Roberts
L.L.C., except at a liquidation sale upon dissolution of the
Company in accordance with the Operating Agreement.

(i) Members may lend additional funds to Roberts L.L.C. on terms
and conditions to be agreed by Management Committee.
<PAGE> 4

Michael V. Roberts
Roberts Broadcasting Company
February 22, 1996
Page 3

(j) Roberts L.L.C. shall pay all costs and expenses related to
Roberts L.L.C.'s business, including financing costs and
related expenses, all costs of construction of the Station and
improvements on Roberts's L.L.C.'s property or leaseholds,
management, leasing, and loan placement fees, and operating
expenses.

(k) Roberts Utah shall be designated the "Tax Matters Partner" in
accordance with Section 6231(a)(7) of the Internal Revenue
Code of 1986 as amended.

(l) The principal office of Roberts L.L.C. shall be located at the
offices of Roberts Broadcasting Company, 1408 N. Kingshighway,
Suite 300, St. Louis, Missouri 63113. The Management Committee
shall take all necessary actions to cause Roberts L.L.C. to be
authorized to conduct business legally in all appropriate
jurisdictions.

(m) Each Member shall be liable under the Operating Agreement for
willful misconduct, recklessness, and gross negligence with
respect to the business of Roberts L.L.C.

(n) No Member or Manager of Roberts L.L.C. shall be obligated
personally for any debts, obligations or liabilities of
Roberts L.L.C. solely by reason of being a Member or Manager,
except to the extent as otherwise required by law.

(o) Members shall not sell, assign, pledge, or otherwise encumber
or transfer all or any part of their interest in Roberts
L.L.C. to any third person, except an affiliate, without the
prior written consent of the other Members.

(p) Roberts L.L.C. will not sell, transfer, assign, or otherwise
dispose of any material part of the assets of the Station,
including a disposition upon the dissolution and the
liquidation of Roberts L.L.C., without providing Paxson a
right of first refusal.

(q) Upon the dissolution of Roberts L.L.C., the Management
Committee, or if there is none, an entity selected by a
majority in interest of the remaining Members, shall act as
liquidating trustee to wind up the affairs of Roberts L.L.C.
<PAGE> 5

Michael V. Roberts
Roberts Broadcasting Company
February 22, 1996
Page 4

2. Paxson shall deposit with First Union National Bank, the sum of Fifty
Thousand Dollars ($50,000) upon execution of the Operating Agreement
(the "Deposit") pursuant to an Escrow Deposit Agreement, among the
parties. In the event that Paxson wrongfully fails to close and
Roberts Utah has fully complied with the terms of the Operating
Agreement, then only in that even Paxson shall forfeit the Deposit to
Roberts Utah as liquidated damages and as the exclusive remedy of
Roberts Utah against Paxson.

3. The parties shall in good faith endeavor to prepare and negotiate the
Operating Agreement and loan documents acceptable to each party in its
discretion, to be executed by Paxson and Roberts Utah no later than
March 20, 1996. If the Operating Agreement and loan documents are not
executed by March 20, 1996, then the terms of this letter shall expire
without any liability to either Paxson or Roberts Utah.

4. Paxson shall not be obligated to execute the Operating Agreement or
loan documents if there is a material adverse change in the Station's
Permit or construction during the period from the date of execution
until the closing of the transactions contemplated by the Purchase
Agreement.

5. Paxson and Roberts Utah each agree that it will use its best efforts
to keep confidential (except for disclosure requirements of federal or
state securities laws and securities markets along with such
disclosure to attorneys, bankers, underwriters investors, etc. as may
be appropriate in the furtherance of this transaction) all information
of a confidential nature obtained by it from the other (including the
terms of this proposal and the identity of Paxson) in connection with
the transactions contemplated by this letter, and in the event that
such transactions are not consummated, will return to the other all
documents and other materials obtained from the other in connection
therewith.

6. Paxson and Roberts Utah shall jointly prepare and determine the timing
of, any press release, or other announcement to the public or the news
media relating to the execution of this letter. No party hereto will
issue any press release or make any other public announcement relating
to the transactions contemplated by this letter without the prior
consent of each other party hereto, except that any party may make any
disclosure required to be made by it under applicable law (including
federal or state securities laws and the regulations of securities
markets) if it determines in good faith that it is appropriate to do
so and gives prior notice to each other party hereto.
<PAGE> 6

Michael V. Roberts
Roberts Broadcasting Company
February 22, 1996
Page 5

7. Roberts Utah agrees that until March 20, 1996, or earlier if the
parties mutually determine that they are unable to enter into the
Operating Agreement and loan documents, it shall not offer or seek to
offer, or entertain or discuss any offer, to sell any interest in the
Permit or the Station to any third party.

8. Neither this letter nor the acceptance hereof is intended to, and nor
shall it create a binding legal obligation, and the understanding set
forth herein is subject to the execution of the Operating Agreement
and loan documents.

9. Paxson may assign its rights and obligations under this letter to an
affiliated entity, upon which assignment Paxson's rights and
obligations hereunder shall terminate. Such affiliated entity shall be
the signatory to the Operating Agreement and the loan documents.

10. This proposal shall expire at 5:00 P.M., Eastern Standard Time on
February 23, 1996, unless earlier accepted by Roberts Utah. Acceptance
by Roberts Utah shall be evidenced by the signature of President of
Roberts Utah on this Letter of Intent provided to Paxson prior to 5:00
P.M., February 23, 1996.

Please indicate your acceptance of the terms and conditions of this proposal by
signing in the space provided below.

Paxson Communications Corporation Roberts Broadcasting of Utah

By: /s/ William L. Watson By: /s/ Michael V. Roberts
--------------------------- -------------------------

<PAGE> 1

EXHIBIT 10.80
<PAGE> 2
EXHIBIT 10.80
________________________________________________________________________________

LOAN AGREEMENT

BY AND BETWEEN

PAXSON COMMUNICATIONS CORP.

AND

COCOLA MEDIA CORPORATION OF FLORIDA

FOR

TELEVISION STATION WHBI-TV,
LAKE WORTH, FLORIDA

MARCH 23, 1995

________________________________________________________________________________
<PAGE> 3

TABLE OF CONTENTS

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ARTICLE 1. AMOUNT AND TERMS OF THE LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.01 The Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02 The Promissory Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.03 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.04 Repayment of the Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.05 Use of Proceeds and Advancement of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.06 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.07 Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.08 Payment on Non-Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Section 2.01 Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 3. SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Section 3.01 Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.02 Pledge Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.03 Leasehold Mortgages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.04 Mortgages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 4. CONDITIONS OF LENDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Section 4.01 Conditions Precedent to Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 4.02 Conditions Precedent to Final Installment . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.03 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 5.01 Representations and Warranties of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(a) Existence and Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(b) Authorizations, Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(c) No Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(d) Binding Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(e) Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(f) No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(g) Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>

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<TABLE>
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(h) Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(i) Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(j) Material Misstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 6. COVENANTS OF THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Section 6.01 Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(a) Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(b) Preservation of Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(c) Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(d) Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(e) Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(f) Operations in Ordinary Course . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(g) Perfection of Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(h) FCC Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(i) Loan And Option Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Section 6.02 Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

(a) Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(b) Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(c) Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(d) Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(e) Transfer or Issuance of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(f) Change of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(g) Remove Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(h) Distributions or Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(i) Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(j) Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(k) Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(l) Employee Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(m) Cancellation of Debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(n) Write-Down . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(o) Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(p) Television Affiliation Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(q) Loan And Option Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Section 6.03 Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(a) Default Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(b) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(c) Notice of Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(d) Budget . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>

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(e) Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 7. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Section 7.01 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.02 Effect of Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 8. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Section 8.01 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 8.02 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 8.03 Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 8.04 Address for Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 8.05 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.06 Binding Effect; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.07 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.08 Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.09 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.10 Rights Affected by Extensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.11 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 8.12 Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 8.13 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 8.14 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 8.15 Non-Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

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<PAGE> 6

LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of March 23, 1995, is by and between
PAXSON COMMUNICATIONS CORP., a Delaware corporation having its principal
offices at 18401 U.S. Highway 19 North, Clearwater, Florida 34624 (the
"Lender"), and COCOLA MEDIA CORPORATION OF FLORIDA, a Delaware corporation
having its principal offices at 706 W. Herndon Avenue, Fresno, California 93650
(the "Borrower").

W I T N E S S E T H:

WHEREAS, WPB Communications, Inc. is a stockholder in Hispanic
Broadcasting, Inc., the permittee of Television Station WHBI-TV, Lake Worth,
Florida (the "Station") and holds an option to purchase control of Hispanic
Broadcasting, Inc.;

WHEREAS, the Borrower wishes to help WPB Communications, Inc. finance
the construction of the Station and exercise an option Borrower holds to
purchase the Station from WPB Communications, Inc.; and

WHEREAS, the Borrower desires to borrow funds from the Lender to
finance the purchase and operation of the Station.

NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, the Lender and the Borrower agree as follows:

ARTICLE 1. AMOUNT AND TERMS OF THE LOANS

SECTION 1.01 THE LOAN. The Lender agrees, upon the terms and
conditions hereinafter set forth, to make a loan or loans to the Borrower in an
aggregate principal amount not to exceed at any one time outstanding Seven
Million Dollars ($7,000,000.00) plus such additional amounts that are
reasonably requested by Borrower for the purposes set forth in Section 1.05 and
are approved by Lender in its sole discretion (the "Loan").

SECTION 1.02 THE PROMISSORY NOTE. The outstanding principal amount of
the Loan shall be evidenced by and subject to the terms of a promissory note,
dated of even date herewith, substantially in the form set forth as Exhibit 1
hereto (the "Note") payable to the order of the Lender and representing the
obligation of the Borrower to pay the Lender the amount of the Loan, with
interest thereon, as prescribed in Section 1.04. The Lender is authorized to
endorse the date and amount of the Loan and each repayment of principal and/or
interest with respect thereto on the Schedule A annexed to and constituting a
part of the Note.

SECTION 1.03 INTEREST. The Loan shall bear interest on the unpaid
principal amount thereof at a rate per annum at all times equal to one-half
percent (1/2%) above
<PAGE> 7

the rate charged Lender by its senior lenders as adjusted from time to
time. Interest shall be calculated on the basis of a year of three hundred
sixty (360) days and actual number of days elapsed during the period for which
such interest is payable. Interest shall begin to accrue on the outstanding
principal amount of the Loan on the date of disbursement of all or a portion of
the Final Installment (as defined below) pursuant to Section 1.05(b) (the
"Final Installment Date"). The first payment of interest to the Lender shall
be due Ninety (90) days after the acquisition of the Station by the Borrower
pursuant to Federal Communications Commission ("FCC") authority at which time
all interest accrued from the Final Installment Date shall become due and
payable; thereafter, accrued interest shall be paid monthly, on the same date
as the principal payments are due pursuant to Section 1.04 hereof. If any
installment of principal or interest is not paid when due, that installment
shall bear interest at a rate per annum equal to the lower of the highest rate
permitted by law or eighteen percent (18%) from the due date thereof until paid
in full.

SECTION 1.04 REPAYMENT OF THE LOAN. In the event that any portion of
the Loan is used by the Borrower to fund an escrow deposit or similar payment
toward the purchase of the Station (the "Deposit"), and such deposit is
returned to the Borrower, the amount of such deposit shall be immediately
repaid to Lender together with all interest earned on such deposit and paid to
the Borrower. One Hundred Twenty (120) days after the acquisition of the
Station by the Borrower pursuant to FCC authority, the Borrower shall begin
repayment to the Lender of the Loan by making consecutive, equal monthly
payments of principal and interest on the basis of an eighty-four (84) month
amortization schedule.

SECTION 1.05 USE OF PROCEEDS AND ADVANCEMENT OF FUNDS.

(a) The proceeds of the Loan are to be used by the Borrower
exclusively for financing the construction and purchase of the Station and for
working capital and operating expenses relating to the Station.

(b) The Lender shall loan to the Borrower the funds required
to acquire the Station, less the Deposit (the "Final Installment"), as required
by the terms of the Loan And Option Agreement entered into by Borrower with WPB
Communications, Inc. ("Loan And Option Agreement") as of March 23, 1995.

SECTION 1.06 INFORMATION. The Borrower agrees to furnish to the Lender
such information as the Lender may reasonably request in connection with the
Loan or the Station.

SECTION 1.07 PREPAYMENT. The Borrower may prepay the Note in whole at
any time, or from time to time in part, with accrued interest to the date of
prepayment on the amount prepaid, without penalty, provided that each payment,
other than for the full amount of the outstanding balance, shall be in the
amount of Ten Thousand

-2-
<PAGE> 8

Dollars ($10,000.00) or an integral multiple thereof. Each partial prepayment
on the Note shall be applied first to accrued interest and then to the payment
of principal in the inverse order of maturity.

SECTION 1.08 PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be
made hereunder or under the Note shall become due on a Saturday, Sunday or
public holiday, such payment may be made on the next succeeding business day,
and such extension of time in such case shall be included in the computation of
interest hereunder and under the Note.

ARTICLE 2. CLOSING

SECTION 2.01 CLOSING DATE. Closing of this transaction shall occur on
a date agreed upon by the parties hereto (the "Closing Date").

ARTICLE 3. SECURITY

SECTION 3.01 SECURITY INTEREST. As security for the Loan, the Borrower
shall execute and deliver to the Lender, on or before the Closing Date, a
security agreement in the form of Exhibit 2 hereto (the "Security Agreement").

SECTION 3.02 PLEDGE AGREEMENT. As further security for the Loan, on or
before the Closing Date, the Borrower shall deliver to the Lender a pledge
agreement in the form of Exhibit 3, duly executed by Gary Cocola (the
"Shareholder"), the sole shareholder of the Borrower (the "Pledge Agreement").

SECTION 3.03 LEASEHOLD MORTGAGES. At such time as the Borrower enters
into any lease, it shall execute with respect to such lease a leasehold
mortgage in form and substance satisfactory to Lender (the "Leasehold
Mortgage"), granting the Lender a lien on its leasehold interest under such
lease. In particular, and without limiting the generality of the foregoing, the
Borrower shall execute a Leasehold Mortgage with respect to each lease, if any,
that it assumes as part of the acquisition of the Station. If requested by the
Lender, the Borrower shall also deliver to the Lender with respect to any lease
to which the Borrower becomes a party (i) evidence of the filing of a
memorandum of lease in form and substance satisfactory to Lender, (ii) an
executed estoppel certificate in form and substance satisfactory to Lender,
(iii) an executed landlord's consent and waiver in form and substance
satisfactory to Lender, and (iv) an ALTA mortgagee's policy of title insurance
in customary form with respect to such lease.

SECTION 3.04 MORTGAGES. As such time as the Borrower acquires any
parcel of real estate, the Borrower shall execute a first mortgage or deed of
trust in favor of the Lender on such parcel, in form and substance satisfactory
to the Lender. If

- 3 -
<PAGE> 9

requested by the Lender, the Borrower shall also deliver to the Lender an ALTA
mortgagee's policy of title insurance in customary form with respect to such
parcel.

ARTICLE 4. CONDITIONS OF LENDING

SECTION 4.01 CONDITIONS PRECEDENT TO LOAN. The obligation of the
Lender to disburse from time to time any portion of the Loan hereunder is
subject to the condition precedent that the Lender shall have received all of
the following, on or before the Closing Date, in form and substance
satisfactory to the Lender:

(a) The Note, duly executed and delivered by the Borrower;

(b) The Security Agreement, together with appropriate UCC-1
forms, duly executed and delivered by the Borrower;

(c) The Pledge Agreement, duly executed and delivered by the
Shareholder together with stock certificates and blank stock powers;

(d) A certified copy of the resolutions of the Board of
Directors of Borrower evidencing approval of the execution, delivery and
performance of this Agreement, the Note and the Security Agreement and other
matters contemplated hereby;

(e) A Certificate of Good Standing for the Borrower;

(f) Copies of all station documents, including, without
limitation, the Loan And Option Agreement (the "Agreement"), entered into with
WPB Communications, Inc.; and

(g) Such other agreements, certificates, opinions of counsel
and documents that the Lender may reasonably require.

SECTION 4.02 CONDITIONS PRECEDENT TO FINAL INSTALLMENT. The obligation
of the Lender to advance the Final Installment to the Borrower is subject to
the condition precedent that the Lender shall have received each of the
following, on or before the Final Installment Date, in form and substance
satisfactory to the Lender:

(a) Leasehold Mortgages, to the extent required by Section
3.03;

(b) A Certificate of Good Standing for the Borrower in the
State of Florida as of a recent date prior to the Final Installment Date;

(c) Copies of the certificates evidencing the insurance
required to be maintained by the Borrower pursuant to Section 6.01(e);

- 4 -
<PAGE> 10

(d) Any memorandum of lease, to the extent required by Section
3.03;

(e) Executed estoppel certificates, to the extent required by
Section 3.03;

(f) Executed landlord's consents and waivers, to the extent
required by Section 3.03;

(g) Evidence, in form and substance acceptable to Lender, that
Borrower has been approved by the FCC to acquire the Station and that the FCC
approval is a final, non-appealable order;

(h) A copy of the Agreement and each other contract,
certificate and other document executed by the Borrower and WPB Communications,
Inc. in connection with the Borrower's acquisition of the Station; and

(i) Such other agreements, certificates, opinions of counsel
and documents that the Lender may reasonably require.

SECTION 4.03 COMPLIANCE. All of the representations and warranties of
the Borrower in this Agreement shall be true and accurate in all material
respects on and as of the Closing Date and the date of any subsequent
disbursement of any portion of the Loan, as if made on and as of such date and
time. The Borrower shall be in compliance with all of the applicable terms and
provisions of this Agreement and no Event of Default or any event which with
the lapse of any applicable grace period or the giving of notice or both would
constitute an Event of Default shall have occurred and be continuing. The
Borrower shall have performed all obligations and taken all actions to be
performed or taken by it hereunder on or prior to such date. On the Closing
Date, the Borrower shall deliver to the Lender a certificate, dated as of such
date and signed by an executive officer of the Borrower, certifying compliance
with the conditions of this Section 4.03. Each disbursement of all or a portion
of the Loan to the Borrower shall in and of itself, constitute a representation
and warranty that the Borrower as of the date of such Loan, is in compliance
with this Section and if the Borrower is not in compliance with this Section,
the Lender shall not be required to disburse such Loan to the Borrower.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES

SECTION 5.01 REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to
induce the Lender to enter into this Agreement and make the Loan, Borrower
represents and warrants as follows:

(a) Existence and Standing. Borrower is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and is qualified to do business and in good standing under the laws
of the State of Florida,

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<PAGE> 11

and has all requisite power and authority, corporate or otherwise, to conduct
its business, to own its properties and to execute and deliver, and to perform
all of its obligations under this Agreement, the Note, any Leasehold Mortgage,
the Security Agreement and all other documents that have been or will be
executed and delivered by the Borrower pursuant to this Agreement.

(b) Authorizations, Compliance with Laws. The execution,
delivery and performance by the Borrower of this Agreement, the Note, any
Leasehold Mortgage, the Security Agreement and all other documents required to
be executed and delivered by the Borrower pursuant to this Agreement have been
duly authorized by all necessary corporate action and do not and will not (i)
violate (A) any provision of any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect having
applicability to the Borrower or (B) any provision of the charter or by-laws of
the Borrower; or (ii) result in a breach of or constitute a default under any
agreement or instrument to which the Borrower is a party or by which its
properties may be affected; or (iii) result in the creation of a lien, charge
or encumbrance of any nature upon the Borrower's properties or assets other
than as contemplated by this Agreement.

(c) No Consent. No authorization, consent, approval, license,
exemption of or filing or registration with any court or governmental
department or agency, except for filing with the FCC, is or will be necessary
to the valid execution, delivery and performance by the Borrower of this
Agreement, the Note, any Leasehold Mortgage, the Security Agreement or any
other document required to be executed and delivered by the Borrower pursuant
to this Agreement.

(d) Binding Obligations. This Agreement, the Note, any
Leasehold Mortgage, the Security Agreement and all other documents required to
be executed and delivered by the Borrower pursuant to this Agreement have been
or will be executed and delivered by duly authorized officers of the Borrower
and constitute or will constitute, legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms.

(e) Litigation. There are no actions, suits or proceedings
pending, or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or its properties before any court or governmental department or
agency which materially adversely affects the transactions contemplated by this
Agreement or which would have a material adverse effect on the business,
properties, operation or condition of the Borrower.

(f) No Default. The Borrower is not in default in the
performance, observance or fulfillment of any of the obligations or conditions
contained in any material agreement or instrument to which it is a party, nor
with respect to any order,

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<PAGE> 12

judgment, writ, injunction or decree of any court, governmental authority or
arbitration board.

(g) Compliance with Laws. To its best knowledge, Borrower is
in compliance with all applicable federal, state and local laws. The Borrower
has obtained all necessary licenses and permits required for the conduct of its
business and operations or such licenses and permits have been applied for and
are now being diligently pursued.

(h) Taxes. The Borrower has filed all tax returns and reports
(federal, state and local) required to be filed by it, and has paid all taxes
shown thereon, including interest and penalties, and all assessments received
by it (except to the extent that the same are being contested in good faith by
appropriate proceedings diligently prosecuted and as to which adequate reserves
have been set aside on the books of the Borrower in conformity with generally
accepted accounting principles).

(i) Title to Properties. The Borrower has good and marketable
title to all of its property and assets and valid and enforceable leasehold
interests in the property which it holds under lease. All such property, assets
and leasehold interests being free and clear of any and all mortgages, deeds of
trust, assignments, liens, security interests, charges or encumbrances of any
nature whatsoever, except for those created hereby. No mortgages, deeds of
trust, financing statements or other evidences of security interests covering
all or any of the aforesaid property are on file among the records of any
public office, except those evidencing a security interest in favor of the
Lender.

(j) Material Misstatement. No statement made herein or
information, exhibit or report furnished by the Borrower to the Lender in
connection with this Agreement or its negotiation, contains any material
misstatement of fact or omits to state a material fact or any fact necessary to
make the foregoing not misleading.

ARTICLE 6. COVENANTS OF THE BORROWER

SECTION 6.01 AFFIRMATIVE COVENANTS. So long as the Note shall remain
unpaid, the Borrower hereby covenants and agrees that it will, unless the
Lender shall otherwise consent in writing:

(a) Payment of Obligations. Pay punctually and discharge when
due: (i) all indebtedness heretofore or hereafter incurred; (ii) all taxes,
assessments and governmental charges or levies imposed upon it or its income or
profits, or upon any properties belonging to it; (iii) claims or demands of
materialmen, mechanics, carriers, warehousemen, landlords and other like
persons which, if unpaid might become a lien or charge upon the property of the
Borrower; provided that this covenant shall not require the payment of any of
the matters set forth in (i), (ii) and (iii) above if the same

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<PAGE> 13

shall be contested in good faith and by proper proceedings diligently pursued
and as to which adequate reserves have been set aside on the books of the
Borrower in accordance with generally accepted accounting principles.

(b) Preservation of Existence. Preserve and maintain its
respective corporate existence, rights, franchises and privileges in the
jurisdiction of its incorporation.

(c) Maintenance of Properties. Maintain and preserve all of
its properties necessary or useful in the proper conduct of its business in
good working order and condition, ordinary wear and tear excepted.

(d) Compliance with Laws. Comply in all material respects with
the requirements of all applicable laws, rules, regulations and orders of any
governmental authority.

(e) Maintenance of Insurance. Maintain with responsible and
reputable insurance companies policies on all of its properties and covering
such risks, including public liability and workers' compensation, in such
amounts as are usually carried by companies engaged in similar businesses and
owning similar properties as the Borrower, and promptly upon execution thereof
provide to the Lender copies of all such policies and any riders or amendments
thereto. The policies of insurance required hereunder shall name the Lender as
an additional loss payee or additional insured, as applicable, and shall
provide that the Lender shall receive at least thirty (30) days' written notice
prior to the cancellation, termination or alteration of any such policy.

(f) Operations in Ordinary Course. Continue to operate its
business in the ordinary course.

(g) Perfection of Liens. Do all things requested by the Lender
to preserve and perfect the liens and security interests of the Lender arising
pursuant to the Security Agreement, the Pledge Agreement, any Leasehold
Mortgage or any other agreement required hereunder as first liens and security
interests.

(h) FCC Approval. If counsel to the Lender reasonably
determines that the consent of the FCC is required in connection with the
execution, delivery and performance of this Agreement, the Pledge Agreement,
the Security Agreement or any other document delivered to the Lender in
connection herewith or therewith or as a result of any action which may be
taken pursuant hereto or thereto, then the Borrower, at its sole cost and
expense, agrees to use its best efforts to secure such consent and to cooperate
with the Lender in any action commenced by the Lender to secure such consent.

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<PAGE> 14

(i) Loan And Option Agreement. Borrower shall execute and
deliver the Loan And Option Agreement and comply with its obligations
thereunder.

SECTION 6.02 NEGATIVE COVENANTS. So long as the Note shall remain
unpaid and the Agreement shall not have been terminated, the Borrower hereby
covenants that it will not, without the Lender's prior written approval:

(a) Indebtedness. Create or incur, assume or suffer to exist
any indebtedness, obligation or liability, whether matured or unmatured,
liquidated or unliquidated, direct or contingent, joint or several, except for:
(i) indebtedness evidenced by the Note; and (ii) indebtedness (other than for
borrowed money) incurred in the ordinary course of business not to exceed Fifty
Thousand Dollars ($50,000.00) in the aggregate at any one time.

(b) Liens. Create, assume or suffer to exist, directly or
indirectly, any security interest, mortgage, deed of trust, pledge, lien,
charge or other encumbrance, of any nature whatsoever upon any of its
properties or assets, now owned or hereafter as acquired, excluding, however,
from the operation of this covenant:

(i) any security interest or lien created
pursuant to this Agreement;

(iii) materialmen's, mechanics', carriers',
workmen's, repairmen's, warehousemen's or other like liens arising in the
ordinary course of business and either not yet due and payable or being
contested in good faith by appropriate legal proceedings and as to which
adequate reserves shall have been set aside on its books, in conformity with
generally accepted accounting principles;

(iv) deposits or pledges to secure payment of
workers' compensation, unemployment insurance or other social security benefits
or obligations; or

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<PAGE> 15

(c) Disposition of Assets. Sell, transfer, lease or otherwise
dispose of all or any material part of its assets other than in the ordinary
course of business and in exchange for collateral of like value in which the
Lender shall have a security interest.

(d) Merger. Enter into any consolidation or merger with, or
into any acquisition of all or substantially all of the properties or assets of
any person or entity.

(e) Transfer or Issuance of Shares. Permit the issuance or
transfer of any shares of the capital stock of the Borrower, or any options,
warrants, convertible securities or other rights to purchase the Borrower's
stock. The preceding sentence shall not apply to (i) transfers to the Lender;
(ii) transfers resulting from the death of the Shareholder; and (iii) transfers
effected by the Shareholder with the prior written consent of the Lender (which
shall not be unreasonably withheld), solely for estate planning purposes of the
Shareholder.

(f) Change of Business. Change, in any material respect, the
nature or character of its business as intended, or engage in any activity not
reasonably related to such business.

(g) Remove Assets. Remove any of the assets procured with the
proceeds of the borrowings provided for herein, or any replacements for such
assets, to a jurisdiction in which no financing statement on Form UCC-1 has
been filed by the Lender with respect to such assets.

(h) Distributions or Dividends. Declare or make, directly or
indirectly, any payment or distribution, or incur any liability for the
purchase, acquisition, redemption or retirement of any capital stock of the
Borrower or as a dividend, return of capital or other payment or distribution
of any kind to a shareholder of the Borrower or any affiliate of the Borrower
(other than any stock dividend or stock split or similar distribution payable
only in capital stock of the Borrower) in respect of the Borrower's capital
stock, except that the Borrower may declare one annual dividend per year on all
classes of its capital stock with the prior written consent of the Lender.
Notwithstanding the foregoing, Borrower shall be permitted to distribute to a
shareholder of Borrower, any payments as received by Borrower pursuant to
Attachment I of the Time Brokerage Agreement between Borrower and Lender for
the operation of the Station.

(i) Transactions with Affiliates. Enter into any transaction
or agreement with any affiliate of the Borrower.

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<PAGE> 16

substantial right thereunder), or incur any obligation (including obligations
relating to the borrowing of money or guarantee of indebtedness).

(k) Adverse Change. Suffer any material adverse change in the
assets, properties or condition (financial or otherwise) of the Borrower or the
Station, or any damage, destruction or loss affecting any assets used or useful
in the conduct of the business of the Borrower that is not promptly repaired or
replaced in accordance with 6.01(c).

(l) Employee Compensation. Suffer any material increase in
excess of the reasonable range in the broadcast industry in the same or similar
markets in compensation payable or to become payable to any employees, or any
bonus payment made or promised to any employee, or any material change in
personnel policies, insurance benefits or other compensation arrangements
affecting any employees, provided that nothing in this clause shall be
construed to limit or restrict the commission compensation of employees who may
be selling brokered time for the Borrower.

(m) Cancellation of Debts. Cancel any debts owed or claims
held by the Borrower.

(n) Write-Down. Suffer any significant write-down of the value
of any assets without the prior written consent of the Lender except and as
required by generally accepted accounting principles as required to present
accurate financial information on the Borrower.

(o) Rights. Transfer or grant any right under, or enter into
any settlement regarding the breach or infringement of, any license, patent,
copyright, trademark, service mark, trade name, franchise, or similar right, or
modify any existing right relating to the Borrower.

(p) Television Affiliation Agreement. In the event Borrower
acquires the Station, terminate, amend or waive any provision of the Television
Affiliation Agreement, if any, to which the Station is a party.

(q) Loan And Option Agreement. In the event the Borrower
enters into the Loan And Option Agreement, terminate, materially amend, commit
any material breach or default under or waive any term of the Loan And Option
Agreement.

SECTION 6.03 REPORTING REQUIREMENTS. So long as the Note shall remain
unpaid and the Agreement shall not have been terminated, the Borrower shall,
unless the Lender shall otherwise consent in writing, furnish to the Lender:

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<PAGE> 17

(a) Default Certificate. As soon as possible and in any event
within five (5) business days after the occurrence of each Event of Default (as
defined in Section 7.01) of which the Borrower has knowledge, the statement of
the President of the Borrower setting forth details of such Event of Default
and the action which the Borrower proposes to take with respect thereto.

(b) Financial Statements. Beginning with the making of the
Final Installment, quarterly financial statements within thirty (30) days after
the end of each fiscal quarter; within ninety (90) days after the end of each
fiscal year of the Borrower, a copy of the reviewed financial statements for
such year for the Borrower, including therein a balance sheet of the Borrower
as of the end of such fiscal year, statements of income and expense of the
Borrower for such fiscal year, and a statement of cash flow of the Borrower for
such fiscal year, in each case prepared by an independent public accountant of
recognized standing acceptable to the Lender. Lender shall accept a review of
the Borrower's financial records.

(c) Notice of Litigation. Promptly give written notice of all
actions, suits and proceedings before any court or governmental agency,
domestic or foreign, which may be commenced or threatened against the Borrower
in which the claim involved is Five Thousand Dollars ($5,000.00) or more and of
any other matter of the type described in Section 5.01(e).

(d) Budget. An annual budget to the Lender within thirty (30)
days of the beginning of each fiscal year of the Borrower. Such budget shall be
satisfactory in form to the Lender.

(e) Other Information. Such other information respecting the
business, properties, operations or the condition, financial or otherwise, of
the Borrower as the Lender may from time to time reasonably request.

ARTICLE 7. EVENTS OF DEFAULT

SECTION 7.01 EVENTS OF DEFAULT. Under this Agreement, an Event of
Default shall be any of the following:

(a) The Borrower shall fail to pay any installment of
principal or interest on the Note, or any other obligation to the Lender when
due whether at the due date thereof or by acceleration or otherwise, and such
default shall remain unremedied for a period of ten (10) days after notice
thereof shall have been given to the Borrower; or

(b) The security interest or lien of the Lender in any
material portion of the collateral covered by the Security Agreement, Pledge
Agreement or any Leasehold Mortgage shall at any time not constitute a legal,
valid and enforceable security interest or lien; or

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<PAGE> 18

(c) Any representation or warranty made by the Borrower (or
any of its officers) herein, in the Security Agreement or in any certificate,
agreement, instrument or statement contemplated by or made or delivered
pursuant to or in connection with this Agreement, the Note, any Leasehold
Mortgage or the Security Agreement, or by the Shareholder in the Pledge
Agreement shall prove to have been incorrect in any material respect when made;
or

(d) The Borrower shall fail to perform or observe any other
term, covenant or agreement contained in this Agreement, the Note, the Security
Agreement, any Leasehold Mortgage or any Television Affiliation Agreement
relating to the Station (the "Television Affiliation Agreement"), or the
Shareholder shall fail to perform or observe any term, covenant or agreement
contained in the Pledge Agreement, and any such failure remains unremedied for
thirty (30) days after written notice thereof shall have been given to the
Borrower by the Lender; or

(e) The Borrower shall fail to pay any indebtedness for
borrowed money owing by the Borrower or any interest or premium thereon, when
due, whether such indebtedness shall become due by scheduled maturity, by
required prepayment, by acceleration, by demand or otherwise, or the Borrower
shall fail to perform any term, covenant or agreement under any agreement or
instrument evidencing or securing or relating to any such indebtedness owing by
the Borrower if the effect of such failure is to accelerate, or to permit the
holder of such indebtedness to accelerate the maturity of such indebtedness; or

(f) The Borrower shall expend the proceeds of the Loan for any
purpose other than the purchase of the Station and the operation of the
Station's business without the prior written consent of the Lender, which may
be withheld in the Lender's sole discretion; or

(g) The Borrower shall (i) fail to pay its debts as they
mature in the ordinary course of business; (ii) file a petition commencing a
voluntary case concerning it under any Chapter of Title 11 of the United States
Code entitled "Bankruptcy"; or (iii) the Borrower shall apply for or consent to
the appointment of any receiver, trustee, custodian or similar officer for it
or for all or any substantial part of its property; or (iv) such receiver,
trustee, custodian or similar officer shall be appointed without the
application or consent of the Borrower and such appointment shall continue
undischarged for a period of ninety (90) days; or (v) an involuntary case is
commenced against the Borrower under any Chapter of the aforementioned Title 11
and an order for relief under such Title 11 is entered or the petition
commencing the case is controverted but is not dismissed within ninety (90)
days after the commencement of the case; or (vi) the Borrower shall institute
(by petition, application, answer, consent or otherwise) any bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, dissolution,
liquidation or similar proceeding relating to it under the laws of any
jurisdiction; or (vii) any such proceeding shall be instituted against the
Borrower

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<PAGE> 19

and shall remain undismissed for a period of ninety (90) days; or (viii) the
Borrower shall take any action for the purpose of effectuating the foregoing;
or

(h) Any court, government, or government agency shall condemn,
seize or otherwise appropriate or take custody or control of all or a
substantial portion of the property or assets of the Borrower; or

(i) There shall be an irrevocable and unappealable denial or
revocation of the broadcast license for the Station.

SECTION 7.02 EFFECT OF EVENT OF DEFAULT. Should any Event of Default
occur, the Lender may at its option by written notice to the Borrower declare
the entire unpaid principal amount of the Note, together with all unpaid
interest and all other amounts payable under this Agreement and every other
obligation of the Borrower to the Lender, immediately due and payable,
whereupon the Note and all such obligations shall become and be forthwith due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower, anything contained
herein or in the Note or in such other note or evidence of indebtedness to the
contrary notwithstanding; provided, however, that in case of an Event of
Default under Section 7.01(g), all the obligations of the Borrower under this
Agreement and the Note shall become immediately due and payable as of the date
of any such Event of Default regardless of the cause of such Event of Default
and without any notice to the Borrower required from the Lender. The Lender
shall have, in addition to all other rights and remedies allowed by law, the
rights and remedies of a secured party under the Uniform Commercial Code as in
effect in the State of Florida and, without limiting the generality of the
foregoing, the rights and remedies provided for in the Security Agreement,
Pledge Agreements, and any Leasehold Mortgage, which provisions are hereby
incorporated by reference.

ARTICLE 8. MISCELLANEOUS

SECTION 8.01 NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on
the part of the Lender in exercising any right, power or remedy hereunder shall
operate as a waiver, nor shall any single or partial exercise of any such
right, power or remedy hereunder. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.

SECTION 8.02 AMENDMENTS. No amendment, modification, termination or
waiver of any provision of this Agreement, the Note, the Security Agreement or
any Leasehold Mortgage, nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless in writing, signed by the Lender and
then only in the specific instance and for the specific purpose for which
given. No notice to or demand on the Borrower in any case shall entitle it to
any other or further notice or demand in similar or other circumstances.

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<PAGE> 20

SECTION 8.03 CONFLICTS. In the event of any conflict or inconsistency
between any provision of this Agreement and a provision of the Note, the
Security Agreement or any Leasehold Mortgage, the provisions of this Agreement
shall control.

SECTION 8.04 ADDRESS FOR NOTICES. All notices and other communications
under this Agreement shall be in writing and shall be served by personal
service or by mailing a copy thereof by registered or certified mail, return
receipt requested, to the applicable party at the addresses indicated below:

If to the Borrower:

Mr. Gary Cocola
Cocola Media Corporation of Florida
706 W. Herndon Avenue
Fresno, CA 93650

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

Alan C. Campbell, Esq.
Irwin, Campbell & Tannenwald
1320 18th Street, N.W., Suite 400
Washington, D.C. 20036

If to the Lender:

Mr. Lowell W. Paxson
Paxson Communications Corp.
18401 U.S. Highway 19 North
Clearwater, FL 34624

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

Anthony L. Morrison, Esq.
General Counsel
Paxson Communications Corp.
18401 U.S. Highway 19 North
Clearwater, FL 34624

SECTION 8.05 EXPENSES. The Borrower agrees to pay on demand all costs
and expenses incurred by the Lender directly in the enforcement of this
Agreement, the

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<PAGE> 21

Note, the Security Agreement, any Leasehold Mortgage, the Pledge Agreement and
other instruments and documents to be delivered hereunder, including, without
limitation, the reasonable fees and expenses of any attorney to whom the Note
is referred for collection (whether or not litigation is commenced) or for
representation in proceedings under any bankruptcy or insolvency law. In
addition, the Borrower shall pay any and all taxes and fees payable or
determined to be payable in connection with the execution, delivery and
recordation of any instruments and documents to be delivered hereunder.

SECTION 8.06 BINDING EFFECT; ASSIGNMENT. This Agreement shall become
effective when executed and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Lender and their respective successors and
assigns, except that the Borrower shall not have the right to assign any rights
or obligations hereunder without the prior written consent of the Lender.

SECTION 8.07 GOVERNING LAW. This Agreement, the Note, the Security
Agreement and related documents shall be governed by, and construed in
accordance with, the laws of the State of Florida with the exception of its
conflicts of laws provisions; provided that the effect of any recordation shall
be determined by the State thereof. The parties agree to the exclusive
jurisdiction and venue of the state and federal district courts for the
district including Palm Beach, Florida.

SECTION 8.08 SEVERABILITY OF PROVISIONS. Any provision of this
Agreement, the Note, the Security Agreement, or any Leasehold Mortgage that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions or affecting the validity or
enforceability of any provisions in any other jurisdiction.

SECTION 8.09 HEADINGS. Article and Section headings in this Agreement
are including for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose.

SECTION 8.10 RIGHTS AFFECTED BY EXTENSIONS. The rights of the Lender
and its assigns shall not be impaired by any indulgence, release, renewal,
extension or modification which the Lender may grant with respect to the
indebtedness or any part thereof, or with respect to the collateral or with
respect to any endorser, guarantor, or surety without notice or consent of the
Borrower or any endorser, guarantee, or surety.

SECTION 8.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Agreement and in any documents or
certificates delivered pursuant hereto or thereto shall survive the execution
and delivery of this Agreement and the Note and the making of the Loan
hereunder and continue

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<PAGE> 22

in full force and effect, as of the respective dates as of which they were
made, until all of the obligations of the Borrower to the Lender hereunder have
been paid in full.

SECTION 8.12 ATTORNEYS' FEES. If any litigation arises between the
parties in connection with the transactions contemplated by this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys' fees in
addition to all other damages and remedies.

SECTION 8.13 FURTHER ASSURANCES. From time to time, the Borrower shall
execute and deliver to the Lender such additional documents as the Lender may
reasonably require to carry out the purposes of this Agreement or any of the
documents entered into in connection herewith, or to preserve and protect the
rights of the Lender hereunder or thereunder.

SECTION 8.14 INDEMNIFICATION. The Borrower hereby indemnifies and
holds harmless the Lender and its directors, officers, shareholders, employees,
agents, counsel, subsidiaries and affiliates (the "Indemnified Persons") from
and against any and all losses, liabilities, obligations, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against any
Indemnified Person in any way relating to or arising out of this Agreement, the
documents entered into in connection herewith, or any of them or any of the
transactions contemplated hereby or thereby; provided, however, that the
Borrower shall not be liable to any Indemnified Person, if there is a judicial
determination that such losses, liabilities, obligations, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulted solely or
in part from the gross negligence or willful misconduct of such Indemnified
Person.

SECTION 8.15 NON-RECOURSE. Notwithstanding anything to the contrary
herein, in any action or proceeding commenced with reference to this Loan
Agreement, no judgment shall be sought or obtained against Gary Cocola
personally or enforced against any of his separate assets, other than his
shareholder interests in Borrower, and such liability under this Loan Agreement
shall be limited to his shareholder interests in Borrower. In any legal action
or suit in equity which the Lender may undertake to enforce its rights and
remedies under the Loan Agreement, any judgment may be satisfied by recourse
only to Gary Cocola's shareholder interests therein and not by recourse to Gary
Cocola personally or by execution on any of his separate and/or joint assets,
other than his shareholder interests in Borrower.

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<PAGE> 23

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized officers, as of
the date first above written.

WITNESS: COCOLA MEDIA CORPORATION OF
FLORIDA

By: /s/ Gary Cocola
- ----------------------------- --------------------------
Name: Gary Cocola
Title: President

WITNESS: PAXSON COMMUNICATIONS CORP.

By: /s/ William L. Watson
- ----------------------------- --------------------------
Name: William L. Watson
Title: Secretary

<PAGE> 24

$7,000,000 March 23, 1995

EXHIBIT 1

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, COCOLA MEDIA
CORPORATION OF FLORIDA, a Delaware corporation with its address at 706 W.
Herndon Avenue, Fresno, California 93650 (the "Maker"), promises to pay to the
order of PAXSON COMMUNICATIONS CORP., a Delaware corporation with its address
at 18401 U.S. Highway 19 North, Clearwater, Florida 34624 (the "Payee"), or its
designee, in the manner set forth below, the lesser of (i) the principal sum of
Seven Million Dollars ($7,000,000) plus such additional amounts that are
advanced by Payee to Maker pursuant to Section 1.01 of that certain Loan
Agreement dated of even date herewith, by and between the Maker and the Payee
(the "Loan Agreement"), or (ii) the aggregate principal amount outstanding of
the Loan, together with interest thereon as provided herein. All capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Loan Agreement.

1. The holder of this Note is authorized to endorse the
date and amount of each Loan disbursement pursuant to Section 1.02 of the Loan
Agreement and each payment of principal and/or interest with respect thereto on
Schedule A annexed hereto and made a part hereof, but the failure of the holder
of this Note to make such endorsement shall not affect the rights of the Payee
or the obligations of the Maker under this Note, the Loan Agreement and any
documents executed in connection therewith or under applicable law.

2. The principal balance of and all interest on the Loan
shall be due and payable as provided in Sections 1.03 and 1.04 of the Loan
Agreement.

3. This Note evidences indebtedness of the Maker to the
Payee arising under the Loan Agreement, to which reference is hereby made for a
statement of the rights of the Payee and the duties and obligations of the
Maker in relation thereto. Neither this reference to the Loan Agreement nor any
provision thereof shall affect or impair the absolute and unconditional
obligation of the Maker to pay the principal of or interest on this Note when
due.

4. In the event any installment of principal or interest
on this Note is not paid when due, whether such installment comes due by
acceleration or otherwise, such installment shall bear interest equal to the
lower of the highest rate permitted by law or 18% per annum from and after the
due date thereof until paid in full.

5. The payment of this Note is secured by a Security
Agreement, Leasehold Mortgages and Pledge Agreement, all as more fully
identified in the Loan Agreement.

6. Payment upon this Note shall be made by check or
checks payable to the
<PAGE> 25

-2-

Payee at 18401 U.S. Highway 19 North, Clearwater, Florida 34624, or such other
place as the Payee or a subsequent holder of this Note shall designate to the
Maker in writing, in lawful money of the United States of America.

7. This Note may be prepaid by the Maker, in whole or in
part in integral multiples of Ten Thousand Dollars ($10,000), at any time
without premium or penalty. Each partial prepayment on this Note shall be
applied first to accrued interest then to the payment of principal in the
inverse order of maturity.

8. The Maker hereby waives any defenses based upon, and
specifically assents to, any and all extensions and postponements of the time
of payment and all other indulgences or forbearances which may be granted to
any party liable hereon by the Payee or any subsequent holder of this Note.

9. The Maker hereby waives presentment, demand for
payment, notice of protest, notice of non-payment, protest, and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note.

10. No delay or omission on the part of the Payee or any
subsequent holder of this Note in exercising any right hereunder shall operate
as a waiver of such right or of any other right of the Payee or such holder,
nor shall any delay, omission or waiver on any one occasion be deemed a bar to
or waiver of the same or any other right on any other occasion.

11. No single or partial exercise by the Payee or any
subsequent holder hereof of any power hereunder shall preclude any other or
future exercise thereof or the exercise of any other power.

12. If any Event of Default shall occur, the Payee shall
be under no further obligation to make any Loan or advances of any Loan under
the Loan Agreement and the Payee may at its option by written notice to the
Maker declare the entire unpaid principal amount of this Note, together with
all unpaid interest and all other amounts payable under the Loan Agreement and
every other obligation of the Maker to the Payee, immediately due and payable,
whereupon this Note and all such obligations shall become and be forthwith due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are, except as expressly provided in the Loan Agreement, hereby
expressly waived by the Maker; provided, however, that in the case of an Event
of Default under Section 7.01(g) of the Loan Agreement, all of the obligations
of the Borrower under the Loan Agreement and this Note shall become immediately
due and payable as of the date of any such Event of Default regardless of the
cause of such Event of Default and without any notice to the Maker required
from the Payee. The Payee shall have, in addition to all other rights and
remedies allowed by law, the rights and remedies of a secured party under the
Uniform Commercial Code as in effect in the State of Florida and, without
limiting the generality of the foregoing, the rights and remedies provided for
in the Loan Agreement, the Leasehold Mortgages, and the Security Agreement, the
provisions of which are
<PAGE> 26

-3-

hereby incorporated by reference.

13. The Maker shall pay on demand of the Payee or any
subsequent holder of this Note all costs of collection, including reasonable
attorneys' fees incurred by the Payee or such holder in enforcing collection of
this Note on default. However, if any litigation arises between the parties in
connection with this Note, the prevailing party shall be entitled to recover
reasonable attorneys' fees in addition to all other damages and remedies.

14. No provision of this Note shall be modified except by
a written instrument executed by the Maker and by the Payee or a subsequent
holder hereof expressly referring to this Note and to the provision modified.

15. This Note and the provisions hereof are to be binding
on the assigns or successors of the Maker and shall be enforceable in
accordance with the laws of the State of Florida (without regard to the
conflicts of law provisions thereof), and exclusive venue and jurisdiction
shall be in the state or federal district court for the district including Palm
Beach, Florida.

16. The provisions of this Note are hereby declared to be
severable and if any such provision or the application of any such provision to
any person or in any circumstances shall be held to be invalid or
unconstitutional, such invalidity or unconstitutionality shall not be construed
to affect the validity or constitutionality of any of the remaining provisions
as applied to such person, or in circumstances other than those as to which it
is held invalid.

[SEAL]

WITNESS: COCOLA MEDIA CORPORATION OF FLORIDA

By: /s/ Gary Cocola
- ---------------------------- --------------------------------
Name: Gary Cocola
Title: President
<PAGE> 27

-4-

SCHEDULE A

<TABLE>
<CAPTION>
Date Amount of Loan Amount Repaid Unpaid Balance Notation Made By
<S> <C> <C> <C> <C>
_____ ______________ _____________ ______________ ________________

_____ ______________ _____________ ______________ ________________

_____ ______________ _____________ ______________ ________________
</TABLE>
<PAGE> 28

EXHIBIT 2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT, dated as of this 23rd day of March, 1995, by
and between COCOLA MEDIA CORPORATION OF FLORIDA, a Delaware corporation with
its principal place of business at 706 W. Herndon Avenue, Fresno, California
93650 (the "Debtor"), and PAXSON COMMUNICATIONS CORP., a Delaware corporation
with its principal place of business at 18401 U.S. Highway 19 North,
Clearwater, Florida 34624 (the "Secured Party").

W I T N E S S E T H:

WHEREAS, the Debtor and the Secured Party have entered into a Loan
Agreement dated of even date herewith (the "Agreement"), pursuant to which the
Secured Party has agreed to make a loan to the Debtor (the "Loan");

WHEREAS, the Debtor has executed a promissory note dated of even date
herewith (the "Note"), evidencing its indebtedness to the Secured Party under
the Agreement; and

WHEREAS, the Agreement provides for the Debtor to execute and deliver
this Security Agreement to secure the Note as a condition of making the Loan;

NOW, THEREFORE, in consideration of the promises and agreements
contained herein and the Secured Party's extension of the Loan and the
provision of credit to the Debtor and other valuable consideration, receipt of
which is hereby acknowledged, the Secured Party and the Debtor agree as
follows:

1. GRANT OF SECURITY INTEREST. In order to secure the
payment of any and all amounts lent by the Secured Party to the Debtor pursuant
to the Agreement and the Note, plus interest accrued thereon and all other
obligations of the Debtor as provided by the Agreement (being hereinafter
collectively referred to as the "Obligations"), the Debtor hereby grants to the
Secured Party a first perfected security interest in all of the Debtor's right,
title and interest in and to all of its personal property, both tangible and
intangible and of every kind and description, whether now or hereafter
existing, or now owned or hereafter acquired, and wherever located, and all
proceeds, products, replacements, additions, accessions and/or substitutes
therefor, including, without limitation, all goods, machinery, equipment,
furniture, furnishings, fixtures, inventory, accounts, chattel paper and
general intangibles, as such terms, may be defined in the Uniform Commercial
Code in the jurisdiction in which such assets are located, and, if and when the
Debtor acquires Television Station WHBI-TV, Channel 67, Lake Worth, Florida
(the "Station"), all properties and assets of the Debtor constituting part of
the Station, and the proceeds and products of any and all of the foregoing
assets and properties described in this Section 1, including proceeds of
insurance policies relating to any and all of the foregoing assets and
properties; provided, however, that such security interest does not include any
permits or
<PAGE> 29

-2-

licenses granted by the Federal Communications Commission (the "FCC") to the
extent that the Debtor is prohibited from granting a security interest therein
pursuant to the Communications Act of 1934, as amended, and the regulations
promulgated thereunder, and any other licenses to the extent the transfer or
pledging thereof is prohibited by the granting authority.

All of the foregoing shall be hereinafter referred to as the
"Collateral."

2. WARRANTIES AND COVENANTS OF THE DEBTOR. The Debtor
represents, warrants and covenants that:

(a) the Collateral (and all records pertaining thereto)
will at all times be kept at the Station and the Debtor will not change the
location at which any of the Collateral is usually kept or the location of any
of its chief executive offices or principal place of business without giving
thirty (30) days' prior written notice to the Secured Party;

(b) the Debtor owns and has possession of the Collateral
except that portion to be hereafter acquired;

(c) all the Collateral is genuine and enforceable and,
except as permitted in the Agreement, free from liens, adverse claims, charges,
encumbrances, taxes or assessments, other than the liens created hereby, and
the Debtor shall defend the same against all claims and demands of all persons
at any time claiming against the same or any interests therein adverse to the
Secured Party;

(d) all items of the Collateral comply with applicable
laws, including, where applicable, Federal Reserve Regulations and any state
consumer credit and usury laws;

(e) no financing statement covering any of the
Collateral, and naming any secured party other that the Secured Party, is on
file in any public office;

(f) the Debtor will, at its sole cost and expense,
maintain, replace, repair, service and take other action as may be necessary
from time to time to keep and preserve its inventory, machinery and equipment
in general repair and good working order and any inventory, machinery or
equipment which wears out or is destroyed will be replaced or restored if
necessary for the operation of the business of the Debtor in the ordinary
course. The Debtor will within 10 days notify the Secured Party of any event
comprising significant loss or decrease in the value of the hard assets portion
of the Collateral in excess of $20,000;

(g) the Debtor will comply with all laws, rules and
regulations relating to, and shall pay prior to delinquency, all license fees,
registration fees, taxes and assessments and all other charges, which may be
levied upon or assessed against, or which may become security interests, liens
or other encumbrances upon the ownership, operation, possession or maintenance
of the Collateral; provided that the Debtor shall not be required to comply
with
<PAGE> 30

-3-

any such law, rule or regulation or to pay any such tax or assessment or other
such charge, the validity of which is being contested by the Debtor in good
faith by appropriate proceedings commenced and prosecuted with due diligence
and with respect to which adequate reserves have been established and are being
maintained in accordance with generally accepted accounting principles;

(h) the Debtor will execute and at its expense file and
refile such financing statements, continuation statements and other documents
prepared by the Secured Party in such offices as the Secured Party may deem
necessary or appropriate in order to protect or preserve the Secured Party's
security interest in the Collateral;

(i) the Debtor will not sell, offer to sell, hypothecate
or otherwise dispose of any material part of the Collateral (including
proceeds) subject hereto, or any part thereof or interest therein at any time
other than in the ordinary course of business and in exchange for Collateral of
like value in which the Secured Party shall have a security interest;

(j) the Debtor will at all times keep accurate records
with respect to the Collateral which are as complete and comprehensive as those
which are customarily maintained by those engaged in similar businesses, and
the Secured Party will have the right to inspect such records at such times and
from time to time as the Secured Party may reasonably request;

(k) the Debtor will provide any service and do any other
acts or things necessary to keep the Collateral free and clear of all defenses,
rights of offset and counterclaims. The Secured Party may, at any time prior to
termination hereof, require the Debtor from time to time to deliver to the
Secured Party schedules describing all the Collateral subject hereto,
appropriately assigned and endorsed to the Secured Party;

(l) the Debtor will maintain insurance on the Collateral
as required under Section 6.01(e) of the Agreement. In the event of failure to
provide and maintain insurance as herein provided, the Secured Party may, at
its option, provide such insurance and the Debtor hereby promises to pay the
Secured Party on demand the amount of any disbursements made by the Secured
Party for such purpose. Risk of loss or damage shall accrue to the Debtor to
the extent of any deficiency in any effective insurance. The Debtor shall
furnish to the Secured Party certificates or other evidence satisfactory to the
Secured Party of compliance with the foregoing insurance provisions. The Debtor
shall give immediate written notice to the Secured Party and to the insurers of
any loss or damage to the Collateral or any part thereof in excess of $20,000
and shall promptly file all necessary or appropriate proof of loss with the
insurers. Any amounts collected or received under any such insurance policies
may be applied by the Debtor either to the replacement or restoration of the
Collateral or to any of the Obligations secured hereby in the manner provided
in Section 8 hereof; and
<PAGE> 31

-4-

(m) the Debtor shall not change its name, identity or
corporate structure, voluntarily or involuntarily.

3. AUTHORITY TO COLLECT. Except as otherwise hereinafter
set forth, unless and until the occurrence of an event which constitutes an
Event of Default hereunder or which upon the giving (or receiving) of notice or
the lapse of time or both would constitute such an Event of Default, the Debtor
shall continue to collect, at its own expense, all amounts due and to become
due under any accounts, chattel paper, or general intangibles and in connection
therewith may take such action as it may deem necessary, advisable, convenient
or proper for the enforcement, collection, adjustment, settlement or compromise
thereof.

4. EVENTS OF DEFAULT. The occurrence of an Event of
Default hereunder shall be as defined in the Agreement.

5. REMEDIES. Upon the occurrence of an Event of
Default, the Secured Party shall have the right to declare immediately due and
payable all of the Obligations, as provided in the Agreement, without other
notice or demand, and to terminate any commitments to make loans or otherwise
extend credit to the Debtor. The Secured Party shall have all the rights and
remedies of a secured party under the Uniform Commercial Code and all other
rights, privileges, powers and remedies provided by law or equity.

Without limiting the generality of the foregoing, after the
occurrence of an Event of Default:

(a) the Secured Party shall have the power to notify the
account debtor or debtors obligated under any accounts, chattel paper, and
general intangibles of the assignment of such accounts, chattel paper, and
general intangibles to the Secured Party and of its security interest therein
and to direct such account debtor or debtors to make payment of all amounts due
or to become due to the Debtor thereunder directly to the Secured Party and,
upon such notification to the account debtor or debtors, to enforce collection
of any thereof in the same manner and to the same extent as the Debtor might
have done. The funds so collected shall be held as security for the payment of
the Obligations secured hereby and applied in the manner provided in Section 8
hereof.

The Debtor hereby constitutes and appoints the Secured Party
as its true and lawful attorney, in the place and stead of the Debtor and with
full power of substitution, either in the Secured Party's own name or in the
name of the Debtor, to ask for, demand, collect, receive and give acquittance
for any and all monies due or to become due under and by virtue of any account,
chattel paper, and general intangibles, to endorse checks, drafts, orders and
other instruments for the repayment of monies payable to the Debtor on account
thereof, and to settle, compromise, prosecute or defend any action, claim or
proceeding with respect thereto and to sell, assign, pledge, transfer and make
any agreement respecting, or otherwise deal with, the same; provided, however,
that nothing herein contained shall be
<PAGE> 32

-5-

construed as requiring or obligating the Secured Party to make any demand, or
to make any inquiry as to the nature or sufficiency of any payment received by
it, or to present or file any claim or notice or to take any action with
respect to any account, chattel paper, or general intangible or the monies due
or to become due thereunder or the property covered thereby, and no action
taken or omitted to be taken by the Secured Party with respect to any account,
chattel paper, or general intangible shall give rise to any defense,
counterclaim or set off in favor of the Debtor or to any claim or action
against the Secured Party;

(b) the Debtor will deliver to the Secured Party from
time to time, as requested by the Secured Party, current lists of the
Collateral;

(d) the Debtor will collect, assemble and deliver all of
the Collateral and books and records pertaining thereto, to the Secured Party
at a reasonably convenient place designated by the Secured Party; and

(e) the Secured Party may, to the extent permitted by
law, enter onto the Debtor's premises and take possession of the Collateral,
and assign, sell, lease or otherwise dispose of the Debtor's interest in the
Collateral in a commercially reasonable manner for the account of the Debtor
and the Debtor shall then be liable for the difference between the payments and
other amounts due under the Agreement and amounts received pursuant to such
assignment or contract of sale or lease or other disposition of the Debtor's
interest in the Collateral and the amount of such difference shall then be
immediately due and payable. The Secured Party may, in its sole discretion,
designate a custodian or agent to take physical possession of the Collateral.
The Secured Party shall give the Debtor reasonable notice of the time and place
of any public sale of the Collateral or the time after which any private sale
or other intended disposition thereof is to be made. The requirement of
reasonable notice shall be met if notice of the sale or other intended
disposition is mailed, by first class mail, postage prepaid, to the Debtor at
its address set forth in Section 16 hereof or such other address as the Debtor
may by notice have furnished the Secured Party in writing for such purpose, at
least thirty (30) days prior to the time of such sale or other intended
disposition.

All notices of public or private sale shall specify that the
assignment of the broadcast license(s) of the Station must first be approved by
the FCC and such notice shall be given to all persons attending a public sale.
The Debtor agrees that it will join and cooperate fully with the Secured Party
or with the successful bidder or bidders at any public or private sale in the
filing of an application, and furnishing any additional information that may be
required in connection with the application with the FCC, requesting the FCC's
prior approval of the assignment of the licenses of the Station to the Secured
Party or the successful bidder or bidders. The Debtor will take such further
actions, or cause such further actions to be taken that may be necessary or
desirable to obtain such FCC approval
<PAGE> 33

-6-

and will execute and deliver, or will cause the execution and delivery of, all
applications, certificates, instruments and other documents that may be
necessary or desirable in connection with such approval. The parties agree that
the Collateral and license(s) shall not be assigned and transferred to separate
parties.

Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of the Debtor, and the
Debtor hereby waives (to the extent permitted by law) all rights of redemption,
stay and/or appraisal which it now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.

6. POWERS OF THE SECURED PARTY. The Debtor appoints the
Secured Party its true attorney in fact to perform any of the following powers,
which are coupled with an interest, and are irrevocable until termination of
this Security Agreement and may be exercised by the Secured Party's officers
and employees, or any of them, upon the occurrence of an Event of Default
hereunder:

(a) to perform any obligation of the Debtor hereunder in
the Debtor's name or otherwise;

(b) to give notice of the Secured Party's rights in the
Collateral, to enforce the same, and make extension agreements with respect
thereto;

(c) to release persons liable on the Collateral and to
give receipts and acquittance and compromise disputes in connection therewith;

(d) to release security;

(e) to resort to security in any order;

(f) to prepare, execute, file, record or deliver notes,
assignments, schedules, designation statements, financing statements,
continuation statements, termination statements, statements of assignment and
applications or registration or like papers to perfect, preserve or release the
Secured Party's interest in the Collateral;

(g) to verify facts concerning the Collateral by inquiry
of obligors thereon, or otherwise;

(h) to endorse, collect, deliver and receive payment
under instruments for the payment of money constituting or relating to
Collateral;

(i) to prepare, adjust, execute, deliver and receive
payment under insurance claims;
<PAGE> 34

-7-

(j) to exercise all rights, powers and remedies which the
Debtor would have, but for this Security Agreement, under all of the Collateral
subject to this Security Agreement; and

(k) to do all acts and things and execute all documents
in the name of the Debtor or otherwise, deemed by the Secured Party as
necessary, proper and convenient in connection with the preservation,
perfection or enforcement of its rights hereunder.

7. REMITTANCES. The Debtor agrees that upon the
occurrence and during the continuance of an event which constitutes an Event of
Default or which upon the giving (or receiving) of notice or lapse of time of
both would constitute such an Event of Default, all cash or proceeds received
by the Debtor as a result of the sale, lease or other disposition of any
Collateral, whether received by the Debtor in the exercise of its collection
rights hereunder or otherwise, shall be remitted to the Secured Party or
deposited to an account for the benefit of the Secured Party (according to its
instructions) in the form received (properly endorsed to the order of the
Secured Party or for collection in accordance with the Secured Party's
instructions) not later than the banking business day following the day of
receipt, to be held as security for the payment of the Obligations secured
hereby and applied by the Secured Party as provided in Section 8 hereof. The
Debtor agrees not to commingle any such collections or proceeds with any of its
other funds or property and agrees to hold the same upon an express trust for
the Secured Party until remitted to the Secured Party.

8. APPLICATION OF PROCEEDS. Except as expressly provided
elsewhere in this Security Agreement, all proceeds of the sale of the
Collateral by the Secured Party hereunder, and all other monies received by the
Secured Party pursuant to the terms of this Security Agreement (whether through
the exercise by the Secured Party of its rights of collection or otherwise),
including, but not limited to, any awards or other amounts payable upon any
condemnation or taking by eminent domain, shall be applied, as promptly as is
practicable after the receipt thereof by the Secured Party as follows:

FIRST: to the payment of all fees and expenses incurred by the Secured
Party or any custodian appointed hereunder, if not previously paid by the
Debtor, and all expenses incurred by the Secured Party in connection with any
sale of the Collateral, including, but not limited to, the expenses of taking,
advertising, processing, preparing and storing the Collateral to be sold, all
court costs and fees and expenses of counsel to the Secured Party in connection
therewith, to the payment of all expenses to be paid by the Debtor pursuant to
Section 17 of this Security Agreement, and to the payment of all amounts for
which the Secured Party is entitled to indemnification hereunder and all
advances made by the Secured Party hereunder to the account of the Debtor and
the payment of all costs and expenses paid or incurred by the Secured Party in
connection with the exercise of any right or remedy hereunder, to the extent
that such advances, costs and expenses shall not theretofore have been
reimbursed to the Secured Party by the Debtor;
<PAGE> 35

-8-

SECOND: to the payment to the Secured Party of the interest then due
and payable on the Note;

THIRD: to the payment to the Secured Party of the principal then due
and payable on the Note;

FOURTH: to the payment to the Secured Party of any other amount owing
to the Secured Party under the Agreement and any other documents related
thereto or under any other agreement of the Debtor with the Secured Party; and

FIFTH: only if all of the foregoing have been paid in full, to the
Debtor.

Notwithstanding the sale or other disposition of any Collateral by the
Secured Party hereunder, the Debtor shall remain liable for any deficiency.

9. RIGHTS CUMULATIVE. The rights, privileges, powers and
remedies of the Secured Party shall be cumulative and no single or partial
exercise of any of them shall preclude the further or other exercise of the
same or any other of them. No delay or failure of the Secured Party in
exercising any right, power, privilege or remedy hereunder shall affect such
right, power, privilege or remedy. Nor shall any single or partial exercise of
any right, power, privilege or remedy or any abandonment or discontinuance of
steps to enforce such right, power, privilege or remedy affect such right,
power, privilege or remedy. Any waiver, permit, consent or approval of any kind
by the Secured Party of any default hereunder, or any such waiver of any
provisions or conditions hereof, must be in writing and shall be effective only
to the extent set forth in writing and shall not constitute a waiver of any
subsequent or other default. Failure of the Secured Party to insist upon strict
performance or compliance by the Debtor of any covenants, warranties or
agreements in this Security Agreement shall not constitute a waiver of any
subsequent or other failure to perform or comply with any covenants, warranties
or agreements.

10. CONTINUING AGREEMENT. This is a continuing agreement
and shall remain in full force and effect and be binding upon the Debtor and
the successors and assigns of the Debtor until all of the Obligations shall
have been fully satisfied and discharged.

11. REINSTATEMENT OF AGREEMENT. If the Secured Party
shall have proceeded to enforce its rights under this Security Agreement and
such proceedings shall have been discontinued or abandoned for any reason prior
to the issuance of any judgment or award, then the Debtor and the Secured Party
shall be restored respectively to their positions and rights hereunder, and all
rights, remedies and powers of the Debtor and the Secured Party shall continue
as though no such proceeding had been initiated. In the event of litigation
arising under this Security Agreement, the prevailing party shall be entitled
to, in addition to all other damages and remedies, reasonable attorneys' fees.
<PAGE> 36

-9-

12. ASSIGNMENT. The Secured Party may assign and transfer
any of the Obligations of the Debtor and may deliver the Collateral, or any
part thereof, to the assignee or transferee of any such obligation, who shall
become vested with all the rights, remedies, powers, security interests and
liens herein granted to the Secured Party in respect thereto; and the Secured
Party shall thereafter be relieved and fully discharged from any liability or
obligation under this Security Agreement. The Debtor shall not have the right
to assign this Security Agreement without the prior written consent of the
Secured Party.

13. DUTIES WITH RESPECT TO COLLATERAL. With respect to
the Collateral, the Secured Party shall be under no duty to send notices,
perform services, pay for insurance, taxes or other charges or take any action
of any kind in connection with the management thereof and its only duty with
respect thereto shall be to use reasonable care in its custody and preservation
while in its possession, which shall not include any steps necessary to
preserve rights against prior parties.

14. PERFORMANCE OF OBLIGATIONS BY THE SECURED PARTY. If
the Debtor shall fail to do any act or thing which it has covenanted to do
hereunder, or if any representation or warranty of the Debtor shall be
breached, the Secured Party may (but shall not be obligated to) perform such
act or thing on behalf of the Debtor or cause it to be done or remedy any such
breach, and there shall be added to the liabilities of the Debtor hereunder the
cost or expense incurred by the Secured Party in so doing, and any and all
amounts expended by the Secured Party in taking any such action shall be
repayable to it upon demand being made to the Debtor therefore and shall bear
interest at the rate provided for in the Note, from and including the date
advanced to the date of repayment.

15. MISCELLANEOUS. After due consideration and
consultation with its attorneys, the Debtor voluntarily and knowingly, to the
extent permitted by law, agrees as follows: (a) the Debtor waives, except as
expressly provided in the Agreement, presentment, protest, notice of protest,
notice of dishonor and notice of nonpayment with respect to the Collateral to
which the Secured Party is entitled hereunder; (b) the Debtor waives any right
to direct the application of payments or security for the Obligations of the
Debtor hereunder, or the indebtedness of customers of the Debtor, and any right
to require proceedings against others or to require exhaustion of the security;
(c) the Debtor consents to the extension or forbearance of the terms of the
Obligations or indebtedness of customers, the release or substitution of
security, and the release of guarantors, if any; and (d) the Debtor waives
notice or a judicial hearing prior to the exercise by the Secured Party of any
right or remedy provided by this Security Agreement and also waives its rights,
if any, to set aside or invalidate any sale duly consummated in accordance with
the provisions of this Security Agreement on the grounds that the sale was
consummated without a prior judicial hearing.

16. NOTICES. All notices or demands of any kind which may
be required or which the Secured Party desires to serve upon the Debtor under
the terms of this Security Agreement shall be served upon the Debtor by
personal service or by mailing a copy thereof
<PAGE> 37

-10-

by first class mail, postage prepaid, addressed to the Debtor, at the address
set forth in Section 8.04 of the Agreement. Service by mail shall be determined
to be effective when deposited in the mails.

17. EXPENSES. The Debtor agrees to pay on demand all
fees, costs and expenses of the Secured Party, or of any custodian or agent
designated by the Secured Party, including the fees and out-of-pocket expenses
of legal counsel, independent public accountants and other outside experts
retained by the Secured Party in connection with the enforcement of this
Security Agreement or any other instrument or document delivered pursuant
hereto.

18. LAW APPLICABLE. This Security Agreement shall be
governed by and construed in accordance with the laws of the State of Florida
other than the conflicts of law provisions thereof, except that the law of the
State of Florida shall govern the enforcement of rights and remedies. The
exclusive venue and jurisdiction of any litigation arising under this Security
Agreement shall be in the state or federal district court for the district
including Palm Beach, Florida.

19. SEVERABILITY OF PROVISIONS. If any provision of this
Security Agreement shall be held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or any remaining provisions of this Security Agreement.
<PAGE> 38

-11-

IN WITNESS WHEREOF, the parties hereto have caused this
Security Agreement to be duly executed as of the day and year first written
above.

WITNESS: COCOLA MEDIA CORPORATION OF
FLORIDA

_______________________________ By:__________________________
Name:________________________
Title:_______________________

WITNESS: PAXSON COMMUNICATIONS CORP.

_______________________________ By:__________________________
Name:________________________
Title:_______________________

<PAGE> 39

EXHIBIT 3

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT, made and entered into as of
this 23rd day of March, 1995 by and between GARY COCOLA, an individual (the
"Pledgor"), and PAXSON COMMUNICATIONS CORP., a Delaware corporation (the
"Pledgee");

W I T N E S S E T H:

WHEREAS, Cocola Media Corporation of Florida (the "Company") and the
Pledgee have entered into that certain Loan Agreement of even date herewith
(the "Agreement");

WHEREAS, the Agreement provides for the Pledgee to make a loan (the
"Loan") to the Company;

WHEREAS, the Pledgor is the sole shareholder of the Company and
therefore will obtain a material benefit from the extension of credit to the
Company pursuant to the Agreement; and

WHEREAS, the Agreement provides for the Pledgor to enter into this
Pledge Agreement as additional security for the Loan;

NOW, THEREFORE, in consideration of loans, credit or other financial
accommodation extended or continued from time to time to the Company by the
Pledgee, the Pledgor does hereby agree as follows:

1. PLEDGE.

(a) The Pledgor hereby grants to the Pledgee
a first priority security interest in and pledges, assigns and delivers the
stock certificate(s) described in Exhibit A annexed hereto, constituting all
the issued and outstanding shares of stock of the Company owned by the Pledgor
(the "Stock"), accompanied by stock powers, duly executed in blank.

(b) The Pledgor and the Pledgee agree that
the Stock shall be held on the terms and conditions hereinafter set forth as
collateral security for the obligations of the Company to the Pledgee under the
Agreement and the promissory note issued pursuant thereto (the "Note").

2. REPRESENTATIONS AND WARRANTIES. The Pledgor
represents and warrants to the Pledgee as follows:

a) that the Stock constitutes all of the
issued and outstanding capital stock of the Company;
<PAGE> 40

-2-

b) that the Stock is validly issued, fully
paid and nonassessable and is not subject to any liens, charges or encumbrances
whatsoever;

c) that there are no existing options,
warrants or other rights to purchase the Company's stock;

d) that the execution, delivery and
performance of this Pledge Agreement will not conflict with, result in a breach
of or constitute a default under any indenture or agreement to which the
Pledgor or the Company is a party or by which it is bound, or result in the
creation or imposition of any lien, charge or encumbrance of any nature
whatsoever on any of its property or assets;

e) this Pledge Agreement constitutes the
legal, valid and binding obligation of the Pledgor, enforceable in accordance
with its terms;

f) the Pledgor has all requisite power and
authority to enter into this Pledge Agreement and to carry out the transactions
contemplated hereby; and

g) no consent or approval of any person or
entity, other than the Federal Communications Commission (the "FCC"), is or will
be required in connection with the execution, delivery and performance of this
Pledge Agreement.

3. TERM. The Pledgee shall hold the Stock as
security for the performance by the Company of its obligations and liabilities
under the Agreement and the Note, and the Stock shall be held by the Pledgee
until the principal and interest due on the Note are paid in full and the Loan
Agreement shall have terminated, at which time the Pledgee shall deliver the
Stock to the Pledgor free and clear of this Pledge Agreement, and this Pledge
Agreement shall thereupon terminate.

4. VOTING. While the certificates representing
the Stock continue to be held by the Pledgee, such certificates shall remain in
the name of the Pledgor and the Pledgor shall have and exercise all rights of
ownership, including the right to vote the Stock. If an Event of Default, as
such term is defined in the Agreement, the provisions of which Agreement are
hereby incorporated by reference herein, shall occur, in addition to the
remedies set forth in Section 6 hereof, the Pledgee shall be entitled, subject
to the prior approval of the FCC, to vote and exercise all of the power of an
owner with respect to the Stock and receive, on account of the obligations
evidenced by the Note, all sums distributed by the Company with respect to the
Stock.

5. STOCK ADJUSTMENTS. The Pledgor agrees that in
the event that during the term of this Pledge Agreement any stock dividend,
reclassification, readjustment or other change is declared or made with respect
to the Stock, or any subscription, warrant or other option is exercisable with
respect to the Stock, it shall cause all new, substituted or additional shares
or other securities issued by reason of any such change or option to be
<PAGE> 41

-3-

delivered to the Pledgee and to be held by the Pledgee under the terms of this
Pledge Agreement in the same manner as the shares of Stock originally pledged
hereunder. There likewise shall be deposited with the Pledgee, to be added to
the pledged property and subject to the pledge, any and all additional issued
shares of the Company to the Pledgor by way of stock dividend, stock splits,
stock rights, new securities or otherwise, to the end that the Pledgee will at
all times hold, subject to the pledge, all the issued and outstanding stock of
the Company owned by the Pledgor.

6. REMEDIES. If an Event of Default, as such
term is defined in the Agreement, shall occur, the Pledgee may, after thirty
(30) days' prior written notice to the Pledgor, sell, assign and deliver the
whole or, from time to time, any part of the Stock or any interest or part
thereof, at any private sale or at public auction, for cash, or credit or for
other property, for immediate or future delivery, and for such price or prices
and on such terms as the Pledgee reasonably may determine to be commercially
reasonable. The Pledgee shall give the Pledgor reasonable notice of the time
and place of any public sale of the Stock or the time after which any private
sale or other intended disposition thereof is to be made. The requirement of
reasonable notice shall be met if notice of such sale or other intended
disposition is mailed, by certified or registered mail, return receipt
requested, to the Pledgor at the address set forth in Section 9 at least thirty
(30) days prior to the time of such sale or other intended disposition;
provided that all notices of such sale shall specify that transfer of any stock
interest representing control of the Company must first be approved by the FCC
and similar notice shall be given to all those attending such sale. The Pledgor
hereby waives and releases any and all right or equity of redemption whether
before or after sale hereunder. At any such sale the Pledgee may bid for and
purchase for its own account the whole or any part of the Stock so sold, free
from any such right or equity of redemption. After obtaining all required
consents from the FCC and upon completion of the sale, Pledgee shall deliver
the Stock, or any portion thereof, to the purchaser or purchasers thereof. The
net proceeds of any such sale shall be applied as follows:

i) First, to the expenses of the sale and
enforcement of this Pledge Agreement, including but not limited to, the
expenses of advertising, preparing and prosecuting any necessary FCC
application, and attorneys' fees and expenses;

ii) Second, to the payment of interest under
the Note;

iii) Third, to the payment of the principal
of the Note; and

iv) Fourth, only after payment in full of
the above, to the payment to the Pledgor of any excess proceeds, along with any
shares of the Stock remaining unsold, subject to the receipt of notice of and
the provisions of any other agreement between the parties with respect to the
disposition of said excess proceeds or unsold shares. Notwithstanding the sale
or other disposition of the Stock by the Pledgee hereunder, the Company shall
remain liable for any deficiency.
<PAGE> 42

-4-

The Pledgor and the Pledgee hereby agree to use good
faith efforts to answer FCC inquiries, if any, with respect to obtaining the
aforementioned FCC approvals and shall otherwise seek said approvals
diligently, each taking all steps reasonably necessary or desirable to expedite
the procurement of such approvals. Neither failure nor delay on the part of the
Pledgee to exercise any right, remedy, power or privilege provided for herein
or by statute or at law or in equity shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, remedy, power or
privilege preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. Any other provision of this Pledge
Agreement notwithstanding, any foreclosure of or disposal of the Stock under
the terms of this Pledge Agreement upon the occurrence of an Event of Default
under the Agreement shall be made pursuant to Section 310 of the Communications
Act of 1934, as amended, and to the applicable rules and regulations of the
FCC, as amended, and, if and to the extent required, after prior written
approval of the FCC.

7. ENCUMBRANCES. During the term of this Pledge
Agreement specified in Section 3, the Pledgor shall not sell, assign, transfer
or otherwise dispose of, grant any option with respect to, or mortgage, pledge
or otherwise encumber the Stock unless said mortgage, pledge or encumbrance is
subject to a subordination agreement satisfactory to the Pledgee.

8. MISCELLANEOUS.

8.1 Transfer taxes, if any, applicable to any
transfer of shares of Stock upon the occurrence of an Event of Default or upon
termination of the Pledge Agreement shall be payable by the person or persons
to whom the shares are being transferred, provided, however, that the Pledgor
agrees to reimburse the Pledgee promptly for all such transfer taxes which the
Pledgee may be required to pay.

8.2 No single or partial exercise of any
power hereunder shall preclude other or future exercise thereof or the exercise
of any other power. The holder of the Note may proceed against any portion of
the security held therefor in such order and in such manner as the holder may
see fit, without waiver of any rights with respect to any other security.

8.3 The Pledgee may deal in any manner
with the Note, the Agreement or any other agreement required thereby without
notice except to the extent notice is otherwise required to or the consent of
the Pledgor, including, without limitation, in the following manner:

(a) to modify, supplement or
otherwise change any terms of the Note, the Agreement or any such other
agreement (subject to any right of the Company or any other party to the
agreement to consent to any modification of or supplement or change to any such
terms); to grant any extension or renewal of the Note, the Agreement or such
other agreement; to grant any other waiver or indulgence with respect to
<PAGE> 43

-5-

the Note, the Agreement or such other agreement and to effect any release,
compromise or settlement with respect to the Note, the Agreement or such other
agreement; and

(b) to consent to the substitution,
exchange or release of all or any part of any other security (other than the
Stock) at any time held by the Pledgee as security or surety for the
obligations secured hereby.

9. NOTICES. All notices required to be sent
hereunder shall be in writing and shall be sent by registered mail, return
receipt requested, to the parties as follows:

To the Pledgor:

Mr. Gary Cocola
Cocola Media Corporation of Florida
706 W. Herndon Avenue
Fresno, California 93650

To the Pledgee:

Lowell W. Paxson
Paxson Communications Corp.
18401 U.S. Highway 19 North
Clearwater, Florida 34624

Addresses may be changed by notice in writing to the other parties.

10. CHOICE OF LAW, ETC. This Pledge Agreement
shall be construed and enforced under and governed by the laws of the State of
Florida, other than the conflicts of law provisions thereof. The parties agree
to the exclusive jurisdiction and venue of the state or federal district court
for the district including Palm Beach, Florida. This Pledge Agreement embodies
the entire agreement and understanding between Pledgor and Pledgee and
supersedes all prior agreements and understandings relating to the subject
matter hereof, and this Pledge Agreement may not be modified or amended or any
term or provision hereof waived or discharged except in writing signed by the
party against whom such amendment, modification, waiver or discharge is sought
to be enforced. This Pledge Agreement shall be binding on the successors,
assigns, and legal representatives of the parties hereto and shall inure to the
benefit of and be enforceable by their successors, assigns, and legal
representatives; provided, however, that neither the Stock nor this Pledge
Agreement may be assigned or transferred in whole or in part, voluntarily or
involuntarily, by the Pledgor without the prior written consent of the Pledgee,
and the Pledgee may assign this Pledge Agreement and all of its rights
hereunder without any consent of the Pledgor. The headings of this Pledge
Agreement are for the purpose of reference only and shall not limit or
otherwise affect the meaning hereof. The Pledgor shall take such further
actions as may be
<PAGE> 44

-6-

reasonably requested by the Pledgee from time to time in order to perfect the
security interest of the Pledgee hereunder and to assure and confirm onto the
Pledgee its rights, powers and remedies hereunder.
<PAGE> 45

-7-

IN WITNESS WHEREOF, the parties hereto have caused
this instrument to be executed on their behalf all as of the day and year first
above mentioned.

WITNESS: GARY COCOLA

____________________________ By:__________________________

WITNESS: PAXSON COMMUNICATIONS CORP.

____________________________ By:__________________________
Name:________________________
Title:_______________________

<PAGE> 46

EXHIBIT A

Description of Stock

______ shares of common stock of the Company
issued in the name of Gary Cocola
represented by Share Certificate No. 1.

<PAGE> 1

EXHIBIT 10.81

<PAGE> 2

EXHIBIT 10.81

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT is dated as of January 31, 1996, by and
between TeleSouth Communications, Inc., a Mississippi corporation ("Buyer"),
and Lowell W. Paxson and Paxson Networks, Inc., a Florida corporation
(collectively the "Seller").

RECITALS

A. Seller owns and operates the South Carolina Radio Network (the
"Network").

B. Seller desires to sell, and Buyer wishes to buy, substantially all
the assets that are used or useful in the business or operations of the
Network, for the price and on the terms and conditions set forth in this
Agreement.

AGREEMENTS

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

SECTION 1 DEFINITIONS

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

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

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

"Assumed Contracts" means (i) those Contracts listed in Schedule 3.6
which are to be assumed by Buyer upon its purchase of the Network, (ii) any
Contracts entered into by Seller between the date of this Agreement and the
Closing Date that Buyer agrees in writing to assume, and (iii) time sales
contracts entered into by Seller in compliance with Section 5.3.

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

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

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

"Contracts" means all contracts, leases, non-governmental licenses,
and other agreements to which Seller is a party or which are binding upon
Seller and which relate to or affect the Assets or the business or operations
of the Network, and (I) which are in effect on the date of this Agreement or
(ii) which are entered into by Seller between the date of this Agreement and
the Closing Date.

"Purchase Price" means the purchase price specified in Section 2.3.
<PAGE> 3

"Real Property" means all real property which are used or useful in
the business or operations of the Network, together with any additions thereto
between the date of this Agreement and the Closing Date.

"Tangible Personal Property" means all machinery, equipment, tools,
vehicles, furniture, leasehold improvements, office equipment, plant,
inventory, spare parts, and other tangible personal property which is used or
useful in the conduct of the business or operations of the Network, together
with any additions thereto between the date of this Agreement and the Closing
Date including, but not limited to, those items set forth on Schedule 3.5.

SECTION 2 PURCHASE AND SALE OF ASSETS

2.1 Agreement to Sell and Buy. Subject to the terms and conditions
set forth in this Agreement, Seller hereby agrees to sell, transfer, and
deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the
tangible and intangible assets used or useful in connection with the conduct of
the business or operations of the Network, together with any additions thereto
between the date of this Agreement and the Closing Date, but excluding the
assets described in Section 2.2, free and clear of any claims, liabilities,
security interests, mortgages, liens, pledges, conditions, charges, or
encumbrances of any nature whatsoever (except for liens for current taxes not
yet due and payable), including, but not limited to, the following:

(a) The Tangible Personal Property;

(b) The Real Property;

(d) All contracts and contract rights of Seller which pertain
to or benefit the South Carolina Radio Network operations or associated with
the South Carolina Radio Network, including, but not limited to, all contracts
specifically assigned herein and all advertising contracts, leases,
distribution agreements and all other contracts, understandings or agreements,
provided that the assignment of such contracts, understandings or agreements to
Buyer shall create no obligations on Buyer except as expressly set forth in
Section 2.5;

(e) All rights of Seller under any and all licenses or permits
issued by any governmental agency, whether state or federal, which pertain to
the operations of the Network;

(f) The administrative, sales, programming and technical
records of the Network including, but not limited to, employment records, and
program and technical logs maintained in the ordinary course of such
operations; and

(g) All goodwill and other general intangibles including, but
not limited to, the right to use those names specified in Section 2.7.

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

(a) Seller's cash on hand as of the Closing and all other
cash in any of Seller's bank or savings accounts and the Accounts Receivable;

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<PAGE> 4

(b) All books and records that Seller is required by law to
retain and that pertain to Seller's organization, provided that Buyer shall
have reasonable access to and the right to copy such records which pertain to
the Network; and

(c) Any pension, profit-sharing, or employee benefit plans,
and any collective bargaining agreements, provided that Buyer shall have
reasonable access to and the right to copy such records which pertain to the
Network.

(d) All property listed on Schedule 2.2, attached hereto.

2.3 Purchase Price. The Purchase Price for the Assets shall be One
Hundred Fifty Thousand Dollars ($150,000), adjusted as provided below:

Prorations. The Purchase Price shall be increased or decreased as
required to effectuate the proration of expenses. All expenses arising from
the operation of the Network, including business and license fees, utility
charges, real and personal property taxes and assessments levied against the
Assets, and similar prepaid and deferred items, shall be prorated between Buyer
and Seller in accordance with the principle that Seller shall be responsible
for all expenses, costs, and liabilities allocable to the period prior to the
Closing Date as determined on an accrual basis method of accounting, and Buyer
shall be responsible for all expenses, costs, and obligations allocable to the
period on and after the Closing Date as determined on an accrual basis method
of accounting.

2.4 Payment of Purchase Price. The Purchase Price, as adjusted,
shall be paid by Buyer to Seller at Closing by certified check or wire transfer
of same-day funds.

2.5 Assumption of Liabilities and Obligations. As of the Closing
Date, Buyer shall assume and undertake to pay, discharge, and perform all
obligations and liabilities of Seller under the Assumed Contracts insofar as
they relate to the time on and after the Closing Date, and arise out of events
related to Buyer's ownership of the Assets or its operation of the Network on
or after the Closing Date. Except for the Assumed Contracts listed on Schedule
3.6, Buyer shall assume no liability, obligation or expense of Seller
including, but not limited to, any action arising out of tort, contract, equity
or otherwise whether expressed or implied, written or oral. Further, Buyer
shall not assume liability or any obligation for contracts for the future
employment of current employees or accrued employee benefits, including, but
not limited to, severance pay, vacation time, sick leave or pension and profit
sharing.

2.6 Non-Compete Agreement. The parties hereto recognize that Seller
has operated the Network for a number of years, and that Seller is familiar
with the radio network broadcasting business in the South Carolina area.
Therefore, as an integral part of this Agreement, Seller agrees to execute a
Non-Competition Agreement at Closing in the form of Schedule 2.6. The
consideration for this Non-Competition Agreement shall be Five Thousand and
no/100 ($5,000.00) Dollars, such amount to be included in the Purchase Price
paid on the Closing Date.

2.7 Trade Names. Seller agrees that Buyer shall have, after the
Closing Date, the exclusive use of the names South Carolina Network, South
Carolina News Network, and South Carolina Radio Network, and Seller will not at
any time after the Closing Date use such names or any similar name. Seller
further agrees at Closing to assign any and all rights it may have to said
names and take any and all steps necessary to transfer the rights to said names
with any public office or agency where

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<PAGE> 5

same is registered. Buyer acknowledges that Seller has not requested formal
registration of these names with any governmental agency.

2.8 Assignment of Contracts. As of the Closing Date, Seller shall
assign to Buyer any and all rights, titles and interest it may have to the
Contracts described in Section 2.1(d) above and the Assumed Contracts.

2.9 Agreement to Uplink. Seller currently uplinks the broadcasts of
the Network through its business operations in the State of Tennessee. In
consideration of the monthly sum of Six Thousand Dollars ($6,000) to be paid by
Buyer to Seller on or before the tenth (10th) day of each month until canceled,
Seller agrees to continue uplinking the broadcasts of the Network under its
current procedure for a period not to exceed six (6) months from and after
Closing Date. Buyer may cancel the provisions of the Section 2.9 at any time
by giving written notice to Seller of such cancellation.

2.10 Agreement with CBSI. Seller currently has an agreement with CBSI
which has expired and is currently being utilized by Seller on a month-to-month
basis. In consideration for $150.00 per month to be paid by Buyer to Seller on
or before the tenth (10th) day of each month until canceled, Seller agrees to
allow Buyer to utilize the benefits of such contract for a period not to exceed
six (6) months from and after Closing Date. Buyer may cancel the provisions of
this Section 2.10 at any time by giving thirty (30) days prior written notice
to Seller of such cancellation.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1 Organization, Standing, and Authority. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Florida. Seller has all requisite power and authority (I) to own,
lease, and use the Assets as now owned, leased, and used, (ii) to conduct the
business and operations of the Network as now conducted, and (iii) to execute
and deliver this Agreement, and the documents contemplated hereby and to
perform and comply with all of the terms, covenants, and conditions to be
performed and complied with by Seller hereunder.

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

3.3 Absence of Conflicting Agreements. Subject to obtaining the
Consents listed on Schedule 3.3, the execution, delivery, and performance of
this Agreement and the documents contemplated hereby do not require the consent
of any third party.

3.4 Title to and Condition of Real Property. Schedule 3.4 contains a
complete and accurate description of all the Real Property and Seller's
interests therein.

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<PAGE> 6

3.5 Title to and Condition of Tangible Personal Property. Schedule
3.5 lists all material items of Tangible Personal Property. As of Closing
Date, all Assets transferred or to be transferred to Buyer under this Agreement
are owned by Seller, free and clear of all liens, encumbrances or restrictions
of any kind whatsoever, and do not require the consent of any third party to
make such transfer. The Assets listed on Schedule 3.5, together will all
improvements, replacements and additions thereto from the date hereof to the
Closing Date, will, at Closing, constitute all the tangible personal property
owned by Seller which is used in the operation of the Network. Further, all
equipment or items, including, but not limited to, those listed on Schedule 3.5
conveyed to Buyer are in good working condition.

3.6 Assumed Contracts. Schedule 3.6 is a true and complete list of
all Assumed Contracts except contracts with advertisers for the sale of
advertising time on the Network for cash at prevailing rates and which have not
been prepaid and which may be canceled by the Network without penalty on not
more than thirty days' notice. Seller has delivered to Buyer true and complete
copies of all written Assumed Contracts.

3.7 Financial Statements. Schedule 3.7 hereto contains true and
complete copies of financial statements including balance sheets, statements of
operations and a statement of operating cash flow for the period ending
December 31, 1995 (collectively, the "Financial Statements"). Such Financial
Statements were prepared in accordance with generally accepted accounting
principles.

3.8 Broker. Neither Seller nor any person acting on Seller's behalf
has incurred any liability for any finders' or brokers' fees or commissions in
connection with the transactions contemplated by this Agreement, except for a
commission payable by Buyer to The Connelly Company.

3.9 Full Disclosure. No representation or warranty made by Seller in
this Agreement or in any certificate, document, or other instrument furnished
or to be furnished by Seller pursuant hereto contains or will contain any
untrue statement of a material fact, or omits or will omit to state any
material fact and required to make any statement made herein or therein not
misleading.

3.10 No Breach of Contracts Assigned. As of closing Date, Seller has
not breached in any material respect, nor is it in default under the terms of
any Assumed Contract.

3.11 No Legal Actions. As of Closing Date, there are no actions,
suits or proceedings pending or, to the knowledge of Seller, threatened against
it at law or in equity or before any Federal, State, municipal or other
governmental agency or instrumentality.

3.12 No Conflicts. As of Closing Date, neither the execution and
delivery of this Agreement, nor the consummation of the transactions herein
contemplated will conflict with or result in the breach of or accelerate the
performance required by the terms of any agreement to which Seller is a party
or constitute a default thereunder, or result in the creation of any mortgage,
lien, charge or encumbrance upon any of the properties or assets of Seller.

3.13 No Breach of Agreement. As of Closing Date, Seller is in
compliance with all terms of this Agreement.

3.14 Insolvency Proceedings. No insolvency proceedings of any
character, including, without limitation, bankruptcy, receivership,
reorganization, composition or arrangement of creditors, voluntary or
involuntary, affecting the Seller or any of its assets or properties are
pending or, to the

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<PAGE> 7

knowledge of Seller, threatened, and the Seller has made no assignment for the
benefit of creditors, or taken any action with a view to, or which would
constitute the basis for, the institution of any such insolvency proceedings.

3.15 Compliance with Labor Laws. To the best of its knowledge, Seller
has, in the conduct of the affairs of the Network, complied in all material
respects with all applicable laws, rules and regulations relating to the
employment of labor, including those related to wages, hours, equal employment
opportunity, collective bargaining, pension, welfare benefit plans, and the
payment of social security and similar taxes.

3.16 No Breach. To the best of Seller's knowledge, eh execution and
performance of this Agreement will not violate any order, rule, judgement, or
decree to which Seller is subject or breach any contract, agreement, or other
commitment to which Seller is a party or by which Seller is bound.

3.17 Taxes. Seller, by Closing Date, will have paid and discharged
all taxes, assessments, excises and other levies relative to the Assets, which
if due and not paid, would materially interfere with Buyer's full enjoyment of
the Assets conveyed hereunder, excepting such taxes, assessments and other
levies which will not be due until after the Closing Date and which are to be
prorated between Seller and Buyer at Closing.

3.18 No Violations of Laws. As of Closing Date, the Network is not in
violation of any zoning ordinance, regulation, law or restrictive covenant
which violation has a material adverse affect on the operations of the Network.

3.19 Employee Contracts. No employee of the Network has, or on the
Closing Date will have a contract of employment not terminable at will.

3.20 Buyer Reliance. The foregoing representations and warranties are
made by Seller with the knowledge and expectation that Buyer is placing
complete reliance thereon in entering into this Agreement.

SECTION 4 REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Organization, Standing, and Authority. Buyer is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Mississippi. Buyer has all requisite power and authority to execute
and deliver this Agreement and the documents contemplated hereby and to perform
and comply with all of the terms, covenants, and conditions to be performed and
complied with by Buyer hereunder.

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

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<PAGE> 8

4.3 Absence of Conflicting Agreements. Subject to obtaining the
Consents, the execution, delivery, and performance by Buyer of this Agreement
and the documents contemplated hereby do not require the consent of any third
party.

4.4 Full Disclosure. No representation or warranty made by Buyer in
this Agreement or in any certificate, document, or other instrument furnished
or to be furnished by Buyer pursuant hereto contains or will contain any untrue
statement of a material fact, or omits or will omit to state any material fact
and required to make any statement made herein or therein not misleading.

SECTION 5 OPERATIONS OF THE NETWORK PRIOR TO CLOSING

5.1 Generally. Seller agrees that, between the date of this
Agreement and the Closing Date, Seller shall operate the Network in the
ordinary course of business in accordance with its past practices and in
accordance with the other covenants in this Section 5.

5.2 Compensation. Seller shall not increase the compensation,
bonuses, or other benefits payable or to be payable to any person employed in
connection with the conduct of the business or operations of the Network,
except in accordance with past practices.

5.3 Contracts. Seller will not enter into any contract or commitment
relating to the Network or the Assets, or amend or terminate any Contract that
will be binding on Buyer after Closing, except for cash time sales agreements
made in the ordinary course of business.

5.4 Disposition of Assets. Seller shall not sell, assign, lease, or
otherwise transfer or dispose of any of the Assets, except where no longer used
or useful in the business or operations of the Network or in connection with
the acquisition of replacement property of equivalent kind and value.

5.5 No Inconsistent Action. Seller shall not take any action that is
inconsistent with its obligations under this Agreement or that could hinder or
delay the consummation of the transactions contemplated by this Agreement.

5.6 Access to Information. Seller shall give Buyer and its counsel,
accountants, engineers, and other authorized representatives reasonable access
to the Assets and to all other properties, equipment, books, records,
Contracts, and documents relating to the Network for the purpose of audit and
inspection, including inspections.

5.7 Maintenance of Assets. Seller shall use its best efforts and
take all reasonable actions to maintain all of the Assets in good condition
(ordinary wear and tear excepted), and use, operate, and maintain all of the
Assets in a reasonable manner.

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

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

SECTION 6 CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER AT CLOSING

- 7 -
<PAGE> 9

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

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

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

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

(d) Deliveries. Seller shall have made or stand willing to
make all the deliveries to Buyer set forth in Section 7.2.

(e) Adverse Change. Between the date of this Agreement and
the Closing Date, there shall have been no material damage, destruction, or
loss affecting any Assets used or useful in the conduct of the business of the
Network.

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

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

6.3 Accounts Receivable. At the Closing, Seller shall designate Buyer
as its agent solely for the purposes of collecting the Accounts Receivable.
Buyer shall not be obligated to use any extraordinary efforts to collect any of
the Accounts Receivable. Between the Closing Date and ninety (90) days
thereafter, Buyer shall make reasonable efforts to collect the Accounts
Receivable and shall every thirty days furnish to Seller the funds collected
during the prior thirty day period.

SECTION 7 CLOSING AND CLOSING DELIVERIES

7.1 Closing.

(a) Closing Date. The Closing shall take place at 10:00 a.m.
on January 31, 1996.

- 8 -
<PAGE> 10

(b) Closing Place. The Closing shall be held at the offices
of Seller, or any other place that is agreed upon by Buyer and Seller.

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

(a) Transfer Documents. Duly executed bills of sale,
assignments, and other transfer documents which shall be sufficient to vest
good and marketable title to the Assets in the name of Buyer, free and clear of
all mortgages, liens, restrictions, encumbrances, claims, and obligations
except for liens for current taxes not yet due and payable;

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

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

(d) Licenses, Contracts, Business Records, Etc. Originals of
all Assumed Contracts and all files and records used by Seller in connection
with its operations;

(e) Corporate Resolutions. All necessary certified corporate
resolutions of Seller authorizing the execution of this Agreement and the
completion of this transaction.

(f) Documents to Assign Names. All documents necessary to
assign all names as set forth in Section 2.7, and to effect the transfer of
rights to such names with any public office or agency where the same are
registered.

(g) Other Documents. All other documents reasonably necessary
to comply with the terms and agreements contained herein.

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

(a) Purchase Price. The Purchase Price as provided in
Section 2.4(a);

(b) Assumption Agreements. Appropriate assumption
agreements pursuant to which Buyer shall assume and undertake to perform
Seller's obligations under the Licenses and Assumed Contracts arising on or
after the Closing Date;

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

- 9 -
<PAGE> 11

(d) Other Documents. All other documents reasonably necessary
to comply with the terms and agreements contained herein.

SECTION 8 TERMINATION

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

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

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

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

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

(b) 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.

SECTION 9 MISCELLANEOUS

9.1 Fees and Expenses. Any federal, state, or local sales or
transfer tax arising in connection with the conveyance of the Assets by Seller
to Buyer pursuant to this Agreement shall be paid by the party upon which such
tax is imposed by law. Except as otherwise provided in this Agreement, each
party shall pay its own expenses incurred in connection with the authorization,
preparation, execution, and performance of this Agreement. Buyer shall be
responsible for all fees or commissions payable to the Connelly Company.

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

If to Buyer: TeleSouth Communications, Inc.
6310 Interstate #55, North
Jackson, Mississippi 39201

- 10 -
<PAGE> 12

Attn: Stephen C. Davenport, President

If to Seller: Paxson Networks, Inc.
601 Clearwater Park Road
West Palm Beach, Florida 33401

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
9.2.

9.3 Benefit and Binding Effect. Neither party hereto may assign this
Agreement without the prior written consent of the other party hereto;
provided, however, that Buyer may assign its rights and obligations under this
Agreement to one or more subsidiaries or commonly controlled affiliates of
Buyer without seeking or obtaining Seller's prior approval.

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

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

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

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

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

9.9 Waiver of Compliance; Consents. Except as otherwise provided in
this Agreement, any failure of any of the parties to comply with any
obligation, representation, warranty, covenant, agreement, or condition herein
may be waived by the party entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but such waiver or failure
to insist upon strict compliance with such obligation, representation,
warranty, covenant, agreement, or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.

9.10 Press Release. Neither party shall publish any press release,
make any other public announcement or otherwise communicate with any news media
concerning this Agreement or the

- 11 -
<PAGE> 13

transactions contemplated hereby without the prior written consent of the other
party; provided, however, that nothing contained herein shall prevent either
party from promptly making all filings with governmental authorities as may, in
its judgement be required or advisable in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
hereby.

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

9.12 Survival of Representations and Warranties. The several
representations and warranties of the parties contained herein shall survive
the Closing for such maximum period as permitted by law.

9.13 Severability. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality, and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.

9.14 Risk of Loss. Prior to Closing Date, all risk of loss shall be on
Seller.

9.15 Default. In the event of any default in any of the terms and
provisions of this Agreement by any party, the non-defaulting party shall be
entitled to specific performance and any and all other remedies provided by law
or in equity and the prevailing party shall be reimbursed its reasonable
attorney's fees and all court costs by the other party.

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

PAXSON NETWORKS, INC.

By: /s/ Lowell W. Paxson
--------------------------------------
Its:
-------------------------------------

TeleSouth Communications, Inc.

By: /s/ Stephen G. Davenport
--------------------------------------
Its: President
-------------------------------------

/s/ Lowell W. Paxson
-----------------------------------------
Lowell W. Paxson, Individually

- 12 -
<PAGE> 14

SCHEDULE 2.2
Excluded Tangible Personal Property

ABR-200, series #15743, the splitter and block down converter

Telos Zephyr #9200005300GC120

Paxson wide-area computer network:

Wellfleet router, #AEX17826
Adtran DSU III AR #H423B2063
US Robotics modern #0002680214006341

Computer and office furniture in Don Williams office

- 13 -
<PAGE> 15

SCHEDULE 3.3
Required Consents

Host Communications, Inc.

NASRN

Edens Landmark IV Partners

Computer Information Network, Inc.

- 14 -
<PAGE> 16

SCHEDULE 3.4
Real Property

Leased office space located at

3710 Landmark Drive
Columbia, South Carolina 29204

- 15 -

<PAGE> 1

EXHIBIT 10.82

<PAGE> 2
EXHIBIT 10.82

ACQUISITION AGREEMENT

This Acquisition Agreement (the "Agreement") is entered into as of the 1st
day of January, 1996 (the "Effective Date"), by Lowell W. Paxson, an individual
residing in the State of Florida ("Buyer"), World Travelers Network, Inc., a
Florida corporation ("WTN"), World Travelers Network-Miami, Inc., a Florida
corporation ("WTN-Miami"), and Paxson Communications Corporation, a Delaware
corporation ("PCC").

RECITALS

PCC has operated its "World Travelers Network" (the "Business") through
WTN and WTN-Miami, which are wholly-owned subsidiaries of PCC, and desires to
sell to Buyer, and Buyer desires to purchase from PCC, effective as of the
Effective Date, all of the issued and outstanding shares of capital stock of
each of WTN and WTN-Miami, and in connection with such sale to (i) cause WTN
and WTN-Miami to assign their respective accounts receivable to PCC and (ii)
assume all liabilities of WTN and WTN-Miami, in each case as of the Effective
Date, upon the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

1. PURCHASE OF SECURITIES. Buyer hereby purchases and acquires from PCC,
and PCC hereby sells, transfers, assigns and delivers to Buyer, as of the
Effective Date, all right, title and interest in and to all of the issued and
outstanding shares of capital stock of each of WTN and WTN-Miami held by PCC,
consisting of 100 shares of common stock, par value $.01 per share, of WTN and
100 shares of common stock, par value $.01 per share, of WTN-Miami
(collectively, the "Securities"). Upon transfer of the Securities to Buyer in
accordance with the terms of this Agreement, Buyer shall acquire ownership of
the Securities free and clear of any and all debts, liabilities, obligations,
liens or encumbrances of any nature whatsoever, except such as may be created
by the terms of this Agreement.

2. ASSIGNMENT OF RECEIVABLES AND ASSUMPTION OF LIABILITIES. As of the
Effective Date, (i) each of WTN and WTN-Miami hereby sells, transfers and
assigns to PCC all right, title and interest in and to all of its accounts
receivable, and (ii) PCC hereby assumes liability for payment and performance
of all liabilities and obligations of each of WTN and WTN-Miami, in each case
as reflected on their respective books and records. From and after the
Effective Date, neither WTN, WTN-Miami nor Buyer shall have any liability or
responsibility for any liabilities or obligations of either of WTN or
WTN-Miami, the full payment and performance of which are hereby expressly
assumed by PCC.

<PAGE> 3

3. PURCHASE PRICE. The price payable by Buyer to PCC for the Securities
(the "Purchase Price") is $70,322, payable in cash at the Closing
simultaneously with the execution and delivery of this Agreement. PCC
represents that the Purchase Price is equal to the combined book value of the
assets of WTN and WTN-Miami excluding their accounts receivable and liabilities
as of the Effective Date. If, prior to April 1, 1996, Buyer sells, or agrees
to sell, the Securities or all or substantially all of the assets of either or
both of WTN and WTN-Miami for an aggregate price in excess of $70,322, Buyer
shall pay PCC, upon completion of such sale, the amount of such excess, which
shall be deemed a part of the Purchase Price.

4. CLOSING. The Closing of the transactions described in this Agreement
(the "Closing") shall take place simultaneously with the execution of this
Agreement on a date mutually agreed to by the parties (the "Closing Date") at
the offices of PCC, with all transactions described in this Agreement to be
effective as of the Effective Date. At the Closing, PCC shall deliver or cause
to be delivered to Buyer possession and control of the certificates
representing the Securities and all documents, instruments, files and papers in
PCC's possession which relate to the assets of WTN or WTN-Miami other than
their respective accounts receivable.

5. REPRESENTATIONS AND WARRANTIES OF WTN, WTN-MIAMI AND PCC. Each of WTN,
WTN-Miami and PCC makes the following representations and warranties to Buyer,
each of which is true and correct on the date of this Agreement.

5.1 ORGANIZATION OF WTN AND WTN-MIAMI. Each of WTN and WTN-Miami is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Florida, and has full power and authority to own, lease
and operate its properties and assets and to carry on its business as it is now
being conducted.

5.2 AUTHORIZATION; ENFORCEABILITY. Each of WTN, WTN-Miami and PCC has
full power and authority to execute, deliver and perform this Agreement and to
complete the transactions contemplated hereby. The execution, delivery and
performance of this Agreement by each of WTN and WTN-Miami have been duly and
validly authorized by all requisite corporate and stockholder action, including
the approval of PCC, and no further authorization, approval or consent is
required in connection therewith. The officer executing this Agreement on
behalf of PCC is duly authorized to do so. This Agreement has been duly
executed and delivered by, and is the legal, valid and binding obligation of,
each of WTN, WTN-Miami and PCC, and is enforceable against each of them in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting
the enforcement of creditors' rights generally and by general equitable
principles.

5.3 SECURITIES. The Securities constitute all of the issued and
outstanding shares of capital stock of each of WTN

<PAGE> 4

and WTN-Miami, and are duly authorized, validly issued and outstanding.
PCC has good title to all of the Securities and upon the transfer of the
Securities to Buyer pursuant to this Agreement, Buyer shall acquire
good title to the Securities, free and clear of any pledges, liens or
encumbrances of any nature whatsoever. There are no options, warrants or other
rights to acquire any shares of capital stock of WTN or WTN-Miami. The assets
of each of WTN and WTN-Miami constitute, in the aggregate, all of the assets
used in the Business, except for accounts receivable being conveyed to PCC.

6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants
to PCC that: (i) Buyer has all requisite legal capacity to execute, deliver
and perform this Agreement and to complete the transactions contemplated
hereby; and (ii) this Agreement has been duly executed and delivered by, and is
the legal, valid and binding obligation of, Buyer and is enforceable against
Buyer in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles.

7. MISCELLANEOUS.

7.1 NO BROKERS. Neither party has employed or is obligated to any
broker or finder or has incurred or will incur any broker's, finder's, or
similar fees, commissions or expenses in connection with the transactions
contemplated by this Agreement. Any party which breaches this representation
shall indemnify and hold harmless any other party to this Agreement from and
against any loss, claim or damage suffered or incurred by such other party by
reason of such breach.

7.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties relating to the transactions contemplated herein and
supersedes and merges all prior discussions, negotiations and agreements, if
any, among them relating to the subject matter hereof. None of the parties
shall be bound by any oral or written conditions, definitions, understandings,
warranties or representations other than as expressly provided or referred to
herein.

7.3 GOVERNING LAW. This Agreement is a contract made and executed in
the State of Florida and shall be governed by and interpreted in accordance
with the laws of the State of Florida without reference to conflicts of laws
principles.

7.4 WAIVER AND AMENDMENT. Any representation, warranty, covenant, term
or condition of this Agreement which may legally be waived, may be waived or
the time for performance thereof extended at any time by the party entitled to
the benefit thereof, and any term, condition or covenant (including without
limitation the period during which any obligation is to be performed) may be
amended by the parties at any time. Any such waiver, extension or

<PAGE> 5

amendment shall be evidenced by an instrument in writing executed by an officer
authorized to execute waivers, extensions or amendments. No waiver by any
party, whether express or implied, of its rights under any provision of this
Agreement shall constitute a waiver of such party's rights under such
provisions at any other time or a waiver of such party's rights under any other
provision of this Agreement. No failure by a party to take action against a
breach of this Agreement or default by another party shall constitute a waiver
of the former party's right to enforce any provision of this Agreement or to
take action against such breach or default or any subsequent breach or default
by such other party.

7.5 SEVERABILITY. If one or more provisions of this Agreement is
declared invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall remain in full force and effect, and the provision held to be
invalid, illegal or unenforceable shall be enforced as nearly as possible
according to its original terms and intent to eliminate such invalidity,
illegality or unenforceability.

7.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective successors,
heirs and assigns and upon all persons asserting rights under, through or on
behalf of any of the parties to this Agreement.

7.7 NO THIRD PARTY RIGHTS. The provisions of this Agreement are for
the exclusive benefit of the parties hereto, and no other person (including
without limitation any creditor of a party) shall have any right or claim
against any party to this Agreement by reason of those provisions or be
entitled to enforce any of those provisions against any party to this
Agreement.

7.8 COMMUNICATIONS. All notices, requests, payments, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been given at the time personally delivered, or one day after being
deposited with a national overnight delivery service, or three days after being
deposited in the United States mail enclosed in a registered or certified
postage prepaid envelope, return receipt requested, and addressed to the
parties at the addresses set forth at the end of this Agreement, or sent to
such other address as a party may specify by notice to the other party given in
the foregoing manner.

7.9 HEADINGS; COUNTERPARTS. The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of any provisions of this Agreement. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.

7.10 LITIGATION; PREVAILING PARTY. If either party commences an action
against the other to interpret or enforce any

<PAGE> 6

of the terms of this Agreement or as a result of a breach by the other
party of any of its terms, the prevailing party in such action shall be
entitled to recover from the nonprevailing party reasonable attorneys' fees,
costs and expenses incurred by the prevailing party in connection with such
action.

7.11 REMEDIES CUMULATIVE. No remedy made available by any of the
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.

/s/ Lowell W. Paxson
---------------------------------------
LOWELL W. PAXSON
c/o Paxson Communications Corp.
601 Clearwater Park Road
West Palm Beach, Florida 33401

PAXSON COMMUNICATIONS CORPORATION

By: /s/ Arthur D. Tek
-----------------------------------
Arthur D. Tek, Treasurer
601 Clearwater Park Road
West Palm Beach, Florida 33401

WORLD TRAVELERS NETWORK, INC.

By: /s/ Arthur D. Tek
-----------------------------------
Arthur D. Tek, Treasurer
601 Clearwater Park Road
West Palm Beach, Florida 33401

WORLD TRAVELERS NETWORK-MIAMI, INC.

By: /s/ Arthur D. Tek
-----------------------------------
Arthur D. Tek, Treasurer
601 Clearwater Park Road
West Palm Beach, Florida 33401

<PAGE> 1

EXHIBIT 10.83

<PAGE> 2

EXHIBIT 10.83

FACILITY
LEASE AGREEMENT

THIS LEASE is made and entered into as of this 15th day of May, 1994, by
and between Paxson Communications of Tampa-66, Inc., a Florida corporation
(hereinafter referred to as "Lessee"), and The Christian Network, Inc., a
Florida non-profit Corporation (hereinafter referred to as "Lessor").

STATEMENT OF FACTS

A. Lessor operates a television production and distribution facility in
Florida ("Television Production").

B. Lessee will be providing programming for Television Station WTBG-TV,
Bradenton, Florida (the "Station").

C. In order to permit Lessee's provision of programming to the Station, the
Lessor has agreed to lease the premises described in Exhibit A to Lessee (the
"Leased Premises").

D. Lessor and Lessee desire to set forth the terms and conditions
associated with this Lease.

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

1. TERM.

(a) Initial and Renewal Terms. Lessor leases to Lessee, and Lessee leases
from Lessor, subject to the terms of this Lease, the Leased Premises for an
Initial Term commencing at 12:00 A.M. on August 1, 1994 (the "Commencement
Date") and expiring at 12:00 Midnight on the date five (5) years following the
first day of the calendar month next following the Commencement Date (the
"Initial Term"), unless this Lease is sooner terminated as hereinafter provided.

This Lease may be renewed by Lessee for an additional term of 5 years (a
"Renewal Term") upon no less than 30-days notice to Lessor prior to the
expiration of the Initial Term or the Renewal Term. The Initial Term and the
Renewal Term shall be subject to all of the terms and conditions set forth in
this Lease.

(b) Holding Over. If Lessee or anyone claiming under Lessee shall remain
in possession of the Leased Premises or any part thereof after the expiration of
the Initial Term or any Renewal Term without any agreement in writing between
the Lessor and Lessee with respect thereto, prior to acceptance of rent by
Lessor, the person remaining in possession shall be

<PAGE> 3

- 2 -

deemed a tenant at sufferance, and, after acceptance of rent by Lessor, the
party remaining in possession shall be deemed a tenant from month to month,
subject to the provisions of this Lease. The rental during any such period
shall equal to one hundred fifty percent (150%) of the rental in effect
immediately preceding such expiration.

2. RENT AND TAXES.

(a) Rent for Initial Term and Any Renewal Term. Lessee convents and agrees
to pay Lessor for the Leased premises during the Initial Term of this Lease and
the Renewal Term hereunder the amounts set forth (the "Rent") in Exhibit B. The
Rent paid by Lessee shall be subject to Florida sales tax which tax will be
collected by Lessor from Lessee.

(b) Additional Rent. Lessee shall pay as additional rent all taxes,
assessments, and other governmental charges, all utility charges, all premiums
on insurance policies required by the terms hereof, and all other expenses and
charges which, during the term hereof, shall arise, be levied, assessed, charged
or imposed upon or with respect to, or be incurred in connection with, the
ownership, possession, use, occupation, operation, maintenance, repair or
alteration of the Leased Premises, it being the purpose and intent of the Lessor
and the Lessee that the rent shall be absolutely net to the Lessor so that this
Lease shall yield, net to Lessor, the rent specified in each year during the
term hereof and all renewal terms, if any. The Lessee agrees to indemnify and
save the Lessor harmless from and against all damages, liability, costs and
expenses which may be incurred or sustained by Lessor by reason of the
nonpayment of the additional rent by Lessee.

(b) Payment. All monthly payments of rent or other sums due Lessor
hereunder shall be sent to or made at the offices of Lessor designated in
Section 17 hereof, or such other place as may be designated by Lessor from time
to time.

3. USE OF ASSETS.

(a) Lessee shall have the right to use the Leased Premises only for the
purpose of television broadcasting relating to the Station and Television
Production and associated activities and for the operation of transmit and
receive towers, satellite uplinks and receivers and associated equipment related
to Lessee's operations.

(b) Lessee accepts the Leased Premises in their present condition ("as is")
and agrees that it will take good care of the Leased Premises, subject to
reasonable wear and tear, and that Lessee will return the Leased Premises to
Lessor in the same condition as said Leased Premises were in at the time control
was turned over to Lessee, subject to reasonable wear and tear, and damage done
by Lessor, if any. Furthermore, at Lessor's option, Lessee at its sole cost and
expense shall remove or change all alterations made pursuant to Section 5(a)
hereof

<PAGE> 4

- 3 -

so as to return said Leased Premises to Lessor in said same condition,
subject to this subsection 3(b). Lessee agrees that it will comply with all
laws, ordinances, orders, rules, regulations or requirements of all governmental
authorities which are applicable to its use of the Leased Premises.

(c) Lessee shall have a right of access to the Studio Building (i) as may
be necessary or appropriate to operate the Station and (ii) at all reasonable
times for inspection, repair, maintenance and replacement of its equipment,
provided, however, that such access and activities shall not interfere with the
use of the Leased Premises by Lessor or any other tenant of Lessor, or interrupt
or otherwise adversely affect the continued broadcast operation or equipment of
any other tenant of Lessor. Lessor shall have a right of access to the Leased
Premises at all reasonable times, for examination, inspection, emergency repair
or replacement of Lessee's equipment, provided, however, that (except as may be
provided elsewhere in this Lease) Lessor shall take reasonable efforts to see
that such access and activity by Lessor does not interfere with the use of the
Leased Premises by Lessee or any other tenant, or interrupt or otherwise
adversely affect the continued broadcast operation of the Station.

(d) Lessee, at its own cost and expense, shall obtain and maintain in
effect any and all permits, licenses and approvals that are or may be required
with respect to Lessee's broadcast operation or equipment by each governmental
authority having jurisdiction over such operation or equipment.

(e) Lessor acknowledges Lessee's ownership of the equipment located on the
Leased Premises and further acknowledges that Lessor has no interest, secured or
otherwise, in such equipment, regardless of whether or not Lessee is in default
under this Agreement.

4. UTILITIES Lessee shall be responsible for the furnishing of heat,
water, electricity or other utilities (the "Utilities") to the Leased Premises
for the benefit of Lessor.

5. ALTERATIONS

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

(b) Before Lessee may make any Alterations to the Leased Premises in
accordance with the rights granted by Subsection 5(a) hereof, Lessee shall
submit to Lessor written specifications for such Alternations that are proposed
for Lessor's approval. Lessor, within thirty (30) days after receipt by it of
the written specifications, shall notify Lessee whether it approves such
Alterations. If Lessor fails to notify Lessee in writing within

<PAGE> 5
- 4 -

such thirty (30) day period that it disapproves of such Alterations, Lessee may
proceed to cause the Alterations to be made.

6. MAINTENANCE AND REPAIRS.

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

(b) If the Leased Premises shall be partially damaged by fire or other
cause without the fault or neglect of Lessee or its employees, agents, visitors
or licensees, the Lessor shall proceed forthwith to replace or to repair the
Leased Premises with reasonable diligence at the expense of Lessor; provided, if
the Leased Premises are to be replaced or repaired and are untenantable in whole
or in part following such damage, the rent payable hereunder during the period
in which they are unusable shall be adjusted equitably; provided further,
however, if the Leased Premises are substantially damaged or rendered
substantially unusable by fire or other cause, including, but not limited to,
condemnation, and Lessor shall decide not to replace the same, then, within
ninety (90) days after such fire, casualty or condemnation, Lessor may give
Lessee notice in writing of the decision not to replace, whereupon the Term of
this Lease shall terminate, Lessee shall surrender the Leased Premises to
Lessor, and rent shall be abated for the unexpired portion of this Lease,
effective as of the date of said written notice from Lessor, and Lessor shall
have no further obligation or liability to Lessee. It is agreed that nothing in
this Subsection 6(b) shall require Lessor to replace or to repair any or all
Alterations.

7. INDEMNITY AND INDEMNITY INSURANCE.

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

<PAGE> 6

- 5 -

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

8. ASSIGNMENT.

(a) Lessee's Right to Assign. Neither this Lease nor any of the rights,
interests or obligations of Lessee hereunder shall be assigned, encumbered,
hypothecated, subleased or otherwise transferred without the prior written
consent of Lessor, which consent shall not be unreasonably withheld. Upon any
approved assignment, all references in this Lease to "Lessee" shall be deemed to
be references to Lessee's assignee.

(b) Lessor's Right to Assign. Neither this Lease nor any of the rights,
interests or obligations of Lessor hereunder shall be assigned, encumbered,
hypothecated, subleased or otherwise transferred without the prior written
consent of Lessee which consent shall not be unreasonably withheld. Upon any
such assignment, all references in this Lease to "Lessor" shall be deemed to
be references to Lessor's assignee.

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

9. CONDEMNATION.

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

<PAGE> 7

- 6 -

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

(c) In the event of the appropriation of the whole or any part of the
Leased Premises, the amount received as compensation for the appropriation
(including in the case of an appropriation of part of the Leased Premises, any
amount allowed as damages to the remainder) shall be paid in full to Lessor,
subject, however, to any right of Lessee to receive any additional or specific
award from the appropriating corporation or authority to which it might be
entitled.

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

10. INTERFERENCE AND RF RADIATION.

(a) General. Lessee will conduct its activities in accordance with
applicable requirements of the FCC and sound electronic and engineering practice
and will cooperate with Lessor and other tenants and potential tenants so as to
anticipate and prevent interference to the broadcast operations or equipment of
Lessor or any other tenant. If any engineering statement presented to or by the
Lessor confirms that Lessee's broadcast operation, transmission or other
activities on or around any portion of the Leased Premises are causing, or are
reasonably expected to cause, interference to the broadcast operation,
transmission or other activities of Lessor or any other tenant, Lessee shall, at
its sole expense, promptly correct or modify the conditions causing such
interference.

(b) Interference to Lessee. Upon determination that any other tenant is
causing interference to Lessee's broadcast operation, transmission or other
activities in or around any portion of the Leased Premises, Lessor will use its
reasonable best efforts to modify or correct promptly, or cause such other
tenant to modify or correct promptly, the condition causing such interference.

(c) Interference Defined. As used in this Lease, interference to a
broadcast operation, transmission or other similar activity shall mean a
condition or anticipated condition which constitutes or would constitute
interference within the meaning of the provisions of the recommended practices
of the Electronics Industries Association and the rules and regulations of the
FCC then in effect.

<PAGE> 8

- 7 -

(d) Dispute as to Interference. Any dispute as to whether interference is
being cause or expected to be cause, or as to who is causing such interference,
which remains unresolved for longer than seven (7) calendar days, shall be
submitted to a consulting electronic engineer who is not retained or otherwise
employed by Lessor, Lessee or any other tenant whose antenna is located on the
Tower, and the determination of such consulting electronic engineer shall be
final and binding on all parties. The consulting engineer shall be jointly
selected by Lessor and Lessee.

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

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

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

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

14. QUIET ENJOYMENT. Lessor covenants that, upon payment by Lessee of all
rents and the performance by Lessee of all obligations pursuant to this Lease,
Lessee shall and may peaceably and quietly have and enjoy the Leased Premises
for and during the Term of

<PAGE> 9

- 8 -

this Lease, pursuant to the terms hereof, free from any hindrance from any
person or persons whomsoever claiming by, through or under Lessor.

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

16. SURRENDER OF LEASED PREMISES. Lessee, upon the expiration of the
Term of this Lease or the earlier termination of this Lease, shall surrender to
Lessor the Leased Premises in accordance with the terms and conditions provided
for in Subsection 3(b) hereof.

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

If to Lessor: James L. West
The Christian Network, Inc.
14444 66th Street North
Clearwater, Florida 34624
Telecopy: 813/530-0671
Telephone: 813/536-0036

<PAGE> 10

- 9 -

If to Lessee: Lowell W. Paxson
Paxson Communications of Tampa-66, Inc.
18401 U.S. Highway 19 North
Clearwater, Florida 34624
Telecopy: 813/532-0208
Telephone: 813/536-2211

or to any such other or additional persons and addresses as the parties may from
time to time designate in a writing delivered in accordance with this Section
18.

18. PROPERTY INSURANCE.

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

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

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

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

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

22. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. Any and all
representations, warranties and covenants contained in this Lease

<PAGE> 11

- 10 -

shall survive the execution of the Lease and shall continue in full force and
effect during the Term hereof.

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

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

25. MISCELLANEOUS.

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

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

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

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

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

Lessee: PAXSON COMMUNICATIONS OF TAMPA-66,INC.

By: /s/ William L. Watson
-------------------------------
Name: William L. Watson
Title: Secretary

Lessee: THE CHRISTIAN NETWORK, INC.

By: /s/ James L. West
-------------------------------
Name: James L. West
Title: Chairman

<PAGE> 12

EXHIBIT A

LEASED PREMISES

(1) Studio Building. The right to occupy 25,000 of the 28,000 square feet
on the Premises (see attached legal description);

(2) STL Antenna. The right to install and utilize associated auxiliary
equipment, earth stations, Studio Transmitter Link Towers, transmission lines,
Studio Transmitter Links, etc.

(3) Access. The right, in common with others, to use the roadways and
parking spaces on the Leased Premises for ingress and egress to and from the
Studio Building.

All of the space, premises and rights granted under this Exhibit A are
hereinafter referred to as the "Leased Premises".

<PAGE> 13

EXHIBIT B

(1) Concurrent with the execution of this Lease, Lessee shall pay as Rent
for each day of the period beginning on the Commencement Date and ending on the
last day of the month in which the Commencement Date falls the sum of Four
Hundred Three Dollars ($403).

(2) Lessee covenants and agrees to pay Lessor annual Rent in the amount of
One Hundred Fifty Thousand Dollars ($150,000) (the "Base Rent") for the period
beginning with the month first following the Commencement Date and continuing
for twelve months thereafter, which amount shall be payable in twelve (12) equal
monthly installments.

(3) Upon each successive annual anniversary date of the Commencement Date
for both the Initial Term and any Renewal Term, the Base Rent to be paid by
Lessee to Lessor for the following twelve-month period shall be increased by an
amount determined by multiplying the Base Rent by the percentage increase, if
any, in the U.S. Department of Labor, Bureau of Labor Statistics, Revised
All-Cities Consumer Price Index for the Cleveland, Ohio metropolitan area (the
"CPI") published immediately prior to each successive anniversary date over the
CPI published immediately prior to the Commencement Date. In no event shall the
annual Rent to be paid by Lessee during the Initial Term or any Renewal Term be
less than the Base Rent.

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

<PAGE> 1

EXHIBIT 10.84
<PAGE> 2

EXHIBIT 10.84

REPLACEMENT PROMISSORY NOTE

$1,000,000
As of October 20, 1995

FOR VALUE RECEIVED, Channel 55 of Dallas, Inc., a Florida corporation
("Maker"), does hereby promise to pay on or before January 1, 1997 to the order
of Lowell W. Paxson, an individual ("Payee"), his heirs, successors and
assigns, the principal sum of ONE MILLION DOLLARS ($1,000,000), or such lesser
sum which represents the principal amount advanced by Payee to Maker, in
connection with the acquisitions by Maker of television station KLDT-TV,
Channel 55, Dallas, Texas (the "Station"). The outstanding principal amount of
this Note shall bear interest from the date hereof until paid in full at a rate
per annum equal to One Percent (1%) over the Prime Commercial Rate announced or
published by Sun Bank of Tampa Bay from time to time, to be adjusted monthly as
and when such Rate is adjusted. Interest shall be calculated on the basis of a
360-day year and on the actual number of days which elapse during the lending
period. The Maker shall pay to Payee monthly installments of interest thereon
on the first business day of each month with no principal payments during the
term of this Note. The first monthly interest payment shall be due January 1,
1997.

Subject to the terms hereof, advances made by Payee under this Note
shall be made upon written notice from Maker requesting an advance under the
Note and specifying the proposed date, amount of borrowing and method of
advance. The proceeds of advances to be made under this Note shall be used
solely to pay a portion of the purchase of the Station by Maker.

Maker shall have the right to prepay without penalty all or any part
of the principal or interest at any time. Maker acknowledges and consents to
the assignment of this Note by Payee to Paxson Communications Corporation
("PCC") at any time with or without notice to Maker and, upon such assignment,
PCC shall be the Payee for purposes hereunder.

The occurrence or non-occurrence (as the case may be) of any one or
more of the following events, at the election of Payee, shall constitute an
Event of Default whereby the entire unpaid principal thereof, together with
accrued unpaid interest thereon together with all other sums that may be
payable shall, at the option of Payee, become immediately due and payable:

(a) Failure of Maker to pay to Payee any installment of interest,
principal or other money due and payable by Maker to Payee under this Note
within five (5) business days after the due date thereof. TIME BEING OF THE
ESSENCE. Payment shall be deemed made upon receipt by Payee, or deposited into
its account as designated from time to time by Payee in writing to Maker. All
principal and interest payments shall be due and payable and shall be paid c/o
Paxson Communications Corporation, at 601 Clearwater Park Road, West Palm
Beach, Florida 33401.

(b) Maker makes an assignment for the benefit of creditors,
generally, or applies to any tribunal for the appointment of a trustee or
receiver of any substantial part of its assets, or commences any proceedings
under any bankruptcy, reorganization, arrangement, insolvency or similar law,
or if any such application is filed against it and it either indicates its
approval, consent or acquiescence, or an order is entered appointing a trustee
or receiver, or adjudicating Maker bankrupt or insolvent or approving the
petition in any such proceedings, and such order is not dismissed within sixty
(60) days after its entry.

The Maker and all sureties, endorsers, guarantors, or any others who
may at any time become liable for the payment hereof hereby consent to any and
all extensions of time, renewals, waivers, and
<PAGE> 3

modifications of, and substitutions or release of security or of any party
primarily or secondarily liable on, or with respect to, this Note that may be
made, granted, or consented to by the Payee or the holder hereof, and agree
that suit may be brought and maintained against it, at the election of the
Payee or the holder, and that the Payee or the holder shall not be required to
first foreclose, proceed against, or exhaust any security interest in order to
enforce payment to them, or any one or more of them, of this Note. The Maker
and all sureties, endorsers, guarantors, or any others who may at any time
become liable for the payment hereof hereby severally waive presentment, demand
for payment, notice of non-payment, protest, notice of protest, notice of
dishonor, and all other notices in connection with this Note, filing of suit in
diligence in collecting this Note, and agree to pay, if permitted by law, all
expenses incurred in collection, including reasonable attorney's fees, and
hereby waives all benefits of valuation, appraisement and exemption laws.

Failure to accelerate the debt by reason of default in the full
payment of a monthly payment or in the acceptance of a past due payment, or in
the indulgence granted from time to time, shall not be construed as a novation
of the said agreement or a waiver of the right of the holder to thereafter
insist upon strict compliance with the terms of this Note or said agreement
without previous notice of such intention being given to the undersigned.

In case any one or more of the provisions contained in this Note shall
be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby, and this Note shall be
interpreted as if such invalid, illegal or unenforceable provision was not
contained herein.

In the Event of Default, Maker shall also pay all costs and expenses,
including reasonable attorney's fees, incurred in connection with the
collection or enforcement of this Note. The laws of the State of Florida shall
govern the interpretation and enforcement of this Note.

IN WITNESS WHEREOF, Maker has duly executed and delivered this Note on
the date first written above.

CHANNEL 55 OF DALLAS, INC.

By: /s/ James L. West
-------------------------------
Its: Chairman
------------------------------

Pay to the order of Paxson Communications Corporation.

/s/ Lowell W. Paxson
- ----------------------------
Lowell W. Paxson

<PAGE> 1

EXHIBIT 10.85

<PAGE> 2

EXHIBIT 10.85

THE CHRISTIAN NETWORK, INC.
14444 66th Street, North
Clearwater, FL 34624
September 22, 1995

William B. Popjes
Western Michigan Family Broadcasting, Inc.
P.O. Box 907
Jenison, Michigan 49429-0907

Dear Mr. Popjes:

The Christian Network, Inc., or its assigns (the "Buyer"), hereby proposes to
enter into a Stock Purchase and Option Agreement with Western Michigan Family
Broadcasting, Inc. and William B. Popjes (collectively the "Seller") to
initially purchase Forty-Nine (49%) of the Seller's issued and outstanding
common voting stock (the "49% Stock"). Seller has been issued a Construction
Permit ("CP") by the Federal Communications Commission ("FCC") to construct
Television Station WJUE-TV, Battle Creek, Michigan (the "Station"). Following
the purchase of the 49% Stock, Buyer will construct the Station using its own
funds while retaining title to the assets so purchased or otherwise contributed
to the Station's construction. Once the Station has been constructed and
begins operation under Program Test Authority ("PTA") from the FCC, Buyer shall
have an exclusive Option to purchase the remaining Twenty-One (21%) percent of
the Seller's issued and outstanding common voting stock (the "21% Stock").
Additionally, Buyer proposes to create and deliver, at its expense,
programming, including commercial announcements, for the Station following its
construction and commencement of PTA operations for up to one hundred sixty-two
(162) hours per week (the "Time Brokerage Agreement").

TIME BROKERAGE AGREEMENT. The Time Brokerage Agreement shall be executed
simultaneously with the Stock Purchase and Option Agreement (the "Operating
Agreements") and shall provide as follows:

1. Buyer shall pay Seller upon the commencement of the Time Brokerage
Agreement (i.e. PTA commencement), the sum of Four Thousand
Eighty-Five Dollars ($4,085.00) and the same amount each month
thereafter in advance as consideration for air time made available on
the Station.

2. The Time Brokerage Agreement will be executed simultaneously with the
Stock Purchase and Option Agreement and will commence on the day the
Station's PTA begins for an initial term of twelve (12) months.
Thereafter, the term may be extended for the period of time it takes
to Close Buyer's purchase of the 21% Stock.

3. Buyer will have the right to produce its programming (including
commercial announcements and related production activities) from
Buyer's studio and production facilities.
4. In addition to the monthly payments listed above, Buyer shall
reimburse Seller for all expenses of the Station's operation during
the Time Brokerage Agreement. Buyer shall reimburse

<PAGE> 3

Seller within five (5) business days after receipt of Seller's paid
expense invoices.

5. Consistent with regulations of the FCC, Seller shall elect to be
carried on a "must-carry" basis sixty (60) days prior to commencing
program tests and shall notify cable operators within the Station's
ADI of this election.

STOCK PURCHASE AND OPTION AGREEMENT. Simultaneously with the execution of the
Time Brokerage Agreement, the parties shall execute the Stock Purchase and
Option Agreement which Agreement shall be subject to the following terms and
conditions:

1. Upon the execution of the Stock Purchase and Option Agreement, Buyer
shall purchase the 49% Stock for the purchase price of Two Hundred
Ninety-Four Thousand Dollars ($294,000.00) paid in cash. Seller
acknowledges that said sum represents 49% of the necessary expenses
incurred in connection with the prosecution of the CP before the FCC.
At the same time, Buyer shall loan Mr. Popjes $306,000.00 upon
commercially reasonable terms for twenty-four months at the prime rate
of interest charged by The Bank of New York (the "Loan").

2. Upon the issuance of the 49% Stock to Buyer, and Seller's execution of
an assignable transmitter site lease acceptable to Buyer, Buyer shall
begin to purchase all necessary assets to construct the Station with
Buyer retaining title to all such purchased assets. Once PTA has
begun, Buyer shall forgive all principal and interest payments due
under the Loan and such forgiveness shall represent consideration for
the Option summarized below.

3. Buyer shall have the exclusive Option to purchase the 21% Stock to be
exercised at any time during the ninety (90) day period beginning on
the day after the first anniversary of PTA, or such earlier time if no
one year holding period is required by the FCC. At the closing (the
"Closing") on the 21% Stock, to be held on a date set by Buyer, which
shall be within ten (10) business days after the consent of the FCC to
the transfer of control of Seller to Buyer has become a final order no
longer subject to judicial or administrative review (subject to waiver
of such final order requirement in the sole discretion of Buyer),
Seller will cause the 21% Stock to be transferred to Buyer in
accordance with the provisions of the Stock Purchase and Option
Agreement as described in Paragraph 4 below.

4. The Stock Purchase and Option Agreement shall, among other terms
customary in transactions of this nature, include the following terms:

(a) The purchase price for the 21% Stock shall be TWO HUNDRED
SEVENTY THOUSAND DOLLARS ($270,000.00) in cash at Closing.

(b) The obligations of the parties to consummate the proposed
transfer of control of Seller shall be subject to receipt of
any required consents or authorizations and other conditions
usual and customary in transactions of this nature.

<PAGE> 4

that are usual and customary in transactions of this nature
and which shall survive the Closing for eighteen (18) months.
Each Seller shall represent and warrant that Buyer is the
owner of 70% of issued and outstanding common voting stock of
Western Michigan Family Broadcasting, Inc. and that William B.
Popjes owns the remaining 30%.

(d) Buyer and Seller shall enter into a Shareholders Agreement at
Closing that will contain customary language for transactions
of this nature including, without limitation, an agreement to
agree on all major corporate decisions such as capital
expenditures, budgets, etc. and a right of first refusal for
each party.

(e) Seller acknowledges that Buyer has a business relationship
with Paxson Communications Corporation ("Paxson") and that
Paxson will participate with Buyer in program production under
the Time Brokerage Agreement with Buyer retaining program time
between 10 pm and 7 am, Monday through Friday and Paxson
programming the remaining time.

5. The parties shall in good faith endeavor to prepare and negotiate the
Operating Agreements acceptable to each party in its discretion, as
soon as possible but no later than October 25, 1995. If these
Operating Agreements are not executed by October 25, 1995, then the
terms of this Letter of Intent shall expire without any liability to
either Seller or Buyer.

6. From the date of its execution of this letter until the sooner of (I)
the execution of the Operating Agreements or (ii) the termination of
the obligations of the parties hereunder, Seller shall not seek,
transfer, convey or otherwise dispose of, with or without
consideration, the CP or any Assets used or useful in or relating to
the Station other than in the ordinary course of business.

7. Buyer shall be afforded, from and after the date hereof, reasonable
opportunity to inspect the Station and the books and records of the
Seller. Until such a time as the Operating Agreements may be executed
which shall supersede this Letter of Intent, this proposal is
contingent upon and subject to proper confirmation and verification by
Buyer of the financial and other information made available to Buyer
by the Seller, review of the Seller's corporate records and proposed
operation of the Station and its technical facilities as may be
requested by Buyer, all to the satisfaction of Buyer in its sole
discretion.

8. Buyer and Seller each agree that it will use its best efforts to keep
confidential (except for such disclosure to attorneys, bankers,
underwriters investors, etc. as may be appropriate in the furtherance
of this transaction) all information of a confidential nature obtained
by it from the other (including the terms of this proposal and the
identity of Buyer) in connection with the transactions contemplated by
this Letter of Intent, and in the event that such transactions are not
consummated, will return to the other all documents and other
materials obtained from the other in connection therewith.

9. Buyer and Seller shall jointly prepare and determine the timing of,
any press release, or other

<PAGE> 5

announcement to the public following execution of the Operating
Agreements.

10. Seller agrees that until October 25, 1995 or earlier if the parties
mutually determine that they are unable to enter into the Operating
Agreements, it shall not offer or seek to offer, or entertain or
discuss any offer, to sell the Station, or to transfer control of
Seller, nor shall it permit its owners to offer, to seek to offer, or
entertain or discuss any offer to sell, any interest in the Station or
the Seller to third parties.

11. Each party shall hold the other harmless from any liability for a
brokerage commission based upon this transaction and Buyer shall be
responsible for the brokerage Commission due to Communications Equity
Associates.

12. Except for paragraphs 5, 6, 7, 8, 9, 10, and 11 which shall be legally
binding in accordance with their respective terms, neither this letter
nor the acceptance hereof is intended to, and nor shall it create a
binding legal obligation, and the understanding set forth herein is
subject to the execution of the Operating Agreements.

13. Buyer may with the written consent of the Seller which shall not be
unreasonably withheld, assign its rights and obligations under this
letter to another entity, upon which assignment Buyer's rights and
obligations hereunder shall terminate. Such other entity shall be the
signatory to the Operating Agreements.

14. This proposal shall expire at 5:00 P.M., Eastern Standard Time on
September 29, 1995, unless earlier accepted by Seller. Acceptance by
Seller shall be evidenced by the signature of an authorized
representative of Seller and Mr. Popjes on this Letter of Intent
provided to Buyer prior to 5:00 P.M., September 29, 1995.

This letter may be signed in counterparts, all of which taken together shall
constitute one instrument, and any of the parties hereto may execute this
letter by signing any such counterpart. This letter shall become effective
upon execution by all parties hereto. Please indicate your acceptance of the
terms and conditions of this proposal by signing in the space provided below.

The Christian Network, Inc. Western Michigan Family Broadcasting, Inc.

By: /s/ James L. West By: /s/ William B. Popjes
----------------------------- -----------------------------------------
Its: Chairman Its: President
---------------------------- ----------------------------------------

/s/ William B. Popjes
----------------------------------------
William B. Popjes

<PAGE> 1

EXHIBIT 10.86

<PAGE> 2

EXHIBIT 10.86

THE CHRISTIAN NETWORK, INC.
14444 66th Street, North
Clearwater, Florida 34624

October 4, 1995

Oleen Eagle, President
Cornerstone Television, Inc.
Route #48, Signal Hill Drive
Wall, Pennsylvania 15148-1499

Dear Ms. Eagle:

The Christian Network, Inc. ("Buyer"), through an affiliated entity to be
formed, hereby proposes to purchase all of the assets, including real property,
tangible and intangible personal or mixed properties (the "Assets"), used or
useful in the operation of Television Station WOCD-TV, Amsterdam, New York (the
"Station") licensed to Cornerstone TV, Inc. ("Seller"), free and clear of all
debts, liens, encumbrances or other liabilities, subject to the following terms
and conditions:

1. At the closing (the "Closing") to be held on a date set by Buyer
within ten (10) business days after the consent of the Federal
Communications Commission ("FCC") to the transfer of the broadcast
license for the Stations (and any auxiliary licenses) has become a
final order no longer subject to judicial or administrative review
(subject to waiver of such final order requirement in the sole
discretion of Buyer), Seller will sell the Assets to Buyer in
accordance with the provisions of a definitive Asset Purchase
Agreement as described in Paragraph 2 below (the "Purchase
Agreement").

2. The Purchase Agreement shall, among other terms customary in
transactions of this nature, include the following terms:

(a) The purchase price for the Assets shall be TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS ($2,500,000.00) payable Eight Hundred
Fifty Thousand Dollars ($850,000) in cash at Closing with the
balance evidenced by Buyer's Promissory Note in the principal
sum of One Million Six Hundred Fifty Thousand Dollars
($1,650,000) payable over a seven (7) year term with interest
at the prime commercial rate of the Bank of New York.
Additionally, Buyer and Seller shall enter into a Time
Brokerage Agreement at Closing whereby Seller shall provide
programming for the Station between the hours of 9pm and
midnight, Sunday through Friday, and such Time Brokerage
Agreement shall continue until the Buyer's $1,650,000
Promissory Note has been paid in full.

<PAGE> 3

-2-

(c) Buyer will review and agree to consider assuming certain
existing contracts of Seller relating to the Station and the
assumed contracts shall be set forth in the Purchase
Agreement.

(d) The Purchase Price shall be subject to normal closing
prorations.

(j) Seller shall pay all federal, state and local sales or
transfer taxes arising from the conveyance of the Assets to
Buyer.

3. Buyer shall deposit with First Union National Bank, the sum of ONE
HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) upon execution of
the Purchase Agreement, (the "Deposit") pursuant to an Escrow Deposit
Agreement, among the parties. In the event that the Buyer wrongfully
fails to close and Seller has fully complied with the terms of the
Purchase Agreement, then only in that event Buyer shall forfeit the
Deposit to Seller as liquidated damages and as the exclusive remedy of
Seller against Buyer.

<PAGE> 4

-3-

4. The parties shall in good faith endeavor to prepare and negotiate a
Purchase Agreement acceptable to each party in its discretion, to be
executed by Seller and a subsidiary of Buyer no later than October 31,
1995. If the Purchase Agreement is not executed by October 31, 1995,
then the terms of this letter shall expire without any liability to
either Seller or Buyer.

9. Seller agrees that until October 31, 1995 or earlier if the parties
mutually determine that they are unable to enter into the Purchase
Agreement, it shall not offer or seek to offer, or entertain or
discuss any offer, to sell the Station, nor shall it permit its owners
to offer, to

<PAGE> 5

-4-

seek to offer, or entertain or discuss any offer to sell, any
interest in the Station to third parties.

10. Except for paragraphs 4, 5, 6, 7, 8, 9 and Paragraph 10 which shall be
legally binding in accordance with their respective terms, neither
this letter nor the acceptance hereof is intended to, and nor shall it
create a binding legal obligation, and the understanding set forth
herein is subject to the execution of the Purchase Agreement.

11. Buyer may assign its rights and obligations under this letter to an
affiliated entity, upon which assignment Buyer's rights and
obligations hereunder shall terminate. Such affiliated entity shall
be the signatory to the Purchase Agreement.

12. This proposal shall expire at 5:00 P.M., Eastern Standard Time on
October 6, 1995, unless earlier accepted by Seller. Acceptance by
Seller shall be evidenced by the signatures of a duly authorized
officer of Seller on this Letter of Intent provided to Buyer prior to
5:00 P.M., October 6, 1995.

Please indicate your acceptance of the terms and conditions of this proposal by
signing in the space provided below.

The Christian Network, Inc.

By: /s/ James L. West
---------------------------------------------

Its: Chairman
--------------------------------------------

Cornerstone Television, Inc.

By: /s/ Oleen Eagles
---------------------------------------------

Its: President
--------------------------------------------

<PAGE> 6

ATTACHMENT I

INFORMATION RELATING TO STATION WOCD-TV

1. Inventory of Station's personal property

2. Real property description and leasehold interests of the
Station along with copies of all leases and existing title
policies

3. Licenses and governmental authorizations

4. Copies of contracts to which the Station is a party and that
are to be assumed by Buyer following Closing

5. Intangible assets of the Station

6. Insurance policies on Station property and operations

7. List of employees indicating: name; title; salary; date of
hire; and date and amount of last salary increase. Copies of
all employee benefit plans

8. Station financial statements for 1993, 1994 and 1995 year to
date

9. Station property excluded from sale

10. Cable systems currently carrying the Station

11. Litigation and other administrative proceedings to which the
Station is a party

<PAGE> 1

EXHIBIT 21

<PAGE> 2
EXHIBIT 21

LIST OF SUBSIDIARIES

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
State or
Other
Jurisdiction of
Incorporation/
Name Organization D/B/A
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
Paxson Communications of Florida, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications LP, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications Management Company Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications Marketing, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications Networks, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Excel Marketing Enterprises, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Outdoor, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Networks, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications Television, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Broadcasting of Jacksonville, Limited Partnership Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Broadcasting of Miami, Limited Partnership Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Broadcasting of Orlando, Limited Partnership Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Broadcasting of Tampa, Limited Partnership Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Tampa License Limited Partnership Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Jacksonville License Limited Partnership Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Miami License Limited Partnership Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Orlando License Limited Partnership Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Atlanta-14, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Atlanta License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Boston-60, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Boston License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Dallas-68, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Dallas License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of New London-26, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson New London License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Philadelphia-61, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Philadelphia License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Miami-35, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of San Jose-65, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson San Jose License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Tampa-66, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of West Palm Beach-25, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson West Palm Beach License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Los Angeles-30, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Los Angeles License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Minneapolis-41, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of St. Louis-13, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Minneapolis License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Cookeville, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Cookeville License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Ft. Pierce-34, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
State or
Other
Jurisdiction of
Incorporation/
Name Organization D/B/A
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
Paxson Communications of Orlando-56, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Houston-49, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Houston License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Infomall TV Network, Inc. Delaware
- ------------------------------------------------------------------------------------------------------------------------
Paxson St. Louis License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Infomall Cable Network, Inc. Delaware
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Cleveland-67, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Washington-60, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Washington License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Phoenix-13, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Phoenix License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Infomall Los Angeles, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Milwaukee-55, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Denver-59, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of New York-43, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson New York License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Akron-23, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Akron License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Dayton-26, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Flagstaff-13, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Battle Creek-43, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Albany-55, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Raleigh Durham-47, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of San Juan, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Providence-69, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Salt Lake City-16, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Greensboro-16, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Greensboro License, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Tulsa-44, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Paxson Communications of Tallahassee, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
Pax Jax, Inc. Florida
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 1

EXHIBIT 23.1
<PAGE> 2

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of Paxson Communications Corporation of our
report dated February 28, 1996 relating to the consolidated financial statements
of Paxson Communications Corporation; our report dated July 17, 1995 relating to
the financial statements of KZKI-TV (a division of Sandino Telecasters); our
report dated August 21, 1995 relating to the financial statements of Paugus
Television, Inc. (WGOT-TV); and our report dated October 11, 1995 relating to
the financial statements of WTVX-TV, Krypton Broadcasting of Ft. Pierce, Inc.,
which appear in such Prospectus. We also consent to the application of our
report dated February 28, 1996 relating to the consolidated financial statements
of Paxson Communications Corporation to the Financial Statement Schedule for the
three years ended December 31, 1995 listed under Item 16(b) of this Registration
Statement when such schedule is read in conjunction with the financial
statements referred to in our report. The audits referred to in such report also
included these schedules. We also consent to the references to us under the
heading Experts in such Prospectus.

PRICE WATERHOUSE LLP
Tampa, Florida

March 26, 1996

<PAGE> 1

EXHIBIT 23.2
<PAGE> 2

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of Paxson Communications Corporation of our
report dated November 7, 1995 relating to the combined financial statements of
New Age Broadcasting, Inc. and The Seventies Broadcasting Corporation for the
year ended September 30, 1995, and our report dated December 2, 1994 relating to
the financial statements of New Age Broadcasting, Inc. for the year ended
September 30, 1994, which appear in such Prospectus. We also consent to the
reference to us under the heading Experts in such Prospectus.

VOYNOW, BAYARD AND COMPANY

Ft. Lauderdale, Florida

March 26, 1996

<PAGE> 1

EXHIBIT 23.4
<PAGE> 2

EXHIBIT 23.4

CONSENT OF SPECIAL COUNSEL EXPERT

The undersigned has acted as special counsel to Paxson Communications
Corporation, a Delaware corporation (the "Company"), in connection with certain
matters described in the Company's Registration Statement on Form S-1 and
Prospectus registering the Company's $.001 par value Class A Common Stock, and
consents to the reference to the undersigned under the caption "Legal Matters."

DOW, LOHNES & ALBERTSON
a Professional Limited Liability Company

/s/ John Fieore
-------------------------------------------

Washington, D.C.
March 22, 1996

<PAGE> 1

EXHIBIT 99.1
<PAGE> 2
EXHIBIT 99.1

TAX EXEMPTION SAVINGS AGREEMENT

THIS TAX EXEMPTION SAVINGS AGREEMENT is among Lowell W. Paxson
("Paxson"), Paxson Communications Corp. ("PCC"), and The Christian Network,
Inc., ("CNI") and is dated this 15th day of May, 1994. Paxson, PCC, and CNI
are referred to individually as a "Party" and, collectively, as the "Parties."
References in this Agreement to affiliates of PCC include all persons over
which PCC has either voting control or owns a majority of the person's equity
interests.

BACKGROUND

CNI is a Florida not-for-profit corporation which has received a
favorable determination from the Internal Revenue Service that it is an
organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (the "Code"), and is also classified as an organization,
consisting of a church or an association of churches, described in Section
509(a)(1) and Section 170(b)(1)(A)(i) of the Code. One effect of these
determinations is that CNI is not a private foundation.

Paxson has been a major motivational and financial force behind the
creation of CNI and his contributions have enabled CNI to carry on its exempt
purposes. CNI has not had the financial wherewithal nor the expertise
necessary, without the assistance of Paxson and the entities affiliated with
PCC, to deliver its message to the public. Without the support of Paxson,
CNI's activities would have been substantially curtailed and CNI may not have
been able to continue to exist. As a result, CNI, PCC and its affiliates, and
Paxson have engaged in, and will engage in, various transactions involving
transfers of property, services, or cash between or among the Parties (the
"Transactions"), and the Parties wish to enter into this Agreement to ensure
that inadvertent and unintentional effects or consequences of the Transactions
involving CNI will not jeopardize CNI's tax-exempt status.

UNDERTAKINGS

The Parties hereby agree as follows:

1. Purpose. Paxson and PCC, on behalf of itself and each of its
affiliates, acknowledge that the maintenance by CNI of its federal income tax
exemption is fundamental to the purposes of the Parties to this Agreement and
to the purpose of each Transaction involving CNI.

2. Corrective Action. If the Internal Revenue Service, a court,
or other body having regulatory control over CNI determines that any prior or
subsequent Transaction between or among Paxson, PCC and its affiliates, and CNI
(such Transaction is referred to herein as the "Identified Problem") results
(or would result unless corrected) in the imposition of a penalty on CNI or any
of its trustees, officers, directors or employees, or jeopardizes CNI's federal
income tax exemption, then the Parties agree to take whatever action (the
"Corrective Action")
<PAGE> 3
as is appropriate to avoid the imposition of any such penalty or loss of
federal tax exemption. Corrective Action may include, but is not limited to, a
rescinding of any contract, restructuring of any agreement, or the transfer of
any property, money, or services if the effect of the action would cure the
Identified Problem. To this end, the Parties agree that the Corrective Action
shall be that minimum action necessary to avoid the incurrence of the penalty
or loss of tax-exempt status, as the case may be, and which would still provide
the Transaction with substantial substantive effect if possible.

3. CNI's Liability. CNI shall not be liable to Paxson, PCC, or
any of PCC's affiliates because of any act, or failure to act, by CNI if CNI
determines the act or omission might jeopardize its federal income tax
exemption, nor shall CNI be liable for any loss, damages, or expenses incurred
by Paxson, PCC, or PCC's affiliates in complying with the terms of this
Agreement, or otherwise.

4. Termination or Amendment. Any provision included in any
contract or agreement pertaining to any Transaction shall be void and
unenforceable if it is subsequently determined that compliance with such
provision is reasonably certain to jeopardize CNI's federal income tax
exemption. In the event Paxson or PCC determines that a provision rendered
void by the preceding sentence was material to his or its purposes for entering
into the Transaction, then Paxson or PCC may either (i) immediately terminate
the contract or agreement governing the Transaction, or (ii) obtain the
approval of the other Parties to amend the contract or agreement governing the
Transaction if the amendment is not likely to jeopardize CNI's federal income
tax exemption. CNI's determination that a particular act or omission (or the
inclusion of a particular provision in the contract or agreement pertaining to
a Transaction) may reasonably jeopardize its federal income tax exemption shall
be conclusive and binding upon Paxson and PCC.

5. Costs. Any costs incurred by CNI in connection with this
Agreement, including, but not limited to, costs of obtaining legal opinion,
appraisals or evidence necessary to support the position that a Transaction
does not give rise to an Identified Problem, and attorneys' fees in any action
arising out of, or matters contemplated by, this Agreement shall be paid by
Paxson.

6. Governing Law. This Agreement shall be governed by the laws
of the state of Florida as to all matters, including but not limited to,
matters of validity, construction, effect, performance, and remedies.

7. Severability. If any provision of this Agreement or the
application thereof to any person or circumstance is determined to be invalid
or unenforceable to any extent, the remainder of this Agreement, and the
application of any such provision to the other persons or circumstances, shall
not be affected thereby and shall be enforced to the greatest extent permitted
by law.

-2-
<PAGE> 4
IN WITNESS WHEREOF, this Agreement has been duly executed by the
Parties hereto as of the date first above written.

WITNESSES: LOWELL W. PAXSON

/s/ Lowell W. Paxson
- ------------------------------- -----------------------------------------

- -------------------------------

PAXSON COMMUNICATIONS CORP.

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

THE CHRISTIAN NETWORK, INC.

By: /s/ James L. West
- ------------------------------- --------------------------------------
Name: James L. West
------------------------------------
Title: Chairman
- ------------------------------- -----------------------------------

-3-