EXHIBIT 10.80 2 EXHIBIT 10.80 ___________________ _ LOAN AGREEMENT BY AND BETWEEN

EXHIBIT 10.80
2
EXHIBIT 10.80
________________________________________________________________________________

LOAN AGREEMENT

BY AND BETWEEN

▇▇▇▇▇▇ COMMUNICATIONS CORP.

AND

▇▇▇▇▇▇ MEDIA CORPORATION OF FLORIDA

FOR

TELEVISION STATION WHBI-TV,
LAKE WORTH, FLORIDA

MARCH 23, 1995

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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

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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

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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

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LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of March 23, 1995, is by and between
▇▇▇▇▇▇ COMMUNICATIONS CORP., a Delaware corporation having its principal
offices at ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Lender"), and ▇▇▇▇▇▇ MEDIA CORPORATION OF FLORIDA, a Delaware corporation
having its principal offices at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(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
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

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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 ▇▇▇▇ ▇▇▇▇▇▇ (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

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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);

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(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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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,

- 6 -
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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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.

- 8 -
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;

(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; or

(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.

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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.

(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

- 10 -
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 ▇▇▇▇, 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:

- 11 -
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

- 12 -
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

- 13 -
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.

- 14 -
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:

▇▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Media Corporation of Florida
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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

▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Tannenwald
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

If to the Lender:

▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ Communications Corp.
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
General Counsel
▇▇▇▇▇▇ Communications Corp.
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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 when deposited in
the mails.

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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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

- 16 -
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 ▇▇▇▇ ▇▇▇▇▇▇
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 ▇▇▇▇ ▇▇▇▇▇▇'▇ shareholder interests therein and not by recourse to ▇▇▇▇
▇▇▇▇▇▇ personally or by execution on any of his separate and/or joint assets,
other than his shareholder interests in Borrower.

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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: ▇▇▇▇▇▇ MEDIA CORPORATION OF
FLORIDA

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------- --------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President

WITNESS: ▇▇▇▇▇▇ COMMUNICATIONS CORP.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- --------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary

$7,000,000 March 23, 1995

EXHIBIT 1

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, ▇▇▇▇▇▇ MEDIA
CORPORATION OF FLORIDA, a Delaware corporation with its address at ▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Maker"), promises to pay to the
order of ▇▇▇▇▇▇ COMMUNICATIONS CORP., a Delaware corporation with its address
at ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (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
25

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Payee at ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, 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
26

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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: ▇▇▇▇▇▇ MEDIA CORPORATION OF FLORIDA

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
27

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SCHEDULE A

Date Amount of Loan Amount Repaid Unpaid Balance Notation Made By

_____ ______________ _____________ ______________ ________________

EXHIBIT 2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT, dated as of this 23rd day of March, 1995, by
and between ▇▇▇▇▇▇ MEDIA CORPORATION OF FLORIDA, a Delaware corporation with
its principal place of business at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ (the "Debtor"), and ▇▇▇▇▇▇ COMMUNICATIONS CORP., a Delaware corporation
with its principal place of business at ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (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
29

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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
30

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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
31

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(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
32

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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
33

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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;
34

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(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;
35

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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.
36

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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
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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.
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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: ▇▇▇▇▇▇ MEDIA CORPORATION OF
FLORIDA

_______________________________ By:__________________________
Name:________________________
Title:_______________________

WITNESS: ▇▇▇▇▇▇ COMMUNICATIONS CORP.

_______________________________ By:__________________________
Name:________________________
Title:_______________________

EXHIBIT 3

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT, made and entered into as of
this 23rd day of March, 1995 by and between ▇▇▇▇ ▇▇▇▇▇▇, an individual (the
"Pledgor"), and ▇▇▇▇▇▇ COMMUNICATIONS CORP., a Delaware corporation (the
"Pledgee");

W I T N E S S E T H:

WHEREAS, ▇▇▇▇▇▇ 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;
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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
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.
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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
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:

▇▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Media Corporation of Florida
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

To the Pledgee:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ Communications Corp.
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

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
44

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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.
45

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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: ▇▇▇▇ ▇▇▇▇▇▇

____________________________ By:__________________________

WITNESS: ▇▇▇▇▇▇ COMMUNICATIONS CORP.

____________________________ By:__________________________
Name:________________________
Title:_______________________

EXHIBIT A

Description of Stock

______ shares of common stock of the Company
issued in the name of ▇▇▇▇ ▇▇▇▇▇▇
represented by Share Certificate No. 1.

EXHIBIT 10.80 2 EXHIBIT 10.80 ___________________ _ LOAN AGREEMENT BY AND BETWEEN

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