1 EXHIBIT 10.145 STOCK PURCHASE AGREEMENT

1
EXHIBIT 10.145

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STOCK PURCHASE AGREEMENT

BY AND AMONG

CHANNEL 64 OF SCRANTON, INC.,

▇▇▇▇▇▇ COMMUNICATIONS OF SCRANTON-64, INC.

AND

▇▇▇ ▇▇▇▇▇▇▇▇ D/B/A
▇▇▇▇▇▇▇▇ BROADCASTING

* * *

DECEMBER 11, 1996

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TABLE OF CONTENTS

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ARTICLE 1. CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.1 Terms Defined in this Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Clarifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

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

ARTICLE 3. ACTIONS TO BE TAKEN PRIOR TO THE INITIAL CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.1 Organization of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.2 Tower Site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.3 Modification Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.4 Pro Forma FCC Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.5 Assignment of Construction Permit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.6 Conduct Pending the Initial Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

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

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

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ARTICLE 6. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER AT THE INITIAL CLOSING . . . . . . . . . . 10
Section 6.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.2 Covenants and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.3 Modification Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.4 Approvals for Tower Site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.5 Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.6 Tower Site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.7 Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.8 Construction Permit; Adverse Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 6.9 No Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER AND THE COMPANY AT THE INITIAL CLOSING . . . . . . 12
Section 7.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7.2 Covenants and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 7.3 Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 7.4 Adverse Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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

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

ARTICLE 10. REPRESENTATIONS AND WARRANTIES OF BUYER REGARDING THE SECOND CLOSING . . . . . . . . . . . . . . . . 17

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ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY AND SELLER REGARDING THE SECOND CLOSING . . 18
Section 11.1 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 11.2 Copyrights, Trademarks and Similar Rights . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 11.3 Governmental Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 11.4 Title to and Condition of Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 11.5 Title to and Condition of Tangible Personal Property . . . . . . . . . . . . . . . . . . . 19
Section 11.6 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 11.7 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 11.8 Public Inspection File . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 11.9 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 11.10 Dividends and Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 11.11 Notices; Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 11.12 Liabilities of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 11.13 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE 12. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER AT THE SECOND CLOSING . . . . . . . . . . . . . . . 21
Section 12.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 12.2 Covenants and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 12.3 FCC Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 12.4 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 12.5 Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 12.6 Adverse Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.7 Time Brokerage Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.8 Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.9 Tower Site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 13. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER AND THE COMPANY AT THE SECOND CLOSING . . . . . . 23
Section 13.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.2 Covenants and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.3 FCC Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.4 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.5 Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.6 Time Brokerage Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 13.7 Adverse Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

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ARTICLE 14. JOINT COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 14.1 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 14.2 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 14.3 Governmental Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 14.4 Station Operation and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE 15. TRANSFER TAXES; FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 15.1 Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 15.2 Filing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 15.3 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE 16. ESCROW DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 16.1 Escrow Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE 17. RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 17.1 Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 17.2 Postponement of the Second Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 17.3 Option to Terminate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE 18. TERMINATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 18.1 Termination by the Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 18.2 Termination by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE 19. SPECIFIC PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE 20. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 20.1 Seller's and the Company's Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 20.2 Buyer's Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 20.3 Notice of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 20.4 Assumption and Defense of Third-Party Action . . . . . . . . . . . . . . . . . . . . . . . 29
Section 20.5 Limitation Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 21. OTHER PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 21.1 Survival of Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . 30
Section 21.2 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 21.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 21.4 Benefit and Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 21.5 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 21.6 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 21.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

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Section 21.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 21.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 21.10 PCC Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

EXHIBITS AND SCHEDULES TO
STOCK PURCHASE AGREEMENT

EXHIBITS

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

SCHEDULES

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

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of the
11th day of December, 1996, by and among ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ D/B/A ▇▇▇▇▇▇▇▇
BROADCASTING ("Seller"); CHANNEL 64 OF SCRANTON, INC., a Delaware corporation
(the "Company"); and ▇▇▇▇▇▇ COMMUNICATIONS OF SCRANTON-64, INC., a Florida
corporation ("Buyer").

W I T N E S S E T H

WHEREAS, Seller is the holder of a construction permit, File No.
▇▇▇▇-▇▇▇▇▇▇▇▇ ("Construction Permit"), issued by the Federal Communications
Commission ("FCC") for new television station WSWB-TV, Channel 64, Scranton,
Pennsylvania (the "Station");

WHEREAS, Seller has filed an application with the FCC, File No.
BMPCT-960417KM, requesting the modification of the Construction Permit (the
"Modification Application");

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

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

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

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

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

ARTICLE 1. CERTAIN DEFINITIONS

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

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

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

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

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

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

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

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

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

"Escrow Deposit" means $300,000 in cash deposited by Buyer with the
Escrow Agent pursuant to the Escrow Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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10

"Real Property" means all interests in real property, including fee
estates, leaseholds and subleaseholds, purchase options, easements, licenses,
rights to access, and rights of way, and all buildings and other improvements
thereon, owned or held by the Company that are used or useful in the business
or operations of the Station, together with any additions thereto between the
date of this Agreement and the Second Closing Date.

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

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

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

"Tangible Personal Property" means all machinery, equipment, tools,
vehicles, furniture, leasehold improvements, office equipment, plant,
inventory, spare parts, and other tangible personal property owned or held by
the Company that is used or useful in the conduct of the business or operations
of the Station, together with any additions thereto between the date of this
Agreement and the Second Closing Date.

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

"Tax Returns" means all federal, state, local and foreign income,
franchise, sales, use, occupation, property, excise, alternative or add-on
minimum, social security, employees' withholding, unemployment, disability,
transfer, capital stock and other tax returns and tax reports, and "Tax Return"
means any one of such Tax Returns.

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

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

Section 1.2 Clarifications. Words used herein, regardless of the
gender and number specifically used, shall be deemed and construed to include
any other gender and any other number as the context requires. Use of the word
"including" herein shall be deemed and construed to mean "including but not
limited to." Except as specifically otherwise

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11

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

ARTICLE 2. THE INITIAL CLOSING

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

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

Section 2.3 Purchase Price. The purchase price for the
Initial Shares (the "Initial Shares Purchase Price") shall be $____________.
The Purchase Price shall be paid at the Initial Closing by Buyer to Seller, in
accordance with written instructions provided by Seller to Buyer no less than
two (2) business days prior to the Initial Closing Date, by wire transfer of
immediately available federal funds.

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

Section 3.1 Organization of the Company. Seller shall cause
the Company to be duly qualified to conduct business in the State of
Pennsylvania.

Section 3.2 Tower Site. Prior to the Initial Closing, Seller
shall prepare and file with the FCC and any other federal, state or local
government authorities such applications, notices or other documents as may be
necessary or advisable to permit the construction and operation of the
Station's transmission facilities at the Tower Site (as described below).

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12

Section 3.3 Modification Application. Seller shall make such
additional filings with the FCC and continue to use its best efforts to cause
the FCC to grant the Modification Application as expeditiously as possible.

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

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

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

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

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

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

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

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13

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

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

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

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

Section 4.3 Conflicts. The execution and delivery of this
Agreement and the instruments or documents to be delivered by Buyer pursuant to
this Agreement at the Initial Closing, the consummation of the transactions
contemplated by this Agreement at the Initial Closing, and compliance with the
terms, conditions and provisions of this Agreement at the Initial Closing by
Buyer, with or without the giving of notice or the passage of time, or both, do
not and will not: (i) contravene any provision of Buyer's Articles of
Incorporation or By-laws; (ii) conflict with or result in a breach of or
constitute a default under any of the terms, conditions or provisions of any
indenture, mortgage, loan or credit agreement or any other agreement or
instrument to which Buyer is a party or by which it or its assets may be bound
or affected, or any decree, judgment or order of any court or governmental
department, commission, board, agency or instrumentality, domestic or foreign,
or any applicable law, ordinance, rule or regulation, including but not limited
to the Communications Act; or (iii) result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of Buyer's assets
or give to others any interests or rights therein.

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

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

- 7 -
14

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

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

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

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

Section 5.3 Conflicts. The execution and delivery of this
Agreement and the instruments or documents to be delivered by Seller or the
Company pursuant to this Agreement at the Initial Closing, the consummation of
the transactions contemplated by this Agreement at the Initial Closing, and
compliance with the terms, conditions and provisions of this Agreement at the
Initial Closing by Seller and the Company, with or without the giving of notice
or the passage of time, or both, do not and will not: (i) contravene any
provision of the Certificate of Incorporation or By-laws of the Company, (ii)
conflict with or result in a breach of or constitute a default under any of the
terms, conditions or provisions of any indenture, mortgage, loan or credit
agreement or any other agreement or instrument to which Seller or the Company
is a party or by which Seller or the Company or any of their respective assets
may be bound or affected, or any decree, judgment or order of any court or
governmental department, commission, board, agency or instrumentality, domestic
or foreign, or any applicable law, ordinance, rule or regulation, including but
not limited to the Communications Act; or (iii) result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the assets of Seller or the Company or the Common Stock or give to others
any interests or rights therein.

Section 5.4 Exchange Act; Investment Company Act. No securities
of the Company are required to be registered under Section 12 of the
Securities and Exchange Act

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15

of 1934, as amended. Neither Seller nor the Company is an "investment company"
as such term is defined in the Investment Company Act of 1940, as amended.

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

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

Section 5.7 Broker Neither Seller, the Company nor any person
acting on their behalf has incurred any liability for any finder's or broker's
fees or commissions in connection with the transactions contemplated by this
Agreement, except for such fees and commissions owed by Seller to ▇▇▇▇▇▇▇
Communications Corporation, which fees and commissions shall be the sole
responsibility of Seller.

Section 5.8 Construction Permit. The Construction Permit has
been validly issued and on the date hereof, Seller is the authorized legal
holder thereof and on the Initial Closing

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16

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

Section 5.9 Tower Site. On the Initial Closing Date, Seller
shall have valid and marketable fee simple title to the real property described
on Schedule 5.9 hereto (the "Tower Site").

Section 5.10 Consents. Except for the Pro Forma FCC Consent,
no consent, approval, permit or authorization of, or filing with, any
governmental authority or other party is required to consummate the
transactions contemplated by this Agreement at or before the Initial Closing.

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

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

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

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

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

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

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17

Section 6.3 Modification Application. The FCC shall have
granted the Modification Application without any material adverse conditions and
such grant shall have become a Final Order.

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

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

Section 6.6 Tower Site. Seller shall have valid and marketable
fee simple title to the Tower Site and shall have agreed to make it available to
the Company for the operation of the Station.

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

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

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

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

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

(e) Certificates. Certificates, dated as of the
Initial Closing Date, executed on behalf of Seller and the Company by Seller
and an officer of the Company, respectively, each certifying: (1) that the
representations and warranties of Seller and the Company

- 11 -
18

contained in this Agreement are true and complete in all material respects as of
the Initial Closing Date as though made on and as of that date; and (2) that
Seller and the Company have performed in all material respects all of their
respective obligations and agreements under this Agreement to be performed and
complied with by Seller and the Company on or before the Initial Closing Date.

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

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

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

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

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

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

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

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

Section 7.1 Representations and Warranties. The representations
and warranties of Buyer contained in this Agreement relating to the Initial
Closing shall be true and correct in

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all material respects on and as of the Initial Closing Date, with the same force
and effect as though made on and as of such date.

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

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

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

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

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

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

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

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

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

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20

ARTICLE 8. CONSTRUCTION AND OPERATION OF THE STATION

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

Section 8.2 FCC Consent.

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

(b) Seller and Buyer shall prepare and, within
five (5) business days after Seller's receipt of the Option Notice (as defined
below), shall file with the FCC an appropriate application for the FCC Consent.
Seller and Buyer shall thereafter prosecute the application for the FCC Consent
with all diligence and otherwise use their respective best efforts to obtain a
grant of the application for the FCC Consent as expeditiously as possible.
Each party agrees to comply with any condition imposed on it by the FCC
Consent, except that no party shall be required to comply with a condition if
(i) the condition was imposed on it as the result of a circumstance the
existence of which does not constitute a breach by that party of any of its
representations, warranties, or covenants hereunder, and (ii) compliance with
the condition would have a material adverse effect upon it. Buyer and Seller
shall oppose any petitions to deny or other objections filed with respect to
the application for the FCC Consent and any requests for reconsideration or
judicial review of the FCC Consent.

(c) If the Second Closing shall not have occurred
for any reason within the original effective period of the FCC Consent and
neither party shall have terminated this Agreement under Article 18, the
parties shall jointly request one or more extensions of the effective period of
the FCC Consent. No extension of the effective period of the FCC Consent shall
limit the exercise by either party of its right to terminate the Agreement
under Article 18.

Section 8.3 Employee Benefit Plans. Except as may be consented
to in writing by Buyer, the Company will not adopt any employee benefit plans or
arrangements applicable to the employees of the Company, including, without
limitation, pension or thrift plans,

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21

individual or supplemental pension or accrued compensation arrangements,
incentive plans, or bonus and termination arrangements; provided, however, that
nothing herein shall prevent the Company from adopting reasonable policies on
vacation and sick leave for its employees or offering them participation in
employer-paid group health plans or any other benefits required by law.

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

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

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

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

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

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

Section 8.10 Cable Carriage. Consistent with the rules and
regulations of the FCC, the Company shall notify the cable operators within the
Scranton, Pennsylvania Designated Market Area of the Station's election to be
carried on a "must-carry" basis on such cable operators' cable television
systems. The Company shall use its best efforts to provide such notices on the
date that is sixty (60) days prior to commencing operations pursuant to

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22

program test authority as defined by FCC rules and regulations, but in no event
shall such notices be provided later than thirty (30) days after the
commencement of such operations.

ARTICLE 9. THE OPTION AND THE SECOND CLOSING

Section 9.1 Option.

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

(b) Buyer may give written notice to Seller of
Buyer's intention to exercise the Option (the "Option Notice") at any time
during the ninety (90) day period beginning on the date the Station commences
operations pursuant to program test authority (the "Option Period"). In the
event that Buyer fails to give Seller the Option Notice prior to the end of the
Option Period, then the Option shall expire.

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

Section 9.2 The Second Closing. The Second Closing shall take
place at 10:00 a.m., Washington, D.C. time, on a date to be set by Buyer on no
less than five (5) days' written notice to Seller, which date shall not be
sooner than the first business day after the date on which the FCC Consent is
granted and shall not be later than the tenth business day after the date on
which the FCC Consent has become a Final Order, subject to the satisfaction of
all other conditions precedent to the holding of the Second Closing. The Second
Closing shall take place at the offices of Dow, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or such other place
as the parties shall mutually agree. If Buyer fails to specify the date for
Second Closing prior to the fifth business day after the date upon which the FCC
Consent has become a Final Order, the Second Closing shall take place on the
tenth business day after the date upon which the FCC Consent has become a Final
Order.

Section 9.3 Sale of Option Shares. Subject to the terms and
conditions set forth in this Agreement, including exercise by Buyer of the
Option, Seller hereby agrees to sell, transfer and deliver to Buyer on the
Second Closing Date, and Buyer agrees to purchase, the Option Shares, free and
clear of any claims, liabilities, security interests, mortgages, liens, pledges,
conditions, charges or encumbrances of any nature whatsoever.

- 16 -
23

Section 9.4 Purchase Price for Option Shares.

(a) The purchase price for the Option Interest
(the "Option Price") shall be the lesser of (i) an amount equal to the Fair
Market Value of the Company, as determined utilizing the procedures set forth
in subsection (b) hereof less the Purchase Price and (ii) $6,160,000 less the
Purchase Price. The Option Price shall be paid at the Second Closing by Buyer
or Buyer's designee to Seller by wire transfer of immediately available federal
funds or other means mutually satisfactory to Buyer and Seller in accordance
with written instructions provided by Seller to Buyer no less than two (2)
business days prior to the Second Closing Date.

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

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

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

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

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

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

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

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24

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

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

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

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

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

Section 11.4 Title to and Condition of Real Property. Within ten
(10) days after Seller receives the Option Notice, Seller shall deliver to
Buyer a true and complete description of all the Real Property and the
Company's interests therein. The Real Property shall comprise all real
property interests necessary to conduct the business and operations of the
Station as then conducted and for the lawful broadcasting by the Company from
the Tower Site as contemplated by the Construction Permit, as modified by the
Modification Application. The Company shall have good and marketable fee simple
title, insurable at

- 18 -
25

standard rates, to all fee estates (including the improvements thereon)
included in the Real Property, free and clear of all liens, mortgages, pledges,
covenants, easements, restrictions, encroachments, leases, charges, and other
claims and encumbrances of any nature whatsoever, and without reservation or
exclusion of any mineral, timber, or other rights or interests, except for
liens for real estate taxes not yet due and payable. All Real Property
(including the improvements thereon) (i) shall be in good condition and repair
consistent with its present use, (ii) shall be available for immediate use in
the conduct of the business and operations of the Station, and (iii) shall
comply with all applicable building or zoning codes and the regulations of any
governmental authority having jurisdiction.

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

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

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

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

Section 11.9 Taxes.

(a) The Company shall have filed all Tax Returns
and shall have paid all Taxes shown on such Tax Returns on any assessment
received by the Company, provided

- 19 -
26

that the Company shall not be required to pay any Tax the validity of which is
being contested by the Company in good faith and pursuant to appropriate
proceedings;

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

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

Section 11.11 Notices; Condemnation.

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

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

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

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

- 20 -
27

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

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

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

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

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

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

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

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

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

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

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

- 21 -
28

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

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

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

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

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

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

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

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

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

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29

Section 12.9 Tower Site. On or prior to the Second Closing Date,
Seller shall have conveyed to the Company valid and marketable fee simple title
to the Tower Site free and clear of any claims, liabilities, security
interests, mortgages, liens, pledges, conditions, charges or encumbrances of
any nature whatsoever except for current taxes not yet due and payable pursuant
to a warranty deed in form reasonably satisfactory to Buyer and on the Second
Closing Date, the Company shall be the holder of valid and marketable fee
simple title to such Tower Site free and clear of any claims, liabilities,
security interests, mortgages, liens, pledges, conditions, charges or
encumbrances of any nature whatsoever except for current taxes not yet due and
payable.

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

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

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

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

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

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

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

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

(b) Resolutions. Copies of resolutions adopted
by the Board of Directors of Buyer, authorizing and approving the execution of
this Agreement and the consummation

- 23 -
30

of the transactions contemplated hereby, certified by its Secretary as being
true and correct on the Second Closing Date.

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

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

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

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

ARTICLE 14. JOINT COVENANTS

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

Section 14.2 Cooperation. Buyer, Seller and the Company shall
cooperate fully with each other and their respective counsels and accountants
in connection with any actions required to be taken as part of their
obligations under this Agreement, and the parties will use their commercially
reasonable efforts to consummate the transactions contemplated hereby and to
fulfill their obligations hereunder. No party shall take any action that is
inconsistent with its obligations under this Agreement, that would render any
of its representations or warranties herein untrue or incomplete or that could
hinder or delay the

- 24 -
31

consummation of the transactions contemplated by this Agreement.
Notwithstanding the foregoing, and except as otherwise expressed in this
Agreement, Buyer shall have no obligation (a) to expend funds to obtain any of
the Consents or (b) to agree to any adverse change in any License or Contract
in order to obtain a Consent required with respect thereto.

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

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

ARTICLE 15. TRANSFER TAXES; FEES AND EXPENSES

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

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

Section 15.3 Expenses. Seller and the Company shall be solely
responsible for all costs and expenses incurred in connection with the
negotiation, preparation and performance of and compliance with this Agreement.
In connection with the FCC application for the transfer of the Option Shares to
Buyer at the Second Closing, Seller shall be responsible for the payment of any
costs or expenses that are incurred as a result of the filing of an objection
to such FCC application based upon the qualifications of Seller or the Company,
or the acts or omissions of Seller or the Company with respect to the
acquisition or construction of the Station, and Buyer shall be responsible for
the payment of any costs or expenses that are incurred as a result of the
filing of an objection to such FCC application based upon the qualifications of
Buyer or the acts or omissions of Buyer with respect to the acquisition or
construction of the Station. Seller shall have paid ▇▇▇▇▇▇▇ Communications
Corporation on or

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32

before the Second Closing Date the broker's fees and commissions payable by
Seller in connection with the transactions contemplated by this Agreement.

ARTICLE 16. ESCROW DEPOSIT

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

(a) At the Second Closing, Buyer, Seller and the
Company shall jointly instruct the Escrow Agent to disburse all funds held by
the Escrow Agent pursuant to the Escrow Agreement, including any interest or
other proceeds from the investment of funds held by the Escrow Agent, to or at
the direction of Buyer.

(b) If this Agreement is terminated pursuant to
Article 18 and Buyer is not in material breach of this Agreement, Buyer, Seller
and the Company shall jointly instruct the Escrow Agent to disburse all funds
held by the Escrow Agent pursuant to the Escrow Agreement, including any
interest or other proceeds from the investment of funds held by the Escrow
Agent, to or at the direction of Buyer.

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

(d) If this Agreement is terminated by Seller due
to Buyer's material breach of this Agreement, then the payment to Seller of the
Escrow Deposit pursuant to this Section shall be liquidated damages and shall
constitute full payment and the exclusive remedy for any damages suffered by
Seller by reason of Buyer's material breach of this Agreement. Seller and
Buyer agree in advance that actual damages would be difficult to ascertain and
that the amount of the Escrow Deposit is a fair and equitable amount to
compensate Seller for Buyer's material breach of this Agreement.

ARTICLE 17. RISK OF LOSS

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

- 26 -
33

or restore such assets to their prior condition as soon as possible after such
loss, impairment, condemnation or confiscation.

Section 17.2 Postponement of the Second Closing Date. If any
damage or destruction of the Company's assets occurs and such assets cannot be
restored or replaced on or before the Second Closing Date, the Second Closing
Date shall be postponed, the exact date and time of such postponed closing date
to be such date and time within the effective period of the FCC Consent as
shall be as agreed to by Seller, Buyer and the Company. If such assets cannot
be restored or replaced within the effective period of the FCC Consent, the
parties shall join in requesting an extension of the effective period of such
consent for a period not to exceed an additional one hundred eighty (180) days
from the date of FCC Consent.

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

ARTICLE 18. TERMINATION RIGHTS

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

(a) If the purchase of the Initial Shares and
Option Shares by Buyer pursuant to this Agreement shall not have occurred on or
prior to June 1, 1998;

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

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

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

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

(f) If the Agreement is terminated pursuant to
Subsection (e) hereof, Buyer agrees to sell, transfer and deliver to Seller the
Initial Shares, free and clear of any claims, liabilities, security interests,
mortgages, liens, pledges, conditions, charges or encumbrances of any nature
whatsoever, on the tenth (10th) business day following such termination (the
"Repurchase Closing Date"). The purchase price for the Initial Shares payable
by Seller to Buyer (the "Repurchase Price") shall be the Purchase Price paid by
Buyer to Seller at the Initial Closing. In addition, on the Repurchase Closing
Date, Seller shall purchase from Buyer the Station's equipment then being
leased to the Company by Buyer for a cash price equal to fifty (50%) percent of
Buyer's cost to purchase the equipment.

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

ARTICLE 19. SPECIFIC PERFORMANCE

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

ARTICLE 20. INDEMNIFICATION

Section 20.1 Seller's and the Company's Indemnification. Seller
and the Company shall jointly and severally indemnify, defend and hold Buyer
harmless from and against any and all loss, cost, liability, damage and expense
(including legal and other expenses incident thereto) of every kind, nature or
description, arising out of: (a) the breach of any representation or warranty
of Seller or the Company set forth in this Agreement or in any schedule or
certificate delivered to Buyer pursuant hereto; (b) the breach of any of their
covenants or other agreements contained in or arising out of this Agreement or
the transactions contemplated hereby; or (c) the ownership of the Initial
Shares prior to the Initial Closing, and the conduct of the business and
operations of the Station and the ownership of the Option Shares prior to the
Second Closing, including, but not limited to, any liability, judgment or
damages against the Company or Seller, their officers, directors, employees or
agents, as a result of litigation involving the Company, Seller or the
operation of the Station prior to each of the Closings. Buyer shall have the
right to enforce its indemnification rights hereunder against either Seller or
the Company at its option. Following the Initial Closing, Seller shall not
have any right of contribution against the Company for any indemnification
payment made by Seller hereunder and Seller hereby waives any such right that
it may have.

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

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

Section 20.4 Assumption and Defense of Third-Party Action. If
any claim hereunder arises of out a claim against the Claimant by a third
party, the Indemnifying Party shall have the right, at its own expense, to
participate in or assume control of the defense of such claim, and the Claimant
shall fully cooperate with the Indemnifying Party subject to reimbursement for
actual out-of-pocket expenses incurred as the result of a request by the
Indemnifying Party. If the Indemnifying Party elects to assume control of the
defense of any third-party claim, the Claimant shall have the right to
participate in the defense of such claim at its own expense. If a claim
requires immediate action, the parties will make every effort to reach a
decision with respect thereto as expeditiously as possible. If the
Indemnifying Party does not elect to assume control or otherwise participate in
the defense of any third-party claim, it shall be bound by the results obtained
by the Claimant with respect to such claim. In no event shall the Indemnifying
Party have the right to agree to a settlement which is binding upon Claimant
without Claimant's prior consent which shall not be unreasonably withheld.

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

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36

ARTICLE 21. OTHER PROVISIONS

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

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

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

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

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

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

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37

Section 21.7 Governing Law. The construction and performance of
this Agreement will be governed by the laws of the State of Delaware (except
for the choice of law provisions thereof).

Section 21.8 Notices. All notices, demands, and requests
required or permitted to be given under the provisions of this Agreement shall
be (a) in writing, (b) delivered by personal delivery, or sent by commercial
delivery service or registered or certified mail, return receipt requested, (c)
deemed to have been given on the date of personal delivery or the date set
forth in the records of the delivery service or on the return receipt, and (d)
addressed as follows:

To Buyer: ▇▇▇▇▇▇ Communications of Scranton-64, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

With a copy (which shall not ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Esq.
constitute notice) to: Dow, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
A Professional Limited Liability Company
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

To Company and Seller: ▇▇▇▇▇▇▇▇ Broadcasting
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.

With a copy (which shall not ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
constitute notice) to: ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

or to any other or additional persons and addresses as the parties may from
time to time designate in a writing delivered in accordance with this Section
21.8.

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

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

CHANNEL 64 OF SCRANTON, INC.

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

▇▇▇ ▇▇▇▇▇▇▇▇ D/B/A
▇▇▇▇▇▇▇▇ BROADCASTING

By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------

▇▇▇▇▇▇ COMMUNICATIONS OF
SCRANTON-64, INC.

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

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1 EXHIBIT 10.145 STOCK PURCHASE AGREEMENT

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