MODIFICATION AGREEMENT


     This MODIFICATION AGREEMENT (this "Modification Agreement") is dated May
10, 1996, by and between RIVER CITY BROADCASTING, L.P., a Delaware limited
partnership ("Seller"), and SINCLAIR BROADCAST GROUP, INC., a Maryland
corporation ("Buyer"), with reference to that certain Asset Purchase Agreement
dated as of April 10, 1996, between Seller and Buyer (the "Purchase Agreement")
and with any capitalized term used but not defined herein having the meaning
given to such term in the Purchase Agreement.

                                R E C I T A L S:

     A.     The Purchase Agreement contemplates that at the Closing of the
Purchase Agreement, (i) Seller shall assign to Buyer certain specified
agreements relating to the Columbus Station, and (ii) Buyer and Seller shall
enter into (A) a Time Brokerage Agreement with respect to the operation of the
Columbus Station, and (B) an Option Agreement providing for the grant by Seller
to Buyer of an option to acquire the remainder of the Columbus Station Assets.

     B.     Pursuant to Sections 5.9 and 6.4 of the Purchase Agreement, on
April 11, 1996, Buyer and Seller each filed with the U.S. Federal Trade
Commission ("FTC") and the U.S. Department of Justice ("DOJ"), an FTC Form C4,
Premerger Notification and Report Form (the "Notification Form"), with respect
to the transactions contemplated by the Purchase Agreement and the Option
Agreement.

     C.     DOJ has informed Buyer and Seller that it contemplates the issuance
of a "second request" with respect to the transactions contemplated by the
Purchase Agreement and the Option Agreement due to the conveyance by Seller to
Buyer of the Columbus Station Assets and the execution at Closing of the Time
Brokerage Agreement for the Columbus Station.

     D.     Buyer and Seller wish to set forth their agreements whereby they
will endeavor to negotiate modifications to the Purchase Agreement and the
Option Agreement to eliminate therefrom conveyance by Seller to Buyer of the
Columbus Station Assets and execution of a Time Brokerage Agreement for the
Columbus Station.

                           A G R E E M E N T S:

     In consideration of the above recitals and the covenants and agreements
contained herein, the parties hereto agree as follows:

     1.     Intended Agreements.  The parties hereby agree that they will use
their commercially reasonable efforts to negotiate, expeditiously and in good
faith, the terms of the following:
     (a)     definitive, mutually acceptable amendments to the Purchase
Agreement, the Option Agreement and, to the extent necessary, any related
schedules, exhibits or other documents, to reflect such provisions as to which
the parties may mutually agree, including to eliminate therefrom (i) conveyance
by Seller to Buyer of any assets relating to the Columbus Station under the
Purchase Agreement or the Option Agreement, (ii) grant of the Columbus Option
under the Option Agreement, (iii) execution between Buyer and Seller of a Time
Brokerage Agreement for the Columbus Station, and (iv) hiring by Buyer of
Seller's Columbus Station employees (such amended agreements, if and as
executed, referred to herein as the "Amended Transaction Agreements"); and 

     (b)     definitive, mutually acceptable agreements between Buyer and
Seller relating to the Columbus Station (when and if executed, the "Columbus
Agreements"), which may provide for one or more of the following:  (i) the
grant by Seller to Buyer of an option to acquire the Columbus Station Assets,
(ii) the execution, subject to Section 3 below, between Buyer and Seller of a
Time Brokerage Agreement for the Columbus Station, (iii) the hiring by Buyer of
Seller's Columbus Station employees, and (iv) such other provisions as to which
the parties may mutually agree.

     2.     HSR Act Compliance.

     (a)     Buyer and Seller acknowledge and confirm (i) that on May 10, 1996,
they withdrew their Notifications Forms filed at the FTC and the DOJ, and have
thus not received clearance under the HSR Act with respect to the transactions
contemplated by the Purchase Agreement and the Option Agreement, and (ii) that
consequently, the conditions precedent to the consummation of the Purchase
Agreement set forth in Sections 7.4 and 8.6 thereof have not been satisfied.

     (b)     As soon as possible after the date hereof, but in no event later
than May 14, 1996, Buyer and Seller shall prepare and file new Notification
Forms with the FTC and the DOJ with respect to the transactions contemplated by
the Amended Transaction Agreements as described above.  Thereafter, Buyer and
Seller shall (i) promptly furnish all materials requested by either the FTC and
the DOJ, including copies of the Amended Transaction Documents promptly
following their execution, and (ii) cooperate fully and use their commercially
reasonable efforts to obtain early termination of the waiting period or
otherwise expedite compliance with the HSR Act.  All filing fees under the HSR
Act shall be borne one-half (1/2) by each of Seller and Buyer.

     3.     The Columbus Station.  Buyer and Seller acknowledge and confirm
that the HSR Act shall apply to an acquisition by Buyer from Seller of the
Columbus Station Assets subject to the Columbus Agreements (if and when
executed).  Buyer and Seller agree (i) that they will provide both DOJ and FTC
with a copy of the Columbus Agreements (if and when executed), and (ii) that
they will abide by the terms of the Letter dated the date hereof by counsels to
Buyer and Seller to DOJ, a copy of which is attached hereto and the terms of
which are incorporated herein by reference.

     4.     Inability of Buyer and Seller to Agree to Amended Transaction
Agreements. Notwithstanding anything to the contrary in the foregoing, if
notwithstanding their commercially reasonable and good faith efforts, Buyer and
Seller are unable to agree on the terms of the Amended Transaction Agreements
and the Columbus Agreements prior to June 10, 1996, then the existing terms of
the Purchase Agreement and the Option Agreement shall stand in full force and
effect, (i) without giving effect to anything herein with respect to any
intention of Buyer or Seller to negotiate amendments thereto, and (ii) with the
parties hereby acknowledging that the conditions precedent set forth in
Sections 7.4 or 8.6 of the Purchase Agreement shall not have been satisfied.

     5.     Miscellaneous.  This Modification Agreement may be executed in
several counterparts, and all so executed shall constitute one Modification
Agreement, binding on all the parties hereto.

     IN WITNESS WHEREOF, this Modification Agreement has been executed by the
Seller and Buyer as of the date first above written.

     Seller:                                      Buyer:

RIVER CITY BROADCASTING, L.P.                 SINCLAIR BROADCAST GROUP,
                                                        INC.
By:     Better Communications, Inc.,
        its general partner


     By:____________________________      By:____________________________

     Name:                                Name:

     Title:                               Title: