ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 23, 1995 BY AND AMONG VALUEVISION INTERNATIONAL, INC., VVI BRIDGEPORT, INC., VVI AKRON, INC., AND PAXSON COMMUNICATIONS CORPORATION ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 23, 1995 BY AND AMONG...

EXHIBIT 10.47
2

EXHIBIT 10.47

ASSET PURCHASE AGREEMENT
DATED AS OF AUGUST 23, 1995
BY AND AMONG
VALUEVISION INTERNATIONAL, INC.,
VVI BRIDGEPORT, INC., VVI AKRON, INC., AND XXXXXX
COMMUNICATIONS CORPORATION

TABLE OF CONTENTS

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SECTION 1 CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Terms Defined in this Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Terms Defined Elsewhere in this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

SECTION 2 PURCHASE AND SALE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 Agreement to Sell and Buy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.2 Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.3 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.4 Working Capital Credits and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.5 Assumption of Liabilities and Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 3 REPRESENTATIONS AND WARRANTIES OF SELLERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1 Organization, Standing, and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.2 Authorization and Binding Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.3 Absence of Conflicting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.4 Governmental Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.5 Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.6 Tangible Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.7 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.8 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.9 Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.10 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.11 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.12 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.13 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.14 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.15 Claims and Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.16 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.17 Conduct of Business in Ordinary Course . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

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3.18 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.19 Disclaimer of Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 4 REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.1 Organization, Standing, and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.2 Authorization and Binding Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.3 Absence of Conflicting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.4 Licensee Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.5 Acknowledgment of "As-Is-Where-Is" Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 5 OPERATIONS OF THE STATIONS PRIOR TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.1 Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.2 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.3 Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.4 Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.5 Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.6 Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.7 Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.8 Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.9 Maintenance of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.10 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.11 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.12 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.13 Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.14 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.15 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 6 SPECIAL COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.1 FCC Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.2 Control of the Stations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.3 Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.4 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.5 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.6 Access to Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.7 Allocation of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.8 HSR Act Filing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.9 Title to Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.10 Environmental Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.11 Engineering Study . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.12 Sales Tax Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.13 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.14 No Inconsistent Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 7 CONDITIONS TO OBLIGATIONS OF BUYER AND SELLERS AT CLOSING . . . . . . . . . . . . . . . . . . . . . . . 27
7.1 Conditions to Obligations of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.2 Conditions to Obligations of Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 8 CLOSING AND CLOSING DELIVERIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

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8.2 Deliveries by Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.3 Deliveries by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 9 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9.1 Termination by ValueVision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9.2 Termination by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9.3 Escrow Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
9.4 Rights on Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.5 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.6 No Special Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 10 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; CERTAIN REMEDIES . . . . . . . . . . . . . 33
10.1 Indemnification by Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
10.2 Indemnification by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.3 Procedure for Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.1 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.3 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
11.4 Benefit and Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
11.5 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
11.6 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
11.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
11.8 Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
11.9 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
11.10 Waiver of Compliance; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
11.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
11.12 Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT is dated as of August 23, 1995, by and
between ValueVision International, Inc., a Minnesota corporation, VVI
Bridgeport, Inc., a Minnesota corporation, and VVI Akron, Inc., a Minnesota
corporation (each, a "Seller," and, collectively, the "Sellers"); and Xxxxxx
Communications Corporation, a Delaware corporation ("Buyer").

PRELIMINARY STATEMENT

ValueVision, either directly or through its subsidiaries, owns and
operates television stations WHAI-TV, Bridgeport, Connecticut, and WAKC-TV,
Akron, Ohio, pursuant to licenses issued by the Federal Communications
Commission. Sellers desire to sell, and Buyer wishes to buy, substantially all
the assets that are used or useful in the business or operations of the
Stations, for the price and on the terms and conditions set forth in this
Agreement.

AGREEMENTS

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

SECTION 1. CERTAIN DEFINITIONS.

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

"Affiliate" means "affiliate" as defined in Rule 12b-2 promulgated
under the Securities and Exchange Act of 1934.

"Assets" means the assets to be sold, transferred, or otherwise
conveyed to Buyer under this Agreement, as specified in Section 2.1.

"Assumed Contracts" means (a) all Material Contracts, (b) any other
Contract listed on Schedule 3.7 with respect to which Sellers are able to
obtain and deliver to Buyer at or prior to the Closing any Consent required for
the assignment of such Contract to Buyer, (c) contracts entered into prior to
the date of this Agreement with advertisers for the sale of advertising time or
production services for cash at rates consistent with past practices, (d) any
Contracts entered into by any Seller between the date of this Agreement and the
Closing Date that Buyer agrees in writing to assume, and (e) other contracts
entered into by any Seller between the date of this Agreement and the Closing
Date in compliance with Section 5.2.
7

"Closing" means the consummation of the purchase and sale of the
Assets pursuant to this Agreement in accordance with the provisions of Section
8.

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

"Consents" means the consents, permits, or approvals of government
authorities and other third parties necessary to transfer the Assets to Buyer
or otherwise to consummate the transactions contemplated by this Agreement,
including consents to the assignment of the Assumed Contracts.

"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 any Seller is a party or that are binding upon
any Seller and that relate to or affect the Assets or the business or
operations of either Station, and (a) that are in effect on the date of this
Agreement or (b) that are entered into by any Seller between the date of this
Agreement and the Closing Date.

"Effective Time" means 12:01 a.m., Eastern time, on the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

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

"Escrow Agreement" means the Escrow Agreement to be entered into among
Buyer, ValueVision, and the Escrow Agent in accordance with Section 9.3.

"FCC" means the Federal Communications Commission.

"FCC Consent" means action or actions by the FCC granting its consent
to the assignment of all the FCC Licenses to Buyer as contemplated by this
Agreement.

"FCC Licenses" means all Licenses issued by the FCC to any Seller in
connection with the existing or currently authorized business or operations of
either 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.

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"XXX Xxx" means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976, as amended.

"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 any Seller or under which any Seller is licensed or franchised and that are
used or useful in the business and operations of either Station, together with
any additions thereto between the date of this Agreement and the Closing Date.

"Licenses" means all licenses, permits, construction permits, and
other authorizations issued by the FCC, the Federal Aviation Administration, or
any other federal, state, or local governmental authorities to any Seller,
currently in effect and used in connection with the conduct of the business or
operations of either Station, together with any additions thereto between the
date of this Agreement and the Closing Date.

"Material Contracts" means those Assumed Contracts that are designated
on Schedule 3.7 as "Material Contracts."

"Permitted Encumbrances" means (a) liens for current taxes not yet due
and payable, (b) easements, covenants, conditions, and restrictions that are
disclosed on Schedule 3.5, (c) other easements, covenants, conditions, and
restrictions of record that affect any Real Property Interest and do not have a
material adverse effect on the use of such Real Property Interest in the
conduct of the business of either Station or materially detract from the value
of such Real Property Interest in the conduct of the business of either
Station, and (d) other Title Defects that constitute Permitted Encumbrances
pursuant to Section 6.9(c).

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

"Purchase Price" means the purchase price specified in Section 2.3.

"Real Property" means all real property, and all buildings and other
improvements thereon, whether or not owned or held by any Seller, used or
useful in the business or operations of either Station.

"Real Property Interests" means all interests in real property,
including fee estates, leaseholds and subleaseholds, purchase options,
easements, licenses, rights to access, and rights

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of way, and all buildings and other improvements thereon, owned or held by any
Seller that are used or useful in the business or operations of either Station,
together with any additions thereto between the date of this Agreement and the
Closing Date.

"Station" means television station WHAI-TV, Bridgeport, Connecticut,
or television station WAKC-TV, Akron, Ohio, and "Stations" means both
television station WHAI-TV, Bridgeport, Connecticut, and television station
WAKC-TV, Akron, Ohio.

"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
any Seller that is used or useful in the conduct of the business or operations
of either Station, together with any additions thereto between the date of this
Agreement and the Closing Date.

"ValueVision" means ValueVision International, Inc., a Minnesota
corporation.

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

Term Section
---- -------
Buyer Preamble

Buyer's Working Capital Credits Section 2.4(a)

Claimant Section 10.3(a)

Collection Period Section 6.13(a)

DOJ Section 6.8

Financial Statements Section 3.10

FTC Section 6.8

Indemnifying Party Section 10.3(a)

Seller Preamble

Sellers' Working Capital Credits Section 2.4(a)

Stations' Receivables Section 6.13(a)

Title Defect Section 6.9(b)

Working Capital Credits Section 2.4(a)

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SECTION 2. PURCHASE AND SALE OF ASSETS.

2.1 Agreement to Sell and Buy. Subject to the terms and
conditions set forth in this Agreement, Sellers hereby agree to sell, transfer,
convey, assign, and deliver to Buyer on the Closing Date (and ValueVision
agrees to cause each other Seller to sell, transfer, convey, assign, and
deliver to Buyer on the Closing Date), and Buyer agrees to purchase, all of
each Seller's right, title, and interest in the tangible and intangible assets
used or useful in connection with the conduct of the business or operations of
either Station, together with any additions thereto between the date of this
Agreement and the Closing Date, but excluding the assets described in Section
2.2, free and clear of any claims, liabilities, security interests, mortgages,
liens, pledges, conditions, charges, covenants, easements, restrictions,
encroachments, leases, or encumbrances of any nature (except for Permitted
Encumbrances), including the following:

(a) The Tangible Personal Property;

(b) The Real Property Interests;

(d) The Assumed Contracts;

(e) The Intangibles and all intangible assets of any
Seller relating to the operation of either Station that are not specifically
included within the Intangibles, including the goodwill of each Station, if
any;

(f) All of each Seller's proprietary information,
technical information and data, machinery and equipment warranties, maps,
computer discs and tapes, plans, diagrams, blueprints, and schematics,
including filings with the FCC relating to the business and operation of either
Station;

(g) All choses in action of any Seller relating to the
ownership or operations of either Station to the extent they relate to the
period after the Effective Time; and

(h) Copies of all books and records relating to the
business or operations of either Station, including executed copies of the
Assumed Contracts, and all records required by the FCC to be kept by either
Station.

2.2 Excluded Assets. The Assets shall exclude the following:

(a) Any Seller's cash on hand as of the Closing and any
Seller's interest in its bank accounts;

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(b) Any insurance policies, promissory notes, amounts due
from employees, bonds, letters of credit, certificates of deposit, other
similar items, or deposits or prepaid items (except to the extent that Sellers
receive a Working Capital Credit for any such deposit or prepaid item pursuant
to Section 2.4(a)), and any cash surrender value in regard thereto;

(c) Any pension, profit-sharing, or employee benefit
plans, including any Seller's interest in any Welfare Plan, Pension Plan, or
Benefit Arrangement (each as defined in Section 3.13);

(d) Any collective bargaining agreements;

(e) All tax returns and supporting materials, all
original financial statements and supporting materials, all books and records
that any Seller is required by law to retain, and all records of any Seller
relating to the sale of the Assets;

(f) Any interest in and to any refunds of federal, state,
or local franchise, income, or other taxes for periods prior to the Closing
Date;

(g) All accounts receivable of Sellers as of the Closing
Date and any intercompany accounts between the Sellers or any Affiliates
thereof; and

(h) Any claim or cause of action by any Seller relating
to the period before the Effective Time, including all claims arising under the
purchase agreements pursuant to which Sellers purchased the Stations.

2.3 Purchase Price. The Purchase Price for the Assets shall be
Forty Million Dollars. At the Closing, Buyer shall pay or cause to be paid to
or for the account of Sellers the Purchase Price by federal wire transfer of
same-day funds pursuant to wire instructions which shall be delivered by
ValueVision to Buyer at least two business days prior to the Closing Date.

2.4 Working Capital Credits and Payment.

(a) Prorations. All revenues and expenses arising from
the operation of each Station, including tower rental, business and license
fees, utility charges, real and personal property taxes and assessments levied
against the Assets, property and equipment rentals, applicable copyright or
other fees, sales and service charges, taxes (except for taxes arising from the
transfer of the Assets under this Agreement), and similar prepaid and deferred
items, shall be prorated between Buyer and Sellers in accordance with the
principle that Sellers shall receive all revenues and shall be responsible for
all expenses, costs, and liabilities allocable to the operations of each
Station for the period prior to the Effective Time, and Buyer shall receive all
revenues and shall

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12

be responsible for all expenses, costs, and obligations allocable to the
operations of each Station for the period after the Effective Time, subject to
Section 2.4(b). To effectuate the proration of expenses and revenues pursuant
to this Section 2.4(a), but subject to Section 2.4(b), Sellers shall receive a
credit equal to the amount of any expenses, costs, or liabilities that are paid
or incurred by Sellers and are allocable to the operations of either Station
for the period after the Effective Time plus the amount of any revenues that
are received by Buyer and are allocable to the operations of either Station for
the period before the Effective Time, and Buyer shall receive a credit equal to
the amount of any expenses, costs, or liabilities that are paid or incurred by
Buyer and are allocable to the operations of either Station for the period
before the Effective Time plus the amount of any revenues that are received by
Sellers and are allocable to the operations of either Station for the period
after the Effective Time. The credits to Sellers pursuant to this Section
2.4(a) are referred to as "Sellers' Working Capital Credits," the credits to
Buyer pursuant to this Section 2.4(a) are referred to as "Buyer's Working
Capital Credits," and Sellers' Working Capital Credits and Buyer's Working
Capital Credits are referred to collectively as the "Working Capital Credits."

(b) Expenses and Revenues Not Prorated.

(1) There shall be no proration of, and Sellers
shall remain solely liable with respect to, liabilities and obligations arising
under any Contracts not included in the Assumed Contracts and any other
obligation or liability not being assumed by Buyer in accordance with Section
2.5.

(2) Buyer shall receive a credit pursuant to
Section 2.4(a) to the extent that Buyer assumes any liability under any Assumed
Contract to refund (or to credit against payments otherwise due) any security
deposit or similar prepayment paid to any Seller by any lessee or other third
party.

(3) No proration shall be made in favor of either
Sellers or Buyer for any difference between the value of the goods or services
to be received by either Station under its trade or barter agreements as of the
Effective Time and the value of any advertising time remaining to be run by
such Station as of the Effective Time.

(4) There shall be no proration of earned
vacation time or other employee compensation. Sellers shall be solely
responsible for the payment of all compensation and commissions owed to each
Station's employees up to the Effective Time. Buyer may, as of the Effective
Time, employ those employees of such Station as Buyer may elect on terms and
conditions determined by Buyer.

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13

(5) There shall be no proration of music license
fees (ASCAP, BMI, SESAC, etc.); Sellers shall be responsible for filing and
paying all music license fees due and payable as of the Effective Time, and
Buyer shall be responsible for filing and paying all such fees after the
Effective Time.

(c) Manner of Determining Prorations and Credits. The
prorations and Working Capital Credits required by Section 2.4(a) will be
determined finally in accordance with the following procedures:

(1) ValueVision, on behalf of all Sellers, shall
prepare and deliver to Buyer not later than five days before the Closing Date a
preliminary settlement statement which shall set forth ValueVision's good faith
estimate of the Working Capital Credits, taking into account all prorations
under Section 2.4(a). The preliminary settlement statement (A) shall contain
all information reasonably necessary to determine the Working Capital Credits,
taking into account all prorations under Section 2.4(a), to the extent such
prorations can be determined or estimated as of the date of the preliminary
settlement statement, and such other information as may be reasonably requested
by Buyer, and (B) shall be certified by ValueVision to be true and complete to
ValueVision's knowledge as of the date thereof.

(2) Not later than sixty days after the Closing
Date, Buyer will deliver to ValueVision a statement setting forth Buyer's
determination of the Working Capital Credits pursuant to Section 2.4(a).
Buyer's statement (A) shall contain all information reasonably necessary to
determine the Working Capital Credits, taking into account all prorations under
Section 2.4(a), and such other information as may be reasonably requested by
ValueVision, and (B) shall be certified by Buyer to be true and complete to
Buyer's knowledge as of the date thereof. If ValueVision disputes the amount
of the Working Capital Credits determined by Buyer, it shall deliver to Buyer
within thirty days after its receipt of Buyer's statement a statement setting
forth its determination of the amount of the Working Capital Credits. If
ValueVision notifies Buyer of its acceptance of Buyer's statement, or if
ValueVision fails to deliver its statement within the thirty-day period
specified in the preceding sentence, Buyer's determination of the Working
Capital Credits shall be conclusive and binding on all Sellers as of the last
day of the thirty-day period.

(3) If ValueVision disputes the amount of the
Working Capital Credits determined by Buyer, Buyer and ValueVision shall use
good faith efforts to resolve any dispute involving the determination of the
Working Capital Credits as expeditiously as practicable.

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14

(d) Payments at Closing With Respect to Working Capital
Credits. At Closing:

(1) Sellers shall pay or cause to be paid to or
for the account of Buyer the amount, if any, by which Buyer's Working Capital
Credits exceed Sellers' Working Capital Credits, each as estimated in
ValueVision's preliminary settlement statement pursuant to Section 2.4(c)(1),
by federal wire transfer of same-day funds pursuant to wire instructions which
shall be delivered by Buyer to ValueVision at least two business days prior to
the Closing Date.

(2) Buyer shall pay or cause to be paid to or for
the account of Sellers the amount, if any, by which Sellers' Working Capital
Credits exceed Buyer's Working Capital Credits, each as estimated in
ValueVision's preliminary settlement statement pursuant to Section 2.4(c)(1),
by federal wire transfer of same-day funds pursuant to wire instructions which
shall be delivered by ValueVision to Buyer at least two business days prior to
the Closing Date.

(e) Payments to Reflect Final Determination of Working
Capital Credits. Within five business days after the date on which the Working
Capital Credits are finally determined pursuant to Section 2.4(c):

(1) Sellers shall pay or cause to be paid to or
for the account of Buyer, in immediately available funds, the amount, if any,
by which the sum of the amount of Buyer's Working Capital Credits, as finally
determined pursuant to Section 2.4(c), plus the amount of any payment made by
Buyer pursuant to Section 2.4(d)(2) exceeds the sum of amount of Sellers'
Working Capital Credits, as finally determined pursuant to Section 2.4(c), plus
the amount of any payment made by Sellers pursuant to Section 2.4(d)(1).

(2) Buyer shall pay or cause to be paid to or for
the account of Sellers, in immediately available funds, the amount, if any, by
which the sum of the amount of Sellers' Working Capital Credits, as finally
determined pursuant to Section 2.4(c), plus the amount of any payment made by
Sellers pursuant to Section 2.4(d)(1) exceeds the sum of amount of Buyer's
Working Capital Credits, as finally determined pursuant to Section 2.4(c), plus
the amount of any payment made by Buyer pursuant to Section 2.4(d)(2).

2.5 Assumption of Liabilities and Obligations. As of the Closing
Date, Buyer shall assume and undertake to pay, discharge, and perform all
obligations and liabilities of any Seller under the Licenses and the Assumed
Contracts to the extent that either (a) the obligations and liabilities relate
to the time after the Effective Time or (b) Buyer received a Working Capital
Credit therefor under Section 2.4(a) as a result of the proration of such
obligations and liabilities. Buyer shall not assume any other

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15

obligations or liabilities of any Seller, including (i) any obligations or
liabilities under any Contract (including any film or programming license
agreement) not included in the Assumed Contracts, (ii) any obligations or
liabilities under the Assumed Contracts relating to the period prior to the
Effective Time except insofar as Buyer receives a Working Capital Credit
therefor under Section 2.4(a), (iii) any claims, litigation, or proceedings
relating to the operation of either Station prior to the Closing, whether
asserted or filed before or after the Effective Time, (iv) any obligations or
liabilities of any Seller under any management incentive, employee pension,
retirement, or other benefit plans, (v) any obligations or liabilities of any
Seller under any collective bargaining agreements, (vi) any obligation to any
employee of either Station for severance benefits, vacation time, or sick leave
accrued prior to the Closing Date, (vii) any credit agreements, note purchase
agreements, indentures, or other financing arrangements, other than leases or
agreements listed on Schedule 3.7 and included in the Assumed Contracts, (viii)
any agreements entered into other than in the ordinary course of business of
either Station, or (ix) any obligations or liabilities caused by, arising out
of, or resulting from any action or omission of any Seller prior to the
Closing, and all such obligations and liabilities shall remain and be the
obligations and liabilities solely of Sellers.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLERS.

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

3.1 Organization, Standing, and Authority. Each Seller is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Minnesota, and is duly qualified to conduct business as a
foreign corporation in each state in which the nature of its business or the
ownership of its assets requires it to be so qualified, all of which are
identified on Schedule 3.1. Each Seller has all requisite corporate power and
authority (a) to own, lease, and use the Assets as now owned, leased, and used
by it, (b) to conduct the business and operations of each Station as now
conducted by it, and (c) to execute and deliver this Agreement and the
documents contemplated hereby, and to perform and comply with all of the terms,
covenants, and conditions to be performed and complied with by such Seller
hereunder and thereunder. ValueVision owns all of the outstanding capital
stock of each other Seller.

3.2 Authorization and Binding Obligation. The execution,
delivery, and performance of this Agreement by each Seller have been duly
authorized by all necessary actions on the part of such Seller. This Agreement
has been duly executed and delivered by each Seller and constitutes the legal,
valid, and binding obligation of each Seller, enforceable against it in
accordance

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16

with its terms except as the enforceability of this Agreement may be affected
by bankruptcy, insolvency, or similar laws affecting creditors' rights
generally, and by judicial discretion in the enforcement of equitable remedies.

3.3 Absence of Conflicting Agreements. Subject to obtaining the
governmental Consents provided for in Section 6.1 and Section 6.8 and the other
Consents listed on Schedule 3.3, the execution, delivery, and performance of
this Agreement and the documents contemplated hereby (with or without the
giving of notice, the lapse of time, or both): (a) do not require the consent
of any third party; (b) will not conflict with any provision of the Articles of
Incorporation or By-Laws of any Seller; (c) will not conflict with, result in a
breach of, or constitute a default under, any law, judgment, order, ordinance,
injunction, decree, rule, regulation, or ruling of any court or governmental
instrumentality; (d) will not conflict with, constitute grounds for termination
of, result in a breach of, constitute a default under, or accelerate or permit
the acceleration of any performance required by the terms of, any agreement,
instrument, license, or permit to which any Seller is a party or by which any
Seller may be bound legally; and (e) will not create any claim, liability,
mortgage, lien, pledge, condition, charge, or encumbrance of any nature upon
any of the Assets.

3.4 Governmental Licenses.

(a) Schedule 3.4 includes a true and complete list of the
Licenses. Sellers have made available to Buyer true and complete copies of the
Licenses (including any amendments and other modifications thereto). The
Licenses have been validly issued, and the Seller designated as such on
Schedule 3.4 is the authorized legal holder thereof. The Licenses listed on
Schedule 3.4 comprise all licenses, permits, and other authorizations required
from the FCC and, to each Seller's knowledge, from any other governmental or
regulatory authority for the lawful conduct in all material respects of the
business and operations of each Station in the manner and to the full extent
they are now conducted, and none of the Licenses is subject to any unusual or
special restriction or condition that could reasonably be expected to limit the
full operation of either Station as now operated. The Licenses are in full
force and effect. Sellers have timely paid to the FCC all annual regulatory
fees payable with respect to the FCC Licenses. No Seller has any reason to
believe that, under existing law, rules, regulations, policies, and procedures
of the FCC, any of the Licenses would not be renewed by the FCC or other
granting authority in the ordinary course.

(b) Schedule 3.4 also includes a true and complete list,
to each Seller's knowledge, of (i) all cable television systems that carry the
signal of either Station, (ii) all cable television systems to which any Seller
has delivered a must-carry notice or

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17

retransmission consent notice in accordance with the Cable Television Consumer
Protection and Competition Act of 1992, and the applicable rules and
regulations promulgated by the FCC thereunder, and (iii) all retransmission
consent and other similar agreements entered into by any Seller with respect to
either Station.

3.5 Real Property. Schedule 3.5 contains a complete and accurate
description of all Real Property and all Real Property Interests (including
street address, legal description (where known), owner, and Sellers' use
thereof), and all claims, liabilities, security interests, mortgages, liens,
pledges, conditions, charges, covenants, easements, restrictions,
encroachments, leases, or encumbrances known to any Seller.

3.6 Tangible Personal Property. Schedule 3.6 lists all material
items of Tangible Personal Property, to the best of Seller's knowledge without
inquiry. Except as described in Schedule 3.6, one of the Sellers, as
designated on Schedule 3.6, owns and has good title to each item of Tangible
Personal Property and none of the Tangible Personal Property owned by any
Seller is subject to any security interest, mortgage, pledge, conditional sales
agreement, or other lien or encumbrance, except for liens for current taxes not
yet due and payable.

3.7 Contracts. Schedule 3.7 is a true and complete list of all
Contracts except contracts with advertisers for production or the sale of
advertising time on either Station for cash at rates consistent with past
practices and that may be canceled by Sellers without penalty on not more than
thirty days' notice. Sellers have delivered to Buyer true and complete copies
of all written Assumed Contracts and true and complete descriptions of all oral
Assumed Contracts (including any amendments and other modifications to such
Contracts). Schedule 3.7 also includes (a) a schedule summarizing as of the
date of such schedule all contracts with advertisers for production or the sale
of advertising time on either Station and (b) a schedule setting forth the
following information as of the date of such schedule with respect to each
Assumed Contract under which either Station is licensed to broadcast any
programming: (i) the identity of the licensed programming, (ii) the number of
exhibitions thereof originally licensed, (iii) the number of exhibitions on
such Station then available to Sellers, (iv) the unpaid license fees on a
monthly basis, (v) the expiration of the license, (vi) the purchase price for
each program, and (vii) the purchase price for additional episodes for which
Buyer may be liable. Except for the need to obtain the Consents listed on
Schedule 3.3, the Seller that is a party to each Assumed Contract has full
legal power and authority to assign its rights under such Assumed Contracts to
Buyer in accordance with this Agreement, and such assignment will not affect
the validity, enforceability, or continuation of such Assumed Contract.

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18

3.8 Consents. Except for the governmental Consents provided for
in Section 6.1 and Section 6.8 and the other Consents described in Schedule
3.3, to each Seller's knowledge, no consent, approval, permit, or authorization
of, or declaration to, or filing with any governmental or regulatory authority
or any other third party is required to consummate this Agreement and the
transactions contemplated hereby or to permit Sellers to assign or transfer the
Assets to Buyer.

3.9 Intangibles. Schedule 3.9 is a true and complete list of all
Intangibles (exclusive of Licenses listed in Schedule 3.4) that are used in the
conduct the business and operations of either Station as now conducted.
Sellers have made available to Buyer copies of all documents establishing or
evidencing the Intangibles listed on Schedule 3.9. There is no claim or action
pending, or to the knowledge of any Seller threatened, relating to either
Station with respect to any actual or alleged infringement by any Seller upon
any trademark, trade name, service xxxx, service name, copyright, patent,
patent application, know-how, method, or process owned by any other Person.

3.10 Financial Statements. Sellers have furnished Buyer with true
and complete copies of the unaudited financial statements of the Stations, each
containing a balance sheet and a statement of income, as at and for the period
from each Station's acquisition by Sellers through January 31, 1995 and the
five months ended June 30, 1995 (collectively, the "Financial Statements").

3.11 Insurance. Schedule 3.11 is a true and complete list of all
insurance policies of any Seller that insure any part of the Assets or the
business of either Station. All policies of insurance listed in Schedule 3.11
are in full force and effect.

3.12 Reports. All reporting requirements of the FCC and, to
Seller's knowledge, any other governmental authority with respect to either
Station have been complied with by Sellers in all material respects.

3.13 Labor Relations. No labor union or other collective
bargaining unit represents or claims to represent any of the employees of
either Station. To each Seller's knowledge, there is no union campaign being
conducted to solicit cards from employees to authorize a union to request a
National Labor Relations Board certification election with respect to any
employees at either Station.

3.14 Taxes. Each Seller has filed or caused to be filed all
federal, state, county, local, or city tax returns that are required to be
filed with respect to the ownership and operation of either Station, and each
Seller has paid or caused to be paid all taxes shown on those returns or on any
tax assessment received by it to the extent that such taxes have become due.
There are no

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19

legal, administrative, or tax proceedings pursuant to which any Seller is or
could be made liable for any taxes, penalties, interest, or other charges, the
liability for which could extend to Buyer as transferee of the business of the
Stations, and no event has occurred that could impose on Buyer any transferee
liability for any taxes, penalties, or interest due or to become due from any
Seller.

3.15 Claims and Legal Actions. Except as disclosed on Schedule
3.15 and except for any FCC rulemaking proceedings generally affecting the
television broadcasting industry and not particular to any Seller, there is no
claim, legal action, counterclaim, suit, arbitration, or other legal,
administrative, or tax proceeding, nor any order, decree, or judgment, in
progress or pending, or to the knowledge of any Seller threatened, against or
relating to any Seller with respect to its ownership or operation of either
Station or otherwise relating to the Assets or the business or operations of
either Station, nor does any Seller know of any basis for the same.

3.16 Compliance with Laws. Each Seller has complied in all
material respects with the Licenses.

3.17 Conduct of Business in Ordinary Course. Since June 30, 1995,
the Sellers have conducted the business and operations of each Station only in
the ordinary course and, except as disclosed in Schedule 3.17:

(a) neither Station has suffered any material damage,
destruction, or loss affecting any assets or transferred any material assets
used or useful in the conduct of the business of either Station;

(b) neither Station has suffered any material write-down
of the value of any Assets; or

(c) neither Station has transferred or granted any right
under, or entered into any settlement regarding the breach or infringement of,
any license, patent, copyright, trademark, trade name, franchise, or similar
right, or modified any existing right relating to either Station.

3.18 Transactions with Affiliates. No Seller has been involved in
any business arrangement or relationship relating to either Station with any
Affiliate of any Seller (other than another Seller), and no Affiliate of any
Seller (other than another Seller) owns any property or right, tangible or
intangible, that is used in the business of either Station.

3.19 Disclaimer of Warranties. Except for the foregoing
representations and warranties specifically set forth in Section 3.1 through
Section 3.18 of this Agreement and the representations

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20

and warranties in the certificate delivered by Sellers pursuant to Section
8.2(f), the Assets are being transferred by Sellers to Buyer on an
"as-is-where-is" basis without any representation or warranty, all other
representations and warranties of any kind, either express or implied,
including warranties of fitness, being hereby expressly disclaimed.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER.

Buyer represents and warrants to Sellers as follows:

4.1 Organization, Standing, and Authority. Buyer is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware and, on the Closing Date, will be duly qualified to conduct
business in the States of Ohio and Connecticut. Buyer has all requisite
corporate power and authority to execute and deliver this Agreement and the
documents contemplated hereby, and to perform and comply with all of the terms,
covenants, and conditions to be performed and complied with by Buyer hereunder
and thereunder.

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

4.3 Absence of Conflicting Agreements. Subject to obtaining the
governmental Consents provided for in Section 6.1 and Section 6.8 and the other
Consents listed on Schedule 4.3, the execution, delivery, and performance by
Buyer of this Agreement and the documents contemplated hereby (with or without
the giving of notice, the lapse of time, or both): (a) do not require the
consent of any third party; (b) will not conflict with the Certificate of
Incorporation or By-Laws of Buyer; (c) will not conflict with, result in a
breach of, or constitute a default under, any law, judgment, order, injunction,
decree, rule, regulation, or ruling of any court or governmental
instrumentality; or (d) will not conflict with, constitute grounds for
termination of, result in a breach of, constitute a default under, or
accelerate or permit the acceleration of any performance required by the terms
of, any agreement, instrument, license, or permit to which Buyer is a party or
by which Buyer may be bound legally, such that Buyer could not acquire or
operate the Assets.

4.4 Licensee Qualifications. To Buyer's knowledge, there is no
fact that would, under the Communications Act of 1934 and the

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21

rules and regulations of the FCC, each as in effect on the date of this
Agreement, disqualify Buyer from being the licensee of the Stations, other than
Buyer's interests in the television stations described on Schedule 4.3. Buyer
has sufficient net liquid assets on hand or available from committed sources to
consummate the transactions contemplated by this Agreement and to operate the
Stations for three months after Closing and is otherwise financially qualified
under the Communications Act of 1934 and the rules and regulations of the FCC,
each as in effect on the date of this Agreement, to be the licensee of the
Stations.

4.5 Acknowledgment of "As-Is-Where-Is" Sale. Buyer acknowledges
and agrees that it is purchasing and accepting the Assets on an
"as-is-where-is" basis, except for the representations and warranties
specifically set forth in Section 3.1 through Section 3.18 of this Agreement
and the representations and warranties in the certificate delivered by Sellers
pursuant to Section 8.2(f). To the fullest extent permitted by law, Buyer
hereby unconditionally and irrevocably waives and releases any and all actual
or potential claims that it might have against Sellers regarding any form of
warranty, express or implied, of any kind or type, including warranties of
fitness, relating to or in connection with the purchase of the Assets, other
than the representations and warranties specifically set forth in Section 3.1
through Section 3.18 of this Agreement and the representations and warranties
in the certificate delivered by Sellers pursuant to Section 8.2(f). This
waiver and release is, to the fullest extent permitted by law, absolute,
complete, total, and unlimited in every way and includes, to the fullest extent
permitted by law, a waiver and release of express warranties (other than the
representations and warranties specifically set forth in Section 3.1 through
Section 3.18 of this Agreement and the representations and warranties in the
certificate delivered by Sellers pursuant to Section 8.2(f)), implied
warranties, warranties of fitness for a particular use, warranties of
merchantability, warranties of habitability, claims based on apparent or latent
defects or deficiencies, whether now or hereafter existing, and strict
liability rights and claims of every kind and type (including claims regarding
defects that were not or are not discoverable and all other extant or later
created or conceived of strict liability or strict liability-type claims and
rights).

SECTION 5. OPERATIONS OF THE STATIONS PRIOR TO CLOSING.

Between the date of this Agreement and the Closing Date, Sellers shall
comply, and ValueVision shall cause each other Seller to comply, with the
covenants in this Section 5:

5.1 Generally. Sellers shall operate each Station diligently in
the ordinary course of business in accordance with their past practices (except
where such conduct would conflict with the

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22

following covenants or with Sellers' other obligations under this Agreement).

5.2 Contracts. Sellers will not amend or terminate any Material
Contract (or waive any material right thereunder), or enter into any contract
or commitment relating to either Station or the Assets, or incur any obligation
(including obligations relating to the borrowing of money or the guaranteeing
of indebtedness and obligations arising from the amendment of any existing
Contract, regardless whether such Contract is a Material Contract) that will be
binding on Buyer after Closing, except for (a) cash time sales agreements and
production agreements made in the ordinary course of business consistent with
Sellers' past practices, and (b) other contracts (excluding film or programming
license agreements and trade or barter agreements) entered into in the ordinary
course of business consistent with Sellers' past practices that do not involve
consideration, in the aggregate, in excess of $25,000 measured at Closing.
Prior to the Closing Date, Sellers shall deliver to Buyer a list of all
Contracts entered into between the date of this Agreement and the Closing Date
and shall make available to Buyer copies of such Contracts.

5.3 Disposition of Assets. No Seller shall sell, assign, lease,
or otherwise transfer or dispose of any assets that are used or useful in
connection with the conduct of the business or operations of either Station,
except for (a) dispositions of assets in connection with the acquisition of
replacement property of equivalent kind and value and (b) the assignment and
transfer by VVI Bridgeport, Inc. of all its assets and liabilities to
ValueVision.

5.4 Encumbrances. No Seller shall create, assume, or permit to
exist any claim, liability, security interest, mortgage, lien, pledge,
condition, charge, covenant, easement, restriction, encroachment, lease, or
encumbrance of any nature upon the Assets, except for (a) liens disclosed on
Schedule 3.5 or Schedule 3.6 that will be removed prior to the Closing Date,
and (b) Permitted Encumbrances.

5.5 Licenses. No Seller shall cause or permit, by any act or
failure to act, any of the Licenses required to be listed on Schedule 3.4 to
expire or to be revoked, suspended, or modified, or take any action that could
reasonably be expected to cause the FCC or any other governmental authority to
institute proceedings for the suspension, revocation, or material adverse
modification of any of the Licenses. Sellers shall use reasonable efforts to
prosecute (a) any applications to any governmental authority necessary for the
operation of either Station and (b) the must-carry proceedings described on
Schedule 5.5.

5.6 Obligations. Sellers shall pay all obligations relating to
either Station as they become due, consistent with past

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23

practices, so that all such obligations shall be current as of the Closing
Date.

5.7 Exclusivity.

(a) Neither any Seller nor any officer, director,
representative, or agent of any Seller shall, directly or indirectly, (i)
solicit, initiate, or encourage the submission of any proposal or offer
relating to (A) any liquidation, dissolution, or recapitalization of any
Seller, (B) any merger or consolidation of any Seller with any other Person,
(C) any acquisition or purchase of securities or assets by any Person from any
Seller, or (D) any similar transaction or business combination involving any
Seller, or (ii) participate in any discussions or negotiations regarding,
furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or
seek any of the foregoing. Sellers shall notify Buyer as soon as practicable
if any Person makes any proposal with respect to any of the foregoing.

(b) Section 5.7(a) shall not apply to any action by any
Seller or any officer, director, representative, or agent of any Seller with
respect to (i) the assignment and transfer by VVI Bridgeport, Inc. of all its
assets and liabilities to ValueVision, or (ii) so long as ValueVision's ability
to perform its obligations under this Agreement is not adversely affected, any
recapitalization of ValueVision, any merger or consolidation of ValueVision
with any other Person, or any acquisition or purchase of securities or assets
(other than Assets) by any Person from ValueVision.

5.8 Access to Information.

(a) Each Seller shall give Buyer and its counsel,
accountants, engineers, and other authorized representatives reasonable access
to the Assets and to all other books, records, and documents relating to either
Station for the purpose of audit and inspection, and will furnish or cause to
be furnished to Buyer or its authorized representatives all information with
respect to the affairs and business of either Station that Buyer may reasonably
request (including any financial reports and operations reports produced with
respect to the affairs and business of either Station, a list of all employees
of each Station and a description of their base compensation).

(b) Without limiting the generality of the foregoing,
Sellers shall give Buyer and its counsel, accountants, and other authorized
representatives reasonable access to Sellers' financial records relating to the
operations of the Stations and the Stations' employees, counsel, accountants,
and other representatives for the purpose of preparing and auditing such
financial statements as Buyer determines, in its reasonable

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24

judgment, are required or advisable to comply with federal or state securities
laws and the rules and regulations of securities markets as a result of the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby. Sellers agree to provide financial
statements concerning the operations of the Stations, reviewed by Sellers'
accountants, containing reasonably requested customary representations;
provided, however, that the parties hereto agree that Buyer shall have no right
under any circumstance to delay the Closing or terminate this Agreement on
account of the information contained in any such financial statement or the
inability of Sellers or their accountants in good faith to make any
representation requested by Buyer. The preparation and auditing of any
financial statements pursuant to this Section 5.8(b) shall be at Buyer's sole
cost and expense.

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

5.10 Insurance. Sellers shall maintain the existing insurance
policies on each Station and the Assets.

5.11 Consents. Sellers shall use their respective reasonable
efforts to obtain all Consents, without any change in the terms or conditions
of any Assumed Contract or License that could reasonably be expected to be less
advantageous to Buyer than those pertaining under the Assumed Contract or
License as in effect on the date of this Agreement. Sellers shall request
estoppel certificates from the lessors of all leasehold and subleasehold
interests included in the Real Property Interests, consents of such lessors to
the collateral assignment by Buyer to its lenders of such leasehold and
subleasehold interests, and estoppel certificates of contracting parties to all
Material Contracts. Sellers shall promptly advise Buyer of any difficulties
experienced in obtaining any of the Consents and of any conditions proposed,
considered, or requested for any of the Consents.

5.12 Books and Records. Each Seller shall maintain its books and
records relating to each Station in accordance with past practices.

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25

5.13 Notification. Sellers shall promptly notify Buyer in writing
of any material change in any of the information contained in Sellers'
representations and warranties contained in Section 3 of this Agreement.

5.14 Financial Information. Sellers shall furnish to Buyer within
forty-five days after the end of each month ending between the date of this
Agreement and the Closing Date a statement of income and expense and a balance
sheet for and as of the end of such month. All financial information delivered
by any Seller to Buyer pursuant to this Section shall be prepared from the
books and records of Sellers in accordance with generally accepted accounting
principles consistently applied, shall accurately reflect the books, records,
and accounts of each Station, shall be complete and correct in all material
respects, and shall present fairly the financial condition of each Station as
at their respective dates and the results of operations for the periods then
ended.

5.15 Compliance with Laws. Each Seller shall comply in all
material respects with all laws, rules, and regulations applicable or relating
to the ownership and operation of each Station.

SECTION 6. SPECIAL COVENANTS AND AGREEMENTS.

6.1 FCC Consent.

(a) The assignment of the FCC Licenses in connection with
the purchase and sale of the Assets pursuant to this Agreement shall be subject
to the prior consent and approval of the FCC.

(b) Sellers and Buyer shall prepare and within five
business days after the date of this Agreement shall file with the FCC
appropriate applications for the FCC Consent. The parties shall prosecute the
applications with all reasonable diligence and otherwise use their reasonable
efforts to obtain a grant of the applications as expeditiously as practicable.
Each party agrees to comply with any condition imposed on it by the FCC Consent
and Buyer further agrees to comply with any condition imposed on it by the FCC
in granting the waiver described in Section 6.1(c), except that Buyer shall not
be required by the terms of this Agreement to divest itself of its interests in
the television stations described on Schedule 4.3 at any time within twelve
months after the Closing. If the Closing shall not have occurred for any
reason within the original effective period of the FCC Consent, and neither
Buyer nor ValueVision shall have terminated this Agreement under Section 9, the
parties shall jointly request an extension of the effective period of the FCC
Consent. No extension of the FCC Consent shall limit the exercise by either
Buyer or ValueVision of its rights under Section 9.

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26

extending for a period of twelve months after the Closing, of Section
73.3555(b) of the FCC's rules and regulations to the extent such section would
otherwise prohibit Buyer's simultaneous ownership of the Stations and Buyer's
interests in the television stations described on Schedule 4.3.

6.2 Control of the Stations. Prior to Closing, Buyer shall not,
directly or indirectly, control, supervise, direct, or attempt to control,
supervise, or direct, the operations of either Station; such operations,
including complete control and supervision of all of each Station's programs,
employees, and policies, shall be the sole responsibility of Sellers until the
Closing.

6.3 Risk of Loss.

(a) The risk of any loss, damage or impairment,
confiscation, or condemnation of any of the Assets from any cause shall be
borne by Sellers at all times prior to the completion of the Closing, except
that Buyer will be required to purchase the Assets notwithstanding any such
loss, damage or impairment, confiscation, or condemnation if the conditions
contained in Section 7.1 to the obligations of Buyer at the Closing are
nonetheless satisfied.

(b) In the event of any damage or destruction of the Assets
described above, if the damaged or destroyed Assets have not been restored or
replaced prior to the Closing Date, Sellers shall deliver to Buyer all
insurance proceeds received in connection with such damage or destruction of
the Assets to the extent of the costs and expenses arising in connection with
such restoration and replacement.

6.4 Confidentiality.

(a) Except as necessary for the consummation of the
transactions contemplated by this Agreement, including Buyer's obtaining of
financing related hereto, and except as and to the extent required by law,
including disclosure requirements of federal or state securities laws and rules
and regulations of securities markets, each party will keep confidential any
information obtained from any other party in connection with the transactions
contemplated by this Agreement. If this Agreement is terminated, each party
will return to any other party that furnished it with information in connection
with the transactions contemplated by this Agreement all such information.

(b) No party shall publish any press release or make any
other public announcement concerning this Agreement or the transactions
contemplated hereby without the prior written consent of each other party,
which shall not be withheld unreasonably; provided, however, that nothing
contained in this Agreement shall prevent any party, after notification to each
other party, from

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27

making any filings with governmental authorities that, in its judgment, may be
required or advisable in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.

6.5 Cooperation. Buyer and Sellers shall cooperate fully with
each other party and their respective counsel and accountants in connection
with any actions required to be taken as part of their respective obligations
under this Agreement, and Buyer and Sellers shall execute such other documents
as may be necessary and desirable to the implementation and consummation of
this Agreement, and otherwise use their reasonable efforts to consummate the
transactions contemplated hereby and to fulfill their obligations under this
Agreement. Notwithstanding the foregoing, and except as otherwise expressly
provided in this Agreement, (a) Buyer shall have no obligation to expend funds
to obtain any of the Consents (other than any fee payable to the FCC in
connection with the filing of the applications for FCC Consent and any fee
imposed by the FTC in connection with filings made pursuant to the HSR Act, in
each case to the extent provided in Section 11.1), and (b) Sellers shall have
no obligation to expend funds to obtain any of the Consents (other than any fee
payable to the FCC in connection with the filing of the applications for FCC
Consent and any fee imposed by the FTC in connection with filings made pursuant
to the HSR Act, in each case to the extent provided in Section 11.1).

6.6 Access to Books and Records. Each Seller shall provide Buyer
access and the right to copy for a period of two years from the Closing Date
any books and records relating to the Assets but not included in the Assets.
Buyer shall provide Sellers access and the right to copy for a period of two
years after the Closing Date any books and records relating to the Assets that
are included in the Assets.

6.7 Allocation of Purchase Price. Buyer and Seller shall
allocate the Purchase Price between the Assets of television station WHAI-TV,
Bridgeport, Connecticut, and the Assets of television station WAKC-TV, Akron,
Ohio, for purposes of Section 1060 of the Internal Revenue Code of 1986, as
amended, and Temporary Treasury Regulation Section 1.1060-1T, as set forth on
Schedule 6.7. Buyer and Seller shall allocate the Purchase Price among the
respective Assets of the Stations for purposes of Section 1060 of the Internal
Revenue Code of 1986, as amended, and Temporary Treasury Regulation Section
1.1060-1T in accordance with an appraisal to be conducted within six months
after Closing by an appraisal firm selected and retained by Buyer, at Buyer's
expense, with experience in the valuation and appraisal of television
station assets. Buyer and Sellers agree to file with their respective federal
income tax returns an initial asset acquisition statement and any supplemental
statements on Internal Revenue Service Form 8594 required by Temporary
Treasury Regulation Section

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28

1.1060-1T, all in accordance with and accurately reflecting such allocation of
Purchase Price.

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

6.9 Title to Real Property.

(a) Buyer may, at its option and expense, obtain the
following title commitments, surveys, and related information:

(1) with respect to each fee estate included in
the Real Property Interests, a title commitment issued by a title insurer
satisfactory to Buyer disclosing the condition of title to such fee estate and
all easements, rights-of-way, and restrictions of record with respect thereto,
as of a date not earlier than the date of this Agreement;

(2) with respect to each leasehold included in
the Real Property Interests, a title commitment issued by a title insurer
satisfactory to Buyer disclosing the condition of title to such leasehold as of
a date not earlier than the date of this Agreement;

(3) with respect to each Real Property Interest
as to which a title commitment is obtained pursuant to this Section 6.9(a),
copies of all instruments evidencing the scope and extent of all easements,
rights-of-way, and restrictions of record with respect thereto; and

(4) with respect to each Real Property Interest
as to which a title commitment is obtained pursuant to this Section 6.9(a), a
current survey of the relevant parcel, prepared and certified to Buyer and to
the title insurer of such Real Property Interest by a licensed surveyor and
conforming to current ALTA Minimum Detail Requirements for Land Title Surveys,
disclosing the

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29

location of all improvements, easements, party walls, sidewalks, roadways,
utility lines, and other matters customarily shown on such surveys.

(a) If the title commitments, surveys, and related
information obtained by Buyer pursuant to Section 6.9(a) reveal (i) any
easement, covenant, condition, restriction, encroachment, lack of practical
access to public roads, or other encumbrance, defect, or condition with respect
to any Real Property Interest (other than any easement, covenant, condition, or
restriction that is disclosed on Schedule 3.5) that, individually or in the
aggregate, has a material adverse effect on the use of such Real Property
Interest in the conduct of the business of either Station or materially
detracts from the value of such Real Property Interest in the conduct of the
business of either Station (each, a "Title Defect"), Buyer may give Sellers
written notice of its objection to any such Title Defect at any time within
thirty days after the date of this Agreement. Within seven days after their
receipt of Buyer's objection to any such Title Defect, Sellers shall notify
Buyer whether they agree to cure or correct such Title Defect prior to the
Closing. If Sellers do not agree to cure or correct any such Title Defect,
Buyer may terminate this Agreement pursuant to Section 9.2(a).

(b) For purposes of this Agreement, "Permitted
Encumbrances" shall include, in addition to the matters described in Section
1.1, any Title Defect (other than any claim, liability, security interest,
mortgage, lien (including any tax or judgment lien), pledge, or other monetary
charge) that is disclosed in the title commitments, surveys, and related
information obtained by Buyer pursuant to Section 6.9(a) if (i) Buyer does not
object to such Title Defect on or before the date specified above for Buyer's
objection, or (ii) Buyer objects to such Title Defect and Sellers notify Buyer
within seven days after their receipt of Buyer's objection of Sellers' election
not to cure or correct such Title Defect.

(c) Sellers shall remove prior to Closing any claim,
liability, security interest, mortgage, lien (including any tax or judgment
lien), pledge, or other monetary charge except for Permitted Encumbrances with
respect to any Real Property Interest.

6.10 Environmental Audit.

(a) Buyer may, at its option and expense, retain an
environmental consultant to be selected by Buyer to perform Phase I
environmental surveys of the properties of the Stations. If either survey
discloses any material environmental hazard or material possibility of future
material liability for environmental damages or clean-up costs (each, an
"Environmental Hazard"), Buyer shall so notify Sellers as soon as practicable.

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30

(b) If Buyer notifies Sellers pursuant to Section 6.10(a)
of any Environmental Hazard, as indicated in either environmental study
described in Section 6.10(a), within thirty days after the date of this
Agreement, then Sellers may, by notice delivered to Buyer within seven days
after their receipt of such notice from Buyer, agree to remedy such
Environmental Hazard prior to the Closing Date. If Sellers do not agree prior
to the end of such seven-day period to remedy such Environmental Hazard prior
to the Closing Date, then Buyer may terminate this Agreement pursuant to
Section 9.2(b).

6.11 Engineering Study.

(a) Buyer may, at its option and expense, retain an
engineering firm or other broadcast engineer to conduct proof of performance
studies of the Stations and to prepare a report on each Station's compliance
with customary engineering practices and all applicable FCC rules, regulations,
prescribed practices, and technical standards. If either study discloses any
material deficiencies in the operations or equipment of either Station (each,
an "Technical Deficiency"), Buyer shall so notify Sellers as soon as
practicable.

(b) If Buyer notifies Sellers pursuant to Section 6.11(a)
of any Technical Deficiency, as indicated in either engineering study described
in Section 6.11(a), within thirty days after the date of this Agreement, then
Sellers may, by notice delivered to Buyer within seven days after Sellers'
receipt of such notice from Buyer, agree to remedy such Technical Deficiency
prior to the Closing Date. If Sellers do not agree pursuant to this Section
6.11(b) prior to the end of such seven-day period to remedy any Technical
Deficiency prior to the Closing Date, then Buyer may terminate this Agreement
pursuant to Section 9.2(c).

6.12 Sales Tax Filings. Sellers shall continue to file Connecticut
and Ohio sales tax returns with respect to the Stations in accordance with all
applicable legal requirements and shall concurrently deliver copies of all such
returns to Buyer.

6.13 Accounts Receivable.

(a) Collection. At the Closing, each Seller shall
designate Buyer as its agent to collect any accounts receivable of Sellers in
existence on the Closing Date and arising from the sale of advertising time by
either Station prior to the Closing Date (the "Stations' Receivables"). Buyer
shall use reasonable efforts to collect the Stations' Receivables during the
"Collection Period," which shall be the period beginning on the Closing Date
and ending on the last day of the fourth calendar month beginning after the
Closing Date. Buyer shall not be obligated to use any extraordinary efforts to
collect any of the Stations' Receivables or to refer any of the Stations'
Receivables to a collection agency

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31

or attorney for collection, and Buyer shall not make any such referral or
compromise, nor settle or adjust the amount of any of the Stations'
Receivables, except with the approval of ValueVision. Sellers and their
respective representatives and agents may undertake to collect any of the
Stations' Receivables during the Collection Period so long as Sellers first
notify and consult with Buyer concerning Sellers' proposed collection efforts.

(b) Payments to ValueVision. On or before the twentieth
day after the end of each full calendar month during the Collection Period,
Buyer shall furnish to ValueVision (i) a list of the amounts collected before
the end of such month with respect to the Stations' Receivables, and (ii) the
amount collected during such month with respect to the Stations' Receivables.
On or before the twentieth day after the end of the Collection Period, Buyer
shall furnish ValueVision with a list of all of the Stations' Receivables that
remain uncollected at the end of the Collection Period.

(c) Further Obligations. After the expiration of the
Collection Period, Buyer shall have no further obligation hereunder other than
to make the payment under Section 6.13(b) and to remit to ValueVision any
payments with respect to any of the Stations' Receivables that Buyer
subsequently receives, and any Seller itself may act to collect any of the
Stations' Receivables that remain uncollected without restriction.

6.14 No Inconsistent Action. Between the date of this Agreement
and the Closing Date, no party shall take any action that is inconsistent with
its obligations under this Agreement in any material respect or that could
reasonably be expected to hinder or delay the consummation of the transactions
contemplated by this Agreement. Between the date of this Agreement and the
Closing Date, Buyer shall not take any action that would disqualify Buyer from
being the licensee of the Stations under the Communications Act of 1934 and the
rules and regulations of the FCC, each as in effect on the date of this
Agreement.

SECTION 7. CONDITIONS TO OBLIGATIONS OF BUYER AND SELLERS AT CLOSING.

7.1 Conditions to Obligations of Buyer. All obligations of Buyer
at the Closing are subject to the fulfillment prior to or at the Closing Date
of each of the following conditions, any of which may be waived by Buyer in
writing:

(a) FCC Consent. The FCC Consent shall have been granted.

(b) Ownership Waiver. Buyer shall have obtained from the
FCC a temporary waiver, extending for a period of twelve months after the
Closing, of Section 73.3555(b) of the FCC's rules and regulations to the extent
such section would otherwise prohibit

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32

Buyer's simultaneous ownership of the Stations and Buyer's interests in the
television stations described on Schedule 4.3.

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

(d) Deliveries. Sellers shall have made or stand willing
to make all the deliveries to Buyer set forth in Section 8.2(a), (b), and (e).

7.2 Conditions to Obligations of Sellers. All obligations of
Sellers at the Closing are subject to the fulfillment prior to or at the
Closing Date of each of the following conditions, any of which may be waived by
ValueVision in writing:

(a) Representations and Warranties. All representations
and warranties of Buyer contained in this Agreement shall be true and complete
in all material respects at and as of the Closing Date as though made at and as
of that time, and Sellers shall have received a certificate, executed on behalf
of Buyer by an authorized officer, to that effect.

(b) Covenants and Conditions. Buyer shall have performed
and complied in all material respects with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by it
prior to or on the Closing Date, and Sellers shall have received a certificate,
executed on behalf of Buyer by an authorized officer, to that effect.

(d) FCC Consent. The FCC Consent shall have been granted.

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

(f) Judgments. There shall not be in effect any
judgment, decree, or order that would prevent or make unlawful the Closing.

SECTION 8. CLOSING AND CLOSING DELIVERIES.

8.1 Closing.

(a) Closing Date.

(1) Except as provided in the following sentence
or as otherwise agreed to by Buyer and ValueVision, but subject to

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Section 8.1(a)(2), the Closing shall take place at 10:00 a.m. on a date, to be
set by Buyer on at least five days' written notice to ValueVision, which shall
be not earlier than the later of January 1, 1996 or the first business day
after the FCC Consent is granted and not later than twenty business days
following the date upon which the FCC Consent has become a Final Order. Except
as otherwise agreed to by Buyer and ValueVision, but subject to Section
8.1(a)(2), if Buyer fails to specify the date for Closing pursuant to the
preceding sentence prior to the fifteenth business day after the date upon
which the FCC Consent has become a Final Order, the Closing shall take place on
the twentieth business day after the date upon which the FCC Consent has become
a Final Order.

(1) Notwithstanding Section 8.1(a)(1), if on the
date that, but for this Section 8.1(a)(2), would be the Closing Date pursuant
to Section 8.1(a)(1), the certificate provided to Buyer under Section 8.2(f)
discloses, or the Buyer has notified Sellers in writing that it has determined
that, any representation or warranty of Seller contained in this Agreement is
not true and complete In A Material Way, or that Seller has failed to comply
with its obligations and covenants to be performed under this Agreement In A
Material Way, then (A) Sellers shall take any actions necessary or appropriate
to make such representation or warranty true and complete or to comply with
such obligations and covenants, and (B) the Closing shall be postponed for such
period as is required to cure the conditions warranting such postponement.

(a) Closing Place. The Closing shall be held at the
offices of Dow, Xxxxxx & Xxxxxxxxx in Washington, D.C., or any other place that
is agreed upon by Buyer and ValueVision.

8.2 Deliveries by Sellers. Prior to or on the Closing Date,
Sellers shall deliver to Buyer the following, in form and substance reasonably
satisfactory to Buyer and its counsel:

(a) Deeds. Duly executed quitclaim deeds that are
sufficient to vest all of any Seller's right, title, and interest in and to all
Real Property Interests in the name of Buyer, free and clear of all claims,
liabilities, security interests, mortgages, liens, pledges, conditions,
charges, covenants, easements, restrictions, encroachments, leases, or
encumbrances of any nature, except for Permitted Encumbrances.

(b) Other Conveyancing Documents. Duly executed bills of
sale, motor vehicle titles, assignments, and other transfer documents that are
sufficient to vest good title to all Assets (other than Real Property
Interests) in the name of Buyer, free and clear of all claims, liabilities,
security interests, mortgages, liens, pledges, conditions, charges, covenants,
easements, restrictions, encroachments, leases, or encumbrances of any nature.

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34

(c) Working Capital Payment. Any payment required to be
made by Sellers pursuant to Section 2.4(d)(1), as provided in Section
2.4(d)(1).

(d) Estoppel Certificates and Lessor's Consents. Any
estoppel certificates and consents of lessors that Sellers shall have obtained
pursuant to Section 5.11.

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

(f) Certificate. A certificate, dated as of the Closing
Date, executed on behalf of each Seller by an authorized officer, certifying
that, except as specifically stated in such certificate, (1) the
representations and warranties of each Seller contained in this Agreement are
true and complete in all material respects as of the Closing Date as though
made on and as of that date, and (2) each Seller has in all material respects
performed and complied with all of its obligations, covenants, and agreements
set forth in this Agreement to be performed and complied with on or prior to
the Closing Date; provided, however, that if such certificate shall disclose,
or Buyer shall notify Sellers in writing prior to the Closing Date that Buyer
has determined that, any representation or warranty of Seller contained in this
Agreement is not true and complete as of the Closing Date In A Material Way, or
that Seller has failed to comply with its obligations and covenants to be
performed under this Agreement as of the Closing Date In A Material Way, Buyer
may elect to delay the Closing until such representation or warranty is made
materially true and complete or such obligation or covenant is complied with in
all material respects, as the case may be, and Buyer's sole remedy hereunder
shall be the remedy of specific performance to compel Sellers to make such
representation or warranty materially true and complete or such obligation or
covenant to be complied with in all material respects. For purposes of this
Section 8.2(f), "In A Material Way" shall mean that an expenditure in excess of
$100,000.00 is reasonably estimated to be required to make such representation
or warranty materially true and complete or to materially comply with such
obligation or covenant.

(g) Licenses, Contracts, Business Records, Etc. Copies
of all Licenses, Assumed Contracts, blueprints, schematics, working drawings,
plans, projections, engineering records, and all files and records used by any
Seller in connection with its operation of either Station and included in the
Assets.

8.3 Deliveries by Buyer. Prior to or on the Closing Date, Buyer
shall deliver to Sellers the following, in form and substance reasonably
satisfactory to Sellers and their counsel:

(a) Purchase Price. The Purchase Price as provided in
Section 2.4(d).

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(b) Working Capital Payment. Any payment required to be
made by Buyer pursuant to Section 2.4(d)(2), as provided in Section 2.4(d)(2).

(c) Assumption Agreements. Appropriate assumption
agreements pursuant to which Buyer shall assume and undertake to perform each
Seller's obligations under the Licenses and Assumed Contracts to the extent
provided in Section 2.5.

(d) Certificate. A certificate, dated as of the Closing
Date, executed on behalf of Buyer by an authorized officer, certifying that,
except as specifically stated in such certificate, (1) the representations and
warranties of Buyer contained in this Agreement are true and complete in all
material respects as of the Closing Date as though made on and as of that date,
and (2) Buyer has in all material respects performed and complied with all of
its obligations, covenants, and agreements set forth in this Agreement to be
performed and complied with on or prior to the Closing Date.

SECTION 9. TERMINATION.

9.1 Termination by ValueVision. This Agreement may be terminated
by ValueVision and the purchase and sale of the Stations abandoned, upon
written notice to Buyer, upon the occurrence of any of the following:

(a) Conditions. If on the date that would otherwise be
the Closing Date any of the conditions precedent to the obligations of Sellers
set forth in this Agreement have not been satisfied or waived in writing by
Sellers.

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

(c) Upset Date. If the Closing shall not have occurred
on or prior to January 31, 1996; provided, however, that ValueVision shall not
be entitled to terminate this Agreement pursuant to this Section 9.1(c) if (a)
the Closing shall not have occurred on or prior to January 31, 1996, as a
result of the intentional breach of this Agreement by Sellers or (b) the
Closing has been postponed beyond January 31, 1996 pursuant to Section
8.1(a)(2), but only for such period as is required to cure the condition
warranting such postponement.

(d) Breach. If Buyer is in breach in any material
respect of any of its representations, warranties, or covenants under this
Agreement.

9.2 Termination by Buyer. This Agreement may be terminated by
Buyer and the purchase and sale of the Stations abandoned, if

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36

Buyer is not then in material default, upon written notice to ValueVision, upon
the occurrence of any of the following:

(a) Title Defects. If Buyer shall have notified Sellers
pursuant to Section 6.9(b) of any Title Defect within thirty days after the
date of this Agreement and Sellers shall not have agreed within the period
specified in Section 6.9(b) to cure or correct such Title Defect; provided,
however, that Buyer may only terminate this Agreement pursuant to this Section
9.2(a) by delivering written notice to ValueVision within seven days after the
end of the period specified in Section 6.9(b) during which Sellers had the
right to elect to cure or correct such Title Defect.

(b) Environmental Hazards. If Buyer shall have notified
Sellers pursuant to Section 6.10(a) of any Environmental Hazard within thirty
days after the date of this Agreement and Sellers shall not have agreed within
the period specified in Section 6.10(b) to remedy such Environmental Hazard;
provided, however, that Buyer may only terminate this Agreement pursuant to
this Section 9.2(b) by delivering written notice to ValueVision within seven
days after the end of the period specified in Section 6.10(b) during which
Sellers had the right to elect to remedy such Environmental Hazard.

(c) Technical Deficiencies. If Buyer shall have notified
Sellers pursuant to Section 6.10(a) of any Technical Deficiency within thirty
days after the date of this Agreement and Sellers shall not have agreed within
the period specified in Section 6.11(b) to remedy such Technical Deficiency;
provided, however, that Buyer may only terminate this Agreement pursuant to
this Section 9.2(c) by delivering written notice to ValueVision within seven
days after the end of the period specified in Section 6.11(b) during which
Sellers had the right to elect to remedy such Technical Deficiency.

(d) Material Contracts. If Sellers shall not have
obtained and delivered to Buyer, within thirty days after the date of this
Agreement, with respect to each Material Contract, any Consent required for the
assignment to Buyer of such Material Contract, without any change in the terms
or conditions of such Material Contract that could reasonably be expected to be
less advantageous to Buyer than those pertaining under the Material Contract as
in effect on the date of this Agreement; provided, however, that Buyer may only
terminate this Agreement pursuant to this Section 9.2(d) by delivering written
notice to ValueVision within seven days after the end of such thirty-day period
if such Consent has not been delivered to Buyer.

9.3 Escrow Deposit. Simultaneously with the execution and
delivery of this Agreement, Buyer has deposited with the Escrow Agent the
amount of Two Million Dollars in accordance with the Escrow Agreement. All
funds and documents deposited with the

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Escrow Agent shall be held and disbursed in accordance with the terms of the
Escrow Agreement and the following provisions:

(a) At the Closing, Buyer and ValueVision shall jointly
instruct the Escrow Agent to disburse all amounts 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 Section
9.1 by ValueVision, Buyer and ValueVision shall jointly instruct the Escrow
Agent to disburse all amounts 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 ValueVision.

(c) If this Agreement is terminated by Buyer pursuant to
Section 9.2, then Buyer and ValueVision shall jointly instruct the Escrow Agent
to disburse all amounts 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.

9.4 Rights on Termination.

(a) If this Agreement is terminated by ValueVision
pursuant to Section 9.1, Buyer shall promptly pay or cause to be paid to
Sellers the sum of Four Million Dollars, which amount shall be liquidated
damages and shall constitute full payment and the exclusive remedy for any
damages suffered by Sellers by reason of such event. Sellers and Buyer agree
in advance that actual damages would be difficult to ascertain and that the sum
of Four Million Dollars is a fair and equitable amount to reimburse Sellers for
damages sustained due to such event. Any payment to ValueVision pursuant to
Section 9.3(b) shall be credited against Buyer's obligation to Sellers pursuant
to this Section 9.4(a).

(b) Termination of this Agreement by Buyer pursuant to
Section 9.2 shall be without liability or obligation on the part of any Seller
to Buyer.

9.5 Specific Performance. The parties recognize that if any
Seller breaches this Agreement and refuses to perform under the provisions of
this Agreement, monetary damages alone would not be adequate to compensate
Buyer for its injury. Buyer shall therefore be entitled to obtain specific
performance of the terms of this Agreement, which shall be Buyer's exclusive
remedy hereunder. If any action is brought by Buyer to enforce this Agreement,
each Seller shall waive the defense that there is an adequate remedy at law.

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9.6 No Special Damages. No party to this Agreement shall be
entitled to any special, incidental, or consequential damages as a result of
the breach of this Agreement by any other party to this Agreement.

SECTION 10 SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION; CERTAIN REMEDIES.

10.1 Indemnification by Sellers. After the Closing, and regardless
of any investigation made at any time by or on behalf of Buyer or any
information Buyer may have, each Seller hereby agrees, jointly and severally,
to indemnify and hold Buyer and its officers, directors, employees, and
representatives harmless against and with respect to, and shall reimburse Buyer
and its officers, directors, employees, and representatives for:

(a) Any and all losses, liabilities, or damages resulting
from the operation or ownership of either Station prior to the Closing,
including any liabilities arising under the Licenses or the Assumed Contracts
that relate to events occurring prior the Closing Date, or resulting from any
other obligations of any Seller that are not assumed by Buyer pursuant to this
Agreement, including any liabilities arising at any time under any Contract
that is not included in the Assumed Contracts.

(b) Any loss, liability, obligation, or cost resulting
from any agreement with any finder, broker, advisor, or similar Person retained
by or on behalf of any Seller relating to the transactions contemplated by this
Agreement.

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

10.2 Indemnification by Buyer. After the Closing, and regardless
of any investigation made at any time by or on behalf of any Seller or any
information any Seller may have, Buyer hereby agrees to indemnify and hold each
Seller and each Seller's officers, directors, employees, and representatives
harmless against and with respect to, and shall reimburse each Seller and each
Seller's officers, directors, employees, and representatives for:

(a) Any and all obligations of such Seller assumed by
Buyer pursuant to this Agreement.

(b) Any and all losses, liabilities, or damages resulting
from the operation or ownership of either Station after the Closing.

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(c) Any loss, liability, obligation, or cost resulting
from any agreement with any finder, broker, advisor, or similar Person retained
by or on behalf of Buyer relating to the transactions contemplated by this
Agreement.

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

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

(a) The party claiming indemnification (the "Claimant")
shall promptly give notice to the party from which indemnification is claimed
(the "Indemnifying Party") of any claim, whether between the parties or brought
by a third party, specifying in reasonable detail the factual basis for the
claim.

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

(c) With respect to any claim by a third party as to
which the Claimant is entitled to indemnification under this Agreement, if the
Indemnifying Party notifies the Claimant in writing within ten days of its
receipt of notice from the Claimant of the third-party claim that the
Indemnifying Party acknowledges its potential liability to the Claimant under
this Agreement, the Indemnifying Party shall have the right at its own expense,
to participate in or assume control of the defense of such claim, and the
Claimant shall cooperate fully with the Indemnifying Party, subject to
reimbursement for actual out-of-pocket expenses incurred by the Claimant as the
result of a request by the Indemnifying Party. If the Indemnifying Party
elects to assume control of the defense of any third- party claim, the Claimant
shall have the right to participate in the defense of such claim at its own
expense. If

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the Indemnifying Party fails timely to notify the Claimant in writing that the
Indemnifying Party acknowledges its potential liability to the Claimant under
this Agreement or if the Indemnifying Party does not elect to assume control or
otherwise participate in the defense of any third-party claim, the Indemnifying
Party shall be bound by the results obtained by the Claimant with respect to
such claim.

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

(e) For the purpose of the procedures set forth in this
Section, any indemnification claim by any officer, director, employee, or
representative of Buyer shall be made by and through Buyer, and any
indemnification claim by any officer, director, employee, or representative of
any Seller shall be made by and through such Seller.

SECTION 11. MISCELLANEOUS.

11.1 Fees and Expenses. ValueVision and Buyer shall each pay
one-half of any filing fees, transfer taxes, recordation taxes, sales taxes,
document stamps, or other charges levied by any governmental entity in
connection with the transactions contemplated by this Agreement, including any
fees payable to the FCC in connection with the filing of the applications for
FCC Consent and the fee imposed by the FTC in connection with filings made
pursuant to the HSR Act. Except as otherwise provided in this Agreement, each
party shall pay its own expenses incurred in connection with the authorization,
preparation, execution, and performance of this Agreement, including all fees
and expenses of counsel, accountants, agents and representatives, and each
party shall be responsible for all fees or commissions payable to any finder,
broker, advisor, or similar Person retained by or on behalf of such party.

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

If to any Seller: ValueVision International, Inc.
0000 Xxxxx Xxx Xxxx
Xxxx Xxxxxxx, Xxxxxxxxx 00000

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Attention: Xxxxxx X. Xxxxxxxx
Telecopier: 0-000-000-0000

With copies to: Xxxxxx, Xxxxxx & Xxxxxxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxxx, Xx.
Telecopier: 0-000-000-0000

If to Buyer: Xxxxxx Communications Corporation
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Chairman
Telecopier: 0-000-000-0000

With a copy to: Dow, Xxxxxx & Xxxxxxxxx
0000 Xxxxxx-Xxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxx X. Xxxxx, Xx.
Telecopier: 0-000-000-0000

or to any other or additional Persons and addresses as the parties may from
time to time designate in a writing delivered in accordance with this Section
11.2.

11.3 Arbitration. Except as otherwise provided to the contrary
below, any dispute arising out of or related to this Agreement that Sellers and
Buyer are unable to resolve by themselves shall be settled by arbitration in
Washington, D.C., by a panel of three arbitrators. ValueVision and Buyer shall
each designate one disinterested arbitrator, and the two. arbitrators so
designated shall select the third arbitrator. The persons selected as
arbitrators need not be professional arbitrators, and persons such as lawyers,
accountants, brokers, and bankers shall be acceptable. Before undertaking to
resolve the dispute, each arbitrator shall be duly sworn faithfully and fairly
to hear and examine the matters in controversy and to make a just award
according to the best of his or her understanding. The arbitration hearing
shall be conducted in accordance with the commercial arbitration rules for
large cases of the American Arbitration Association. The written decision of a
majority of the arbitrators shall be final and binding on all Sellers and
Buyer. The costs and expenses of the arbitration proceeding shall be assessed
between Sellers and Buyer in a manner to be decided by a majority of the
arbitrators, and the assessment shall be set forth in the decision and award of
the arbitrators. Judgment on the award, if it is not paid within thirty days,
may be entered in any court having jurisdiction over the matter. No action at
law or suit in equity based upon any claim arising out of or related to this
Agreement

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shall be instituted in any court by any Seller or Buyer against any other party
except (a) an action to compel arbitration pursuant to this Section, (b) an
action to enforce the award of the arbitration panel rendered in accordance
with this Section, or (c) a suit for specific performance pursuant to Section
9.5.

11.4 Benefit and Binding Effect. No party may assign this
Agreement without the prior written consent of the other parties hereto, except
that (a) without the consent of any Seller, Buyer may (i) assign its rights and
interests under this Agreement to one or more subsidiaries of Buyer or other
entities commonly controlled with Buyer and (ii) collaterally assign its rights
and interests under this Agreement to its lenders, and (b) without the consent
of Buyer, VVI Bridgeport, Inc. may assign its rights and interests under this
Agreement to ValueVision in connection with the assignment by VVI Bridgeport,
Inc. of all its assets and liabilities to ValueVision. If VVI Bridgeport, Inc.
assigns all its assets to ValueVision as contemplated by the preceding sentence
and, in connection therewith, ValueVision assumes all obligations and
liabilities of VVI Bridgeport, Inc. under this Agreement, Buyer and Sellers
agree to amend this Agreement so as to eliminate VVI Bridgeport, Inc. as a
party hereto and to reflect the assumption by ValueVision of all obligations
and liabilities of VVI Bridgeport, Inc. under this Agreement. This Agreement
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.

11.5 Further Assurances. The parties shall take any actions and
execute any other documents that may be necessary or desirable to the
implementation and consummation of this Agreement, including, in the case of
Sellers, any additional deeds, bills of sale, or other transfer documents that,
in the reasonable opinion of Buyer, may be necessary to ensure, complete, and
evidence the full and effective transfer of the Assets to Buyer pursuant to
this Agreement.

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

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

11.8 Gender and Number. Words used in this Agreement, regardless
of the gender and number specifically used, shall be deemed and construed to
include any other gender, masculine, feminine, or neuter, and any other number,
singular or plural, as the context requires.

11.9 Entire Agreement. This Agreement, the Escrow Agreement, the
schedules, hereto, and all documents, certificates, and other

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documents to be delivered by the parties pursuant hereto, collectively
represent the entire understanding and agreement between Buyer and Sellers with
respect to the subject matter of this Agreement. This Agreement supersedes all
prior negotiations between Buyer and Sellers and cannot be amended,
supplemented, or changed except by an agreement in writing that makes specific
reference to this Agreement and that is signed by the party against which
enforcement of any such amendment, supplement, or modification is sought.

11.10 Waiver of Compliance; Consents. Except as otherwise provided
in this Agreement, any failure of any of the parties to comply with any
obligation, representation, warranty, covenant, agreement, or condition in this
Agreement may be waived by the party entitled to the benefits thereof only by a
written instrument signed by the party granting such waiver, but such waiver or
failure to insist upon strict compliance with such obligation, representation,
warranty, covenant, agreement, or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure. Whenever this
Agreement requires or permits consent by or on behalf of any party hereto, such
consent shall be given in writing in a manner consistent with the requirements
for a waiver of compliance as set forth in this Section 11.10.

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

11.12 Counsel. By executing this Agreement, each party hereto
represents and acknowledges that it is knowledgeable and experienced in the
execution and performance of agreements for the purchase and sale of assets and
that it has consulted counsel of its choice to the extent it has deemed it
appropriate or necessary to do so. Buyer further acknowledges that it has
neither sought nor obtained any legal advice from the law firm of Xxxxxx,
Xxxxxx & Xxxxxxxxx.

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This Page Intentionally Left Blank

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

VALUEVISION INTERNATIONAL, INC.

By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Chairman, Chief Executive Officer
---------------------------------

VVI BRIDGEPORT, INC.

By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Chairman, Chief Executive Officer
---------------------------------

VVI AKRON, INC.

By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Chairman, Chief Executive Officer
---------------------------------

XXXXXX COMMUNICATIONS CORPORATION

By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: Chairman
---------------------------------

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ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 23, 1995 BY AND AMONG VALUEVISION INTERNATIONAL, INC., VVI BRIDGEPORT, INC., VVI AKRON, INC., AND PAXSON COMMUNICATIONS CORPORATION ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 23, 1995 BY AND AMONG...

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