ASSET PURCHASE AGREEMENT

 

                                 Exhibit 10.4

                                                                    EXHIBIT 10.4

                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT is dated as of April 30, 1995, by and
between CHANNEL 59 OF DENVER, INC., a Florida ("Buyer"), and ECHONET
CORPORATION, a Colorado corporation ("Seller").

                                    RECITALS

         A.  Seller is the licensee of and owns and operates low power
television station K54CQ, Denver, Colorado (the "Station"), pursuant to
licenses issued by the Federal Communications Commission ("FCC").

         B.  Seller desires to sell, and Buyer wishes to buy, substantially all
the assets that are used or useful in the business or operations of the
Station, for the price and on the terms and conditions set forth in this
Agreement.

                                   AGREEMENTS

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

SECTION 1                 DEFINITIONS

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

         "Accounts Receivable" means the rights of Seller to payment for the
sale of advertising time run on the Station by Seller prior to the Closing
Date.

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

         "Assumed Contracts" means all Contracts listed in Schedule 3.7 that
are to be assumed by Buyer upon its purchase of the Station, and any Contracts
entered into by Seller between the date of this Agreement and the Closing Date
that Buyer agrees in writing to assume.

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

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

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

         "Contracts" means all contracts, leases, non-governmental licenses,
and other agreements (including leases for personal or real property and
employment agreements), written or oral (including

any amendments and other modifications thereto) to which Seller is a party or
which are binding upon Seller and which relate to or affect the Assets or the
business or operations of the Station, and (i) which are in effect on the date
of this Agreement or (ii) which are entered into by Seller between the date of
this Agreement and the Closing Date.

         "FCC" means the Federal Communications Commission.

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

         "FCC Licenses" means all Licenses issued by the FCC to Seller in
connection with the business or operations of the Station.

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

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

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

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

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

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

SECTION 2            PURCHASE AND SALE OF ASSETS

         2.1  Agreement to Sell and Buy.  Subject to the terms and conditions
set forth in this Agreement, Seller hereby agrees to sell, transfer, and
deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the
tangible and intangible assets of the 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, or encumbrances of any nature whatsoever (except for liens for current
taxes not yet due and payable), including the following, any and all:

                 (a)  Tangible Personal Property;

                 (b)  Real Property;

                 (c)  Licenses;

                 (d)  Assumed Contracts;

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

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

                 (g)  All choses in action of Seller relating to the Station;
and

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

                 (i)  The Accounts Receivable as of 11:59 p.m., local time, on
the day prior to the Closing Date ("Seller's Receivables"); and

         2.2  Excluded Assets.  The Assets shall exclude the following assets:

                 (a)  Seller's cash on hand as of the Closing and all other
cash in any of Seller's bank or savings accounts; any insurance policies,
letters of credit, or other similar items and cash surrender value in regard
thereto; and any stocks, bonds, certificates of deposit and similar
investments;

                 (b)  All books and records that Seller is required by law to
retain and that pertain to Seller's corporate organization;

                 (c)  Any pension, profit-sharing, or employee benefit plans,
and any collective bargaining agreements;

                 (d)  All property listed on Schedule 2.2 hereto.

         2.3  Purchase Price.  The Purchase Price for the Assets shall be FIFTY
THOUSAND AND NO/100 DOLLARS ($50,000.00), adjusted as provided below:

                 (a)  Prorations.  The Purchase Price shall be increased or
decreased as required to effectuate the proration of expenses.  All expenses
arising from the operation of the Station, including business and license fees,
utility charges, real and personal property taxes and assessments levied
against the Assets, property and equipment rentals, applicable copyright or
other fees, sales and service charges, taxes (except for taxes arising from the
transfer of the Assets under this Agreement), and similar prepaid and deferred
items, shall be prorated between Buyer and Seller in accordance with the
principle that Seller shall be responsible for all expenses, costs, and
liabilities allocable to the period prior to the Closing Date, and Buyer shall
be responsible for all expenses, costs, and obligations allocable to the period
on and after the Closing Date.

                 (b)      Manner of Determining Adjustments.  Any adjustments
will, insofar as feasible, be determined and paid on the Closing Date, with
final settlement and payment by the appropriate party occurring no later than
ninety (90) days after the Closing Date or such other date as the parties shall
mutually agree upon.

         2.4  Payment of Purchase Price.  The Purchase Price, as adjusted,
shall be paid by Buyer to Seller at Closing by wire transfer of same-day funds
pursuant to wire instructions which shall be delivered by Seller to Buyer, at
least two days prior to the Closing Date.

SECTION 3             REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer as follows:

         3.1  Organization, Standing, and Authority.  Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Colorado.  Seller has all requisite power and authority (i) to own,
lease, and use the Assets as now owned, leased, and used, (ii) to conduct the
business and operations of the Station as now conducted, and (iii) to execute
and deliver this Agreement and the documents contemplated hereby and thereby,
and to perform and comply with all of the terms, covenants, and conditions to
be performed and complied with by Seller hereunder and thereunder.  Seller is
not a participant in any joint venture or partnership with any other person or
entity with respect to any part of the operations of the Station or any of the
Assets.

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

         3.3  Absence of Conflicting Agreements.  Subject to obtaining the
Consents listed on Schedule 3.3, the execution, delivery, and performance of
this Agreement and the documents contemplated hereby (with or without the
giving of notice, the lapse of time, or both): (i) do not require the consent
of any third party; (ii) will not conflict with any provision of the
Certificate of Incorporation of Seller; (iii) 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; (iv) 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 Seller is a party or by which Seller may be bound; and (v) will not
create any claim, liability, mortgage, lien, pledge, condition, charge, or
encumbrance of any nature whatsoever upon any of the Assets.

         3.4  Governmental Licenses.  Schedule 3.4 includes a true and complete
list of the Licenses.  Seller has delivered to Buyer true and complete copies
of the Licenses (including any amendments and other modifications thereto).
The Licenses have been validly issued, and Seller is the authorized legal
holder thereof.  The Licenses listed on Schedule 3.4 comprise all of the
licenses, permits, and other authorizations required from any governmental or
regulatory authority for the lawful conduct of the business and operations of
the Station in the manner and to the full extent they are now conducted, and
none of the Licenses is subject to any restriction or condition that would
limit the full operation of the Station as now operated.

         3.5  Title to and Condition of Real Property.  Schedule 3.5 contains a
complete and accurate description of all the Real Property and Seller's
interests therein (including street address, legal description, owner, and use
and the location of all improvements thereon).  The Real Property listed on
Schedule 3.5 comprises all real property interests necessary to conduct the
business and operations of the Station as now conducted.  Seller has good and
marketable fee simple title, insurable at standard rates, to all fee estates
(including the improvements thereon) included in the Real Property, free and
clear of all liens, mortgages, pledges, covenants, easements, restrictions,
encroachments, leases, charges, and other claims and encumbrances of any nature
whatsoever, and without reservation or exclusion of any mineral, timber, or
other rights or interests, except for liens for real estate taxes not yet due
and payable and liens disclosed on Schedule 3.5.  With respect to each
leasehold or subleasehold interest included in the Real Property being conveyed
under this Agreement so long as Seller fulfills its obligations under the lease
therefor, Seller has enforceable rights to non-disturbance and quiet enjoyment,
and no third party holds any interest in the leased premises with the right to
foreclose upon Seller's leasehold or subleasehold interest.

         3.6  Title to and Condition of Tangible Personal Property.  Schedule
3.6 lists all material items of Tangible Personal Property.  The Tangible
Personal Property listed on Schedule 3.6 comprises all material items of
tangible personal property necessary to conduct the business and operations of
the Station as now conducted.  Except as described in Schedule 3.6, Seller owns
and has good title to each item of Tangible Personal Property, and none of the
Tangible Personal Property owned by Seller is subject to any security interest,
mortgage, pledge, conditional sales agreement, or other lien or encumbrance,
except for liens for current taxes not yet due and payable.  Each item of
Tangible Personal Property is available for immediate use in the business and
operations of the Station.  All items of transmitting and studio equipment
included in the Tangible Personal Property (i) have been maintained in a manner
consistent with generally accepted standards of good engineering practice, and
(ii) will permit the Station and any unit auxiliaries thereto to operate in
accordance with the terms of the FCC Licenses and the rules and regulations of
the FCC, and with all other applicable federal, state, and local statutes,
ordinances, rules, and regulations.

         3.7  Assumed Contracts.  Schedule 3.7 is a true and complete list of
all Assumed Contracts except contracts with advertisers for the sale of
advertising time on the Station for cash at prevailing rates and which have not
been prepaid and which may be canceled by the Station without penalty on not
more than thirty days' notice.  Seller has delivered to Buyer true and complete
copies of all written Assumed Contracts, true and complete memoranda of all
oral Assumed Contracts (including any amendments and other modifications to
such Assumed Contracts), and a schedule summarizing

Seller's obligations under trade and barter agreements relating to the Station.
Other than the Assumed Contracts listed on Schedule 3.7, Seller requires no
contract, lease, or other agreement to enable it to carry on its business as
now conducted.

         3.8  Consents.  Except for the FCC Consent provided for in Section 6.1
and the other Consents described in Schedule 3.3, 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 (i) to consummate
this Agreement and the transactions contemplated hereby, (ii) to permit Seller
to assign or transfer the Assets to Buyer, or (iii) to enable Buyer to conduct
the business and operations of the Station in essentially the same manner as
such business and operations are now conducted.

         3.9  Intangibles.  Schedule 3.9 is a true and complete list of all
Intangibles (exclusive of those listed in Schedule 3.4), all of which are valid
and in good standing and uncontested.  Seller has delivered to Buyer copies of
all documents establishing or evidencing all Intangibles.

         3.10 Insurance.  Schedule 3.11 is a true and complete list of all
insurance policies of Seller that insure any part of the Assets or the business
of the Station.  All policies of insurance listed in Schedule 3.11 are in full
force and effect.  The insurance policies listed in Schedule 3.11 are adequate
in amount with respect to, and for the full value (subject to customary
deductibles) of, the Assets, and insure the Assets and the business of the
Station against all customary and foreseeable risks.  During the past three
years, no insurance policy of Seller on the Assets or the Station has been
canceled by the insurer and no application of Seller for insurance has been
rejected by any insurer.

         3.11 Reports.  All returns, reports, and statements that the Station
is currently required to file with the FCC or with any other governmental
agency have been filed, and all reporting requirements of the FCC and other
governmental authorities having jurisdiction over Seller and the Station have
been complied with.  All of such returns, reports, and statements are
substantially complete and correct as filed.  Seller has timely paid to the FCC
all annual regulatory fees payable with respect to the FCC Licenses.

         3.12 Personnel.

                 Employees and Compensation.  Schedule 3.13 contains a true and
complete list of all employees of the Station, their job titles, date of hire,
current salary and date and amount of last salary increase.

         3.13 Taxes.  Seller has filed or caused to be filed all federal income
tax returns and all other federal, state, county, local, or city tax returns
which are required to be filed, and it 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, or has set aside on its books adequate
reserves (segregated to the extent required by generally accepted accounting
principles) with respect thereto.  To the knowledge of Seller, there are no
governmental investigations or other legal, administrative, or tax proceedings
pursuant to which 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 Station, 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 Seller.

         3.14 Claims and Legal Actions.  Except for any FCC rulemaking
proceedings generally affecting the broadcasting industry, to the knowledge of
Seller, there is no claim, legal action, counterclaim, suit, arbitration,
governmental investigation or other legal, administrative, or tax proceeding,
nor any order, decree or judgment, in progress or pending, or to the knowledge
of Seller threatened, against or relating to Seller with respect to its
ownership or operation of the Station or otherwise relating to the Assets or
the business or operations of the Station, nor does Seller know or have reason
to be aware of any basis for the same.

         3.15 Environmental Matters.  To the knowledge of Seller, Seller has
complied with all laws, rules, and regulations of all federal, state, and local
governments  (and all agencies thereof) concerning the environment, public
health and safety, and employee health and safety, and no charge, complaint,
action, suit, proceeding, hearing, investigation, claim, demand, or notice has
been filed or commenced against Seller in connection with its ownership or
operation of the Station alleging any failure to comply with any such law,
rule, or regulation.

         3.16 Compliance with Laws.  To the knowledge of Seller, Seller has
complied in all material respects with the Licenses and all federal, state, and
local laws, rules, regulations, and ordinances applicable or relating to the
ownership and operation of the Station.  To the knowledge of Seller, Neither
the ownership or use of the properties of the Station nor the conduct of the
business or operations of the Station conflicts with the rights of any other
person or entity.

         3.17 Full Disclosure.  No representation or warranty made by Seller in
this Agreement or in any certificate, document, or other instrument furnished
or to be furnished by Seller pursuant hereto contains or will contain any
untrue statement of a material fact, or omits or will omit to state any
material fact and required to make any statement made herein or therein not
misleading.

SECTION 4            REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller as follows:

         4.1  Organization, Standing, and Authority.  Buyer is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Florida and at Closing will be duly qualified to conduct business as a
foreign corporation in the State of Colorado.  Buyer has all requisite power
and authority to execute and deliver this Agreement and the Escrow Agreement
and the documents contemplated hereby and thereby, 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 and the Escrow Agreement by Buyer have been
duly authorized by all necessary actions on the part of Buyer.  This Agreement
and the Escrow Agreement have been duly executed and delivered by Buyer and
constitute the legal, valid, and binding obligations of Buyer, enforceable
against Buyer in accordance with their respective terms except as the
enforceability of this Agreement and the Escrow 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
Consents, the execution, delivery, and performance by Buyer of this Agreement
and the Escrow Agreement and the documents contemplated hereby and thereby
(with or without the giving of notice, the lapse of time, or both):  (i)

do not require the consent of any third party; (ii) will not conflict with the
Articles of Incorporation or Bylaws of Buyer; (iii) 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 (iv) 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, such that Buyer could not acquire or operate the
Assets.

         4.4  Full Disclosure.  No representation or warranty made by Buyer in
this Agreement or in any certificate, document, or other instrument furnished
or to be furnished by Buyer pursuant hereto contains or will contain any untrue
statement of a material fact, or omits or will omit to state any material fact
and required to make any statement made herein or therein not misleading.

         4.5     Buyer Qualifications.  Buyer is legally, financially and
otherwise qualified to be the licensee of, acquire, own and operate the Station
under the Communications Act of 1934, as now in effect, and the rules,
regulations and policies of the FCC as now in effect.  Buyer knows of no fact
that would, under existing law and the existing rules, regulations, policies
and procedures of the FCC disqualify Buyer as an assignee of the FCC Licenses
or as the owner and operator of the Station.

SECTION 5              OPERATIONS OF THE STATION PRIOR TO CLOSING

         5.1  Generally.  Seller agrees that, between the date of this
Agreement and the Closing Date, Seller shall operate the Station diligently in
the ordinary course of business in accordance with its past practices (except
where such conduct would conflict with the following covenants or with Seller's
other obligations under this Agreement), and in accordance with the other
covenants in this Section 5.

         5.2  Compensation.  Seller shall not increase the compensation,
bonuses, or other benefits payable or to be payable to any person employed in
connection with the conduct of the business or operations of the Station,
except in accordance with past practices.

         5.3  Contracts.  Seller will not enter into any contract or commitment
relating to the Station or the Assets, that will be binding on Buyer after
Closing, or amend or terminate any Contract (or waive any material right
thereunder), or incur any obligation (including obligations relating to the
borrowing of money or the guaranteeing of indebtedness) that will be binding on
Buyer after Closing, except for cash time sales agreements made in the ordinary
course of business.  Prior to the Closing Date, Seller shall deliver to Buyer a
list of all Contracts entered into between the date of this Agreement and the
Closing Date, together with copies of such Contracts.

         5.4  Disposition of Assets.  Seller shall not sell, assign, lease, or
otherwise transfer or dispose of any of the Assets, except where no longer used
or useful in the business or operations of the Station or in connection with
the acquisition of replacement property of equivalent kind and value.

         5.5  Encumbrances.  Seller shall not create, assume or permit to exist
any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance
of any nature whatsoever upon the Assets, except for (i) liens disclosed on
Schedule 3.5 and Schedule 3.6, which shall be removed prior to the Closing
Date, (ii) liens for current taxes not yet due and payable, and (iii)
mechanics' liens and other similar liens, which shall be removed prior to the
Closing Date.

         5.6  Licenses.  Seller shall not cause or permit, by any act or
failure to act, any of the Licenses to expire or to be revoked, suspended, or
modified, or take any action that could cause the FCC or any other governmental
authority to institute proceedings for the suspension, revocation, or adverse
modification of any of the Licenses.  Seller shall not fail to prosecute with
due diligence any applications to any governmental authority in connection with
the operation of the Station.

         5.7  Rights.  Seller shall not waive any right relating to the Station
or any of the Assets.  Seller shall not cause, by any act or failure to act,
any cable system located within the Station's Area of Dominant Influence to
refuse to carry the Station's signal.

         5.8  No Inconsistent Action.  Seller shall not take any action that is
inconsistent with its obligations under this Agreement or that could hinder or
delay the consummation of the transactions contemplated by this Agreement.

         5.9  Access to Information.  Seller shall give Buyer and its counsel,
accountants, engineers, and other authorized representatives reasonable access
to the Assets and to all other properties, equipment, books, records,
Contracts, and documents relating to the Station for the purpose of audit and
inspection, including inspections incident to the environmental study described
in Section 6.6 and the engineering study described in Section 6.7, and will
furnish or cause to be furnished to Buyer or its authorized representatives all
information with respect to the affairs and business of the Station that Buyer
may reasonably request (including any financial reports and operations reports
produced with respect to the affairs and business of the Station).  Without
limiting the generality of the foregoing, Seller shall give Buyer and its
counsel, accountants and other authorized representatives reasonable access to
Seller's financial records and Seller's employees, counsel, accountants and
other representatives for the purpose of preparing and auditing such financial
statements as Buyer determines, in its sole 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.

         5.10 Maintenance of Assets.  Seller shall use its best efforts and
take all reasonable actions to maintain all of the Assets in good condition
(ordinary wear and tear excepted), and use, operate, and maintain all of the
Assets in a reasonable manner and in accordance with the terms of the FCC
Licenses, all rules and regulations of the FCC and generally accepted standards
of good engineering practice..  Seller shall maintain inventories of spare
parts and expendable supplies at levels consistent with past practices.  If any
loss, damage, impairment, confiscation, or condemnation of or to any of the
Assets occurs, Seller shall repair, replace, or restore the Assets to their
prior condition as represented in this Agreement as soon thereafter as
possible, and Seller shall use the proceeds of any claim under any insurance
policy solely to repair, replace, or restore any of the Assets that are lost,
damaged, impaired, or destroyed.

         5.11 Insurance.  Seller shall maintain the existing insurance policies
on the Station and the Assets.

         5.12 Consents.  Seller shall obtain the Consents and the estoppel
certificates described in Section 8.2(b), without any change in the terms or
conditions of any Contract or License that could be less advantageous to the
Station than those pertaining under the Contract or License as in effect on the
date of this Agreement.  Seller 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.  Upon Buyer's request, Seller shall cooperate with Buyer and use it
best efforts to obtain from the lessors under each Real Property lease such
estoppel certificates and consents to the collateral assignment of the lessee's
interest under each such lease as Buyer's senior lenders may request.

         5.13 Books and Records.  Seller shall maintain its books and records
relating to the Station in accordance with past practices.

         5.14 Notification.  Seller shall promptly notify Buyer in writing of
any unusual or material developments with respect to the business or operations
of the Station, and of any material change in any of the information contained
in Seller's representations and warranties contained in Section 3 of this
Agreement.

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

         5.16 Financing Leases.  Seller will satisfy at or prior to Closing all
outstanding obligations under capital and financing leases with respect to any
of the Assets and obtain good title to the Assets leased by Seller pursuant to
those leases so that those Assets shall be transferred to Buyer at Closing free
of any interest of the lessors.

         5.17 Programming.  Seller shall not make any material changes in the
broadcast hours or in the percentages of types of programming broadcast by the
Station, or make any other material change in the Station's programming
policies, except such changes as in the good faith judgment of the Seller are
required by the public interest.

         5.18 Preservation of Business.  Seller shall generally preserve the
business and organization of the Station and use reasonable efforts to keep
available to the Station its present employees and to preserve the audience of
the Station and the Station's present relationships with suppliers,
advertisers, and others having business relations with it, to the end that the
business, operations, and prospects of the Station shall be generally
unimpaired at the Closing Date.  The ordinary and customary operating,
marketing, promotional, sales, and advertising practices of the Station shall
be generally maintained.

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)  Seller and Buyer shall promptly prepare an appropriate
application for the FCC Consent and shall file the application with the FCC
within five (5) business days of the execution of this Agreement.  The parties
shall prosecute the application with all reasonable diligence and otherwise use
their best efforts to obtain a grant of the application as expeditiously as
practicable.  Each party agrees to comply with any condition imposed on it by
the FCC Consent, except that no party shall be required to comply with a
condition if (1) the condition was imposed on it as the result of a
circumstance the existence of which does not constitute a breach by the party
of any of its

representations, warranties, or covenants under this Agreement, and (2)
compliance with the condition would have a material adverse effect upon it.
Buyer and Seller shall oppose any requests for reconsideration or judicial
review of the FCC Consent.  If the Closing shall not have occurred for any
reason within the original effective period of the FCC Consent, and neither
party shall have terminated this Agreement under Section 9, the parties shall
jointly request an extension of the effective period of the FCC Consent.  No
extension of the FCC Consent shall limit the exercise by either party of its
rights under Section 9.

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

         6.3  Confidentiality.  Except as necessary for the consummation of the
transaction contemplated by this Agreement, including Buyer's obtaining of
financing related hereto, and except as and to the extent required by law,
including, without limitation, disclosure requirements of federal or state
securities laws and the rules and regulations of securities markets, each party
will keep confidential any information obtained from the other party in
connection with the transactions contemplated by this Agreement.  If this
Agreement is terminated, each party will return to the other party all
information obtained by the such party from the other party in connection with
the transactions contemplated by this Agreement.

         6.4  Environmental Audit.  Buyer may, at its option and expense,
retain an environmental consultant to be selected by Buyer to perform a Phase I
environmental survey of the properties of the Station.  If the survey discloses
any material environmental hazard or material possibility of future liability
for environmental damages or clean-up costs, Buyer shall so notify Seller as
soon as practicable.

         6.5  Engineering Study.  Buyer may, at its option and expense, retain
an engineering firm to conduct a proof of performance study of the Station and
to prepare a report on the Station's compliance with customary engineering
practices and all applicable FCC rules, regulations, prescribed practices, and
technical standards.  If the survey discloses any material deficiencies in the
operations or equipment of the Station, Buyer shall so notify Seller as soon as
practicable.

         6.6  Cooperation.  Buyer and Seller shall cooperate fully with each
other and their respective counsel and accountants in connection with any
actions required to be taken as part of their respective obligations under this
Agreement, and Buyer and Seller shall execute such other documents as may be
necessary and desirable to the implementation and consummation of this
Agreement, and otherwise use their best efforts to consummate the transaction
contemplated hereby and to fulfill their obligations under this Agreement.
Notwithstanding the foregoing, Buyer shall have no obligation (i) to expend
funds to obtain any of the Consents or (ii) to agree to any adverse change in
any License or Assumed Contract to obtain a Consent required with respect
thereto.

         6.7  Bulk Sales Law.  If applicable, the Bulk Sales law of the State
of Colorado shall be complied with by Seller.  Any loss, liability, obligation,
or cost suffered by Seller or Buyer as the result of the failure of Seller or
Buyer to comply with the provisions of any bulk sales law applicable to the
transfer of the Assets as contemplated by this Agreement shall be borne by
Seller.

         6.8  Access to Books and Records.  Seller shall provide Buyer access
and the right to copy for a period of three years from the Closing Date any
books and records relating to the Assets.  Buyer shall provide Seller access
and the right to copy for a period of three years from the Closing Date any
books and records relating to the Assets.

         6.9  Appraisal.  Buyer and Seller agree to allocate the Purchase Price
for tax and recording purposes in accordance with an appraisal to be conducted
by an appraisal firm selected and retained by Buyer with experience in the
valuation and appraisal of television station assets.

         6.10 Risk of Loss.  The risk of any loss, damage, impairment,
confiscation or condemnation of any of the Assets from any cause whatsoever
shall be borne by Seller at all times prior to the Closing.

SECTION 7               CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER AT
                        CLOSING

         7.1  Conditions to Obligations of Buyer.  All obligations of Buyer at
the Closing are subject at Buyer's option to the fulfillment prior to or at the
Closing Date of each of the following conditions:

                 (a)  Representations and Warranties.  All representations and
warranties of Seller contained in this Agreement shall be true and complete in
all material respects at and as of the Closing Date as though made at and as of
that time.

                 (b)  Covenants and Conditions.  Seller shall have performed
and complied in all material respects with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by it
prior to or on the Closing Date.

                 (c)  Consents.  All Consents shall have been obtained and
delivered to Buyer without any adverse change in the terms or conditions of any
agreement or any governmental license, permit, or other authorization.

                 (d)  FCC Consent.  The FCC Consent shall have been granted
without the imposition on Buyer of any conditions that need not be complied
with by Buyer under Section 6.1 hereof, Seller shall have complied with any
conditions imposed on it by the FCC Consent, and the FCC Consent shall have
become a Final Order.

                 (e)  Governmental Authorizations.  Seller shall be the holder
of all Licenses and there shall not have been any modification of any License
that could have an adverse effect on the Station or the conduct of its business
and operations.  No proceeding shall be pending the effect of which could be to
revoke, cancel, fail to renew, suspend, or modify adversely any License.

                 (f)  Deliveries.  Seller shall have made or stand willing to
make all the deliveries to Buyer set forth in Section 8.2.

                 (g)  Adverse Change.  Between the date of this Agreement and
the Closing Date, there shall have been no material adverse change in the
business, assets, or properties of the Station,

including any damage, destruction, or loss affecting any assets used or useful
in the conduct of the business of the Station.

         7.2  Conditions to Obligations of Seller.  All obligations of Seller
at the Closing are subject at Seller's option to the fulfillment prior to or at
the Closing Date of each of the following conditions:

                 (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.

                 (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.

                 (c)  Deliveries.  Buyer shall have made or stand willing to
make all the deliveries set forth in Section 8.3.

                 (d)  FCC Consent.  The FCC Consent shall have been granted
without the imposition on Seller of any conditions that need not be complied
with by Seller under Section 6.1 hereof and Buyer shall have complied with any
conditions imposed on it by the FCC Consent.

SECTION 8              CLOSING AND CLOSING DELIVERIES

         8.1  Closing.

                 (a)  Closing Date.  The Closing shall take place at 10:00 a.m.
on a date, to be set by Buyer on at least five days' written notice to Seller,
that is (1) not earlier than the first business day after the FCC Consent is
granted, and (2) not later than ten business days following the date upon which
the FCC Consent has become a Final Order.  If Buyer fails to specify the date
for Closing pursuant to the preceding sentence prior to the fifth business day
after the date upon which the FCC Consent becomes a Final Order, the Closing
shall take place on the tenth business day after the date upon which the FCC
Consent becomes a Final Order.

                 (b)  Closing Place.  The Closing shall be held at the offices
of Dow, Lohnes & Albertson, 1255 23rd St., N.W., Washington, D.C. 20037, or
any other place that is agreed upon by Buyer and Seller.

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

                 (a)  Transfer Documents.  Duly executed warranty bills of
sale, deeds, motor vehicle titles, assignments, and other transfer documents
which shall be sufficient to vest good and marketable title to the Assets in
the name of Buyer, free and clear of all mortgages, liens, restrictions,
encumbrances, claims, and obligations except for liens for current taxes not
yet due and payable;

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

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

                 (d)  Tax, Lien, and Judgment Searches.  Results of a search
for tax, lien, and judgment filings in the Secretary of State's records of the
State of Colorado, and in the records of those counties in Florida in which any
of the Assets are located, such searches having been made no earlier than
fifteen days prior to the Closing Date;

                 (e)  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
Seller in connection with its operations;

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

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

                 (b)      Assumption Agreements.  Appropriate assumption
agreements pursuant to which Buyer shall assume and undertake to perform
Seller's obligations under the Licenses and Assumed Contracts arising on or
after the Closing Date;

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

SECTION 9               TERMINATION

         9.1  Termination by Seller.  This Agreement may be terminated by
Seller and the purchase and sale of the Station abandoned, if Seller is not
then in material default, upon written notice to Buyer, upon the occurrence of
any of the following:

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

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

                 (c)  Upset Date.  If the Closing shall not have occurred by
January 31, 1996, provided, however, that should the delay in Closing be solely
due to the FCC application processing, such upset date shall be extended an
additional six months.

         9.2  Termination by Buyer.  This Agreement may be terminated by Buyer
and the purchase and sale of the Station abandoned, if Buyer is not then in
material default, upon written notice to Seller, upon the occurrence of any of
the following:

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

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

                 (c)  Upset Date.  If the Closing shall not have occurred by
January 31, 1996, provided, however, that should the delay in Closing be solely
due to the FCC application processing, such upset date shall be extended an
additional six months.

                 (d)  Technical Deficiencies.  Buyer shall have notified Seller
of material deficiencies in the operations or equipment of the Station, as
indicated in the engineering study described in Section 6.7, within 30 days
prior to the Closing Date, and the cause thereof shall not have been remedied
prior to the Closing Date.

         9.3  Rights on Termination.  If this Agreement is terminated pursuant
to Section 9.1 or Section 9.2 and neither party is in material breach of any
provision of this Agreement, the parties hereto shall not have any further
liability to each other with respect to the purchase and sale of the Assets.
If this Agreement is terminated by either party due to the other's material
breach of any provision of this Agreement, then the payment to such party of
$5,000 by the other party shall be liquidated damages and shall constitute full
payment and the exclusive remedy for any damages suffered by such party by
reason of the other party's material breach of this Agreement.  Seller and
Buyer agree in advance that actual damages would be difficult to ascertain and
that the amount of $5,000 is a fair and equitable amount to reimburse either
party for damages it may sustain due to one party's material breach of this
Agreement.

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

         10.1 Representations and Warranties.  All representations and
warranties contained in this Agreement shall be deemed continuing
representations and warranties and shall survive the Closing for a period of
eighteen months.  Any investigations by or on behalf of any party hereto shall
not constitute a waiver as to enforcement of any representation, warranty, or
covenant contained in this Agreement.  No notice or information delivered by
Seller shall affect Buyer's right to rely on any representation or warranty
made by Seller or relieve Seller of any obligations under this Agreement as the
result of a breach of any of its representations and warranties.

         10.2 Specific Performance.  The parties recognize that if Seller
breaches this Agreement and refuses to perform under the provisions of this
Agreement, monetary damages alone would not be adequate to compensate Buyer for
its injury.  Buyer shall therefore be entitled, in addition to any other
remedies that may be available, including money damages, to obtain specific
performance of the

terms of this Agreement.  If any action is brought by Buyer to enforce this
Agreement, Seller shall waive the defense that there is an adequate remedy at
law.

         10.3 Attorneys' Fees.  In the event of a default by either party which
results in a lawsuit or other proceeding for any remedy available under this
Agreement, the prevailing party shall be entitled to reimbursement from the
other party of its reasonable legal fees and expenses.

SECTION 11       MISCELLANEOUS

         11.1 Fees and Expenses.  Any federal, state, or local sales or
transfer tax arising in connection with the conveyance of the Assets by Seller
to Buyer pursuant to this Agreement shall be paid by the party upon which such
tax is imposed by law.  Except as otherwise provided in this Agreement, each
party shall pay its own expenses incurred in connection with the authorization,
preparation, execution, and performance of this Agreement, 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 Arbitration.  Except as otherwise provided to the contrary below,
any dispute arising out of or related to this Agreement that Seller and Buyer
are unable to resolve by themselves shall be settled by arbitration by a panel
of three (3) neutral arbitrators who shall be selected in accordance with the
procedures set forth in the commercial arbitration rules of the American
Arbitration Association.  The persons selected as arbitrators shall have prior
experience in the broadcasting industry but 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 of the American Arbitration Association.
The written decision of a majority of the arbitrators shall be final and
binding on Seller and Buyer.  The costs and expenses of the arbitration
proceeding shall be assessed between Seller 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 shall be instituted in any court by Seller
or Buyer against the other except (i) an action to compel arbitration pursuant
to this Section, (ii) an action to enforce the award of the arbitration panel
rendered in accordance with this Section, or (iii) a suit for specific
performance pursuant to Section 10.5.

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

If to Seller:             Echonet Corporation
                          90 Inverness Circle East
                          Englewood, Colorado  80155
                          Attention: Charles Ergen and David K. Moskowitz, Esq.

With a copy to:           David M. Drucker, Esq.
                          P.O. Box 255
                          Evergreen, CO  80439

If to Buyer:              Channel 59 of Denver, Inc.
                          14444 66th Street, North
                          Clearwater, Florida  34624
                          Attention: James West

With a copy to:           John R. Feore, Jr., Esq.
                          Dow, Lohnes & Albertson
                          1255 23rd Street, N.W.
                          Washington, D.C.  20037

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
11.3.

         11.4 Benefit and Binding Effect.  Neither party hereto may assign this
Agreement without the prior written consent of the other party hereto;
provided, however, that Buyer may assign its rights and obligations under this
Agreement to one or more subsidiaries or commonly controlled affiliates of
Buyer without seeking or obtaining Seller's prior approval in which event Buyer
shall have no further obligation hereunder and Buyer may collaterally assign
its rights and interests hereunder to its senior lenders without seeking or
obtaining Seller's prior approval.  Upon any permitted assignment by Buyer or
Seller in accordance with this Section 11.4, all references to"Buyer" herein
shall be deemed to be references to Buyer's assignee and all references to
"Seller" herein shall be deemed to be references to Seller's assignee, as the
case may be.  This Agreement shall be binding upon and inure to the benefit of
the parties hereto 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
Seller, any additional bills of sale, deeds, or other transfer documents that,
in the reasonable opinion of Buyer, may be necessary to ensure, complete, and
evidence the full and effective transfer of the Assets to Buyer pursuant to
this Agreement.

         11.6 GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED, AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO (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 schedules, hereto, and all
documents, certificates, and other documents to be delivered by the parties
pursuant hereto, collectively represent the entire understanding and agreement
between Buyer and Seller with respect to the subject matter

hereof.  This Agreement supersedes all prior negotiations between the parties
and cannot be amended, supplemented, or changed except by an agreement in
writing that makes specific reference to this Agreement and which is signed by
the party against which enforcement of any such amendment, supplement, or
modification is sought.

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

         11.11 Press Release.  Neither party shall publish any press release,
make any other public announcement or otherwise communicate with any news media
concerning this Agreement or the transactions contemplated hereby without the
prior written consent of the other party; provided, however, that nothing
contained herein shall prevent either party from promptly making all filings
with governmental authorities as may, in its judgement be required or advisable
in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.

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

         11.13 Guaranty of Paxson Communications Corp.

         (a)  In consideration of the execution and delivery of this Agreement
by Seller, Paxson Communications Corp., a Delaware corporation ("PCC") agrees
as follows:

                 (i)  PCC hereby guarantees the full, complete, and timely
performance by Buyer of each and every obligation of Buyer under this
Agreement.  If any default shall be made by Buyer in the performance of any of
such obligations, then PCC will itself perform or cause to be performed such
obligation upon receipt of notice from Seller specifying in summary form the
default.

                 (ii)  PCC waives presentment, protest, demand, or action or
delinquency in respect of any of the obligations of Buyer under this Agreement.
PCC waives all notices of non-performance, notices of protest, notices of
dishonor, and notices of acceptance of this guaranty.

                 (iii)  This guaranty shall be deemed a continuing guaranty,
and the above consents and waivers of PCC shall remain in full force and effect
until the satisfaction in full of all obligations of Buyer under this
Agreement.

         (b)  PCC hereby represents and warrants to Seller as follows:

                 (i)  This Agreement has been duly and validly executed and
delivered by PCC and constitutes its legal, valid, and binding agreement,
enforceable in accordance with its terms, except as

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

                 (ii)  The execution, delivery and performance by PCC of this
Agreement (A) do not require the consent of any third party; (B) will not
conflict with any provision of the Certificate of Incorporation or Bylaws of
PCC; (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 of governmental instrumentality; and (D) will
not conflict with, constitute grounds for termination of, result in a breach
of, constitute a default under, or accelerate or permit the acceleration of any
performance required by the terms of, any agreement, instrument, license, or
permit to which PCC is a party of by which PCC may be bound.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

         IN WITNESS WHEREOF, the parties hereto have duly executed this Asset
Purchase Agreement as of the day and year first above written.

                                       CHANNEL 59 OF DENVER, INC.

                                       By:  James L. West                  
                                           -----------------------------------

                                       Its: Chairman                          
                                           -----------------------------------

                                       Echonet Corporation

                                       By:  Charles Ergen
                                           -----------------------------------

                                       Its:                                   
                                           -----------------------------------

                                       AS TO SECTION 11.13 ONLY:
                                       Paxson Communications Corp.

                                       By:  Lowell W. Paxson               
                                           -----------------------------------

                                       Its: Chairman
                                           -----------------------------------

 

Basic Info X:

Name: ASSET PURCHASE AGREEMENT
Type: Asset Purchase Agreement
Date: May 15, 1995
Company: ION MEDIA NETWORKS INC.
State: Delaware

Other info:

Date:

  • April 30 , 1995
  • January 31 , 1996

Organization:

  • Federal Communications Commission
  • Federal Aviation Administration
  • Manner of Determining Adjustments
  • Payment of Purchase Price
  • Condition of Real Property
  • Condition of Tangible Personal Property
  • the State of Florida
  • Absence of Conflicting Agreements
  • Station 's Area of Dominant Influence
  • Books and Records
  • g Adverse Change
  • Obligations of Seller
  • b Closing Place
  • Secretary of State
  • State of Colorado
  • American Arbitration Association
  • Lohnes & Albertson 1255
  • Paxson Communications Corp.

Location:

  • State of Colorado
  • N.W.
  • Inverness Circle East Englewood
  • North Clearwater
  • Florida
  • Esq
  • Washington
  • D.C.
  • Delaware
  • DENVER

Money:

  • $ 50,000.00
  • $ 5,000

Person:

  • Lien
  • David K. Moskowitz
  • David M. Drucker
  • John R. Feore , Jr.
  • James L. West
  • Charles Ergen
  • Lowell W. Paxson

Time:

  • 11:59 p.m.
  • 10:00 a.m.