8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT 
OF 1934


Date of Report (Date of earliest event reported):   February 26, 1996

Oak Industries Inc.
(Exact name of registrant as specified in its charter)

   Delaware                         1-4474                  36-1569000   
(State or other juris-           (Commission File          (IRS Employer
diction of incorporation)         Number)               Identification No.)



Bay Colony Corporate Center
1000 Winter Street
Waltham, MA                                           02154
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code 617-890-0400

                                 Same
(Former name or former address, if changed since last report.)



ITEM 5.   OTHER EVENTS

On February 26, 1996 National Subscription Television of Chicago Inc. ("NST"), 
an Illinois corporation and indirectly held subsidiary of Oak Industries Inc., 
sold, for an aggregate purchase price of approximately $29 million (i) its 
24.5% joint venture interest in Video 44, the owner of television broadcast 
station WSNS-TV, Channel 44 in Chicago, Illinois, and (ii) all of its shares 
of stock in Harriscope of Chicago, Inc., an Illinois corporation holding a 50% 
joint venture interest in Video 44.  The transaction was effected pursuant to 
the terms of an Agreement to Purchase NST Venture Interest and Capital Stock 
by and among the Stockholders of Harriscope of Chicago, Inc., and NST as the 
Sellers, and Telemundo of Chicago, Inc. as Buyer, dated as of November 8, 1995 
(the "Agreement").  A copy of the Agreement is attached hereto as Exhibit 1.1 
and incorporated herein by reference.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)   Financial Statements
       N/A
(b)   Pro Forma Financial Information
      N/A
(c)   Exhibits

      1.1   Agreement to Purchase NST Venture Interest and Capital Stock by 
and among the Stockholders of Harriscope of Chicago, Inc., and National 
Subscription Television of Chicago Inc. as the Sellers and Telemundo of 
Chicago, Inc. as Buyer dated as of November 8, 1995.

      1.2   Oak Guaranty by Oak Industries Inc. in favor of Telemundo of 
Chicago, Inc. dated as of February 26, 1996.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


Oak Industries Inc.

Date:  March 6, 1996   
   /s/ Coleman S. Hicks
   Coleman S. Hicks
   Senior Vice President, General Counsel
   and Secretary



March 6, 1996

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549

Re:    Oak Industries Inc.  Form 8-K

Ladies and Gentlemen:

On behalf of Oak Industries Inc. (the "Company"), being submitted herewith for 
filing pursuant to the Securities Exchange Act of 1934, as amended, please 
find one copy of a Current Report on Form 8-K (including exhibits).

Please do not hesitate to telephone the undersigned at (617) 890-0400 for any 
further information.

Very truly yours,


Mela Lew
Assistant General Counsel

EX-1

Exhibit 1.1



AGREEMENT TO PURCHASE NST VENTURE INTEREST


AND CAPITAL STOCK


by and among


THE STOCKHOLDERS OF HARRISCOPE OF CHICAGO, INC. and
NATIONAL SUBSCRIPTION TELEVISION OF CHICAGO INC.,
as the Sellers


and


TELEMUNDO OF CHICAGO, INC.,
as Buyer


Dated as of November 8, 1995

AGREEMENT TO PURCHASE NST VENTURE INTEREST

AND CAPITAL STOCK


    AGREEMENT TO PURCHASE NST VENTURE INTEREST AND CAPITAL STOCK (this 
"Agreement") dated as of November 8, 1995, by and among all the 
stockholders of Harriscope of Chicago, Inc., an Illinois corporation 
("Harriscope"), whose names appear on the signature page of this Agreement 
(the "Stockholders"), and NATIONAL SUBSCRIPTION TELEVISION OF CHICAGO INC., 
an Illinois corporation ("NST") (each of the Stockholders and NST may 
hereinafter be referred to individually as a "Seller", and collectively as 
the "Sellers"; the Stockholder other than NST herein is referred to as the 
"Harris Group"), and TELEMUNDO OF CHICAGO, INC., a Delaware corporation 
(the "Buyer").

RECITALS

    Harriscope, NST, and ESSANESS THEATRES CORPORATION, a Delaware 
corporation ("Essaness"), currently comprise all of the members of the 
joint venture (the "Joint Venture") (created under that certain Amended and 
Restated Joint Venture Agreement (Video 44), dated May 16, 1980 (the "Joint 
Venture Agreement")).  The Joint Venture owns, leases or has a right to use 
all of the assets, both tangible and intangible, of or used by television 
broadcast station WSNS-TV, Channel 44, Chicago, Illinois, together with 
certain auxiliary facilities and properties (the "Station"). NST holds a 
twenty-four and one-half percent (24.5%) interest (the "NST Venture 
Interest") in the profits, losses, assets and capital of the Joint Venture 
under the Joint Venture Agreement.  The Stockholders own one hundred 
percent (100%) of the outstanding capital stock (the "Shares") of 
Harriscope, which holds a fifty percent (50%) interest (the "Harriscope 
Interest") in the profit, losses, assets and capital of the Joint Venture.  
Buyer desires to purchase from the Sellers, and the Sellers desire to sell 
to Buyer, the NST Venture Interest and the Shares, all in accordance with 
the terms and conditions set forth in this Agreement.

    In consideration of the mutual promises set forth in this Agreement and 
other good and valuable consideration, the receipt and sufficiency of which 
is acknowledged, the parties agree as follows:

1.    PURCHASE AND SALE; PURCHASE PRICE; PAYMENT AND CLOSING
  
1    Purchase and Sale

      Subject to the terms and conditions of this Agreement, at the 
Closing, Buyer shall purchase:

(a)    the NST Venture Interest from NST; and
  
(b)    the Shares from the Stockholders.
  
2    Purchase Price
  
(a)    The purchase price for the NST Venture Interest shall be Fourteen 
Million Seven Hundred Thousand Dollars ($14,700,000.00), subject to 
adjustment as set forth herein (the "NST Purchase Price").
  
(b)    The purchase price for the Shares shall be Thirty Million Dollars 
($30,000,000.00), divided among the Stockholders as set forth in Schedule 
1.2, subject to adjustment as set forth herein (the "Harriscope Purchase 
Price").

        The NST Purchase Price and the Harriscope Purchase Price shall be 
referred to collectively in this Agreement as the "Purchase Price."

(c)    The amount of the Purchase Price shall be reduced by seventy four 
and one half percent (74.5%) of the unpaid principal and unpaid accrued 
interest outstanding, if any, as of the Closing Date (as defined below) on 
that certain promissory note dated May 27, 1993 from the Joint Venture as 
payor to Marc A. Neuerman, as Trustee or payee in the original principal 
amount of $10 million (the "Harris Note").  The Purchase Price shall be 
reduced proportionately among NST and the Stockholders as set forth in 
Schedule 1.2.
  
(d)    Within one business day of the date of this Agreement, Buyer will 
deposit One Million Five Hundred Thousand Dollars ($1,500,000.00) (the 
"Deposit") in escrow with The First National Bank of Chicago (such escrow 
agent, or any successor person or entity acting as the escrow agent under 
this Agreement, the "Escrow Agent") to be held and disbursed pursuant to 
the terms of this Agreement and the escrow agreement being executed 
contemporaneously with this Agreement (the "Escrow Agreement").
  
(e)    NST and Buyer agree that the NST Purchase Price shall be allocated 
among the assets of the Joint Venture as may be reasonably agreed by NST 
and Buyer.
  
3    Payment of Purchase Price and Closing

        Buyer shall pay the Purchase Price to the Sellers at the Closing by 
wire transfer of immediately available funds pursuant to the Sellers' 
written instructions, provided that Buyer shall be required to send only 
one wire to NST and only one wire to the Harris Group.  Buyer may offset 
against the Purchase Price  due to the Sellers at the Closing by delivery 
to the Sellers of the Deposit at the Closing pursuant to the Escrow 
Agreement. The closing of the purchase of the NST Venture Interest and the 
Shares by  Buyer (the "Closing") shall take place at the offices of Akin 
Gump Strauss Hauer and Feld, L.L.P., New York, New York (the "Closing 
Location") and shall be held within ten (10) business days after all 
conditions to the Closing set forth in this Agreement have been satisfied 
(the "Closing Date"); provided that, to the extent practicable, it is the 
parties' intention to close on the last day of a month.

4   Working Capital Adjustments

        In addition to the Purchase Price and in further consideration of 
the purchases and sales hereunder, the following payments or adjustments 
shall be made:

(a)    The Joint Venture and Harriscope shall prepare closing statements as 
of the last day of the month immediately preceding the Closing Date, 
indicating, among other items, each of their respective current assets and 
liabilities (which are or should be reflected on the Joint Venture or 
Harriscope's balance sheets in accordance with generally accepted 
accounting principles), which statements shall be prepared in accordance 
with generally accepted accounting principles consistently applied (the 
"Closing Statements").  In making such calculations, neither Harriscope's 
interest in the Joint Venture nor any asset or liability of the Joint 
Venture shall be included in the current assets or liabilities of 
Harriscope.  In determining Adjusted Positive Working Capital (as defined 
below) and Adjusted Negative Working Capital (as defined below), the 
monthly average of the previous four months' cash flow (calculated after 
any distributions to any Partners) shall be added to the cash balance in 
such calculation (the "Closing Month Adjustment").  The following payments 
or adjustments shall be made on the Closing Date:

          (i) To the extent that the current assets (excluding account 
receivables) plus the Closing Month Adjustment (as contemplated above) are 
greater than liabilities (excluding the BMI liability described to Buyer), 
(the "Adjusted Positive Working Capital") of the Joint Venture as shown on 
its Closing Statement, Buyer shall pay to (A) NST, 24.5% of the Adjusted 
Positive Working Capital and (B) the Stockholders (pro rata based upon 
their proportionate interests in Harriscope as set forth in Schedule 1.2), 
50% of the Adjusted Positive Working Capital; and

          (ii)  To the extent that current assets (excluding account 
receivables) plus the Closing Month Adjustment (as contemplated above) are 
less than such liabilities (the "Adjusted Negative Working Capital") of the 
Joint Venture as shown on its Closing Statement, 74.5% of the Adjusted 
Negative Working Capital shall be deducted from the proceeds payable to the 
Sellers from Joint Venture Account Receivables (as defined below) (prior to 
remitting any amounts received from Joint Venture Account Receivables to 
Sellers) (proportionally based on their ownership of the Joint Venture), 
provided, that to the extent the Adjusted Negative Working Capital is 
greater than $1 million, 74.5% of such amount above $1 million shall be 
deducted from the proceeds payable to the Sellers at the Closing.  In 
addition, Sellers shall remit to Buyer at the end of the 120 day period 
determined in Section 1.4(c), 74.5% of the Adjusted Negative Working 
Capital balance for the Joint Venture remaining after giving effect to the 
net proceeds received from Joint Venture Account Receivables.  Furthermore, 
Sellers shall remit to Buyer at the end of the 120 day period determined in 
Section 1.4(d) 100% of the Adjusted Negative Working Capital balance for 
Harriscope after giving effect to the net proceeds received from Harriscope 
Account Receivables and any remaining Harriscope Account Receivables.

        In addition to and notwithstanding the above, the parties further 
agree to similarly adjust the amount payable by Buyer to Stockholders at 
the Closing to reflect the Adjusted Positive Working Capital or the 
Adjusted Negative Working Capital of Harriscope based on the above 
principles without duplication of any item in such calculation that was 
otherwise included in the calculation for the Joint Venture as contemplated 
by the preceding paragraphs and with the understanding that the 
Stockholders shall receive 100% of the Adjusted Positive Working Capital of 
Harriscope.

(b)    Within forty-five business days after the Closing Date, Buyer shall 
furnish to NST and the Harris Group Representative closing statements as of 
the Closing Date prepared in the same format as the Closing Statements 
("Actual Closing Statements").  Within 45 days after delivery to NST and 
the Harris Group Representative of the Actual Closing Statements, NST and 
the Harris Group Representative shall furnish to Buyer a statement showing 
any objections they have to the Actual Closing Statements.  Any disputes 
regarding the Actual Closing Statements or any adjustments in connection 
therewith not resolved by the parties within 30 days after the receipt by 
Buyer's, NST's and the Harris Group Representative's objections shall be 
resolved by a "big six" accounting firm mutually acceptable to the parties.  
The determination of any accounting firm so selected shall be conclusive 
and binding upon the parties.  The fees and expenses of such accounting 
firm acting under this Agreement shall be shared equally among the Buyer, 
NST and the Harris Group.  Upon the agreement or final determination of any 
Adjusted Positive Working Capital or Adjusted Negative Working Capital 
different from those determined pursuant to the Actual Closing Statements, 
Buyer shall make appropriate payments, or Sellers shall make appropriate 
refunds, within five business days after such agreement or final 
determination.
  
(c)    From and after the Closing, Buyer shall use its reasonable best 
efforts to collect and receive and liquidate into cash all account 
receivables of the Joint Venture as of the Closing Date (the "Joint Venture 
Account Receivables"), in the ordinary course of the Joint Venture's 
business and consistent with past practice.  TGI will pay its receivables 
due or accrued as of the Closing Date to the Joint Venture promptly when 
due, in accordance with past practice.  From the amounts actually collected 
or received with respect to the Joint Venture Account Receivables, net of 
reasonable out-of-pocket collection costs paid to any non-affiliated third 
party, Buyer shall remit to (i) NST its proportionate 24.5% share and (ii) 
to the Stockholders in proportion to their interest in Harriscope as set 
forth in Schedule 1.2, Harriscope's proportionate 50.0% share, of any 
future liquidated Joint Venture Account Receivables collected or received 
by the Joint Venture or the Buyer, net of reasonable out-of-pocket 
collection costs paid to any non-affiliated third party, on a monthly 
basis, by the 15th day of the following calendar month.  Buyer will 
exercise reasonable best efforts and diligence to collect such Joint 
Venture Account Receivables, but will not be required to institute 
collection or any other court proceedings.  NST and the Harris Group agree 
that during the Collection Period (as defined herein), the Buyer shall be 
solely responsible for seeking collection of Joint Venture Account 
Receivables, and during the Collection Period, NST and the Harris Group 
shall not correspond with or seek payment from any such Joint Venture 
Account Receivables' debtors.  In the event that any of the Joint Venture 
Account Receivables have not been collected within 120 days after the 
Closing Date (the "Collection Period"), Buyer shall, upon the request of 
NST and the Harris Group, assign such receivable to the NST and the Harris 
Group or any entity they may designate, who shall remit to Joint Venture 
(for the account of Essaness) 25.5% of any net amount collected with 
respect to such receivable.
  
(d)    From and after the Closing, Buyer shall use its reasonable best 
efforts to collect and receive and liquidate into cash all account 
receivables of Harriscope as of the Closing Date (the "Harriscope Account 
Receivables"), in the ordinary course of the Harriscope's business and 
consistent with past practice.  From the amounts actually collected or 
received with respect to the Harriscope Account Receivables, net of 
reasonable out-of-pocket collection costs paid to any non-affiliated third 
party, Buyer shall remit to the Stockholders their respective proportionate 
share of any future liquidated Harriscope Account Receivables collected or 
received by Buyer, net of reasonable out-of-pocket collection costs paid to 
any non-affiliated third party, on a monthly basis, by the 15th day of the 
following calendar month.  Buyer will exercise reasonable best efforts and 
diligence to collect such future liquidated Harriscope Account Receivables, 
but will not be required to institute collection or other court 
proceedings.  The Stockholders agree that during the Collection Period the 
Buyer shall be solely responsible for seeking collection of Harriscope 
Account Receivables, and during the Collection Period the Stockholders 
shall not correspond with or seek payment from any Harriscope Account 
Receivables' debtors.  Notwithstanding the foregoing, no amount of 
Harriscope Account Receivables shall be counted for purposes of this 
Section 1.4(d) to the extent already counted as Joint Venture Account 
Receivables for purposes of Section 1.4(c).  In the event that any of the 
Harriscope Account Receivables have not been collected within 120 days 
after the Closing Date, Buyer shall, upon the request of the Stockholders, 
assign such receivable to the Stockholders or any entity they may 
designate.
  
(e)    In determining the gross amount received from an account receivables 
debtor with respect to the Joint Venture Account Receivables or the 
Harriscope Account Receivables, unless the account debtor disputes an 
invoice or invoices in writing, such amount received shall be applied to 
all accounts receivables owed by such party such that the oldest receivable 
is paid off first.
  
5   Stockholders' Representative
  
(a)    In order to administer efficiently the waiver of any condition to 
the obligations of the Harris Group to consummate the transactions 
contemplated hereby, the defense and/or settlement of any claims for which 
the Harris Group may be required to indemnify the Buyer pursuant to the 
indemnity provisions of this agreement, any amendment to this Agreement (or 
any related agreements) or the execution and delivery of any closing 
document, and any other actions required to be taken by the Harris Group, 
the Harris Group hereby designates and appoints Burt I. Harris, or any 
successor or assign, as their representative and attorney-in-fact (in such 
capacity, the "Harris Group Representative").
  
(b)    By its execution of this Agreement, the Harris Group agrees that:
  
(i)    the Buyer and NST shall be able to rely conclusively without further 
inquiry on the instructions and decisions of the Harris Group 
Representative acting in such capacity as to the settlement of any claims 
for indemnification by the Buyer hereunder and as to any other action taken 
by the Harris Group Representative hereunder, and no party hereunder shall 
have any cause of action against the Buyer or NST for any action taken by 
the Buyer in reliance upon the instructions or decisions of the Harris 
Group Representative; and
  
(ii)    all actions, decisions and instructions of the Harris Group 
Representative shall be conclusive and binding upon all of the Harris 
Group. 
  
2.    REPRESENTATIONS AND WARRANTIES OF THE SELLERS

    Notwithstanding anything else contained in this Section 2 to the 
contrary, each of the following representations and warranties:

(i)    made as to matters relating solely to NST, either in its capacity as 
a Joint Venture partner or a Stockholder, or the NST Venture Interest or 
NST's Shares, shall be made by NST to Buyer by NST, for itself only; 
  
(ii)    made as to matters relating solely to the Stockholders, or their 
respective Shares, shall be made to Buyer by each of NST and the Harris 
Group severally, for itself only and not jointly;
  
(iii)    made as to matters relating solely to Harriscope, shall be made to 
Buyer by each of NST and the Harris Group severally, for itself only and 
not jointly;
  
(iv)    made as to other matters, including as relates to the Joint Venture 
(including, but not limited to, the business, operations and financial 
condition of the Station), shall be made to Buyer by each of NST and the 
Harris Group severally (except as expressly set forth otherwise, in which 
case such representation and warranty shall nonetheless be made severally, 
and not jointly, by each party making the same), for itself only and not 
jointly; and 
  
(v)    made as to matters relating to the Harris Group, shall be made to 
the Buyer by the Harris Group, for itself only.
  
2    Organization and Authority of the Joint Venture

        The Joint Venture (a) was formed under the laws of the State of 
Illinois, (b) is conducting business in and is located in the City of 
Chicago, State of Illinois, and (c) has the full and unrestricted power and 
authority to own, lease and otherwise to use, hold and operate the Assets 
(as hereinafter defined), and to carry on its business as now being 
conducted.  A copy of the Joint Venture Agreement as in effect on the date 
hereof, certified by NST and the Harris Group Representative, has been 
delivered to the Buyer, is complete and correct, and no amendments have 
been made thereto or have been authorized since the date thereof.  The 
Joint Venture does not own any capital stock of or other equity interest in 
any corporation,  partnership or other entity and is not obligated to make 
an investment in or contribution to any such entity.  The Joint Venture's 
sole business is to own and operate the Station.

3    Organization and Authority of Harriscope

        Harriscope is a corporation duly organized, validly existing and in 
good standing under the laws of the State of Illinois, and has the full and 
unrestricted power and authority to own, lease or otherwise hold its 
properties and to carry on its business as now being conducted.  Certified 
copies of the Articles of Incorporation and Bylaws of Harriscope, each as 
amended to date, have been previously delivered to Buyer, are complete and 
correct, and no amendments have been made thereto or have been authorized 
since the date thereof.  Harriscope does not own any capital stock, 
partnership interest or other equity or ownership interest in any 
corporation, partnership or other entity other than the Harriscope Interest 
and is not obligated to make an investment in or contribution to any such 
entity.  Harriscope's sole business is to own an interest in the Joint 
Venture.

4   Authorization of NST and the Harris Group
  
(a)    This Agreement and the Escrow Agreement have been, and the other 
agreements contemplated by the transactions to be consummated hereby to 
which NST is a party, will be at the time of execution by NST, duly 
authorized, executed and delivered by NST. Assuming due authorization, 
execution and delivery by the other parties hereto and thereto, this 
Agreement and all such other agreements and written obligations entered 
into and undertaken in connection with the transactions contemplated hereby 
to which NST is a party or by which it is bound constitute (or will 
constitute at the time of execution) the valid and legally binding 
obligations of NST enforceable against it in accordance with their 
respective terms, except to the extent limited by applicable bankruptcy, 
insolvency, moratorium and other similar laws of general application 
relating to or affecting the enforcement of creditors' rights and general 
equity principles.  The execution, delivery and performance of this 
Agreement and the agreements contemplated by the transactions to be 
consummated hereby to which NST is a party, and the consummation by NST of 
the transactions contemplated hereby and thereby, will not, with or without 
the giving of notice or the passage of time or both, (i) violate the 
provisions of any law, rule or regulation applicable to NST, Harriscope or 
the Joint Venture (assuming compliance with the requirements of the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR 
Act"), the Communications Act of 1934, as amended (the "FCC Act") and the 
Federal Communications Commission (the "FCC")); (ii) violate the provisions 
of NST's or Harriscope's Articles of Incorporation or Bylaws; (iii) violate 
any judgment, decree, order or award of any court, governmental body or 
arbitrator applicable to NST, Harriscope or the Joint Venture; (iv) 
conflict with or result in the breach or termination of any term or 
provision of, or constitute a default under, or cause any acceleration 
under, or cause the creation of any Encumbrance (as defined in Section 2.5) 
upon the properties or assets of NST or Harriscope pursuant to, any 
contract, indenture, mortgage, deed of trust or other agreement or 
instrument to which NST or Harriscope is a party, or by which NST, 
Harriscope or NST's properties being transferred to the Buyer hereunder or 
Harriscope's properties are or may be bound; or (v) conflict with or result 
in the breach or termination of any material term or provision of, or 
constitute a default under, or cause any acceleration under, or cause the 
creation of any Encumbrance upon the material properties or assets of the 
Joint Venture pursuant to, any contract, indenture, mortgage, deed of trust 
or other agreement or instrument to which the Joint Venture is a party, or 
by which the Joint Venture or the Joint Venture's properties (other than 
the Drake Property (as defined)) are or may be bound.
  
(b)    This Agreement and the Escrow Agreement have been, and the other 
agreements contemplated by the transactions to be consummated hereby to 
which the Harris Group is a party, will be at the time of execution by the 
Harris Group duly authorized, executed and delivered by the Harris Group. 
Assuming due authorization, execution and delivery by the other parties 
hereto and thereto, this Agreement and all such other agreements and 
written obligations entered into and undertaken in connection with the 
transactions contemplated hereby to which the Harris Group are parties or 
by which they are bound constitute (or will constitute at the time of 
execution) the valid and legally binding obligations of the Harris Group 
enforceable against them in accordance with their respective terms, except 
to the extent limited by applicable bankruptcy, insolvency, moratorium and 
other similar laws of general application relating to or affecting the 
enforcement of creditors' rights and general equity principles.  The 
execution, delivery and performance of this Agreement and the agreements 
provided for herein to which the Harris Group is a party, and the 
consummation by the Harris Group of the transactions contemplated hereby 
and thereby, will not, with or without the giving of notice or the passage 
of time or both, (i) violate the provisions of any law, rule or regulation 
applicable to the Harris Group or Harriscope (assuming compliance with the 
requirements of the HSR Act, the FCC Act and the FCC); (ii) violate the 
provisions of any trust agreement to which the Harris Group is a party or 
Harriscope's Articles of Incorporation or Bylaws; (iii) violate any 
judgment, decree, order or award of any court, governmental body or 
arbitrator applicable to the Harris Group, the Joint Venture or Harriscope; 
(iv) conflict with or result in the breach or termination of any term or 
provision of, or constitute a default under, or cause any acceleration 
under, or cause the creation of any Encumbrance upon the properties or 
assets of the Harris Group or Harriscope pursuant to, any contract, 
indenture, mortgage, deed of trust or other agreement or instrument to 
which the Harris Group or Harriscope are parties or by which the Harris 
Group, or Harriscope or the Shares being transferred by the Harris Group, 
or Harriscope's properties are or may be bound; or (v) conflict with or 
result in the breach or termination of any material term or provision of, 
or constitute a default under, or cause any acceleration under, or cause 
the creation of any Encumbrance upon the material properties or assets of 
the Joint Venture pursuant to, any contract, indenture, mortgage, deed of 
trust or other agreement or instrument to which the Joint Venture is a 
party, or by which the Joint Venture's properties being transferred to 
Buyer hereunder or the Joint Venture's properties (other than the Drake 
Property) are or may be bound.  The Harris Group Representative is the 
voting trustee ("Voting Trustee") pursuant to the Voting Trust Agreement 
Number Two, dated as of October 31, 1989 as amended by the amendment dated 
October 2, 1995 (the "Voting Trust") a complete and correct copy of which 
(as in effect on the date hereof) has been delivered to Buyer, and no 
amendments have been made thereto or have been authorized since the date 
thereof.  Any right of the beneficiaries of the Voting Trust (each of which 
is specified on Schedule 2.4) to remove any Shares from the Voting Trust 
has been waived or has expired.
  
5    Ownership of Joint Venture and Harriscope
  
(a)    Harriscope is the record and beneficial owner of a fifty percent 
(50%) interest in the Joint Venture.  NST is the record and beneficial 
owner of a twenty-four and one-half percent (24.5%) interest in the Joint 
Venture.  NST and the Harris Group are the record and/or beneficial owners 
of  one hundred percent (100%) of the outstanding capital stock of 
Harriscope in the proportions set forth on Schedule 1.2 (except that the 
beneficial owners of the Harriscope Interest are set forth on Schedule 
2.4).  Except as provided in the Voting Trust, the Joint Venture Agreement, 
the Agreement Respecting Purchase and Sale of Interests and Options Related 
Thereto, dated May 16, 1980, among Irving B. Harris, Oak Communications, 
Inc., Harriscope, Essaness and Riverdale Drive-In, Inc. and the 
Shareholders Agreement dated May 1, 1980 among Irving B. Harris, the other 
shareholders of Harriscope and Irving B. Harris as trustee (collectively, 
the "Partnership Agreements"), (i) no person or entity has any claim, 
option or interest in or with respect to the venture interest owned by 
Harriscope, the NST Venture Interest or the Shares, and (ii) no person or 
entity has or may have any right or options to become a stockholder of 
Harriscope or to obtain or acquire any beneficial or legal interest in the 
NST Venture Interest, Harriscope or the Shares, (iii) to the best knowledge 
of NST and the Harris Group, no person or entity has or may have any right 
or options to become a member of the Joint Venture or to obtain or acquire 
any beneficial or legal interest in the Joint Venture, and (iv) there are 
no agreements or understandings by or among the members of the Joint 
Venture or by or among the Stockholders relating to their ownership and 
operation of Harriscope or the Joint Venture.
  
(b)    The Shares constitute the only outstanding capital stock of any 
class of Harriscope, and 6,506 shares of capital stock are held in its 
treasury.  All of the Shares have been validly issued, are fully paid and 
non-assessable and have not been issued in violation of the preemptive 
rights of any person or entity and no personal liability attaches to the 
ownership of the Shares.  Harriscope has no subsidiaries other than the 
Joint Venture.
  
6    Ownership of the Assets of the Station

        The Joint Venture and Harriscope have good and marketable title to 
all of the material real, personal and mixed assets, rights, benefits and 
privileges, both tangible and intangible wherever located, owned, leased, 
used, held for use or otherwise held by the Joint Venture in connection 
with its business and the business and operations of the Station 
(collectively, the "Business") and owned, leased, used, held for use or 
otherwise held by Harriscope in connection with its business (collectively, 
the "Assets"), free and clear of any mortgages, pledges, liens, adverse 
claims, charges, security interests, conditional sales agreements or other 
encumbrances or restrictions of any kind (collectively, "Encumbrances"), 
except for (A) encumbrances set forth on Schedule 2.5 and (B) subject only 
to (i) liens for taxes, assessments and other government charges not yet 
due or being contested in good faith, (ii) carriers', warehousemen's, 
mechanics', materialmen's, repairmen's or other like liens arising in the 
ordinary course of business, (iii) pledges and deposits made in the 
ordinary course of business in compliance with workmen's compensation, 
unemployment insurance and other social security laws or regulations, (iv) 
zoning restrictions, easements, rights of way restrictions on use of real 
property and other similar encumbrances incurred in the ordinary course of 
business which, in the aggregate, are not substantial in amount and do not 
materially detract from the value of the property subject thereto, (v) 
purchase money security interests arising in the ordinary course, (vi) 
deposits to secure the performance of bids, trade contacts, leases, 
statutory obligations and other obligations of a like nature incurred in 
the ordinary course of business and (vii) encumbrances set forth in any 
title policy delivered with respect to any of the Real Properties 
("Permitted Liens").  To the knowledge of NST and the Harris Group, the 
Assets are sufficient to operate the Station as presently being conducted.

7    Ownership of the NST Venture Interest and Shares
  
(a)    NST (i) owns the entire right, title and interest in and to the NST 
Venture Interest, (ii) has good and marketable title in and to the NST 
Venture Interest, (iii) has the full right, power, capacity and authority 
to validly sell, assign, convey and transfer the NST Venture Interest and, 
assuming Buyer's payment of the Purchase Price as contemplated hereby, as a 
result of such sale and transfer of the NST Venture Interest to Buyer (as 
contemplated by this Agreement), Buyer will have good and marketable title 
in and to the NST Venture Interest free and clear of all Encumbrances, (iv) 
other than the Partnership Agreements and pursuant to the letter of intent 
dated September 14, 1995 among Telemundo Group, Inc. ("TGI"), NST and 
certain other shareholders of Harriscope (the "LOI"), is not a party to any 
agreement, executed or executory, to sell, encumber, hypothecate or 
otherwise dispose of the NST Venture Interest, (v) has not sold, 
encumbered, hypothecated or otherwise disposed of the NST Venture Interest, 
and (vi) owns the NST Venture Interest free and clear of all Encumbrances.  
The NST Venture Interest to be sold to the Buyer under this Agreement may 
be sold by NST by NST's sole act and deed, and no consent on the part of 
any other person is necessary to validate the sale of the NST Venture 
Interest to Buyer, or to consummate the transactions contemplated by this 
Agreement except for the approval by the Board of Directors of Oak 
Industries, Inc. of the Guaranty described in Section 7.6(c) hereof, 
Essaness, which has been obtained, and the FCC and the expiration of the 
waiting period under the HSR Act contemplated by Section 6.1.
  
(b)    Each Stockholder (i) owns the entire right, title and interest in 
and to its respective Shares, (ii) has good and marketable title in and to 
its respective Shares, (iii) has the full right, power, capacity and 
authority to validly sell, assign, convey and transfer its respective 
Shares and assuming Buyer's payment of the Purchase Price as contemplated 
hereby, as a result of such sale and transfer of the Shares to Buyer (as 
set forth in this Agreement) Buyer will have good and marketable title in 
and to the Shares free and clear of all Encumbrances, (iv) except for the 
Partnership Agreement and the LOI, is not a party to any agreement, 
executed or executory, to sell, encumber, hypothecate or otherwise dispose 
of its respective Shares, (v) has not sold, encumbered, hypothecated or 
otherwise disposed of its respective Shares, and (vi) owns its respective 
Shares free and clear of all Encumbrances.  The respective Shares of each 
Stockholder to be sold to Buyer under this Agreement may be sold by such 
Stockholder by such Stockholder's sole act and deed, and no consent on the 
part of any other person is necessary to validate the sale of such Shares 
to Buyer, or to consummate the transactions contemplated by this Agreement 
except for the approval of Essaness, which has been obtained, and the FCC 
and the expiration of the waiting period under the HSR Act contemplated by 
Section 6.1.
  
8    Financial Statements
  
(a)    Attached as Schedule 2.7(a) are the audited balance sheets for the 
Joint Venture at December 31, 1993 and 1994 and the related statements of 
operations and cash flow and statements of capital accounts (deficiency) 
for the years ended December 31, 1993 and  1994 (collectively, the "Joint 
Venture Year End Financial Statements"), and an unaudited balance sheet for 
the Joint Venture at September 30, 1995 and the related statements of 
operations and cash flow and statements of capital accounts (deficiency) 
for the period then ended (the "Joint Venture Current Financial 
Statements").  All such financial statements have been prepared in 
accordance with the books and records of the Joint Venture and with 
generally accepted accounting principles applied on a consistent basis 
throughout the periods involved, subject to an absence of footnotes in the 
case of the Joint Venture Current Financial Statements, and present fairly 
the financial position and results of operations of the Joint Venture as of 
the dates and for the periods indicated; and each and every financial 
statement prepared for each month commencing with January 1995, and for 
each calendar year commencing with 1995, and until the Closing (to be 
delivered to Buyer pursuant to Section 5.4(i)) will be prepared by the 
Joint Venture in accordance with its books and records and with generally 
accepted accounting principles applied on a consistent basis throughout the 
periods involved, and as compared with prior periods set forth above, and, 
subject to year-end adjustments where applicable and an absence of 
footnotes in the case of interim statements, and will be true, correct and 
complete in all material respects, and will present fairly the financial 
position and results of operations of the Joint Venture as of the dates and 
for the periods indicated.  The Joint Venture Year End Financial Statements 
have been certified by the certified public accountants who examine the 
financial statements of the Joint Venture (who are now and will continue 
until Closing to be a nationally recognized accounting firm).
  
(b)    Attached as Schedule 2.7(b) are the unaudited balance sheets for 
Harriscope at December 31, 1993 and 1994 and the related statements of 
income and cash flows and statements of changes in stockholder's equity 
(deficit) for the years ended December 31, 1993 and 1994 (collectively, the 
"Harriscope Year End Financial Statements"), and an unaudited balance sheet 
for Harriscope at June 30, 1995 and the related statements of income and 
cash flow and statements of changes in stockholders' equity (deficit) for 
the period then ended (the "Harriscope Current Financial Statements").  The 
treasurer of Harriscope will certify that all such financial statements 
have been prepared in accordance with the books and records of Harriscope 
and with generally accepted accounting principles applied on a consistent 
basis throughout the periods involved, and present fairly the financial 
position and results of operations of Harriscope as of the dates and for 
the periods indicated, subject to an absence of footnotes; and each and 
every financial statement prepared for each quarter commencing with January 
1995, and for each calendar year commencing with 1995, and until the 
Closing (to be delivered to Buyer pursuant to Section 5.4(i)) will be 
prepared by Harriscope as being in accordance with its books and records 
and with generally accepted accounting principles applied on a consistent 
basis throughout the periods involved and as compared with prior periods 
set forth above, and, subject to year-end adjustments where applicable and 
an absence of footnotes, will be true, correct and complete in all material 
respects, and will present fairly the financial position and results of 
operations of Harriscope as of the dates and for the periods indicated, all 
as certified by Harriscope's treasurer.  The Joint Venture Year-End 
Financial Statements and the Harriscope Year-End Financial Statements are 
referred to in this Agreement as the "Year-End Financial Statements"; the 
Joint Venture Current Financial Statements and the Harriscope Current 
Financial Statements are referred to in this Agreement as the "Current 
Financial Statements"; and the Year-End Financial Statements and the 
Current Financial Statements are referred to collectively in this Agreement 
as the "Financial Statements."
  
(c)    Schedule 2.7(c) sets forth a list of all indebtedness of the Joint 
Venture or Harriscope of any kind, including without limitation with 
respect to: (i) borrowed money, (ii) obligations evidenced by bonds, 
debentures, notes or other similar instruments, (iii) obligations as lessee 
under leases which have been or should be, in accordance with generally 
accepted accounting principles, recorded as capital leases, and (iv) 
obligations under direct or indirect guaranties in respect of, and 
obligations (contingent or otherwise) to purchase or otherwise acquire, or 
otherwise to assure a creditor against loss in respect of, indebtedness or 
obligations of others of the kinds referred to in clauses (i) through (iii) 
above (collectively, the "Indebtedness").
  
9   Absence of Undisclosed Liabilities

        Except as and to the extent (a) reflected and reserved against in 
the Current Financial Statements (or reflected in the notes thereto), (b) 
set forth on Schedule 2.8 or (c) incurred in the ordinary course of 
business and consistent with past business practices and which are 
immaterial in amount, after the date of the Current Financial Statements, 
neither the Joint Venture nor Harriscope has entered into or become 
obligated under any material contract, agreement or commitment, or incurred 
any material obligation or liability, secured or unsecured relating to the 
Joint Venture, Harriscope or the Station,  and there has not been (i) any 
material loss or material injury to the Assets or the Station, (ii) any 
material adverse change in the Assets or in the condition (financial or 
otherwise) of the Joint Venture, Harriscope or the Station (other than may 
be directly attributable to a decline in ratings or revenues due to 
programming at the station provided by TGI or competition from Univision 
(assuming compliance with the covenant in Section 6.11(b)), or (iii) to the 
knowledge of NST and the Harris Group, any event, development, act or 
omission that is likely to give rise to a material obligation or liability 
of the Joint Venture, Harriscope or the Station or a material adverse 
change in the Assets or the condition (financial or otherwise) of the Joint 
Venture, Harriscope or the Station other than events or developments 
affecting the television industry or the Chicago television market 
generally or other than maybe directly attributable to a decline in ratings 
or revenues due to programming at the Station provided by TGI or 
competition from Univision (assuming compliance with the covenant in 
Section 6.11(b)).

10   FCC Licenses and Reports
  
(a)    The Joint Venture is the sole owner and holder of all of the 
licenses, permits and other authorizations issued by the FCC for the 
ownership of the Assets or operation of the Station (the "Licenses"), as 
set forth on Schedule 2.9.  The Licenses constitute all of the licenses, 
permits and other authorizations from the FCC that are necessary or 
required for or used in the business and operation of the Station as 
presently conducted.  The Licenses are valid and in full force and effect, 
unimpaired by any condition specific to the Station which could have any 
material adverse effect on the operation of the Station.  No application, 
action or proceeding is pending for the renewal or modification of any of 
the Licenses, and, except for actions or proceedings affecting the 
broadcasting industry generally, no application, action or proceeding is 
pending or to the knowledge of NST and the Harris Group, threatened that 
may result in the denial of an application for renewal, the revocation, 
modification, nonrenewal or suspension of any of the Licenses, the issuance 
of a cease-and-desist order, or the imposition of any administrative or 
judicial sanction with respect to the Station.
  
(b)    The Joint Venture has the sole right to the use of the call letters 
"WSNS-TV" and the sole right to the use of channel 44 in the Chicago 
Dominant Market Area (as defined by A.C. Nielsen Co.) pursuant to the rules 
and regulations of the FCC.
  
(c)    Except for actions or proceedings affecting the broadcasting 
industry generally, there is not now pending or outstanding or, to the 
knowledge of NST and the Harris Group, threatened, any investigation, 
proceeding, notice of violation or complaint against the Joint Venture or 
Harriscope at the FCC or any other Governmental Authorities.  To the 
knowledge of NST and the Harris Group, there is no person who has 
manifested an intention to contest the renewal of the Licenses.
  
(d)    The operation of the Station does not cause or result in exposure of 
workers or the general public to levels of radio frequency radiation in 
excess of the "Radio Frequency Protection Guides" recommended in "American 
National Standard Safety Levels with Respect to Human Exposure to Radio 
Frequency Electromagnetic Fields 300 kHz to 100 gHz" (ANSI C95.1-1982), 
issued by the American National Standards Institute, and renewal of the 
Licenses would not constitute a "major action" within the meaning of 
Section 1.1301, et seq., of the FCC's rules.  The Station is being operated 
in compliance in all material respects with the Licenses and the parameters 
set forth therein and consistent with any proofs of performance and there 
are no pending or, to the knowledge of NST and the Harris Group, threatened 
proceedings before the FCC with respect to objectionable interference 
relating to the Station within the meaning of the rules or policies of the 
FCC.
  
11   Litigation

        Except as set forth on Schedule 2.10, there is no litigation or 
proceeding of any kind pending or, to the best knowledge of NST or the 
Harris Group, threatened against the Joint Venture, Harriscope, the 
Station, the Assets or any of the Sellers (as relates to the Sellers, 
relating to the Shares or NST Venture Interest owned by them, or which 
would prevent or delay the transactions contemplated by this Agreement). 
None of Harriscope, NST nor the Harris Group (with respect to their 
ownership of their respective NST Venture Interest or Shares) nor, to the 
knowledge of NST or the Harris Group, the Joint Venture is in violation of 
or in default of any judgment, order, writ, injunction, decree, regulation 
or rule of any Governmental Authority, which violation or default would 
have a material adverse effect on the business, operations, assets or 
financial condition of the Joint Venture or Harriscope (a "Material Adverse 
Effect").

12   Insurance
        Schedule 2.11 sets forth a list, true, correct and complete in all 
material respects of all insurance policies insuring the Joint Venture, 
Harriscope, the Assets or the business of the Station and of all life and 
other insurance policies maintained by the Joint Venture, Harriscope or the 
Station for any of its employees, specifying the type of coverage, the 
amount of coverage, the premium, the insurer and the expiration date of 
each such policy (collectively, the "Insurance Policies").  All premiums 
due on the Insurance Policies or renewals thereof have been paid, and there 
is no material default under any of the Insurance Policies.

13    Regulatory Approvals

        All governmental and regulatory consents, approvals, authorizations 
and other requirements prescribed by any law, rule  or regulation which 
must be obtained or satisfied by the Sellers, the Joint Venture or 
Harriscope and which are necessary and material for the execution, delivery 
and performance by the Sellers of this Agreement and the documents to be 
executed and delivered by the Sellers in connection herewith are set forth 
on Schedule 2.12.

14    Tangible Personal Property

(a)    All of the furniture, fixtures, furnishings, equipment, machinery, 
supplies, tools, parts, antenna installations and other tangible personal 
property owned, leased, held or used by the Joint Venture or Harriscope 
(the "Tangible Personal Property") is in a suitable condition for the 
purposes for which it is intended or is being used, and is in sufficient 
working order.  Schedule 2.13(a) sets forth a true, correct and complete 
list of all of the Tangible Personal Property with a book value per item as 
of the date of this Agreement of more than $5,000, including a description 
and the book value of such Tangible Personal Property.  To the knowledge of 
NST and the Harris Group, the Tangible Personal Property set forth on 
Schedule 2.13(a) is sufficient for the conduct of the Joint Venture's and 
Harriscope's business and the operation of the Station by the Joint 
Venture.  The Sellers have made available to Buyer all logs maintained by 
the Station.  Sellers shall within 30 days of the date of this Agreement 
provide a detailed true, correct and complete list of each separate item of 
Tangible Personal Property with a book value per item as of the date of 
this Agreement of more than $5,000, including a description and the best 
reasonable estimate of book value of each such item of Tangible Personal 
Property.

(b)    Schedule 2.13(b) sets forth a list of each material lease, permit, 
right, authorization or other agreement (including capital leases) under 
which the Joint Venture, Harriscope or the Station leases or has, or on the 
Closing Date will have, rights to use any Tangible Personal Property (the 
"Personal Property Leases"). The Joint Venture and Harriscope have 
delivered to Buyer true and complete copies of the Personal Property 
Leases.  There are no amendments or modifications to any of the Personal 
Property Leases, except as set forth on Schedule 2.13(b).  No event has 
occurred under any of the Personal Property Leases that, with the lapse of 
time or the giving of notice or both, would constitute a default by 
Harriscope or, to the knowledge of NST and the Harris Group, the Joint 
Venture or any other party thereunder and there are no offsets asserted by 
Harriscope or to the knowledge of NST and the Harris Group, the Joint 
Venture or any other party thereto.  Harriscope and, to the knowledge of 
NST and the Harris Group, the Joint Venture are in compliance in all 
material respects with each of the Personal Property Leases, and the 
representations and warranties of Harriscope and, to the knowledge of NST 
and the Harris Group, the Joint Venture with respect to each of the 
Personal Property Leases are true and correct in all material respects.  
Each of NST and the Harris Group is not aware of any circumstance that 
would give the other parties to any Personal Property Lease the right to 
terminate such lease, and none of NST, the Harris Group nor the Joint 
Venture have been informed in writing by the lessor under any Personal 
Property Lease that it intends to terminate, modify (except pursuant to its 
terms) or not renew such lease.  No consents are required under the 
Personal Property Leases in connection with the consummation of the 
transactions contemplated hereunder, and the consummation of the 
transactions contemplated by this Agreement will not result in a default 
under or give the lessor a right to terminate any Personal Property Lease 
or modify in any material respect any Personal Property Lease.

15   Real Properties

(a)    Except for the Drake Avenue Property (the "Drake Property") as to 
which the parties hereto agree that the Drake Property, including all 
assets and liabilities directly related thereto shall not be transferred to 
the Buyer or retained by the Joint Venture or Harriscope after Closing, 
Schedule 2.14 sets forth (i) a list and legal description of all real 
properties or interests in real property owned by the Joint Venture or 
Harriscope directly or through an Illinois land trust or used in the 
operation of the Station (individually, a "Real Property" and collectively, 
the "Real Properties"), and (ii) each material lease, permit, right, 
authorization or other agreement (including any easements) under which the 
Joint Venture, Harriscope or the Station leases, occupies or has, or on the 
Closing Date will have, rights in any real property, including without 
limitation any transmitter tower leases (the "Real Property Leases").  
Except as set forth on Schedule 2.14, neither the Joint Venture nor 
Harriscope owns, leases, uses or holds any real property or any option to 
acquire any real property or interest therein.  The Joint Venture and 
Harriscope have delivered to Buyer true and complete copies of the Real 
Property Leases.  There are no amendments or modifications to any of the 
Real Property Leases, except as set forth on Schedule 2.14.  No Assets of 
the Joint Venture (other than the physical real property comprising the 
Drake Property) are attached to or will be transferred as part of the Drake 
Property.

(b)    The Joint Venture or Harriscope have good and marketable title to 
all of their respective  Real Properties and have a valid and subsisting 
good and marketable leasehold interest in all the real property which is 
the subject of each of their respective Real Property Leases (individually 
a "Leased Property" and collectively, the "Leased Properties") free and 
clear of all Encumbrances of any nature whatsoever, except for (i) 
Encumbrances set forth on Schedule 2.5, (ii) the Permitted Liens and (iii) 
as to the Real Property Leases, subject to inchoate landlord's liens and 
Encumbrances of record.  Each of the Real Property Leases is a legal, valid 
and binding agreement of the Joint Venture or Harriscope and is in all 
material respects enforceable in accordance with its terms except to the 
extent limited by applicable bankruptcy, insolvency, moratorium and other 
similar laws of general application relating to or affecting the 
enforcement of creditors' rights and general equity principles.  Schedule 
2.14 to this Agreement contains a list of any policies insuring the Joint 
Venture's or Harriscope's title or leasehold interest in their respective 
Real Properties or Leased Properties, as applicable, including the amounts  
thereof.  The Joint Venture or Harriscope has delivered to Buyer true and 
complete copies of all currently available title policies insuring the 
Joint Venture's or Harriscope's title or leasehold interest in the Real 
Properties, and all existing surveys, plans and maps in the Joint Venture's 
or Harriscope's possession relating to the Real Properties.  Neither the 
Joint Venture nor Harriscope has granted to any other person any right to 
the use, occupancy or enjoyment of the Real Properties or the Leased 
Properties or any part thereof.

(c)    No event has occurred under any of the Real Property Leases that, 
with the lapse of time or the giving of notice or both, would constitute a 
default by the Joint Venture or Harriscope or to the knowledge of NST and 
the Harris Group any other party thereunder and there are no offsets by the 
Joint Venture or Harriscope or any other party thereto.  The Joint Venture 
and Harriscope are in compliance with each of the Real Property Leases 
other than immaterial non-compliance that has no adverse effect of any 
nature on the Joint Venture or Harriscope, and the representations and 
warranties of the Joint Venture and Harriscope with respect to each of the 
Real Property Leases are true and correct in all material respects.  Each 
of NST, the Harris Group and, to the knowledge of NST and the Harris Group, 
the Joint Venture is not aware of any circumstance that would give the 
other parties to any Real Property Lease the right to terminate or modify 
such lease, and none of NST, the Harris Group nor the Joint Venture has 
been informed in writing by the lessor under any Real Property Lease that 
it intends to terminate or not renew such lease or modify such lease.

(d)    No consents are required under the Real Property Leases in 
connection with the consummation of the transactions contemplated 
hereunder, and the consummation of the transactions contemplated by this 
Agreement will not result in a default under or give the lessor a right to 
terminate or modify any Real Property Lease.  Neither the Joint Venture nor 
Harriscope is obligated to pay any leasing or brokerage commission relating 
to any Real Property Lease or any renewal thereof.

(e)    To the knowledge of NST and the Harris Group, the Real Properties 
and all structures and appurtenances thereto owned, leased or used by the 
Joint Venture or Harriscope have been owned and operated in all material 
respects in compliance with all material applicable laws, ordinances, 
regulations, rules, orders, restrictions or other requirements of all 
Governmental Authorities (including without limitation building, zoning and 
use ordinances and regulations), and no written notice of violation of any 
such laws, rules, regulations, orders, restrictions or other requirements 
has been received by either NST, the Harris Group, the Joint Venture or 
Harriscope.

(f)    There are no and, except as disclosed to Buyer in writing, on the 
Closing Date there will not be (i) actual or pending impositions or 
assessments for public or private improvements with respect to any Real 
Property or Leased Property for which the Joint Venture or Harriscope would 
be liable, or (ii) improvements constructed or planned that would be paid 
for by means of public or private assessments upon any Real Property or 
Leased Property for which the Joint Venture or Harriscope would be liable.  
Neither NST nor the Harris Group has received any actual notice and, to the 
knowledge of NST and the Harris Group, there is no pending, threatened or 
contemplated condemnation proceeding affecting any Real Property or Leased 
Property or any part thereof or of any sale or any disposition of any Real 
Property or any Leased Property or any portion thereof in lieu of 
condemnation.

(g)    On the Closing Date, no material assets used or useful in the 
business and operations of the Station by the Joint Venture or Harriscope 
will be located on any real property not included in the Real Properties or 
leased by the Joint Venture or Harriscope under the Real Property Leases.  
There is no real property other than as set forth on Schedule 2.14 which is 
necessary for the conduct of the Joint Venture's or Harriscope's business 
or the operation of the Station by the Joint Venture or Harriscope.

(h)    All buildings and improvements owned by the Joint Venture or 
Harriscope included within the Real Property and any premises leased by the 
Joint Venture or Harriscope pursuant to a Real Property Lease have been 
maintained in a suitable condition and in sufficient working order, for the 
purposes for which it is intended or being used.  All water, gas, 
electrical, utility, telecommunication, sanitary and storm sewage lines and 
systems and other similar systems located on the Real Properties or 
servicing the premises leased pursuant to the Real Property Leases have 
been operating and have been sufficient to enable the Real Properties and 
Leased Properties to be used and operated in the manner currently being 
used and operated by the Joint Venture or Harriscope .

(i)    Neither the Joint Venture nor Harriscope is a "foreign person" or a 
"foreign  corporation" as such terms are defined in Section 1445 of the 
Internal Revenue Code of 1986, as amended.

16    Tax Matters

(a)    The Joint Venture and Harriscope have filed in a timely manner 
(taking into account all extension of due dates) all tax returns, reports 
and forms required to be filed, including, without limitation, income tax 
returns, withholding tax returns, declarations, of estimated tax and tax 
reports required to be filed with respect to each of the Joint Venture or 
Harriscope or any of their income, properties or operations, and have paid 
in full (except for those Taxes (as defined below) being contested in good 
faith and set forth on Schedule 2.15(a)) any taxes, charges, fees, levies, 
penalties, interest or other assessments, including without limitation, 
income, sales and use, excise, withholding, employment related taxes, 
property, sales and franchise taxes, estimated taxes, penalties, interest, 
assessments and deficiencies imposed by any Governmental Authority 
("Taxes") that have become due and payable for, or with respect to, the NST 
Venture Interest, the Shares, the Joint Venture or Harriscope or their 
respective operations as of the date hereof.  All information provided in 
such returns, declarations and reports is true, correct and complete.  The 
Joint Venture and Harriscope have withheld all amounts required by law from 
their respective employees for all periods in full and complete compliance 
with the tax, social security and unemployment withholding provisions of 
applicable federal and state law.  No Taxes are payable with respect to the 
Joint Venture or Harriscope or their respective operations for the periods 
covered by such returns and forms except as shown on such returns and 
forms, and any such Taxes shown as due and payable on such returns and 
forms have been paid.  Neither the Joint Venture nor Harriscope is a party 
to any pending action or proceeding, and, to the knowledge of each Seller, 
there is no action or proceeding threatened by any Governmental Authority 
against the Joint Venture or Harriscope for audit, assessment or collection 
of Taxes, and to the best knowledge of the Sellers there is no basis for 
any such action or proceeding.  For purposes of this Agreement, 
"Governmental Authority" shall mean any agency, board, bureau, court, 
commission, department, subdivision, district, instrumentality or 
administration of the United States government, any state government or any 
local or other governmental body in a state, territory or possession of the 
United States or the District of Columbia, or any foreign government or 
instrumentality.

(b)    Each Seller has filed all tax returns (taking into account any 
applicable extensions) and forms required to be filed and has paid in full 
any Taxes which have become due and payable for, or with respect to, 
Harriscope, the NST Venture Interest or the Shares.  No Taxes are payable 
with respect to such Seller or its operations for the periods covered by 
such returns and forms except as shown on such returns and forms, and any 
such Taxes shown as due and payable on such returns and forms have been 
paid.  Each Seller is not a party to any pending action or proceeding and 
to such Seller's knowledge, there is no action or proceeding threatened by 
any Governmental Authority against Harriscope for audit, assessment or 
collection of Taxes and to the best knowledge of Sellers there is no basis 
for any such action or proceedings.

(c)    Adequate provisions in accordance with generally accepted accounting 
principles in the United States appropriately and consistently applied to 
each of the Joint Venture and Harriscope have been made in the financial 
statements of the Joint Venture and Harriscope, respectively, for the 
payment of all Taxes for which each of the Joint Venture and Harriscope may 
be liable for the periods covered thereby that were not yet due and payable 
as of the date thereof, regardless of whether the liability for such Taxes 
is disputed.

(d)    No consent has been filed relating to Harriscope pursuant to Section 
341(f) of the Internal Revenue Code of 1986, as amended (the "Code").

(e)    No Tax is required to be withheld pursuant to Section 1445 of the 
Code as a result of the transfers contemplated by this Agreement.

(f)    The Sellers have made available to Buyer complete and accurate 
copies of the income and franchise tax returns (including federal income 
tax returns and reports), and any amendments thereto, filed by or on behalf 
of Harriscope or the Joint Venture for the taxable years ending December 
31,  1992, 1993, and 1994.

(g)    There is no claim or assessment pending or, to the knowledge of 
Sellers, Harriscope or the Joint Venture threatened against any of the 
Sellers, Harriscope or the Joint Venture for any alleged deficiency in 
Taxes attributable to the Joint Venture or Harriscope, and neither the 
Sellers, Harriscope, or the Joint Venture knows of any audit or  
investigation with respect to any liability of the Sellers (and any of 
their affiliates), Harriscope or the Joint Venture.  There are no 
agreements in effect to extend the period of limitations for the assessment 
or collection of any Taxes for which Harriscope or the Joint Venture (or 
any members of the Joint Venture) may be liable.
  
(h)    Other than as described in Schedule 2.15(h), Harriscope has not 
taken any positions, with respect to the treatment of any items, that lack 
"substantial authority" (pursuant to Code Section 6662(d)(2)(B)) such that 
there could be a "substantial understatement" of income tax (pursuant to 
Code Section 6662(d)(1)) for any taxable year of Harriscope. 
  
(i)    At no time during its existence has Harriscope been a member of an 
affiliated group of corporations as defined in Code Section 1504.  
  
17   Books and Records

        The books and records of Harriscope and, to the knowledge of the 
Sellers, the Joint Venture, are complete and correct in all material 
respects and accurately reflect all material transactions of the Joint 
Venture and Harriscope during the periods covered by such books and 
records.  The minute books of Harriscope as previously made available to 
Buyer contain records accurate in all material respects of all meetings and 
actions by consent and reflect the corporate action taken by the 
stockholders and Board of Directors of Harriscope in such meeting or by 
such consents accurately in all material respects.  All material 
applications, returns, reports and statements required to have been filed 
by Harriscope and, to the knowledge of the Sellers, the Joint Venture and 
the Station with any Governmental Authority have been filed and are true, 
correct and complete in all material respects.  Neither NST nor the Harris 
Group has received written notice from the FCC of any failure to make any 
applicable filings or comply with any material compliance matters, nor has 
NST or the Harris Group received any written complaint or notice that the 
public file of the Station is incomplete in any respect.

18   Contracts and Commitments
  
(a)    Schedule 2.17 contains a true, complete and correct list and 
description of all written, and, to the knowledge of NST and the Harris 
Group, oral, contracts, agreements, understandings, obligations and 
commitments of the Joint Venture or Harriscope of any kind or nature 
(including all Program Contracts), other than (i) miscellaneous service or 
other contracts or commitments which do not require payments of more than 
$10,000 each or $100,000 in the aggregate, (ii) contracts for sale of 
advertising for cash payments and (iii) unfulfilled trade-out agreements, 
or similar contracts, commitments or understandings to provide broadcast 
time (collectively, "Trade Agreements") of less than $5,000 each or $25,000 
in the aggregate.
  
(b)    (i)  Each of the agreements set forth on Schedule 2.17 hereto (a 
"Specified Contract") is a valid and binding agreement of the Joint Venture 
or Harriscope, as the case may be, enforceable against the Joint Venture or 
Harriscope in accordance with its terms except to the extent limited by 
applicable bankruptcy, insolvency, moratorium and other similar laws of 
general application relating to or affecting the enforcement of creditors' 
rights and general equity principles.  
  
(i)    Harriscope and, to the knowledge of the Sellers, the Joint Venture 
have fulfilled all material obligations required pursuant to the Specified 
Contracts to have been performed by the Joint Venture or Harriscope on 
their part prior to the date hereof (other than payments of accounts 
payable after the due date thereof in accordance with past practices of the 
Joint Venture or Harriscope); and
  
(ii)    Harriscope and, to the knowledge of the Sellers, the Joint Venture 
are not in material breach of or in default under any material Specified 
Contract, and no occurrence, event or development has occurred which with 
the passage of time or giving of notice or both would constitute such a 
default by the Joint Venture or Harriscope, result in a loss of material 
rights or result in the creation of any Encumbrance thereunder or pursuant 
thereto.
  
(c)    Except as set forth on Schedule 2.17, the continuation, validity and 
effectiveness of each Specified Contract will not be affected by the 
transactions contemplated herein.
  
(d)    True, correct and complete copies of all written Specified Contracts 
have been delivered or made available by the Sellers to Buyer.
  
(e)    Except as set forth on Schedule 2.17, the Joint Venture and 
Harriscope are in compliance in all material respects with all of their 
respective obligations with respect to the payment of licensing fees for 
all video and audio programming broadcast by the Station, including having 
made reserves which are reasonably believed to be adequate to cover any and 
all payments which may be due for past periods with respect to such rights, 
including but not limited to payments to ASCAP and BMI.
  
(f)    Each film or program license or contract under which the Joint 
Venture or Harriscope is authorized to broadcast film product or programs 
on the Station, including, without limitation, all cash and non-cash 
(barter) program contracts  are set forth on Schedule 2.17, other than 
contracts requiring payments by the Joint Venture less than $10,000 each or 
$100,000 in the aggregate (collectively, the "Program Contracts").
  
19   Permits

        The Joint Venture and Harriscope each have all requisite licenses, 
permits, certificates and other authorizations, including any applicable 
environmental, health and safety permits, from Governmental Authorities 
necessary and material to conduct their respective businesses and to own 
and operate the Assets and in the case of the Joint Venture, the Station 
(collectively, the "Permits").  Schedule 2.18 sets forth a list, true, 
correct and complete in all material respects, of all such Permits, copies 
of which have previously been delivered or made available by the Sellers to 
the Buyer.  Each of the Joint Venture and Harriscope has operated and 
continues to operate the Station in accordance with, and is presently in 
compliance in all material respects with, applicable statutes and 
regulations of the United States of America, the State of Illinois and each 
municipality and authority having jurisdiction over the Station.

20   Employee Relations, ERISA and Employees
  
(a)    To the knowledge of NST and the Joint Venture, each of the Joint 
Venture and Harriscope is in compliance in all material respects with all 
laws, rules, regulations, and interpretations of any Governmental Authority 
respecting employment and employment practices (including anti-
discrimination laws, rules and regulations), terms and conditions of 
employment, and wages and hours, and there are no arrears in the payment of 
wages, unemployment compensation, worker's compensation or social security 
taxes or underfunding of workers' compensation insurance premiums.  Neither 
NST nor the Harris Group has received notice of any non-compliance (which 
remains uncured) by the Joint Venture of any material law, rule, regulation 
or interpretation of any Governmental Authority respecting employment and 
employment practices (including anti-discrimination laws, rules and 
regulations), terms and conditions of employment and wages and hours.  To 
the knowledge of NST and the Harris Group, there are no arrears in the 
payment of wages, unemployment compensation, worker's compensation or 
social security taxes or underfunding of workers' compensation insurance 
premiums with respect to the Joint Venture.
  
(b)    Schedule 2.19 sets forth a list of all pension, retirement, profit-
sharing, deferred compensation, and group insurance benefit plans that are 
employee pension benefit or employee welfare benefit plans as defined in 
Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 
1974 as amended ("ERISA") of which the Joint Venture or Harriscope is plan 
sponsor or administrator (collectively, the "Benefit Plans").  To the 
knowledge of Sellers, all of the Benefit Plans are in material compliance 
with all applicable law.
  
(c)    None of the Benefit Plans is subject to Title IV of ERISA.  
Harriscope has no, and, to the knowledge of NST and the Harris Group, the 
Joint Venture has no, liability arising under Title IV of ERISA.
  
(d)    Except as disclosed in Schedule 2.19(d), with respect to each 
Benefit Plan, (i) there is no material accrued liability for any Benefit 
Plan that is not reflected in the Financial Statements; (ii) each plan 
intended to qualify under Section 401(a) of the Code (A) has been 
determined by the Internal Revenue Service to so qualify and (B) with 
respect to all periods for which a favorable determination does not yet 
exist, has been timely and properly submitted to the Internal Revenue 
Service for a determination of its qualified status retroactive to all 
periods of its existence for which another favorable determination letter 
is not in effect as to the entire plan; (iii) to the best knowledge of NST 
and the Harris Group, no act or omission of the Joint Venture or Harriscope 
has occurred which could cause the loss of such qualification for any time 
period, and, to the knowledge of Sellers, no Benefit Plan has been operated 
in a manner that may be reasonably likely to cause it to be disqualified in 
operation under the Code or ERISA; and (iv) the Joint Venture, Harriscope 
and any plan administrator designated by the Joint Venture or Harriscope 
has complied in all material respects with all applicable reporting and 
disclosure requirements under Title I of ERISA.
  
(e)    Except as set forth on Schedule 2.19, no collective bargaining 
agreement or other contract, agreement or understanding of any kind, 
written or oral, with any trade or labor union, employees' association or 
similar organization is in effect or due to take effect with respect to any 
employee of the Joint Venture or Harriscope.
  
(f)    Except as set forth on Schedule 2.19, (i) there are no strikes, work 
stoppages, lockouts, slow downs, labor disputes, grievance proceedings or 
other controversies pending or to the knowledge of any Seller threatened in 
writing between the Joint Venture or Harriscope and any employees, trade or 
labor union, employees' association or similar organization.  Neither 
Harriscope nor, to the knowledge of NST and the Harris Group, the Joint 
Venture has committed or engaged in any unfair labor practices in 
connection with the operation of the business of the Joint Venture or 
Harriscope and, to the knowledge of NST and the Harris Group, there is no 
pending or threatened charge or complaint against the Joint Venture by or 
with the National Labor Relations Board or any comparable state agency.
  
(g)    Schedule 2.19 sets forth a list of all employees of the Joint 
Venture and Harriscope and certain related information.  Any contracts and 
agreements for employment, whether oral or written, with the Joint Venture 
or Harriscope are listed in Schedule 2.19.  The transactions contemplated 
by this Agreement will not result in or give rise to any severance payment, 
"golden parachute" payment, or other compensation under any contracts, 
agreements, plans, policies or other arrangements.
  
21   Environmental Matters
  
(a)    To the knowledge of each Seller, there are no pending or threatened 
actions, suits, claims, legal proceedings or any other administrative 
proceedings based on the Environmental Laws or the use, storage or 
discharge of Hazardous Materials relating to the Real Properties or the 
Leased Properties (collectively, the "Properties") or any part thereof, or 
otherwise arising from the Joint Venture's or Harriscope's activities at 
the Properties involving Hazardous Materials. 
  
(b)    To the knowledge of each Seller, there are no known conditions, 
procedures or any other facts or circumstances which may be reasonably 
likely to give rise to claims, expenses, losses, liabilities, or 
governmental action against the Joint Venture or Harriscope in connection 
with any Hazardous Materials present at or disposed of from the Properties, 
including without limitation the following conditions arising out of, 
resulting from, or attributable to, the Assets, business, or operations of 
the Joint Venture or Harriscope at the Properties:  (i) the presence of any 
Hazardous Materials on the Properties or the release or threatened release 
of any Hazardous Materials into the environment from the Properties; (ii) 
the off-site disposal of Hazardous Materials originating on or from the 
Properties or the business or operations of the Joint Venture or 
Harriscope; (iii) the release or threatened release of any Hazardous 
Materials into any storm drain, sewer, septic system or publicly owned 
treatment works; (iv) any noncompliance with any material requirements of 
any Governmental Authority governing occupational safety and health, or 
presence or release in the air and water supply systems of the Properties 
of any substances that pose a hazard to human health or an impediment to 
working conditions; or (v) any facility operations, procedures or designs, 
which do not materially conform to the material statutory or regulatory 
requirements of any Environmental Laws.
  
(c)    Neither friable asbestos-containing materials nor, to the knowledge 
of each Seller, polychlorinated biphenyls, are present on or in the 
Properties in violation of any Environmental Laws.  To the knowledge of NST 
and the Harris Group, any such materials that have been removed have been 
so removed in full compliance with all applicable laws, rules and 
regulations regarding the removal of such substances.
  
(d)    To the knowledge of NST and the Harris Group, the Properties contain 
no underground storage tanks, or underground piping associated with tanks, 
used currently or in the past for the storage or transmission of Hazardous 
Materials, provided that the properties may contain two underground storage 
tanks which will not violate Environmental Laws or require remediation.
  
(e)    For purposes of this section, "Hazardous Materials" means any 
wastes, substances, or materials, whether solids, liquids or gases, that 
are deemed hazardous, toxic, pollutants, or contaminants, including but not 
limited to substances defined as "hazardous wastes," "hazardous 
substances," "toxic substances," "radioactive materials," or other similar 
designations in, or otherwise subject to regulation under, the 
Comprehensive Environmental Response, Compensation and Liability Act of 
1980 ("CERCLA"), as amended by the Superfund Amendments and Reauthorization 
Act of 1986 ("SARA"), 42 U.S.C. Sec. 9601 et seq.; the Toxic Substance 
Control Act ("TSCA"), 15 U.S.C. Sec. 2601 et seq.; the Hazardous Materials 
Transportation Act, 49 U.S.C. Sec. 1802 et seq.; the Resource Conservation 
and Recovery Act ("RCRA"), 42 U.S.C. Sec. 6901 et seq.; the Clean Water Act 
("CWA"), 33 U.S.C. Sec. 1251 et seq.; the Safe Drinking Water Act, 42 
U.S.C. Sec. 300f et seq.; the Clean Air Act ("CAA"), 42 U.S.C. Sec. 7401 et 
seq.; or other applicable laws of any Governmental Authority, including any 
rules, regulations, orders, or ordinances adopted, or other criteria and 
guidelines promulgated pursuant to the preceding laws or other similar 
laws, regulations, rules, orders, or ordinances now or hereafter in effect 
relating to the protection of human health and the environment 
(collectively "Environmental Laws").  "Hazardous Materials" includes but is 
not limited to polychlorinated biphenyls (PCBs) and asbestos.
  
22  Absence of Certain Changes or Events

        As of the date of this Agreement, except as set forth on Schedule 
2.21 and except for the transactions contemplated by this Agreement, since 
the date of the Current Financial Statements, neither the Joint Venture nor 
Harriscope has entered into any transaction which is not in the usual and 
ordinary course of business and consistent with past practices, and, 
without limiting the generality of the foregoing, neither the Joint Venture 
nor Harriscope has other than in the usual and ordinary course of business:

(a)    except for scheduled payments under the Harris Note, repaid or 
incurred any intercompany borrowings or advances from any affiliate of the 
Joint Venture or Harriscope;
  
(b)    subjected the NST Venture Interest or the Shares to any Encumbrance;
  
(c)    subjected any of the Assets to any Encumbrances except for Permitted 
Liens;
  
(d)    sold, assigned or transferred any of its material Assets;
  
(e)    made any material amendment to or termination of or waived any 
material rights under any Real Property Lease, Personal Property Lease or 
Specified Contract or done any act or omitted to do any act which may be 
reasonably likely to cause a material breach or default of any Real 
Property Lease, Personal Property Lease or Specified Contract (other than 
late payments in accordance with past practice);
  
(f)    suffered any losses or incurred any liabilities or obligations or 
suffered any Claim, in excess of $250,000 in the aggregate for insured 
matters and $25,000 in the aggregate for uninsured matters;
  
(g)    made any changes in compensation payable by the Joint Venture or 
Harriscope to its officers, directors or employees;
  
(h)    declared, set aside or paid any dividend or distribution in respect 
of, or purchased, redeemed or otherwise acquired any of its capital stock 
of Harriscope or NST Venture Interest, but only to the extent that such 
dividend, distribution, purchase, redemption or acquisition is not to be 
paid prior to the Closing.
  
(i)    changed or agreed to change any accounting principle, practice or 
method.
  
23    Trade Names and Other Intangible Property
  
(a)    Schedule 2.22 sets forth a true, correct and complete list and, 
where appropriate, a description of, all material intangible property 
rights, including but not limited to the Joint Venture's rights to the call 
letters for the Station, United States and foreign, patents, patent 
applications, trade names, trademarks, trademark registrations, 
applications for trademark registrations, service marks, service mark 
applications or registrations, copyright applications or registrations, 
owned, licensed or used by the Joint Venture, Harriscope or the Station and 
all licenses and other agreements to which the Joint Venture or Harriscope 
is a party (as licensor or licensee) or by which the Joint Venture or 
Harriscope is bound relating to any of the foregoing kinds of property or 
rights (collectively, the "Intangible Property").  True, correct and 
complete copies of all material applications, registrations, licenses and 
other agreements and instruments relating to the Intangible Property have 
been previously delivered or made available by the Joint Venture and 
Harriscope to Buyer.  (b)    Except (i) as otherwise disclosed in Schedule 
2.22, and (ii) as to programming licensed to the Joint Venture or 
Harriscope from third parties,  the Joint Venture or Harriscope is the sole 
and exclusive owner of all material Intangible Property owned by it.  The 
Intangible Property owned, licensed or used by the Joint Venture or 
Harriscope is sufficient to conduct the Station's business as presently 
conducted.  Neither the Joint Venture nor Harriscope has received written 
notice of, or has knowledge of, a claim against the Joint Venture or the 
Station that any of their operations, activities, products or publications 
infringes on any patent, trademark, trade name, copyright or other 
intangible property right of a third party, or that the Joint Venture is 
illegally or otherwise using the trade secrets, formulae or any intangible 
property rights of others.  Neither the Joint Venture nor Harriscope has 
material disputes with or claims against any third party for infringement 
by such third party of any trade name or the Intangible Property of the 
Joint Venture or Harriscope.  The Joint Venture and Harriscope have taken 
all steps reasonably necessary to protect their respective right, title and 
interest in and to the Intangible Property.  

24   No Shared Assets or Operations

        Except as set forth on Schedule 2.23, neither the Sellers, the 
Joint Venture nor Harriscope share, exchange or mutually use any assets or 
personnel (or any costs or expenses associated therewith) used in 
connection with the business and operations of the Station with any Seller 
or any entity controlling, controlled by or under common control with any 
Seller.  Except (a) as set forth on Schedule 2.23, (b) management fees paid 
to Harriscope, (c) payments under the Harris Note, and (d) distributions of 
cash to be made to NST, Harriscope or the Stockholders, as the case may be, 
prior to the Closing Date, neither the Joint Venture nor Harriscope has any 
contractual relationships with, or is required to make any payments to, any 
Seller or any entity controlling, controlled by or under common control 
with any Seller.

25   Disclosure

        No representation or warranty by any Seller in this Agreement or 
any ancillary agreement, certificate, exhibit or schedule to be delivered 
pursuant to the provisions of this Agreement contains or shall contain any 
untrue statement of a material fact by such Seller or omits or shall omit 
to state any material fact necessary to make the statements contained 
herein or therein by such Seller not misleading.

3.    REPRESENTATIONS OF BUYER

      Buyer represents and warrants to the Sellers as follows:

1   Organization and Authority of Buyer

        Buyer is a corporation duly organized, validly existing and in good 
standing under the laws of the State of Delaware, and has the full and 
unrestricted power and authority to own its properties and to carry on its 
business as now being conducted.  Buyer has full power to  execute and 
deliver this Agreement and the agreements contemplated by this Agreement 
and to consummate the transactions contemplated hereby.  Copies of the 
Certificate of Incorporation and Bylaws of Buyer, each as amended to date 
and certified by the Secretary of Buyer will be delivered to Sellers within 
10 days of the date of this Agreement.

2    Authorization

        This Agreement has been, and the other agreements contemplated by 
the transaction to be consummated hereby to which Buyer is a party, will be 
at or prior to the Closing, duly authorized, executed and delivered by 
Buyer. Assuming due authorization, execution and delivery by the other 
parties hereto and thereto, this Agreement and all such other agreements 
and written obligations entered into and undertaken in connection with the 
transactions contemplated hereby will when executed, constitute the valid 
and legally binding obligations of Buyer, enforceable against it in 
accordance with their respective terms except to the extent limited by 
applicable bankruptcy, insolvency, moratorium and other similar laws of 
general application relating to or affecting the enforcement of creditors' 
rights and general equity principles.  Except as set forth on Schedule 3.2, 
the execution, delivery and performance of this Agreement and the other 
agreements contemplated by this Agreement to which the Buyer is a party, 
and the consummation by Buyer of the transactions contemplated hereby and 
thereby, will not, with or without the giving of notice or the passage of 
time or both, (a) violate the provisions of any law, rule or regulation 
applicable to Buyer; (b) violate the provisions of Buyer's Certificate of 
Incorporation or Bylaws; (c) violate any judgment, decree, order or award 
of any court, governmental body or arbitrator applicable to Buyer; or (d) 
conflict with or result in the breach or termination of any term or 
provision of, or constitute a default under, or cause any acceleration 
under, or cause the creation of any lien, charge or encumbrance upon the 
properties or assets of Buyer pursuant to, any contract, indenture, 
mortgage, deed of trust or other agreement or instrument to which it is a 
party or by which Buyer or its properties is or may be bound.

3   Litigation

        As of the date of this Agreement, there is no litigation, 
proceeding or investigation pending or, to the best knowledge of Buyer, 
threatened, against Buyer or any of its respective assets or properties 
which questions the validity of any action taken or to be taken pursuant to 
or in connection with this Agreement or might otherwise affect the ability 
of Buyer to perform the various terms and conditions of this Agreement or 
of any agreements contemplated herein or to consummate the transactions 
contemplated hereby.

4    Compliance with Laws; Regulatory Approvals

        Buyer is not in violation of any provision of any law, judgment, 
award, rule, regulation, order, decree, writ or injunction of any 
Governmental Authority having jurisdiction over Buyer, which violation 
would materially and adversely affect the ability of Buyer to carry out its 
obligations hereunder.  Except for all consents, approvals and 
authorizations of the FCC which are necessary for the transfer by the 
Sellers of the NST Venture Interest and the Shares to Buyer and the 
expiration of the waiting period under the HSR Act contemplated by Section 
6.1, all other governmental and regulatory consents, approvals, 
authorization and other requirements prescribed by any law, rule or 
regulation which must be obtained or satisfied by Buyer and which are 
necessary and material for the execution, delivery and performance by Buyer 
of this Agreement have been obtained.

5   FCC Approvals

        To the best of Buyer's knowledge, (i) it and TGI is legally and 
financially qualified to be the transferee of the FCC License, and (ii) it 
or TGI has not engaged in any proceeding before the FCC which would prevent 
or delay the transfer of the FCC licenses as contemplated hereunder, nor is 
it aware of any claim which would result in such proceeding.  The Buyer 
reasonably believes it is in a position to obtain all FCC consents and FCC 
approvals necessary to consummate the purchase of the Shares and the NST 
Interest.

6   Investment Representation

      Buyer is acquiring the Shares from the Stockholders and the NST 
Venture Interest from NST for its own account for investment and not with a 
view to, or for sale in connection with, any distribution thereof in 
violation of applicable federal or state securities laws.

7    Information Representation

      Neither Essaness nor Alan Silverman has told Buyer in writing or 
orally that any of the Sellers' representations and warranties contained 
herein are incorrect.  Except for information previously disclosed to 
Sellers or their attorneys, Buyer has no actual knowledge that any of the 
representations or warranties made by Sellers herein are incorrect in any 
material respect as of the date such representation or warranty was made.  
It is agreed among the parties that for purposes of this representation, 
and without otherwise limiting the breadth or scope of the second sentence 
hereof, Buyer shall be deemed to have disclosed all (i) information 
contained in written due diligence materials obtained by Buyer, its 
attorneys or its representatives which have been or will be, prior to 
Closing, delivered to Sellers or their attorneys and (ii) written and oral 
information relating to certain tax and environmental matters which have 
been, or may prior to Closing be, discussed between or among the Sellers or 
their attorneys or representatives.  It is explicitly agreed among the 
parties that the burden of establishing that this representation is not 
true (including each element thereof, including that Buyer had such actual 
knowledge referred to above and that information relating thereto had not 
been disclosed to Sellers) shall be that of the Sellers.  The parties 
acknowledge that Buyer has, as contemplated by the second sentence hereof, 
disclosed information relating to Tax matters and environmental matters; 
and, in clarification of the parties rights and obligations hereunder, the 
parties agree that Sellers may not claim a breach of this representation by 
Buyer relating to Tax matters or environmental matters.


4.   CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS
  
1    Confidentiality

        The Sellers have furnished and will continue to furnish to Buyer 
and its officers, directors, employees, agents or representatives, 
including, without limitation, its attorneys, accountants and potential 
financing sources for the transactions herein contemplated (the 
"Representatives") certain non-public, confidential or proprietary 
information in connection with the transactions contemplated by this 
Agreement.  Buyer agrees to maintain the confidentiality of such 
information (subject to any disclosures required by applicable law), to use 
such information solely in connection with the consummation of the 
transactions contemplated hereby, and to transmit such information only to 
those Representatives of Buyer on a "need to know" basis and who owe to 
Buyer a duty of confidentiality with respect to such information.

2   Public Announcements

        No party hereto shall make any announcement regarding the 
Transactions contemplated by this Agreement to the public prior to the 
Closing Date without the mutual consent of all of the parties hereto; 
provided that Oak Industries Inc. ("Oak") or TGI may make such disclosure 
as may be required or advisable under applicable law, and provided further 
that in the event that either Oak or TGI has determined that such 
disclosure is required or advisable, such party shall, to the extent 
reasonably practicable, provide the other parties hereto (or their 
representative, as the case may be) with prior notice of such disclosure 
and an opportunity to review the contents thereof.

5.    COVENANTS OF THE SELLERS

        Each Seller severally covenants and agrees that from and after the 
date of this Agreement through the Closing Date as relates to it, it will 
comply, and as relates to the Joint Venture or Harriscope, it will cause 
the Joint Venture or Harriscope, as the case may be, to comply, with the 
following provisions.

        It is expressly understood by the parties hereto that Essaness is 
not selling its interest in the Joint Venture to Buyer and is not a party 
to this Agreement.  Accordingly, Buyer understands and agrees that (i) to 
the extent any information or other disclosure shall be required to be made 
specifically as to Essaness either directly or indirectly pursuant to any 
term or provision herein, to the extent such information or disclosure is 
not known by Seller, such Seller shall have no obligation or liability if 
such information or disclosure is not given, and (ii) to the extent that 
any covenant herein shall require the consent of Essaness, to the extent 
that such Seller uses reasonable best efforts to seek such consent of 
Essaness, no such Seller hereunder has or shall have any obligation or 
liability with respect to the failure to comply with such covenant (other 
than liability, if any, for Taxes for which indemnification is contemplated 
by Section 9.1), although Buyer's rights to terminate this Agreement if 
such failures shall cause a condition to Buyer's obligation to close to not 
be satisfied shall remain unaffected.

1   Absence of Material Changes

        Except as permitted by the prior written consent of Buyer, Sellers 
shall cause each of the Joint Venture and Harriscope to not violate the 
following provisions applicable to them.  Notwithstanding the previous 
sentence, no Seller shall have any liability (other than liability, if any, 
for Taxes for which indemnification is contemplated by Section 9.1) to 
Buyer (though Buyer's rights to terminate this Agreement if such failures 
cause a condition to Buyer's obligation to close to not be satisfied shall 
remain unaffected) if such violation occurs as a result of the action or 
inaction of Essaness and such Seller does not approve the occurrence of any 
of the following and uses its reasonable best efforts to prevent the 
occurrence of any of the following:

(a)    (i) purchase or redeem any of its NST Venture Interest or capital 
stock, (ii) convey, pledge or otherwise encumber or transfer any NST 
Venture Interest or capital stock, or (iii) issue or authorize any 
additional interests in the Joint Venture or capital stock in Harriscope;
  
(b)    merge or consolidate with or into any partnership, corporation or 
other entity;
  
(c)    dissolve, liquidate or wind up the affairs of the Joint Venture or 
Harriscope or enter into any agreement relating thereto;
  
(d)    make, accrue or become liable for any bonus, profit sharing or 
incentive payment, except for accruals and payments under existing plans or 
agreements, if any, or increase the rate of compensation payable or to 
become payable by it to any of its officers, directors or employees other 
than in the usual and ordinary course of business other than the payment of 
one-time cash bonuses to employees payable and paid immediately prior to 
the Closing, which amounts shall be treated as a liability for purposes of 
Section 1.4;
  
(e)    make any election or give any consent under the Code or the Tax 
statutes of any state or other jurisdiction or make any termination, 
revocation or cancellation of any such election or any consent or 
compromise or settle any claim for past or present Tax due, in each case to 
the extent such action would adversely affect the tax treatment of Buyer or 
the transactions contemplated hereby;
  
(f)    fail to operate its business and maintain its books, accounts and 
records in the customary manner and in the ordinary course of business 
consistent with past practices;
  
(g)    cancel, renew, extend, materially amend, waive or otherwise change 
in any material respect any Specified Contract, Personal Property Lease or 
Real Property Lease or any provision thereof or enter into any new 
Specified Contract, Personal Property Lease or Real Property Lease or take 
or authorize any act or omission constituting a material breach or default 
under any Specified Contract, Personal Property Lease or Real Property 
Lease;
  
(h)    other than the transfer of the Drake Property contemplated herein, 
sell, assign, lease or otherwise transfer or dispose of any of the Assets, 
or acquire any amount of material assets, or enter into any material 
agreements relating thereto, except in the ordinary course of business 
consistent with past practices;
  
(i)    enter into Trade Agreements, except those which are (i) in the 
ordinary course of business and consistent with the Station's past business 
practices, (ii) recorded in the Financial Statements in accordance with 
generally accepted accounting principles consistently applied,  and (iii) 
under which the Station's obligations under any such Trade Agreement shall 
be fulfilled in reasonable relation to the amount and timing of 
consideration therefor received by the Station;
  
(j)    enter into any broadcast time sales agreement, contract, commitment 
or understanding, except those which are in the ordinary course of business 
and consistent with the Station's past business practices;
  
(k)    create or permit to be incurred any Encumbrance on any of the Assets 
other than Permitted Liens;
  
(l)    incur any indebtedness of any kind in excess of the amount of 
Indebtedness as of the date hereof other than in the usual and ordinary 
course of business;
  
(m)    engage in any transaction with any affiliate other than on terms no 
less favorable than would be obtained in an arms-length transaction or 
other than expressly disclosed pursuant to the terms of this Agreement;
  
(n)    change or modify any of the Joint Venture's or Harriscope's 
accounting principles or practices or any method of applying such 
principles or practices (other than modifying the depreciation lives in a 
manner than remains consistent with GAAP);
  
(o)    amend or modify the Joint Venture Agreement or the Articles of 
Incorporation or Bylaws of Harriscope;
  
(p)    incur any material obligation, liability, or commitment secured or 
unsecured (whether accrued, absolute, contingent, unasserted or otherwise), 
with respect to the Station, the Joint Venture or Harriscope, except those 
which are in the usual and ordinary course of business and consistent with 
past practices or are immaterial in amount;
  
(q)    make any (i) non-cash distributions on its NST Venture Interest or 
capital stock or (ii) make any cash distributions on its NST Venture 
Interest or capital stock that is not paid prior to the Closing or (iii) 
make any cash distributions on or after the first day of the calendar month 
immediately prior to the month in which the Closing occurs that would cause 
the cash balance of the Joint Venture on the Closing Statement to go below 
the Closing Month Adjustment except that such distributions otherwise 
restricted under (iii) above may be made to the extent that the Sellers 
recontribute to the Joint Venture 74.5% of the amount that would cause such 
cash balance to again equal the Closing Month Adjustment;
  
(r)    reclassify or recapitalize its capital structure; 
  
(s)    except for repayments of the Harris Note, repay or incur any 
intercompany borrowings or advances from any affiliate of the Joint Venture 
or Harriscope;
  
(t)    subject the NST Venture Interest or the Shares to any Encumbrance;
  
(u)    suffer any loss or incur any liabilities or obligations or suffer 
any Claim, in excess of $500,000 in the aggregate for Insured matters and 
$250,000 in the aggregate for uninsured matters; or
  
(v)    commit or agree to do any of the foregoing in the future.
  
2    Taxes
  
(a)    Pre-Closing Tax Liabilities.  On or prior to the Closing Date, the 
Joint Venture, Harriscope and each Seller will, on a timely basis (taking 
into account any applicable extensions), file or cause to be filed all tax 
returns for and pay in full in a timely manner any and all Taxes which 
shall become due or payable on account of the operation of the business of 
the Joint Venture and Harriscope, the ownership of the Assets or the 
ownership of the NST Venture Interest or Shares to the Closing Date.
  
(b)    Post-Closing Tax Liabilities in Respect of Pre-Closing Periods.  The 
Stockholders shall prepare a calculation of any Taxes of Harriscope that 
have accrued but not been paid prior to the Closing Date, for all taxable 
periods that end, with respect to Harriscope, on or before the Closing Date 
(including any short period ending on the Closing Date) and shall duly 
prepare in a manner reasonably acceptable to Buyer any Tax returns or other 
Tax filings relating to such taxable periods and shall deliver any such 
return or filing to Buyer at a reasonable amount of time prior to the due 
date for such return or filing (taking into account any applicable 
extensions) or the due date for the payment of any Tax shown on such return 
or filing.  The Sellers, Buyer and Harriscope shall cooperate fully, as and 
to the extent reasonably requested by the other parties, in connection with 
the preparation and filing of such tax returns to Buyer.  All Taxes shown 
and not paid on the calculation shall be included as a liability of 
Harriscope for purposes of Section 1.4.  The Stockholders and NST shall 
prepare a calculation of any Taxes of the Joint Venture that have accrued 
but not been paid prior to the Closing Date, for all taxable periods that 
end, with respect to the Joint Venture, on or before the Closing Date 
(including any short period ending on the Closing Date) and shall duly 
prepare in a manner reasonably acceptable to Buyer any Tax returns or other 
Tax filings relating to such taxable periods and shall deliver any such 
return or filing to Buyer at a reasonable amount of time prior to the due 
date for such return or filing (taking into account any applicable 
extensions) or the due date for the payment of any Tax shown on such return 
or filing.  The Sellers, Buyer and Harriscope shall cooperate fully, as and 
to the extent reasonably requested by the other parties, in connection with 
the preparation and filing of such tax returns.  All Taxes shown and not 
paid on the calculation shall be included as a liability of the Joint 
Venture for purposes of Section 1.4.  Sellers shall promptly indemnify 
Buyer pursuant to Section 9.1 to the extent the amount shown on the 
calculation is less than the amount of Tax ultimately determined to be due 
in respect of the periods covered by the calculation.
  
(c)    Tax Liabilities in Respect of Periods that Straddle the Closing 
Date.  For any tax periods beginning before the Closing Date and ending 
after the Closing Date, Buyer shall prepare or cause to be prepared all tax 
returns or filings for the Joint Venture or Harriscope that are filed after 
the Closing Date.  The Sellers, Buyer and Harriscope shall cooperate and 
consult fully in good faith, as and to the extent reasonably requested by 
the other parties, in connection with the preparation and filing of tax 
returns pursuant to this section.  However, all decisions concerning the 
preparation or filing of any returns, and the payment of any tax, on behalf 
of Harriscope or the Joint Venture, in respect of periods beginning before 
the Closing Date and ending after the Closing Date shall be in the 
reasonable discretion of Buyer (subject to applicable law and the 
obligation to cooperate and consult in good faith with Sellers).

          Buyer and Sellers agree for all tax reporting and other purposes 
that profit and loss of the Joint Venture for any taxable period that 
includes the Closing Date shall be allocated among the partners of the 
Joint Venture as if the Closing Date were the last day of the such taxable 
period.  Accordingly, income and loss of the Joint Venture (calculated in 
accordance with applicable tax rules and regulations) for periods up to and 
including the Closing Date shall be allocated among the persons who were 
partners of the Joint Venture up to the Closing Date, and income and loss 
of the Joint Venture for periods after the Closing Date shall be allocated 
among the partners of the Joint Venture as of and following the Closing 
Date.  For purposes of determining Sellers' indemnity obligations under 
Section 9.1, income Taxes imposed on Harriscope in respect of any period 
within which the Closing Date occurs shall be allocated to the portion of 
such period ending on the Closing Date by treating the Closing Date as if 
it were the last day of a taxable period.   

3    Compliance with Laws, Specified Contracts and Leases

        The Joint Venture, Harriscope and each Seller will comply in all 
material respects with all material laws, rules and regulations which are 
applicable to them and the Joint Venture, Harriscope, and each Seller will 
comply in all material respects with all material laws, rules and 
regulations applicable to their ownership of the Assets or the NST Venture 
Interest or the Shares, as the case may be, or to the conduct of their 
business, and will perform and comply in all material respects with all 
Specified Contracts, Personal Property Leases and Real Property Leases.  
All such applications, reports, returns and statements contemplated by 
Section 2.16 shall continue to be filed on a current basis until the 
Closing Date, and will be true, correct, and complete in all material 
respects.

4    Affirmative Covenants
  
(a)    The Joint Venture and Harriscope shall carry on their respective 
businesses and the business of the Station substantially in the same manner 
as heretofore conducted;
  
(b)    The Tangible Personal Property shall be maintained in a suitable 
condition and in sufficient working order for the purposes for which they 
are used and currently intended to be used, consistent with past practices;
  
(c)    The Joint Venture and Harriscope shall take such action as 
reasonably necessary to contest any challenge to any Permit or License and 
any efforts at the FCC which would adversely affect the broadcast license 
of the Station (it being agreed that actions relating directly to the 
consummation of the transactions contemplated by this Agreement are not 
intended to be covered by this subsection, but rather are covered by 
Section 6.1 hereof);
  
(d)    The Joint Venture and Harriscope shall maintain in full force and 
effect existing insurance coverage on the Assets;
  
(e)    The Station shall be operated in conformity with the Permits and the 
Licenses, with the Communications Act of 1934, as amended, with the rules 
and regulations of the FCC and with those rules and regulations of any 
other Governmental Authority with jurisdiction over the Joint Venture, 
Harriscope or the Station.  The Permits and Licenses for the Station shall 
at all times remain in full force and effect, and the Joint Venture and 
Harriscope shall take all actions necessary to maintain them as such;
  
(f)    The Joint Venture shall remove, or pay the cost of the cost of 
removing, the cause of any violation, breach or default of the Permits or 
Licenses, the Communications Act of 1934, as amended, and the rules and 
regulations of the FCC and of any other Governmental Authority which occurs 
prior to the Closing Date, including the payment of any fines that may be 
asserted for any such violation (other than those being contested 
diligently and in good faith; provided that the Sellers shall be obligated 
to remove or pay only 74.5% of the cost of removing such violation, breach 
or default upon a final determination of liability post-Closing);
  
(g)    The Joint Venture and Harriscope shall not change the call letters 
or channel position of the Station or change the channel position of the 
Station on any cable system;
  
(h)    The Joint Venture and Harriscope shall not accelerate, discount, 
sell or assign any accounts receivable or substantially alter its policies 
regarding the cash or credit sales of advertising time except in accordance 
with the Station's previous policies and practices;
  
(i)    The Sellers shall cause the Joint Venture and Harriscope to furnish 
to Buyer as soon as available, and in any event within 40 days following 
the end of each month commencing with September, 1995, unaudited balance 
sheets of the Joint Venture and Harriscope as of such month (in the case of 
the Joint Venture) or quarter (in the case of Harriscope) together with the 
related statements of income or operations, cash flows and changes in 
capital accounts or stockholders' equity, for the month (in the case of the 
Joint Venture) or quarter (in the case of Harriscope) and the fiscal year 
to date then ended, which financial statements will be prepared from the 
books and records of the Joint Venture and Harriscope in accordance with 
past practices, generally accepted accounting principles consistently 
applied;
  
(j)    The Joint Venture and Harriscope shall promptly provide or make 
available to Buyer copies of all correspondence, applications, returns, 
reports and statements filed with the FCC or placed in the Station's public 
file in connection with the operation of the Station;
  
(k)    The Joint Venture and Harriscope shall, consistent with the needs of 
the Station, maintain in all material respects film usage schedules and 
amortization schedules consistent with past practice, and shall pay all 
obligations and liabilities that are due and payable under the Specified 
Contracts, the Personal Property Leases and the Real Property Leases in a 
timely manner.  If reasonably requested by Buyer, the Sellers shall provide 
evidence reasonably satisfactory to Buyer of the payment of such 
obligations and liabilities;
  
(l)    Except for the members of the management board of the Joint Venture, 
no Seller nor Harriscope shall require or cause the full-time employees of 
the Joint Venture or Harriscope to perform duties that are not directly 
related to the business and operations of the Station;
  
(m)    Each Seller shall preserve its existence and shall take all 
corporate or joint venture action required under the laws of any state 
having jurisdiction over the Joint Venture or Harriscope to effectuate the 
transactions contemplated by this Agreement;
  
(n)    Except for maintenance, acts of "force majeure" and past practice in 
compliance with applicable law, the Joint Venture shall continuously 
operate the Station at not less than 80% of its authorized power.  To the 
extent that any of the Sellers becomes aware of such event, such Seller 
shall promptly notify Buyer in writing if the Station broadcasts at less 
than its authorized power for more than thirty (30) consecutive minutes; 
and 
  
(o)    Sellers shall use their reasonable best efforts to cause the Joint 
Venture and Harriscope to have its financial statements for the year ending 
December 31, 1995 prepared on or before February 15, 1996 (which 
statements, in the case of the Joint Venture, shall be audited).
  
5   Labor Matters

        Sellers will advise Buyer of the status of collective bargaining 
negotiations relating to the employees of the Joint Venture and, at Buyer's 
request, use reasonable best efforts (including obtaining any required 
consent of any union) to permit Buyer or its representatives to observe all 
bargaining sessions.  The Joint Venture may agree to the terms and 
conditions of any collective bargaining agreement relating to the employees 
of the Joint Venture and may enter into any collective bargaining agreement 
relating to the employees of the Joint Venture (and it is agreed, may be 
required to do so under applicable law), and it is agreed that if the Joint 
Venture agrees to any such terms and conditions of any collective 
bargaining agreement or enters into such collective bargaining agreement 
without Buyer's written consent, it shall be deemed a breach of this 
sentence of this covenant, giving rise to all rights and remedies of Buyer 
applicable to a breach of a covenant made under Section 5 of this 
Agreement.


        Notwithstanding the provisions of this Section 5, no Seller shall 
have any liability (other than liability, if any, for Taxes for which 
indemnification is contemplated by Section 9.1) to Buyer (though Buyer's 
rights to terminate this Agreement if such failures cause a condition to 
Buyer's obligation to close to not be satisfied shall remain unaffected) if 
such violation occurs as a result of the action or inaction of Essaness and 
such Seller does not approve the occurrence of any of the preceding and 
uses its reasonable best efforts to prevent the occurrence of any action or 
inaction that would cause a breach of such provision.


6.   FURTHER COVENANTS AND AGREEMENTS

      Each Seller severally covenants and agrees that from and after the 
date of this Agreement through the Closing Date as relates to it, it will 
comply, and as relates to the Joint Venture or Harriscope, it will cause 
the Joint Venture or Harriscope, as the case may be, to comply, with the 
following provisions.

1   Application for FCC Consent; HSR Act Notification
  
(a)    As promptly as practicable and no later than ten (10) business days 
following execution of this Agreement, the Sellers and Buyer shall file an 
application with the FCC requesting the FCC's consent to the transfer of 
the NST Venture Interest and the Shares to Buyer (the "FCC Application").  
The parties will use their reasonable best efforts to prosecute the FCC 
Application diligently and expeditiously to a favorable conclusion 
(provided that the parties shall not be obligated to participate in any 
evidentiary hearing at the FCC or to make any payments to the FCC in 
connection with this transaction other than filing fees).  The Sellers and 
Buyer mutually agree to provide (and each Seller agrees to cause Harriscope 
and the Joint Venture to provide) whatever additional information the FCC 
may request in processing the FCC Application, and to furnish such 
information within the time established by the FCC in its request and any 
reasonable and necessary extension thereof, and otherwise to cooperate in 
the filing and processing of the FCC Application.
  
(b)    As promptly as practicable and no later than fifteen (15) days 
following execution of this Agreement, the Sellers and Buyer shall file all 
required notifications and documentation (other than information required 
pursuant to any "second request", which will be filed promptly if required) 
required by the HSR Act (the "HSR Notifications").  The parties will use 
their respective reasonable best efforts to prosecute the HSR Notifications 
diligently and expeditiously to a favorable conclusion.  The Sellers and 
Buyer mutually agree to provide (and each Seller agrees to cause Harriscope 
and the Joint Venture to provide) timely whatever additional information 
the appropriate regulatory authorities may request in processing the HSR 
Notifications, and otherwise to cooperate in the filing and processing of 
the HSR Notifications.
  
2    Inspection of the Station; Engineering Inspection

        Upon reasonable advance notice, Buyer and Buyer's representatives 
may make, during normal business hours, such investigation of the Joint 
Venture's and Harriscope's properties, books, records, contracts, 
commitments, facilities, premises and Assets, including the Station, as 
they deem necessary or advisable to familiarize themselves with such 
matters.  All requests made by Buyer's representatives in connection with 
any such investigation shall be made to a single representative designated 
by the Sellers.  Buyer's representatives shall have reasonable access 
during normal business hours to the properties, documents, books, 
contracts, commitments, facilities, premises and records of the Sellers in 
the Sellers' possession and the Sellers shall cause the employees of the 
Station to furnish Buyer or its representatives with such available 
information with respect to such matters as Buyer shall from time to time 
reasonably request and otherwise to cooperate with Buyer in the conduct of 
any investigations that Buyer wishes to conduct.  Prior to the Closing, 
Buyer and Buyer's consulting engineers and other representatives of Buyer 
may, at Buyer's expense, conduct engineering and other tests and 
inspections of the Station and the Assets.  

3    Environmental Investigation

        Upon reasonable advance notice, Buyer and Buyer's representatives 
may enter, inspect and investigate the Properties, such inspection to be 
completed prior to Closing.  In order to complete such investigation, Buyer 
or its representative shall have the right but not the obligation: (a) to 
conduct tests (including a "Phase I" and/or "Phase II" environmental study) 
of the structures, soil, surface or subsurface waters, and air quality at, 
in, on, beneath or about the Properties, in a manner consistent with good 
engineering practice; (b) to inspect all records, reports, permits, 
applications, monitoring results, studies, correspondence, data and any 
other information or documents relevant to Hazardous Materials or other 
environmental conditions; and (c) to inspect all buildings and Tangible 
Personal Property at the Properties for friable asbestos-containing 
materials or other Hazardous Materials.  The Sellers agree to permit Buyer 
reasonable access to all portions of the Properties, during regular 
business hours; provided, however, that any inspection pursuant to this 
provision shall be commenced by Buyer within thirty (30) days of the 
execution of this Agreement, and provided further that within fifteen (15) 
days after the receipt by Buyer of any third-party report relating to such 
investigation, Buyer shall inform Sellers of any issues it believes are 
relevant to the provisions of this Agreement.  Buyer shall have the right 
to terminate its obligations under this Agreement without penalty upon 
written notice to Sellers in the event that Buyer's environmental 
investigation discloses any violation of or any remedial work required by 
any applicable laws to the Joint Venture or Harriscope which would cost in 
excess of $250,000 in the aggregate to cure and remediate; provided, 
however, that the Sellers shall have the right either to take or cause to 
be taken remedial action as is necessary to eliminate such violation(s) and 
complete such remedial work so as to eliminate any liability which could 
arise therefrom, and, in the event of such curative and remediative action, 
Buyer shall not be entitled to terminate this Agreement pursuant to this 
sentence.  Buyer agrees to keep and hold confidential any  and all reports, 
summaries, studies or results that are the product of its pre-Closing 
investigations of the Properties, to provide copies of such reports to 
Sellers within five business days of receipt of any request therefrom, and 
not to disclose such reports without the written consent of the Sellers or 
unless required to do so by applicable law or in connection with any legal 
action.  Buyer agrees to notify Sellers prior to initiating a Phase II 
environmental study.  In addition, Buyer shall obtain insurance of at least 
$1 million as relates to the conduct of the Phase I and/or Phase II 
environmental study prior to conducting any such study, naming as 
additional insureds such entities as Sellers shall reasonably request and 
providing Sellers with a copy of the certificate of insurance relating 
thereto.

4   Restrictions on Transfer of NST Venture Interest and Shares
  
(a)    From the date of this Agreement until the Closing, no Seller shall 
directly or indirectly, voluntarily or involuntarily, by operation of law 
or otherwise, (i) assign, sell, mortgage, pledge, hypothecate or otherwise 
dispose of or encumber, or permit or suffer to exist any Encumbrance on, 
all or any portion of its respective NST Venture Interest or Shares or the 
Assets (other than Permitted Liens on the Assets) or such Seller's direct 
or indirect, legal or beneficial interest in the Joint Venture or 
Harriscope or such Seller's rights and obligations under either the Joint 
Venture Agreement or this Agreement or change such Seller's ownership 
percentage in the Joint Venture or the Shares or (ii) admit new or 
additional members or stockholders to the Joint Venture or Harriscope or 
(iii) transfer any rights or obligations hereunder without the prior 
written consent of Buyer, which may be withheld in Buyer's sole and 
absolute discretion or (iv) enter or continue negotiations or enter into 
any contract, agreement or understanding of any kind with respect to the 
matters described in (i), (ii) and (iii).
  
5   Control of the Station

        Prior to Closing, Buyer shall not, directly or indirectly, control, 
supervise or direct the operations of the Station; such operation, 
including complete control and supervision of all of the Station's 
programs, employees, and policies, shall be the sole responsibility of the 
Joint Venture.  The provision of services by TGI to the Joint Venture as 
contemplated by the Network Affiliation and Representation Agreement 
between the Joint Venture and Telemundo Group, Inc. shall not be construed 
as constituting such control or supervision.  On and after the Closing, the 
Sellers shall not, directly or indirectly, control, supervise or direct the 
operation of the Station.

6   Consent to Transaction

        Each Seller waives any rights such Seller may have under the Joint 
Venture Agreement, the Shareholders Agreement pertaining to Harriscope 
dated May 1, 1980 (the "Shareholders Agreement"),  or otherwise to object 
to or otherwise restrict the transfer of the NST Venture Interest or the 
Shares contemplated by this Agreement or to purchase the NST Venture 
Interest or the Shares as contemplated by this Agreement and consents to 
the transactions contemplated herein.

7    Notices

        The Sellers shall promptly notify Buyer in writing of, and furnish 
to Buyer any information that the Buyer may reasonably request with respect 
to, the occurrence of any event or the existence of any state of facts that 
would result in the Sellers' representations and warranties not being true 
in any material respect as of the Closing Date or which as of the Closing 
Date would substantially impair the Sellers' ability to perform their 
obligations under this Agreement.  No notification pursuant to this Section 
shall in any manner constitute a waiver by Buyer of any of the conditions 
precedent to the Closing hereunder.

8   Supplement to Disclosures

        Sellers shall update the schedules to this Agreement from time to 
time prior to Closing to reflect matters or circumstances that, if known or 
existing at the time the Agreement was executed, would have been included 
on such schedules.  Notwithstanding the preceding sentence, for purposes of 
determining the parties rights and obligations under this Agreement, the 
schedules delivered by the Sellers shall be deemed to include only that 
information contained therein on the date of this Agreement.

9   Representations, Etc.

        Disclosure of any matter set forth in any one schedule (or in this 
Agreement) shall, if reasonably described, be deemed to be set forth on any 
other schedule for which such matter is applicable.

10    Drake Property

        Prior to the Closing, Sellers shall have caused the Joint Venture 
to have sold, transferred or distributed to its partners the Drake Avenue 
Property (as previously described to Buyer), including all liabilities 
related thereto (and shall be done in a manner that will not create any Tax 
liability to the Joint Venture or Harriscope, other than liabilities which 
are fully indemnified under the terms of this Agreement).


11   Other Covenants
  
(a)    Sellers shall cause the Harris Note to be repaid in full and the 
security interest relating thereto to be released prior to Closing.
  
(b)    The Joint Venture shall maintain substantially the same type of, and 
substantially the same expenditures on, advertising, community affairs and 
promotion as it has supplied for comparable previous periods.
  
(c)    Sellers shall be responsible for satisfying (on or after Closing) 
the BMI liability described to Buyer which is in existence on the Closing 
Date.

        (d)  On or prior to Closing, Sellers will provide the tax basis for 
U.S. federal income tax purposes in each of the material Assets of the 
Joint Venture as set forth in the Joint Venture's books and records as of 
the Closing Date, and will provide a statement as to the tax basis for U.S. 
federal income tax purposes of Harriscope as of the Closing Date in the 
Harriscope Interest.

7.   CONDITIONS TO OBLIGATIONS OF BUYER PRIOR TO THE CLOSING

      The obligations of Buyer under this Agreement to consummate the 
Closing are subject to the fulfillment, on or before the Closing Date, of 
the following conditions precedent, each of which may be waived in writing 
in the sole discretion of Buyer.

1    Continued Truth of Representations and Warranties of the Sellers; 
Compliance with Covenants and Obligations

        The representations and warranties of the Sellers shall be true on 
and as of the Closing Date in all material respects as though such 
representations and warranties were made on and as of such date, except for 
any changes consented to in writing by the Buyer or except for 
representations and warranties which refer to a specified date (which shall 
be true in all material respects on such specified date).  The Sellers 
shall have performed and complied in all material respects with all terms, 
conditions, covenants, obligations, agreements and restrictions required by 
this Agreement to be performed or complied with by each Seller, prior to or 
at the Closing Date.

2    Corporate and Other Proceedings

        All corporate and other similar proceedings required to be taken on 
the part of each Seller and Harriscope to authorize or carry out this 
Agreement shall have been taken.

3    Governmental Approvals
  
(a)    An FCC Order approving the transfer of the NST Venture Interest and 
the  Shares to Buyer shall have become a Final Order.  For purposes of this 
Section 7.3, (a) an "FCC Order" means an order of the FCC, or of the Mass 
Media Bureau acting under delegated authority, approving the transfer of 
the NST Venture Interest and the Shares to Buyer in accordance with this 
Agreement, as proposed in the FCC Application filed pursuant to Section 6.1 
of this Agreement, without conditions (other than existing License 
conditions as of the date hereof) that (i) are materially adverse to Buyer 
(or TGI) or (ii) in any way materially diminish the Buyer's operating 
rights with respect to the Station, except any such condition expressly 
accepted by Buyer in writing, and (b) a "Final Order" means an FCC Order 
that is no longer subject to judicial, administrative or any other review; 
provided that, at Buyer's sole option and subject to paragraph (b), upon at 
least ten (10) business days' notice to the Sellers, the Closing may take 
place after December 31, 1995 following the issuance of an FCC Order 
approving the transfer of the NST Venture Interest and the Shares to Buyer 
but before a Final Order. 
  
(b)    In the event that the Closing occurs prior to a Final Order as 
contemplated by the proviso set forth above, the Buyer acknowledges that it 
is assuming the risk of Closing prior to the FCC Order becoming a Final 
Order and agrees to indemnify the Sellers for all reasonable costs and 
expenses incurred by Sellers in connection with such early Closing after 
issuance of the FCC Order including but not limited to those costs and 
expenses arising from Sellers appearing before, or making filings with, the 
FCC with respect to the FCC Order; provided, that this provision shall not 
apply to the extent any challenge to the FCC Order relates to a fact which 
would have constituted a misrepresentation or breach of Sellers' 
representations and warranties or obligations under this Agreement.
  
(c)    All other consents, approvals and authorizations of any other 
Governmental Authorities which are necessary for the transfer by the 
Sellers of the NST Venture Interest and the Shares shall have been obtained 
and shall no longer be subject to judicial, administrative or other review.  
The waiting period (and any extensions thereof) as prescribed by the 
regulations promulgated under the HSR Act shall have expired or shall have 
been terminated.
  
4    Adverse Proceedings

        No preliminary or permanent injunction or temporary restraining 
order of any federal or state court, and no order or any governmental 
authority, which prevents or prohibits the consummation of the transactions 
contemplated by this Agreement, shall be issued and remain in effect.

5   Opinion of Counsel

        Buyer shall have received an opinion of Fischel and Kahn, Ltd., 
counsel to the Sellers, and other attorneys acceptable to Buyer, dated as 
of the Closing Date, in form and substance as shall be reasonably 
satisfactory to Buyer's counsel.

6    Closing Deliveries

        Buyer shall have received at or prior to the Closing each of the 
following documents:

(a)    an assignment of the NST Venture Interest, executed by NST, in form 
and substance satisfactory to Buyer and its counsel, and certificates 
representing all of the Shares, in the name of Buyer or its designee;
  
(b)    a guaranty, executed by a person or entity reasonably acceptable to 
Buyer (the "Harris Group Guarantor"), and in form and substance reasonably 
acceptable to Buyer, dated as of the Closing Date pursuant to which the 
Harris Group Guarantor guarantees the prompt and complete payment and 
performance of the obligations of the Harris Group under Section 9.1 of 
this Agreement; it being agreed that the guaranty will be primary (but 
total liability cannot exceed the limits contemplated by Section 9) and 
will have a term of six years (subject to extension in the event a Claim or 
threatened Claim is pending at the end of the six year period which is not 
resolved prior to the end of such six year period), and will provide that 
the Harris Group Guarantor will maintain a minimum net worth during the 
period of the guaranty of $20 million.
  
(c)    a guaranty, executed by Oak Industries, Inc. ("Oak"), a publicly 
traded corporation and the ultimate corporate parent of NST (the "Oak 
Guarantor"), and in form and substance reasonably acceptable to Buyer, 
dated as of the Closing Date, pursuant to which the Oak Guarantor 
guarantees the prompt and complete payment and performance of the 
obligations of NST under Section 9.1 of this Agreement it being agreed 
that, the guaranty will be primary (but total liability cannot exceed the 
limits contemplated by Section 9) and will have a term of six years 
(subject to extension in the event a Claim or threatened Claim is pending 
at the end of the six year period which is not resolved prior to the end of 
such six year period).
   
(d)    a certificate executed by each Seller evidencing satisfaction by 
each Seller of the conditions specified in this Section 7;
  
(e)    a certificate of the Secretary of State of the state of 
incorporation or formation of each Seller that is a corporation (each, a 
"Corporate Seller"), and Harriscope as to the legal existence and good 
standing of each Corporate Seller, and Harriscope, as of a date no more 
than five business days prior to the Closing;
  
(f)    certificates of the Secretary of each Corporate Seller attesting to 
the incumbency of each Corporate Seller's officers, and the authenticity of 
the resolutions authorizing the transactions contemplated by this 
Agreement;
  
(g)    existing title insurance commitments and currently available surveys 
with respect to the Real Properties;
  
(h)    the minute books of Harriscope not previously delivered to Buyer 
under this Agreement;
  
(i)    "FIRPTA" certificates executed by each of the Sellers in a form 
reasonably acceptable to Buyer.  If such certificates are not delivered to 
Buyer by a Seller, Buyer shall be entitled to withhold 10% of the portion 
of the Purchase Price payable to such Seller;
  
(j)    Resignations of all officers and directors of the Joint Venture and 
Harriscope who are representatives of the Harris Group or NST, as Buyer may 
request.
  
(k)    Certification by an officer of the Joint Venture or the Sellers that 
the Harris Note has been repaid in full and the security interest relating 
thereto has been released.  
  
(l)    Such other documents, instruments or certificates as the Buyer's 
counsel may reasonably request to fulfill the terms and conditions of this 
Agreement.
  
7   Absence of Material Change

        There shall have been no material adverse changes since the date of 
the Current Financial Statements in the business, operations, condition 
(financial or otherwise), properties, assets or liabilities of either the 
Joint Venture, Harriscope or of the Station (other than those affecting the 
television broadcast industry or the Chicago television market generally or 
as may be directly attributable to programming provided by TGI or 
competition from Univision (assuming compliance with the covenant in 
Section 6.11(b))), except changes contemplated by this Agreement.

8   Consents of Lenders, Lessors and Other Third Parties

        Sellers shall have received all requisite consents and approvals of 
all lenders, lessors and other third parties whose consent or approval is 
required in order for Sellers to consummate the transactions contemplated 
by this Agreement.

8.   CONDITIONS TO OBLIGATIONS OF THE SELLERS

      The obligations of the Sellers under this Agreement to consummate the 
Closing hereunder are subject to the fulfillment, on or before the Closing 
Date, of the following conditions precedent, each of which may be waived in 
writing in the sole discretion of the Sellers.

1    Continued Truth of Representations and Warranties of Buyer

        The representations and warranties of Buyer in this Agreement shall 
be true on and as of the Closing Date in all material respects as though 
such representations and warranties were made on and as of such date, 
except for any changes consented to in writing by the Sellers or except for 
representations or warranties which refer to a specified date (which shall 
be true in all material respects on such specified date).  Buyer shall have 
performed and complied in all material respects with all terms, conditions, 
obligations, agreements and restrictions required by this Agreement to be 
performed or complied with by it prior to or at the Closing.

2   Corporate Proceedings

        All corporate proceedings required to be taken on the part of Buyer 
to authorize or carry out this Agreement shall have been taken.

3   Governmental Approvals

        Subject to Buyer's right under Section 7.3 to proceed to a Closing 
upon the issuance of an FCC Order, all consents, approvals and 
authorizations of the FCC and other Governmental Authorities, if any, that 
are necessary for the consummation by Buyer of the transactions 
contemplated by this Agreement shall have been obtained.  The waiting 
period (and any extensions thereof) as prescribed by the regulations, 
promulgated under the HSR Act shall have expired or shall have been 
terminated.

4   Adverse Proceedings

        No preliminary or permanent injunction or temporary restraining 
order of any federal or state court, and no order or any governmental 
authority, which prevents or prohibits the consummation of the transactions 
contemplated by this Agreement, shall be issued and remain in effect.

5    Opinion of Counsel

        The Sellers shall have received an opinion of Akin Gump Strauss 
Hauer and Feld, LLP, counsel to Buyer and other attorneys acceptable to 
Sellers, dated as of the Closing Date, in form and substance as shall be 
reasonably satisfactory to Sellers' counsel.

6    Closing Deliveries

        The Sellers shall have received at or prior to Closing each of the 
following:

(a)    the Purchase Price, subject to Buyer's right to offset the amount 
thereof by delivery of the Deposit on the Closing Date to the Sellers 
pursuant to the Escrow Agreement;
  
(b)    a guaranty, executed by TGI, and in form and substance reasonably 
acceptable to Seller, dated as of the Closing Date, pursuant to which TGI 
guarantees the prompt and complete payment and performance of the 
obligations of Buyer under Section 9.3 of this Agreement, it being agreed 
by the parties that the guaranty will be primary (but total liability 
cannot exceed the limits contemplated by Section 9) and will have a term of 
six years (subject to extension in the event a Claim or threatened Claim is 
pending at the end of the six year period which is not resolved prior to 
the end of such six year period);
  
(c)    a certificate of the President and Chief Financial Officer of Buyer 
evidencing satisfaction of the conditions specified in this Section 8;
  
(d)    a certificate of the Secretary of State of the State of Delaware as 
to legal existence and good standing of Buyer as of a date not more than 
five business days prior to the Closing;
  
(e)    a certificate of the Secretary of Buyer attesting to the incumbency 
of Buyer's officers, the authenticity of the resolutions authorizing the 
transactions contemplated by this Agreement, and the authenticity and 
continuing validity of the charter documents delivered pursuant to Section 
3.1; and
  
(f)    such other documents, instruments or certificates as the Sellers' 
counsel may reasonably request to fulfill the terms and conditions of the 
Agreement.
  
9.   INDEMNIFICATION
  
1    Indemnification by the Sellers
  
(a)    From and after the Closing, each of NST and the Harris Group, 
severally, and not jointly, shall indemnify and hold Buyer and Harriscope 
harmless from and against any and all Claims (as defined below) arising out 
of or accruing from (i) any misrepresentation or breach of the 
representations or warranties made by NST or the Harris Group relating 
solely to NST, Harriscope, the Stockholders, the Shares or the NST Venture 
Interest (the "Seller Matters") set forth in this Agreement or in any 
certificate delivered by NST or the Harris Group or in any schedule or 
exhibit furnished to Buyer pursuant to this Agreement at or before the 
Closing and relating to the Seller Matters, and (ii) any non-compliance by 
NST or the Harris Group of any covenants, agreements or undertakings made 
by such party contained in or made pursuant to this Agreement relating to 
the Seller Matters.
  
(b)    From and after the Closing, each of NST and the Harris Group, shall 
indemnify and hold Buyer and Harriscope harmless from and against any and 
all liabilities, damages, losses, costs and expenses, including reasonable 
attorney's fees (collectively, "Claims"), arising out of or accruing from 
(i) any misrepresentation or breach of the representations and warranties 
of NST or the Harris Group set forth in this Agreement relating other than 
to Seller Matters or in any certificate delivered by NST or the Harris 
Group or in any schedule or exhibit furnished to Buyer pursuant to this 
Agreement at or before the Closing relating other than to Seller Matters; 
(ii) except as explicitly provided in Section 5, any non-compliance by NST 
or the Harris Group with any covenants, agreements or undertakings of the 
Sellers, the Joint Venture or Harriscope contained in or made pursuant to 
this Agreement relating other than to Seller Matters; (iii) any and all 
Taxes (including  any Taxes imposed on Harriscope, the Joint Venture, 
Buyer, or any affiliated group of which Buyer is or will be a member) 
relating to the income, business, property or operations of the Joint 
Venture or Harriscope or the Assets or any other Taxes (including any Taxes 
arising as a result of the several tax liability of members of an 
affiliated group under U.S. Treasury Regulations Section 1.1502-6) for 
which the Joint Venture or Harriscope may  be liable (A) in respect of any 
taxable period ending on or prior to the Closing Date, or, in the case of 
any taxable period that includes, but does not end on the Closing Date, the 
portion of such period ending on the Closing Date (a "Pre-Closing Period") 
or (B) in respect of any period (or portion thereof) beginning on or after 
the Closing Date to the extent such Taxes are attributable to events, 
occurrences, transactions, sales, services or rentals occurring or 
performed on or prior to the Closing Date and (iv) any and all Taxes 
relating to NST's ownership of its NST Venture Interest or Harriscope's 
ownership of its interest in the Joint Venture, including Harriscope's and 
NST's proportionate share of any and all Taxes (including any real property 
taxes, personal property taxes or similar ad valorem obligations) levied or 
imposed upon, or in connection with, the Assets of the Joint Venture or 
Harriscope or the conduct or operation of the business of the Joint Venture 
on or before the Closing Date and (v) (A) the BMI liability described to 
Buyer in existence on the Closing Date (and any breach of the covenant set 
forth in Section 6.11(c), (B) the Drake Property or any breach of the 
representation set forth in Section 2.14 relating to the Drake Property or 
a breach of the covenant in Section 6.10), (C) matters relating to the 
general manager of the Joint Venture (including as relates to his 
employment or any statements, promises or agreements entered into, if any) 
prior to Closing or (D) the John Decorah, WGBO and Chicago Communications 
Service as WSNS TV, Channel 44 claims referred to in Schedule 2.10 as 
relates to action or inaction occurring prior to Closing ((A), (B), (C) and 
(D) collectively, the "Subsection V Matters").  The obligation of Sellers 
to indemnify Buyer pursuant to clauses (iii) and (iv) in the preceding 
sentence shall exist regardless of whether the liability for any Taxes 
described in such clauses is reflected in the Current Financial Statements 
or has been disclosed to Buyer in any manner.  The parties hereto agree 
that all real property taxes, use taxes, personal property taxes and 
similar ad valorem obligations that are levied on Harriscope or the Joint 
Venture or with respect to the Assets or the Business, or with respect to 
the assets or business of Harriscope, for assessment periods within which 
the Closing Date occurs shall be apportioned between pre- and post-closing 
periods based on the number of days in any such period falling on or before 
the Closing Date, on the one hand, and after the Closing Date, on the other 
hand.  The parties hereto also agree that income or similar taxes levied 
for an assessment period within which the Closing Date occurs should be 
allocated between pre- and post-closing periods by treating the Closing 
Date as if it were the last day of a short taxable period.  The parties 
hereto agree that nothing contained in this Section 9.2 shall be 
interpreted as providing Buyer or Harriscope with the right to receive an 
indemnity payment for Taxes on any gain recognized by Harriscope arising 
solely as a consequence of (i) any sale or disposition after the Closing by 
Harriscope of all or a portion of the Harriscope Interest (including any 
sale or disposition of the Harriscope Interest resulting from the 
termination of the Joint Venture pursuant to Section 708 of the Internal 
Revenue Code of 1986, as amended (the "Code")) or (ii) any sale or 
disposition by Harriscope on or after the Closing  resulting from Buyer 
causing Harriscope to make an election under Section 338 of the Code.
  
(c)    All amounts paid pursuant to Section 9 of this Agreement by one 
party to another party (other than interest payments) shall be treated by 
such parties as an adjustment to either the NST Purchase Price or the 
Harriscope Purchase Price, as applicable.  If contrary to the intent of the 
parties any payment made pursuant to Section 9 of this Agreement is treated 
as taxable income of the recipient, then the payor shall indemnify and hold 
harmless the recipient from any actual net liability for Taxes attributable 
to the receipt of such payment.
  
2    Limitations on Indemnification by the Sellers

        Buyer's right to indemnification pursuant to Section 9.1 is subject 
to the following specific  limitations:

(a)    Buyer shall not be entitled to assert any right of indemnification 
hereunder for any Claims pursuant to Section 9.1 after eighteen (18) months 
from the Closing Date, except that with respect to Claims arising out of a 
breach of any representations or warranties set forth in (i) Sections 
2.15(a), (b) and (e), 5.2 and 9.1(b)(iii) and (iv), Buyer's right to 
indemnification shall expire after the expiration of the applicable tax 
statute of limitations, (ii) Section 2.20, Buyer's right to indemnification 
shall expire after 3 years from the Closing Date and (iii) Sections 2.4, 
2.6 and 2.9(a), (b) and (c), Buyer's right to indemnification shall expire 
after 5 years from the Closing Date, and (iv) Subsection V Matters, Buyer's 
right to indemnification shall expire after 6 years from the Closing Date, 
and except that if there shall be pending any Claim or threatened Claim 
under this Agreement for which Sellers have been given notice on or before 
the end of the applicable expiration period hereunder at the time Buyer's 
right to indemnification would otherwise expire, Buyer shall continue to 
have the right to be indemnified with respect to such Claim or threatened 
Claim.
  
(b)    Buyer shall not be entitled to indemnification for any Claims 
(except for such breaches as may have been effected willfully and 
knowingly) until the aggregate Claims suffered by Buyer exceeds $250,000, 
whereupon Buyer shall be entitled to indemnification for all Claims 
suffered by Buyer (including the first $250,000 in Claims).  In no event 
shall (i) NST be liable for indemnification Claims in excess of (A) 
$29,562,000 for Claims against it arising under Sections 2.4, 2.6, 2.9(a), 
(b) and (c), 2.15(a), (b) and (e), 5.2, Subsection V Matters, or 
9.1(b)(iii) and (iv) and (B) $3,000,000 for all other indemnification 
Claims and (ii) the Harris Group be liable for indemnification Claims in 
excess of (A) $15,138,000 for Claims arising under Section 2.4, 2.6(b), 
2.9(a), (b) and (c), 2.15(a), (b) and (e), 5.2, Subsection V Matters, or 
9.1(b)(iii) and (iv) and (B) $1,500,000 for all other indemnification 
Claims.

        In the event that Buyer seeks indemnification pursuant to the 
provisions of this Agreement for more than one Claim, the aggregate 
liability of NST hereunder for all Claims shall not exceed $29,562,000 and 
the aggregate liability of the Harris Group hereunder shall not exceed 
$15,138,000.

        The liability of the Harris Group pursuant to Section 9.1(b) for 
any individual Claim by Buyer in connection with any matter relating solely 
to the Joint Venture (including, but not limited to, the business, 
operations and financial condition of the Station), shall be limited to 
25.23% of the aggregate amount of such Claim.  The liability of NST 
pursuant to Section 9.1(b) for any individual Claim by Buyer in connection 
with any matter relating solely to the Joint Venture (including, but not 
limited to the business, operations and financial condition of the Station) 
shall be limited to 49.27% of the aggregate amount of such Claim.

        Notwithstanding the above, Buyer shall be indemnified for the 
following Claims even if aggregate Claims suffered by Buyer have not 
exceeded $250,000 (and such Claims shall not be treated as Claims counting 
toward satisfying such $250,000 "basket"): any Subsection V Matters and 
Claims for which indemnification is sought pursuant to Section 9.1(b)(iii) 
and (iv) which relate to any taxable periods beginning after December 31, 
1994.

(c)    Buyer shall be prohibited from bringing any Claim against (i) NST 
relating to the Harris Group's ownership of its Shares being sold hereunder 
or any breach by the Harris Group of any representation or covenant 
relating to the Seller Matters, and (ii) the Harris Group relating to NST's 
ownership of the NST Venture Interest or NST's ownership of its Shares 
being sold hereunder or any breach by NST of any representation or covenant 
relating to the Seller Matters. 
  
(d)    Following the Closing, the indemnification afforded by this Section 
9 shall be the sole and exclusive remedy against Sellers for any losses of 
the Buyer in respect of the matters covered by such indemnification 
provision.
  
3   Indemnification by Buyer
  
(a)    From and after the Closing, Buyer shall indemnify and hold the 
Sellers harmless from and against any and all Claims arising out of or 
accruing from (i) any misrepresentation or breach of the representations 
and warranties of Buyer set forth in this Agreement or in any certificate 
delivered by Sellers or in any schedule or exhibit furnished to the Sellers 
pursuant to this Agreement at or before the Closing; (ii) any non-
compliance by Buyer with any covenants, agreements or undertakings of Buyer 
contained in or made pursuant to this Agreement; (iii) any physical damage 
to the tangible property of the Joint Venture arising directly out of 
Buyer's investigations pursuant to Section 6.3 hereof (provided that such 
indemnification shall be available from the execution of this Agreement), 
(iv) any and all Taxes relating to income accruing on and after the Closing 
Date other than any Taxes attributable to events, occurrences, 
transactions, sales, services or rentals occurring or performed on or prior 
to the Closing Date, (v) any and all non-compliance on or after the Closing 
Date, by the Joint Venture with any contracts, leases, liabilities or other 
obligations of the Joint Venture (except to the extent such non-compliance 
relates to or results in whole or part from any action or inaction or 
misrepresentation of Sellers, Harriscope or the Joint Venture on or prior 
to Closing) and (vi) indemnification contemplated by Section 7.3(b) 
(provided that such indemnification shall be available from the execution 
of this Agreement).  Sellers' right to indemnification hereunder with 
respect to (i) and (ii) above shall expire, and Sellers shall not be 
entitled to assert any right of indemnification hereunder for claims after 
eighteen (18) months from the Closing Date and Sellers right to 
indemnification hereunder with respect to (iv) above shall expire after the 
expiration of the applicable tax statute of limitations and except that if 
there shall be pending any Claim or threatened Claim under this Agreement 
for which Buyer has been given notice on or before the end of the 
applicable expiration period hereunder at the time Sellers' right to 
indemnification would otherwise expire, Sellers shall continue to have the 
right to be indemnified with respect to such Claim or threatened Claim.
  
(b)    The aggregate liability of Buyer for indemnification of Claims 
(including pursuant to Section 7.3) shall not exceed $4,500,000.
  
(c)    Following the Closing, the indemnification afforded by this Section 
9 shall be the sole and exclusive remedy against Buyer for any losses of 
the Sellers in respect of the matters covered by such indemnification 
provision.
  
  
4    Claims for Indemnification

        Subject to the provisions of Section 9.7 hereof, whenever any Claim 
shall arise for indemnification hereunder, the party seeking 
indemnification (the "Indemnified Party"), shall promptly notify the party 
from whom indemnification is sought (the "Indemnifying Party") in writing 
of the Claim and, when known, a summary of the facts constituting the basis 
for such Claim. If any such Claim for indemnification hereunder results 
from or is in connection with any Claim or legal proceedings by a third 
party, the notice to the Indemnifying Party shall specify, if known, the 
amount or an estimate of the amount of the liability arising therefrom.  
The Indemnified Party shall not settle or compromise for the payment of 
money any Claim by a third party for which it is entitled to 
indemnification hereunder without the prior written consent of the 
Indemnifying Party, which shall not be unreasonably withheld, unless suit 
shall have been instituted against it and the Indemnifying Party shall not 
have taken control of such suit after notification thereof as provided in 
Section 9.5 of this Agreement.

5   Defense by Indemnifying Party

        Subject to the provisions of Section 9.7 hereof, in connection with 
any Claim giving rise to indemnity hereunder resulting from or arising out 
of any Claim or legal proceeding by a person who is not a party to this 
Agreement, the Indemnifying Party at its sole cost and expense shall, upon 
written notice from the Indemnified Party, assume the defense of any such 
Claim or legal proceeding.  The Indemnified Party shall be entitled to 
participate in (but not control) the defense of any such action, with its 
counsel and at its own expense.  If the Indemnifying Party does not assume 
the defense of any such Claim or litigation resulting therefrom within 30 
days after the date such Claim is made and notice is received requesting 
indemnification, (a) the Indemnified Party may defend against such Claim or 
proceeding, in such manner as it may deem appropriate, including, but not 
limited to, settling such Claim or proceeding, after giving notice of the 
same to the Indemnifying Party, on such terms as the Indemnified Party may 
deem appropriate, for the account and at the risk of the Indemnifying 
Party, and (b) the Indemnifying Party shall be entitled to participate in 
(but not control) the defense of such action, with its counsel and at its 
own expense.  If the Indemnifying Party thereafter seeks to question the 
manner in which the Indemnified Party defended such third party Claim or 
the amount or nature of any such settlement, the Indemnifying Party shall 
have the burden to prove by a preponderance of the evidence that the 
Indemnified Party did not defend or  settle such third party Claim in a 
reasonably prudent manner.

6    Survival of Representations

        Subject to Section 9.2, all representations and warranties made by 
the parties herein or in any schedule, certificate or exhibit furnished in 
connection herewith shall survive the Closing, and shall also survive and 
shall be unaffected by (and shall not be deemed waived by) any 
investigation, audit, appraisal, or inspection at any time made by or on 
behalf of any party hereto.

7   Tax Claims
  
(a)    Claims Against Seller -- Notice and Consent.  Notwithstanding 
anything to the contrary in Section 9.4 hereof, if any claim for Tax 
relating in any way to Harriscope or the Joint Venture in respect of any 
Pre-Closing Periods is asserted by any taxing authority against any Seller, 
such Seller shall promptly notify Buyer in writing of such fact.  Buyer or 
its duly appointed representative shall be allowed to attend all meetings 
between Seller and the taxing authority in question and shall be provided 
with copies of all correspondence and documents relating to such claim.  
Seller and its duly appointed representatives shall have the sole right to 
negotiate, resolve, settle or contest any such claim for Tax; provided, 
however, that Seller shall not settle, compromise or abandon without 
Buyer's prior written consent any claim for Tax which would adversely 
affect the tax liability of Harriscope, the Joint Venture, or Buyer in any 
Post-Closing Period to any extent (including, but not limited to, the 
imposition of income tax deficiencies, the reduction of asset basis or cost 
adjustments, the lengthening of any amortization or depreciation periods, 
the denial of amortization or depreciation deductions, or the reduction of 
loss or credit carryforwards).  Such consent shall not be unreasonably 
withheld, and shall not be necessary to the extent Seller has fully 
indemnified Harriscope, the Joint Venture, or Buyer against the effects of 
any such settlement.
  
(b)    Claims Against Buyer, Harriscope or the Joint Venture.  
Notwithstanding anything to the contrary in Sections 9.4 and 9.5 hereof, if 
any Claim for Tax is asserted by any taxing authority against Buyer, the 
Joint Venture, or Harriscope (whether in its own capacity or as successor 
in interest to a predecessor corporation) that, if successful, would result 
in the indemnification of Buyer or Harriscope, the parties hereto agree to 
abide by the following procedures in handling any such Claim:
  
(i)    Notice of Claim.  Buyer or Harriscope shall promptly notify the 
relevant Sellers in writing of such assertion of a Claim for Taxes.  In the 
event that such notice of any Claim is not given to such Sellers within a 
sufficient period of time or in reasonable detail to apprise Sellers of the 
nature of the Claim (in each instance taking into account the facts and 
circumstances with respect to such Claim), Sellers shall not be liable to 
Buyer or Harriscope under this Agreement for such 
  Claim to the extent, if any, that the rights of Sellers with respect to 
such Claim are actually prejudiced.
  
(ii)    Contests.  Subject to the provisions of the proceeding paragraph, 
Buyer, Harriscope, or the Joint Venture shall take such action in 
connection with contesting such Claim as the relevant Sellers shall 
reasonably request in writing from time to time; provided that (i) within 
30 days (or such earlier date that any payment of Taxes is due by Buyer, 
Harriscope, or the Joint Venture) after the notice described in subsection 
9.7(b)(i) has been delivered to Sellers, Sellers request that such Claim be 
contested; (ii) prior to taking such action, Sellers have furnished to 
Buyer or Harriscope, as the case may be, an opinion of Sellers' independent 
tax counsel, which counsel shall be reasonably acceptable to Buyer, to the 
effect that a reasonable basis exists for such contest (or appeal, in the 
case of an appeal prosecuted pursuant to the proceeding paragraph); (iii) 
Sellers shall have agreed to pay to Buyer or Harriscope on demand all costs 
and expenses which Buyer or Harriscope may incur in connection with 
contesting such Claim (or appeal), including, without limitation,  
reasonable attorneys' and accountants' fees and disbursements; and (iv) if 
Buyer or Harriscope is requested or shall determine to pay the Tax claimed 
and sue for a refund, Sellers shall have advanced to Buyer or Harriscope, 
on an interest-free basis, the amount of such Claim.  In the case of any 
such Claim referred to above, Buyer or Harriscope, as the case may be, 
shall not make payment of such Claim for at least 30 days (or such shorter 
period as may be required by applicable law) after the giving of such 
notice, shall give to Sellers any information reasonably requested by 
Sellers relating to such Claim and otherwise shall cooperate with Sellers 
in good faith in order to contest effectively any such Claim, and to the 
extent not inconsistent with Buyer's or Harriscope's control over any 
proceedings (as described below) insofar as they relate to issues other 
than those subject to this indemnity, shall permit Sellers to participate 
in such proceedings relating to such claim (or appeal).

        With respect to contests against Buyer, the Joint Venture or 
Harriscope, Buyer or Harriscope shall control all proceedings taken in 
connection with such contest and, at its sole option, may pursue or forego 
any and all administrative appeals, proceedings, hearings and conferences 
with the taxing authority in respect of such Claim and may, at its sole 
option, either pay the Tax claimed and sue for a refund where applicable 
law permits such refund suits or contest the Claim in any permissible 
manner; provided, however, that Buyer or Harriscope, as the case may be, 
shall (subject to the provisions of the preceding paragraph) consider in 
good faith (A) any request Sellers may make concerning the most appropriate 
manner in which to proceed, and (B) the manner in which it would proceed if 
it were not indemnified hereunder.

8    Tax Benefit Provision

      In the event that any Sellers shall have made sufficient payments to 
Buyer or Harriscope so as to indemnify Buyer or Harriscope in full for the 
amount of any Claim pursuant to Section 9.1(b)(iii) and (iv) hereof, Buyer 
or Harriscope shall pay to such Sellers the amount of any Tax Benefits (as 
defined below) actually received or realized by Buyer or Harriscope that 
have arisen solely as a result of a timing adjustment (including without 
limitation any changes to the basis of an asset, changes in connection with 
the capitalization or deduction of expenses, changes in the amortization or 
depreciation of assets, or changes in the timing of the inclusion of any 
item of income, deduction or loss) that gave rise to such Claim.  Payments 
of a Tax Benefit by Harriscope or Buyer to a Seller shall be made at a 
reasonable period of time following the later of (i) the filing of the 
applicable Tax return that evidences such Tax Benefit, or (ii) the payment 
of the tax due, if any, in respect of such Tax return referred to in clause 
(i).  The existence and amount of any Tax Benefit payable by Harriscope or 
Buyer to a Seller shall be determined by Harriscope or Buyer (as 
applicable) in its reasonable discretion.  Tax Benefits shall mean the 
decrease, if any, in the Tax liability of, or refunds of Taxes paid by, 
Buyer or Harriscope (or affiliates filing a consolidated or combined Tax 
return) with respect to any Tax period ending prior to December 31, 2001 as 
the result of a timing adjustment giving rise to a Claim.  The amount of 
any such Tax Benefits actually received or realized with respect to any Tax 
period shall be the difference between the total amount of actual Tax 
liability (or refund claim) for the period taking such adjustment into 
account, and the total amount of Tax liability (or refund claim) if such 
adjustments were not taken into account;  under both calculations, 
Harriscope and Buyer shall be entitled to take into account any and all 
past, existing, and future Tax attributes (including without limitation net 
operating loss carryforwards) available to Harriscope or Buyer (or any 
affiliates filing a consolidated or combined Tax Return with Buyer and/or 
Harriscope) as Harriscope or Buyer deems appropriate in its reasonable 
discretion.

10.   TERMINATION AND REMEDIES
  
1   Termination by Agreement of the Parties

        This Agreement may be terminated by the mutual written agreement of 
the parties hereto.  In the event of such termination by agreement, Buyer 
shall have no further obligation or liability to the Sellers under this 
Agreement, and the Sellers shall have no further obligation or liability to 
Buyer under this Agreement.

2    Termination by Reason of Failure to Obtain Final Order

        If (a) an FCC Order has not become a Final Order or the Closing has 
not occurred on or before the date which is six (6) months after the FCC 
Application has been filed with the FCC, (b) the FCC designates the FCC 
Application for an evidentiary hearing, or (c) the FCC denies transfer of 
the NST Venture Interest and the Shares contemplated by the FCC Application 
or issues a Final Order in connection with such FCC Application with 
conditions (other than existing License conditions as of the date hereof) 
that (i) are materially adverse to Buyer (or TGI) or (ii) in any way 
materially diminish the Buyer's operating rights with respect to the 
Station (except any such condition expressly accepted by Buyer in writing), 
then in any such event Buyer or, in the event of (a) or (b) above, any of 
Buyer, NST or the Harris Group may, upon written notice to the other 
parties hereto, terminate this Agreement, provided, that such notice of 
termination is given prior to the date on which such FCC Order shall have 
become a Final Order; and provided, further, that the party seeking to 
terminate this Agreement under this Section shall not be in material breach 
under this Agreement.  Upon termination of this Agreement in accordance 
with this Section 10.2, this Agreement shall be deemed null, void, and of 
no further force and effect (except for Sections 4.1 and 12, which shall 
survive such termination).

3   Remedies Upon Default by Buyer
  
(a)    If Buyer shall default in the performance of its obligations under 
this Agreement in any material respect, or if, as a result of such default, 
the conditions precedent to the Buyer's or Sellers' obligation to close 
specified in Sections 7 and 8 respectively, are not satisfied, or if, as a 
result of any action or inaction of Buyer not otherwise permitted by this 
Agreement, the conditions set forth in such Sections shall not be satisfied 
or the Buyer shall be unable to secure adequate financing to consummate the 
purchase of Shares and the NST Venture Interest, and, as a result, the 
transactions contemplated by this Agreement are not consummated, and 
provided that the Sellers shall not then be in default in any material 
respect in the performance of the Sellers' obligations hereunder, the 
Sellers shall be entitled, by written notice to Buyer, to terminate this 
Agreement and the Sellers shall be entitled to the Deposit in accordance 
with the Escrow Agreement.  Sellers right to acquire the Deposit shall 
require, in addition to complying with the provisions specified in the 
Escrow Agreement, that Mr. Burt Harris and Mr. William Antle (or, if either 
one is no longer living, or, with respect to Bill Antle only, if he is no 
longer associated with Oak, another person from such individual's 
organization with familiarity with the subject matter hereof) certify, 
after consulting with Buyer regarding the issue, that they each in good 
faith believes that Sellers are entitled to the Deposit in accordance with 
the provisions hereof and in the Escrow Agreement.  The right of Sellers to 
acquire the Deposit as contemplated by and under the circumstances set 
forth in this Section shall be the sole remedy available to Sellers if the 
transactions contemplated by this Agreement shall fail to close (other than 
a claim for indemnification under Section 9.3(iii)).  If after acquiring 
the Deposit it is determined that Sellers were not entitled to the Deposit, 
Sellers shall return the Deposit to Buyer and pay all reasonable legal fees 
incurred by Buyer with respect to the return of the Deposit and interest 
from the date Sellers acquired the Deposit at the prime rate specified by 
Citibank N.A., on such date plus 200 basis points, until the Deposit is 
delivered to Buyer and Buyer shall retain all rights provided under this 
Agreement.  Notwithstanding and not limiting the foregoing, Sellers shall 
not be entitled to the Deposit if the Agreement is terminated solely 
pursuant to Section 10.2 above, entirely for reasons not attributable or 
related, directly or indirectly, to Buyer being in default in the 
performance of its obligations under this Agreement in any respect or 
Buyer's failure to secure adequate financing to consummate the purchase of 
Shares and the NST Venture Interest.
  
4   Remedies Upon Default by the Sellers

        If Sellers shall default in the performance of any of their 
respective obligations under this Agreement in any material respect, as a 
result of such default, the conditions precedent to Buyer's or Sellers' 
obligation to close specified in Sections 7 and 8 respectively, are not 
satisfied, or if, as a result of the action or inaction of Sellers not 
otherwise permitted by this Agreement the conditions set forth in such 
Sections shall not be satisfied and, as a result, the transactions 
contemplated by this Agreement are not consummated, and provided that Buyer 
shall not then be in default in any material respect in the performance of 
Buyer's obligations hereunder (such circumstances, the "Default 
Circumstances"), Buyer shall be entitled, at Buyer's sole option: (i) to 
require the Sellers to consummate and specifically perform the sale of the 
NST Venture Interest and the Shares in accordance with the terms of this 
Agreement (including the curing of any defaults), if necessary through 
injunction or other court order or process; and/or (ii) by written notice 
to the Sellers, to terminate this Agreement.  In the event of occurrence of 
the Default Circumstances, as set forth above, Buyer shall have all rights 
and remedies available at law or in equity in respect thereof (including 
the right to seek specific performance as contemplated by (i) above); 
provided, that the maximum amount recoverable from Sellers in respect of 
damages sustained as a result of the occurrence of such Default 
Circumstances ("Damages") shall be $1.5 million (which Damages shall 
include all reasonable expenses, reasonable legal and other fees and out of 
pocket costs associated with this Agreement, an action under this Section 
and the transactions contemplated hereby); provided, that in the event of 
such Default Circumstances, if prior to the date that is the earlier of (A) 
six (6) months from the date of the commencement of any legal action in 
connection with (i) above, (B) six (6) months from the date of written 
notice by any party of termination of this Agreement as permitted under 
this Agreement, and (C) ten (10) months from the date the FCC Application 
is filed, any Sellers or Harriscope or any beneficial owner thereof shall 
enter into any agreement with any person or entity with respect to the sale 
or transfer of any part or all of the NST Venture Interests, the Harriscope 
Interests or the Shares or any interests therein, Seller shall remit to 
Buyer an amount equal to the greater of (x) Damages determined as in a 
legal action as contemplated above (which shall not exceed $1.5 million) 
and (y) the difference between the amount to be paid for such interests or 
shares and $44.7 million (based upon the sale of a 74.5% interest in the 
Joint Venture).

5   Specific Performance

        The Sellers acknowledge that the NST Venture Interest
and the Shares to  be sold and delivered to Buyer pursuant to this 
Agreement are unique, that Buyer will suffer irreparable injury for which 
the Buyer has no adequate remedy at law if the Sellers fail to perform any 
of their obligations under this Agreement, and that Buyer's right to 
specific performance is essential to protect the rights and interests of 
Buyer.  Accordingly, the Sellers hereby agree that Buyer shall have the 
right to have all obligations, undertakings, agreements and other 
provisions of this Agreement specifically performed by the Sellers, and 
that Buyer shall have the right to obtain an order or decree of such 
specific performance in any of the courts of the United States or of any 
state or other political subdivision thereof (in which case this Agreement 
shall not be terminated and the amounts payable under Sections 10.3 and/or 
10.4 shall not be paid).

11.   TRANSFER AND SALES TAX

      Notwithstanding any provisions of law imposing the burden of such 
taxes on the Sellers or Buyer, as the case may be, the Sellers shall be 
responsible for and shall pay (a) all sales, use and transfer taxes, and 
(b) all governmental charges, if any, upon the sale or transfer of any of 
the NST Venture Interest or the Shares; provided that Buyer shall be 
responsible for and shall pay (i) any real estate transfer taxes (the "City 
Transfer Tax") imposed, if any, by the City of Chicago under the City Real 
Estate Transfer Tax law due to the purchase of the NST Venture Interests or 
the Shares or (ii) any sales, use or transfer Tax arising as consequence of 
any termination of the Joint Venture upon or after the Closing pursuant to 
Section 708 of the Code.  If the Sellers shall fail to pay such amounts 
(other than the City Transfer Tax or any sale, use or transfer tax arising 
as a consequence of any termination of the Joint Venture after the Closing 
pursuant to Section 708 of the Code) on a timely basis, Buyer may pay such 
amounts to the appropriate Governmental Authority and the Sellers shall 
promptly reimburse Buyer for any amounts so paid by Buyer upon presentation 
of satisfactory evidence of such payment to the Sellers.

12.   NO BROKERS

      The Sellers represent to Buyer that the Sellers have not engaged, or 
incurred any unpaid liability for any brokerage fees, finders' fees, 
commissions or otherwise to, any broker, finder or agent in connection with 
the transactions contemplated by this Agreement.  Buyer represents to the 
Sellers that Buyer has not engaged, or incurred any unpaid liability for 
any brokerage fees, finders' fees, commissions or otherwise to, any broker, 
finder or agent in connection with the transactions contemplated by this 
Agreement.  The Sellers agree to indemnify Buyer, and Buyer agrees to 
indemnify the Sellers, against any claims asserted against the other 
parties for any such fees or commissions by any person purporting to act or 
to have acted for or on behalf of the indemnifying party (and this 
indemnification provision shall not be subject to the time or monetary 
limitations set forth in Section 9).  Notwithstanding any other provision 
of this Agreement, this representation and warranty shall survive the 
Closing without limitation.

13.    NOTICES

      Any notices, demands, consents, agreements, requests or other 
communications which may be or are required to be given, served or sent by 
any party to any other party or obtained from any party pursuant to this 
Agreement must be in writing and must be (i) mailed by first-class United 
States mail, registered or certified, return receipt requested, postage 
prepaid, (ii) hand delivered personally by independent courier, or (iii) 
transmitted by telecopier addressed as follows:

    To the Buyer:    Telemundo of Chicago, Inc.
                     c/o Telemundo Group, Inc.
                     2290 West 8th Avenue
                     Hialeah, FL 33010
                     Attention:  Chief Financial Officer
                     Telecopier No.:  (305) 889-7997

    With a copy to:       Akin Gump Strauss Hauer and Feld, LLP
    (which shall not      399 Park Avenue
    constitute notice)    New York, NY 10022
                          Attention:    Patrick J. Dooley, Esq.
                          Telecopier No.: (212) 872-1002

    To NST or the    Harriscope of Chicago, Inc.
    Stockholders:    10960 Wilshire Boulevard
                      Los Angeles, CA  90024
                      Attention:  Burt I. Harris
                     (as the Harris Group Representative)
                      Telecopier No.:  (310) 477-9646

            and

                          NST
                          c/o Oak Industries Inc.
                          1000 Winter Street
                          Waltham, MA  02151
                          Attention:  General Counsel
                          Telecopier No.:  (617) 890-8585

    With a copy to:        Oak Industries,  Inc.
    (which shall not       1000 Winter Street
    constitute notice)     Waltham, MA  02151
                           Attention: General Counsel
                           Telecopier No.: (617) 890-8585

            and

                           Fischel and Kahn, Ltd.
                           Quaker Tower
                           321 North Clark Street, Suite 2850
                           Chicago, Illinois 60610-4714
                           Attention:  Morris G. Dyner, Esq.
                           Telecopier No.: (312) 527-1448

    Unless otherwise specified herein, such notices or other communications 
shall be deemed received (a) on the date delivered, if delivered personally 
or by telecopier (with receipt confirmed); or (b) three (3) business days 
after being sent, if sent by registered or certified mail.

14.   SUCCESSORS AND ASSIGNS

      This Agreement shall be binding upon and inure to the benefit of the 
parties hereto and their respective successors and assigns.  The rights and 
obligations of the parties under this Agreement may not be assigned or 
delegated without the prior written consent of the other parties.  Any 
assignment or delegation in contravention of this Agreement shall be void.  
Notwithstanding the foregoing, Buyer may assign all or any portion of its 
rights and interests herein to one or more entities controlling, controlled 
by, or under common control with TGI, unless such assignment would 
materially delay the processing of the FCC Application or HSR Notification.

15.   NO THIRD PARTY BENEFICIARIES

      This Agreement and the obligations of the parties hereunder shall 
operate exclusively for the benefit of the parties to this Agreement (and 
their permitted assigns) and not for the benefit of any other person or 
entity, including, without limitation, Essaness or any creditor, employee 
or former employee of any party hereto.

16.    ENTIRE AGREEMENT; AMENDMENTS; ATTACHMENTS
  
(a)    This Agreement, all schedules and exhibits hereto, and all 
agreements, certificates and instruments to be delivered by the parties 
pursuant hereto represent the entire understanding and agreement between 
the parties hereto with respect to the subject matter hereof and supersede 
all prior oral and written, and all contemporaneous oral, negotiations, 
commitments and understandings between such parties.  Buyer and the Sellers 
may amend or modify this Agreement, in such manner as may be agreed upon, 
only by a written instrument executed by Buyer, NST and the Harris Group 
Representative.
  
(b)    If the provisions of any schedule or exhibit to this Agreement are 
inconsistent with the provisions of this Agreement, the provisions of the 
Agreement shall prevail.  The exhibits and schedules attached hereto or to 
be attached hereafter are hereby incorporated as integral parts of this 
Agreement.
  
17.   EXPENSES

      Except as otherwise expressly provided herein, each of Buyer and the 
Sellers shall pay their own expenses in connection with this Agreement and 
the consummation of the transactions contemplated hereby; provided, 
however, that the Sellers and Buyer shall share equally the cost of any FCC 
filing fees, but each party shall bear its own legal fees and expenses in 
connection therewith.

18.    FURTHER ASSURANCES

      At any time and from time to time after the Closing, without further 
consideration, Harriscope, the Sellers and Buyer promptly shall execute and 
deliver such instruments of purchase, sale, transfer, conveyance, 
assignment and confirmation, and  take such other action, as reasonably 
necessary to effectively transfer, convey and assign to the Buyer, and to 
confirm the Buyer's interest in, the NST Venture Interest and the Shares, 
and to carry out the purpose and intent of this Agreement.  After the 
Closing, Buyer shall cooperate and provide the Sellers or their 
representatives with access, at reasonable business times and under 
reasonable circumstances, to the records and other materials of the Joint 
Venture and Harriscope for the period prior to Closing necessary for the 
Sellers to comply with their tax, financial or other legal obligations 
(including access to such books and records that relate to any Joint 
Venture Account Receivables or Harriscope Account Receivables which remain 
uncollected after the Collection Period); provided that Sellers shall pay 
any out-of-pocket expenses incurred by Buyer with respect to such access.

19.   GOVERNING LAW

      This Agreement shall be governed by and construed in accordance with 
the laws of the State of New York, without regard to its conflict of laws 
principles.

20.    SECTION HEADINGS

      The section headings are for the convenience of the parties and in no 
way alter, modify, amend, limit, or restrict the contractual obligations of 
the parties.

21.    SEVERABILITY

      The invalidity or unenforceability of any provision of this Agreement 
shall not affect the validity or enforceability of any other provision of 
this Agreement.

22.   COUNTERPARTS

      This Agreement may be executed in one or more counterparts, each of 
which shall be deemed to be an original, but all of which shall be one and 
the same document.

23.   NAME CHANGE

      The Buyer as stockholders shall cause Harriscope to change its name 
no later than 30 days after the Closing Date.  Each of the Buyer and 
Harriscope agrees that after the Closing Date it shall not (except for the 
delay in the name change permitted by the preceding sentence) use or employ 
in any manner directly or indirectly the name "Harriscope" or any variation 
thereof.

24.   ALTERNATE CLOSING ARRANGEMENTS
  
(a)    If the condition set forth in Section 7.6(b) shall not be satisfied 
as of the time set for Closing, Buyer may elect to close and if the Closing 
shall occur, may in lieu of delivering the Harriscope Purchase Price 
deliverable to the Harris Group to the Harris Group, instead deliver such 
portion of the Purchase Price to the Escrow Agent (or another escrow agent 
reasonably suggested by Buyer), who shall hold it (and make it available to 
satisfy indemnification claims pursuant to Section 9.1) until the earlier 
of the date the Harris Group Guaranty would have terminated as contemplated 
by Section 7.6(b) and the date the Harris Group Guaranty is executed.
  
(b)    If the condition set forth in Section 7.6(c) shall not be satisfied 
as of the time set for Closing, Buyer may elect to close and if the Closing 
shall occur, may in lieu of delivering the NST Purchase Price and  
Harriscope Purchase Price deliverable to or for the account of NST to NST, 
instead deliver such portion of the Purchase Price to the Escrow Agent (or 
another escrow agent reasonably suggested by Buyer), who shall hold it (and 
make it available to satisfy indemnification claims pursuant to Section 
9.1) until the earlier of the date the Oak Guaranty would have terminated 
as contemplated by Section 7.6(c) and the date the Oak Guaranty is 
executed.
  
25.   INTERPRETATION REGARDING RIGHTS AND OBLIGATIONS
  
(a)    Notwithstanding anything to the contrary contained in this 
Agreement, for purposes of determining the rights and obligations of the 
parties hereunder (including for purposes of determining if the closing 
condition set forth in Section 7.1 is satisfied and for purposes of 
determining whether a representation or warranty is true for purposes of 
Section 9.1), the references "to the knowledge of" any or all of the 
Sellers, NST, the Harris Group or the Harris Group Representative, or words 
of similar import, contained in Article 2 of this Agreement, shall be given 
effect except for the qualifiers contained in the provisions specified 
below (in which case such qualifier shall not be given effect; i.e. the 
representation shall be deemed to be made without the "to the knowledge of" 
(or words of similar import) qualifier): the last sentence of 2.10, the 
third sentence of 2.16, 2.17(b)(iii), the second sentence of 2.20(c), and 
2.20(d).
  
(b)    The parties hereto agree that except for Sellers' indemnification 
obligations pursuant to Section 9.1(b)(v)(C), any dispute relating to 
amounts owed as employment compensation to the current general manager 
shall not affect the other obligations of the parties hereunder.
    IN WITNESS WHEREOF, the parties hereto have caused this  Agreement to 
Purchase NST Venture Interest and Capital Stock to be duly executed as of 
the date first written above.

            NST:

            NATIONAL SUBSCRIPTION TELEVISION OF
            CHICAGO, INC.


            By:              
            Name:            
            Title:              


            THE STOCKHOLDERS:

            NATIONAL SUBSCRIPTION TELEVISION OF
            CHICAGO, INC.


            By:              
            Name:            
            Title:              


            
                          
            Burt I. Harris, Voting Trustee of Harriscope of Chicago, Inc.,     
Voting Trust Agreement Number Two


            BUYER:

            TELEMUNDO OF CHICAGO, INC.


            By:              
            Name:  Peter J. Housman II
            Title:  Chief Financial Officer

EX-1

EXHIBIT 1.2


OAK GUARANTY


GUARANTY, executed as of this 26th day of February, 1996 (the "Guaranty"), 
by OAK INDUSTRIES INC., a Delaware corporation ("Oak"), in favor of 
TELEMUNDO OF CHICAGO, INC., a Delaware corporation (the "Buyer").

Reference is made to that certain Agreement to Purchase NST Venture 
Interest and Capital Stock, dated as of November 8, 1995, among National 
Subscription Television of Chicago Inc., an Illinois corporation, the 
stockholders of Harriscope of Chicago, Inc., an Illinois corporation, and 
Buyer (the "Agreement"), and to Section 7.6(c) of the Agreement, which 
contemplates the guaranty by Oak of the obligations of NST under Section 
9.1 of the Agreement. Capitalized terms used and not defined herein shall 
have the meanings ascribed to such terms in the Agreement.

Oak hereby guarantees to the Buyer the prompt and complete payment and 
performance when due of NST's obligations under Section 9.1 (subject to the 
limitations of indemnification of Section 9.2) of the Agreement.

Any obligation of Oak hereunder shall be subject to the same rights, if 
any, including those of set off and counterclaim, against the Buyer as are 
available to NST.

Oak represents and warrants that Oak is a corporation duly organized and 
validly existing and in good standing under the laws of Delaware, has all 
requisite power and authority to enter into and perform its obligations 
under this Guaranty, that all corporate action necessary on the part of Oak 
to authorize the execution, delivery and performance of this Guaranty has 
been duly and validly taken, and that this Guaranty is the valid and 
binding obligation of Oak, enforceable in accordance with its terms, except 
as such enforceability may be limited by bankruptcy, insolvency, moratorium 
or other laws relating to or affecting creditors' rights generally and the 
exercise of judicial discretion in accordance with general equitable 
principles.  Oak acknowledges that the provision of this Guaranty by Oak is 
necessary to induce the Buyer to consummate the transactions contemplated 
by the Agreement, that Oak is being directly and indirectly benefitted by 
the consummation of the transactions contemplated by the Agreement, and Oak 
acknowledges the receipt of good, valuable and sufficient consideration in 
support of the provision of this Guaranty.

Oak hereby waives all notices, demands, presentments and protests of 
whatsoever nature to which Oak might otherwise be entitled, and agrees that 
no delay by the Buyer in exercising any rights hereunder, or failure to 
exercise the same, shall operate as a waiver of such rights.  The Buyer 
agrees to notify Oak, at the same time or as soon as practicable after 
notifying NST, of any Claim for which it is seeking indemnification from 
NST; provided that the failure to give such notice shall not affect Oak's 
obligations hereunder except and only to the extent that Oak shall have 
been materially and actually prejudiced as a result of such failure.  Oak 
agrees that this Guaranty is primary and that the Buyer shall not be 
required to seek performance from NST under Section 9.1 of the Agreement 
before seeking performance from Oak.

Oak agrees that it will remain bound upon this Guaranty notwithstanding any 
amendments, modifications or changes to or in the Agreement.

The total liability of Oak under this Guaranty shall not exceed the limits 
contemplated by Section 9 of the Agreement, and this Guaranty shall have a 
term of six years from the date hereof (which shall be extended in the 
event a Claim or threatened Claim is pending (for which NST has been given 
notice on or before the end of the applicable expiration period in the 
Agreement) at the end of such six year period which is not resolved prior 
to the end of such six year period).  This Guaranty shall not be deemed to 
extend the expiration periods set forth in Section 9 of the Agreement.

The obligations of Oak hereunder shall not extend to any successor or 
assignee of the Buyer, except and to the extent that a person or entity 
shall have succeeded to the Buyer's rights under the Agreement as 
contemplated by and in accordance with the Agreement.

Any notices, demands, consents, agreements, requests or other 
communications which may be or are required to be given, served or sent by 
any party to any other party or obtained from any party pursuant to this 
Guaranty must be in writing and must be (i) mailed by first-class United 
States mail, registered or certified, return receipt requested, postage 
prepaid, (ii) hand delivered personally by independent courier, or (iii) 
transmitted by telecopier addressed as follows:


To the Buyer:    Telemundo of Chicago, Inc.
                 c/o Telemundo Group, Inc.
                 2290 West 8th Avenue
                 Hialeah, FL 33010
                 Attention:  Chief Financial Officer
                 Telecopier No.:  (305) 889-7997

    To Oak:      Oak Industries Inc.
                 1000 Winter Street
                 Waltham, MA  02154
                 Attention:  General Counsel
                 Telecopier No.:  (617) 890-6116

Unless otherwise specified herein, such notices or other communications 
shall be deemed received (a) on the date delivered, if delivered personally 
or by telecopier (with receipt confirmed); or (b) three (3) business days 
after being sent, if sent by registered or certified mail.

This Guaranty shall be binding on all successors and shall be governed by 
the laws of the Commonwealth of Massachusetts without regard to the 
conflicts of laws provisions 
thereof.


OAK INDUSTRIES INC.


By:          
Name:
Title: