ASSET PURCHASE AGREEMENT



         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of May 5,

2006  among  Emmis   Television   Broadcasting,   L.P.,  an  Indiana   limited

partnership,  and Emmis Television License,  LLC, an Indiana limited liability

company  (collectively,   "Seller"),   Emmis  Operating  Company,  an  Indiana

corporation  ("Guarantor")  and  Hearst-Argyle  Television,  Inc.,  a Delaware

corporation ("Buyer").



                                   RECITALS



         A.       Seller owns and operates the following  television broadcast

station  (the  "Station")  pursuant  to certain  authorizations  issued by the

Federal Communications Commission (the "FCC"):



                     WKCF(TV), Clermont, Florida (including WKCF-DT)



         B.       Pursuant  to the terms and  subject  to the  conditions  set

forth in this Agreement, Seller desires to sell to Buyer, and Buyer desires to

purchase from Seller, the Station Assets (defined below).



         C.       Guarantor desires to  unconditionally  guarantee any and all

obligations and liabilities of Seller, or Seller's permitted assignees,  under

this Agreement, as an inducement to Buyer to enter into this Agreement.



         D.       References   to  the  Schedules   herein  shall   constitute

references to Schedules  delivered from Seller to Buyer attached to the letter

of even date herewith (the "Disclosure Letter").



                                   AGREEMENT



         NOW,   THEREFORE,   taking  the  foregoing   into  account,   and  in

consideration  of the mutual  covenants and agreements  set forth herein,  the

parties, intending to be legally bound, hereby agree as follows:



ARTICLE 1:        PURCHASE OF ASSETS



         1.1.     STATION  ASSETS.  On the terms and subject to the conditions

hereof,  at Closing (defined  below),  except as set forth in Sections 1.2 and

1.3, Seller shall sell,  assign,  transfer,  convey and deliver to Buyer,  and

Buyer shall purchase and acquire from Seller, all right, title and interest of

Seller in and to all  assets and  properties  of  Seller,  real and  personal,

tangible and intangible,  that are owned, leased,  licensed,  used or held for

use in the  operation of the Station  (the  "Station  Assets"),  as and to the

extent  existing on the Closing Date  (defined  below),  free and clear of all

Liens (defined below) except Permitted Liens (defined below) including without

limitation the following:



                  (a)      all  licenses,  permits  and  other  authorizations

issued to Seller by the FCC with respect to the Station (the "FCC  Licenses"),

including  those described on SCHEDULE  1.1(a),  and including any renewals or

modifications  thereof between the date hereof and Closing,



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together  with  all  other  governmental  licenses,   permits  and  regulatory

approvals pertaining to the Station  (collectively with the FCC Licenses,  the

"Licenses");



                  (b)      all of Seller's equipment, transmitters,  antennas,

cables,  towers,  vehicles,  furniture,  fixtures,  machinery and spare parts,

notebook and other computers (including operating software licenses) and other

tangible personal property of every kind and description that are used or held

for use in the operation of the Station,  including  without  limitation those

listed on SCHEDULE 1.1(b),  except for any retirements or dispositions thereof

made between the date hereof and Closing in the ordinary course of business in

accordance with Article 4 (the "Tangible Personal Property");



                  (c)      all of Seller's  leased real  property used or held

for use in the operation of the Station  (including any appurtenant  easements

and improvements  located thereon),  including without limitation those listed

on SCHEDULE 1.1(c) (the "Real Property");



                  (d)      all agreements for the sale of advertising  time on

the  Station,  and all other  contracts,  agreements  and  leases  used in the

Station's  business,  including  without  limitation  those listed on SCHEDULE

1.1(d),  together with all  contracts,  agreements and leases made between the

date  hereof  and  Closing  in   accordance   with  Article  4  (the  "Station

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