Lease Agreement

Lease Agreement


                                                                    EXHIBIT 10.3

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (this "LEASE"), dated as of March 28, 2002 (the
"EFFECTIVE DATE"), is by and among SUNRISE TELEVISION CORP., a Delaware
corporation ("SUNRISE"), STC BROADCASTING, INC., a Delaware corporation
("STCB"), and SMITH TELEVISION OF NORTH DAKOTA LICENSE HOLDINGS, INC., a
Delaware corporation ("LICENSEE").

                                   WITNESSETH:

         WHEREAS, Licensee owns and controls the Federal Communications
Commission ("FCC") licenses for the television stations listed in Exhibit A
attached hereto (the "STATIONS") which have been assigned to it this date by STC
License Company, a wholly-owned subsidiary of STCB;

         WHEREAS, Sunrise and STCB (collectively, the "LESSORS") own or control,
either directly or indirectly, the tangible and intangible operating assets,
both real and personal, for the Stations other than the assets, including the
FCC Licenses, acquired by Licensee this date (the "STATION ASSETS"); and

         WHEREAS, the parties desire to set forth their respective rights and
obligations with respect to the lease of the Station Assets by Lessors to
Licensee for use in connection with the operation of the Stations.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:

                            ARTICLE 1 - DEFINITIONS

         1.1      DEFINITIONS. Except as otherwise defined herein, the following
terms shall have the following meanings when used in this Lease:

         "ACT" means the Communications Act of 1934 and any rules, regulations
or policies promulgated thereunder, each as amended or modified from time to
time.

         "AFFILIATE" means, with respect to any Person, any other Person
controlled by, controlling, or under common control with such Person, with
"control," for such purposes, meaning the ownership of stock, partnership or
other equity interests conferring the power to direct, or to elect a majority of
the directors or similar Persons empowered to direct, the business of a Person.

         "APPLICABLE LAW" means any applicable law, regulation, rule, writ,
injunction, ordinance, franchise, decree, determination, award, permit, license,
authorization, requirement, ruling, order or decision of, or by, a Governmental
Authority, including FCC Licenses and Permits.

         "ARBITRATION NOTICE" has the meaning ascribed thereto in Section 8.1.

         "ARBITRATION RULES" has the meaning ascribed thereto in Section 8.1.

         "ASSET PURCHASE AGREEMENT" means that certain Amended and Restated
Asset Purchase Agreement dated as of the date hereof by and between STCB and STC
License Company, as sellers, and Smith Television of North Dakota, Inc. and
STND, as buyers.



         "CASH" means Stations' net cash available after the payment of
Stations' cash expenses and customary reserves for anticipated cash expenses.

         "CLAIMING PARTY" has the meaning ascribed thereto in Section 8.1.

         "CLAIMS" has the meaning ascribed thereto in Section 7.1.

         "CONTRACT" means any contract, agreement, commitment or understanding,
whether written or oral.

         "DAMAGES" has the meaning ascribed thereto in Section 7.1.

         "DISPUTES" has the meaning ascribed thereto in Section 8.1.

         "EFFECTIVE DATE" has the meaning ascribed thereto in the preamble of
this Lease.

         "FCC" has the meaning ascribed thereto in the Recitals of this Lease.

         "FCC LICENSES" means all licenses, permits and other authorizations
issued by the FCC with respect to the ownership, operation or construction of
the Stations and all auxiliary broadcast and satellite earth station facilities
used in the operation of the Stations (but not including any Permits).

         "GOVERNMENTAL AUTHORITY" means (i) the United States of America, (ii)
any state or commonwealth of the United States of America and any political
subdivision thereof (including counties, municipalities and the like) or (iii)
any agency, authority or instrumentality of any of the foregoing, including any
court, tribunal, department, bureau, commission or board.

         "LEASE" has the meaning ascribed thereto in the preamble of this Lease.

         "LESSORS" has the meaning ascribed thereto in the Recitals of this
Lease.

         "LESSORS INDEMNITEE" has the meaning ascribed thereto in Section 7.1.

         "LICENSEE" has the meaning ascribed thereto in the preamble of this
Lease.

         "LICENSEE INDEMNITEE" has the meaning ascribed thereto in Section 7.2.

         "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, restriction or encumbrance of any kind, whether
statutory or otherwise, in respect to such asset.

         "LMA" has the meaning ascribed thereto in Section 2.9.

         "PERMIT" means any license, permit or other authorization (other than
an FCC License) granted or issued by a Governmental Authority, which is
necessary to the conduct of the business or operations of the Stations.

         "PERSON" means any human being, organization, general partnership,
limited partnership, corporation, limited liability company, joint venture,
trust, business trust, association, Governmental Authority or other legal
entity.


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         "PUT AND OPTION AGREEMENT" means that certain Put and Option Agreement
dated as of the date hereof by and between STCB and STC License Company, on one
hand, and Smith Television of North Dakota, Inc. and STND, on the other hand.

         "REPRESENTATIVES" has the meaning ascribed thereto in Section 4.1.

         "STATION ASSETS" has the meaning ascribed thereto in the Recitals of
this Lease.

         "STATIONS" has the meaning ascribed thereto in the Recitals of this
Lease.

         "STCB" has the meaning ascribed thereto in the preamble of this Lease.

         "SUBSIDIARY" means, with respect to any Person, any other Person of
which such first Person owns the majority of the economic interest in such
Person or owns or has the power to vote, directly or indirectly, securities
representing a majority of the votes ordinarily entitled to be cast for the
election of directors or other governing Persons.

         "SUNRISE" has the meaning ascribed thereto in the preamble of this
Lease.

         "TERM" means the term of this Lease which shall commence on the
Effective Date and, unless otherwise earlier terminated in accordance with the
terms hereof, shall expire in accordance with the terms of Section 2.1.

         1.2      ADDITIONAL TERMS. The definitions in Section 1.1 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation." All references to
"party" and "parties" shall be deemed references to the parties to this Lease
unless the context shall otherwise require. All references to Articles or
Sections shall be deemed references to Articles or Sections of this Lease,
unless the context shall otherwise require. All references herein to Exhibits
shall be deemed to be references to the Exhibit(s) attached to this Lease. The
terms "this Lease", "hereof", "hereunder" and similar expressions refer to this
Lease as a whole and not to any particular Article or Section or other portion
hereof and include any amendments, modifications or supplements hereto. The
conjunction "or" shall be understood in its inclusive sense (and/or).

         1.3      HEADINGS. The division of this Lease into Articles and
Sections and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Lease.

                     ARTICLE 2 - LEASE AND RELATED MATTERS

         2.1      TERM. Unless earlier terminated as provided herein, the Term
of this Lease shall continue until the earlier of (i) the closing of Licensee's
parent company's purchase of the Stations' Assets pursuant to the Asset Purchase
Agreement, other than the FCC Licenses and the other assets acquired by Licensee
this date; and (ii) the closing of Lessors' purchase of the Stations' FCC
Licenses pursuant to the Put and Option Agreement.

         2.2      LEASE. Lessors hereby lease, license or sublet to Licensee,
and Licensee hereby leases, licenses or sublets from Lessors, at any time and
from time to time during the Term, all Station Assets, to the extent such
Station Assets are required to be used by Licensee in the operation of the
Stations, subject to and upon the terms and conditions of this Lease.


                                      -3-



         2.3      LEASE PAYMENTS.

                  (a)      During the Term, Licensee shall pay Lessors rent in
         an amount equal to the Stations' Cash. Payment of such rent shall be
         made by Licensee to Lessors through Lessors' sweep of the Cash from
         Stations' accounts into the Lessors' account in its capacity as
         Licensee's financial services agent pursuant to Section 2.8 in a manner
         consistent with Stations' past practices. Licensee shall have no
         control over Lessors' accounts.

                  (b)      Personal property taxes assessed on any of the
         Station Assets during the Term shall be paid by Lessors to the
         appropriate taxing authority, and Lessors shall file all required
         property tax returns and reports concerning the Station Assets with all
         appropriate governmental agencies.

         2.4      MAINTENANCE AND USE OF STATION ASSETS.

                  (a)      Licensee shall use the Station Assets only to
         broadcast programming on and to operate the Stations.

                  (b)      The Station Assets will, to the extent used by
         Licensee throughout the Term, be used in all material respects in
         accordance with the FCC Licenses, the Act and all applicable FCC rules
         and policies. Licensee may not, without Lessors' prior written consent,
         make alterations in, modifications to, or material additions to the
         Station Assets.

                  (c)      Licensee shall not use or permit the Station Assets
         to be used in any manner or for any purpose for which the Station
         Assets are not designated or reasonably suitable. Licensee shall comply
         with all laws, rules and regulations of Governmental Authorities
         concerning the operation of the Station Assets.

                  (d)      During the Term, Licensee shall continue to operate
         the Stations in the usual and ordinary course of business consistent
         with past practices.

                  (e)      Licensee shall maintain the Station Assets in
         customary repair, maintenance and condition, except for normal wear and
         tear, and shall repair or replace, consistent with the ordinary course
         of business in accordance with past practices, any Station Asset that
         may be damaged or destroyed. Lessors shall be responsible for all
         expenditures necessary to maintain the Station Assets in accordance
         with this Section 2.4(e), except to the extent caused by the negligence
         of Licensee or its employees.

         2.5      COMPLIANCE WITH FCC LICENSES. Notwithstanding anything in this
Lease to the contrary, Licensee shall continue to be the licensee of all FCC
Licenses and shall at all times during the Term retain control over the
programming and operation of the Stations, control over the finances and budgets
of the Stations, and the selection and termination of personnel. Licensee shall
also retain ultimate responsibility for compliance with the rules, regulations
and policies of the FCC and the terms of the Act. Licensee hereby expressly
agrees that it will take no action (a) which would be a material violation of
any FCC License, (b) which could reasonably be expected to have the effect of
causing the cancellation, revocation or modification in any adverse way of any
FCC License, or (c) which could be expected to otherwise impair the maintenance
in good standing or renewal of any FCC License.

         2.6      DELIVERY OF NOTICES OF PROCEEDINGS. Licensee shall promptly
notify the Lessors of (a) any proceedings instituted by, in or before any
Governmental Authority, including the FCC, (b) any notices of default received
by Licensee with respect to alleged defaults under or violations of any FCC


                                      -4-



Licenses, Permits or any material Contracts or alleged defaults with respect to
any evidence of material indebtedness or any mortgage, indenture or other
agreement relating thereto or (c) any material adverse change in the condition,
financial or otherwise, of the Stations.

         2.7      EMPLOYEES. During the Term, Lessors shall make available to
Licensee without charge all of Lessors' employees located at the Stations, and
such employees shall carry out their functions in connection with the operation
of the Stations under Licensee's ultimate supervision and control. Lessors shall
be responsible for such employees' salaries, payroll processing, benefits, and
benefit programs and processing.

         2.8      FINANCIAL SERVICES. During the Term, Lessors shall provide
accounting and financial services to Stations without charge therefor, and
Licensee hereby appoints Lessors as its agents to provide day-to-day accounting
services to the Stations under the direction and control of Licensee. Such
services shall include, without limitation, traffic, billing, collections and
disbursements on behalf of Licensee in respect of the Stations.

         2.9      LMA. In the event of and upon the exercise of the Put Right or
the Option Right pursuant to the Put and Option Agreement, Lessors and Licensee
shall enter into a customary local programming and marketing agreement ("LMA")
on mutually agreeable terms and conditions, whereby Lessors will program the
Stations for the period from and after the exercise of the Put Right or the
Option Right until the Put/Option Closing (as defined in the Put and Option
Agreement). The LMA shall, among other things, provide that the Lessors, as
programmer of the Stations under the LMA, shall be entitled to and shall receive
the Stations' working capital, including cash, cash equivalents and accounts
receivable, in existence as of the date of the exercise of the Put Right or the
Option Right and created thereafter. The form of the LMA shall be agreed upon by
Lessors and Licensee within ten (10) business days after the date hereof and
shall be attached hereto as an exhibit. The parties shall simultaneously agree
on any amendments to this Lease that may be necessary or appropriate effective
as of the LMA commencement date, and such amendments shall also be attached
hereto as an exhibit.

         2.10     ALLOCATION OF INCOME AND EXPENSES. For accounting purposes,
the income and expenses arising out of or resulting from the operation of the
Stations through 12:01 AM on April 1, 2002, shall be for the account of Lessors
and thereafter for the account of Licensee, provided that any Cash received by
Licensee in respect of the Stations' operations shall be applied toward rent
pursuant to Section 2.3 hereof.

            ARTICLE 3 - LICENSEE'S AUTHORITY AND LIMITATIONS THEREON

         3.1      LICENSEE'S AUTHORITY AND LIMITATIONS.

                  (a)      Licensee shall not knowingly, after due inquiry, take
         or fail to take any action which violates or would violate (upon
         notice, the passage of time, or otherwise): (i) any Applicable Laws
         relating to the Stations; (ii) any material agreement, arrangement or
         undertaking to which Licensee, a Lessor or any of their Subsidiaries is
         a party; (iii) any Permit or FCC License granted to Licensee or any of
         its Subsidiaries in connection with its ownership and operation of the
         Stations without regard to Licensee's actual knowledge thereof; or (iv)
         any judicial or administrative order or decree to which Licensee, a
         Lessor or any of their Subsidiaries is subject or by which any of
         Licensee's, the Lessors' or any such Subsidiary's properties or assets
         is bound.

                  (b)      The Licensee shall not, without obtaining the prior
         written consent of the Lessors, take any of the following actions:


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                           (i)      sublease, license, sublicense, or subject to
                  any lien, any of the Station Assets or enter into any
                  agreement with respect to the foregoing;

                           (ii)     initiate by or on behalf of any of the
                  Lessors or any of their Subsidiaries any action, suit, or
                  proceeding whether civil, criminal, administrative,
                  arbitrative, or investigative;

                           (iii)    enter into any local marketing agreement,
                  joint operating agreement, or joint sales agreement or any
                  other similar agreement in respect of any Station that would
                  be inconsistent with this Lease, the Asset Purchase Agreement
                  or the Put and Option Agreement;

                           (iv)     enter into any compromise, settlement, or
                  adjustment of any claim, debt, liability, obligation, or
                  judgment against any of the Lessors or any of their
                  Subsidiaries in respect of any pending or threatened action,
                  suit, or proceeding;

                           (v)      engage in any transaction with Licensee or
                  its Affiliates or Subsidiaries except in connection with
                  Licensee's performance of its obligations hereunder;

                           (vi)     increase the compensation of any employee of
                  any of the Lessors or enter into any employment, deferred
                  compensation, severance, consulting, non-competition, or other
                  similar agreement with any such employee which is inconsistent
                  with the Stations' usual and ordinary course of business
                  consistent with past practices;

                           (vii)    incur any indebtedness for borrowed money
                  affecting the FCC Licenses other than as permitted by each
                  credit agreement, indenture and financing arrangement to which
                  any of the Lessors are a party;

                           (viii)   eliminate or materially modify any of the
                  Lessors' employee benefit plan or program other than in
                  connection with the replacement of such employee benefit plan
                  or program with a comparable employee benefit plan or
                  arrangement;

                           (ix)     incur or make any capital expenditures in
                  excess of $25,000;

                           (x)      enter into any programming or affiliation
                  agreements, commitments or licenses that would be binding upon
                  the Lessors or their successors and assigns; or

                           (xi)     amend or modify the FCC Licenses.

                       ARTICLE 4 - COVENANTS OF LICENSEE

         4.1      COVENANTS OF LICENSEE.

                  (a)      Upon termination of this Lease, Licensee shall return
         to the Lessors as soon as practicable after the expiration or sooner
         termination of this Lease, all property of the Lessors or their
         respective Subsidiaries, as applicable, relating to the Stations,
         including all originals and all copies of documents, notes, computer
         discs, tapes, or other tangible information of any sort that Licensee
         has in its possession or under its custody or control that are the
         property of the Lessors or their respective Subsidiaries and will not
         retain any copies of such matter.


                                      -6-



                  (b)      Licensee shall hold, and shall use its commercially
         reasonable efforts to cause its officers, directors, employees,
         accountants, counsel, consultants, advisors, financial sources,
         financial institutions, and agents (the "REPRESENTATIVES") to hold, in
         confidence all confidential information concerning the Lessors and
         their respective Subsidiaries that is furnished or otherwise made
         available to Licensee or its Representatives in connection with the
         performance by Licensee of its obligations hereunder, except to the
         extent such information (i) was in the public domain through no fault
         of Licensee or its Representatives, or (ii) is required to be disclosed
         by law, rule or regulation or by judicial or administrative process or
         pursuant to the rules or regulations of any national stock exchange. If
         this Lease expires or is otherwise terminated, and to the extent
         commercially practicable, Licensee will destroy, and will use its
         commercially reasonable efforts to cause its Representatives to
         destroy, upon request of any of the Lessors, all documents and other
         materials, and all copies thereof, that were obtained by Licensee in
         connection with the performance of the services hereunder and that are
         subject to such confidence.

                  (c)      None of Licensee nor any of its Representatives shall
         at any time during or after the Term have or claim to have any right,
         title, or interest in any trade name, trademark, service mark, or
         copyright belonging to or used or to be used by the Lessors or any of
         their respective Subsidiaries. Each of the Lessors or their respective
         Subsidiaries, as the case may be, now has and retains, and hereafter
         may have and retain, the sole and exclusive right in any and all such
         trade names, trademarks, service marks, and copyrights.

                  (d)      The covenants contained in Sections 4.1(b), 4.1(c),
         and 4.1(d) shall (i) survive the expiration or sooner termination of
         the Term and shall continue to bind the parties hereto in accordance
         with the terms hereof, and (ii) be construed as covenants or agreements
         independent of any other provision of this Lease and the allegation or
         existence of any claim or cause of action of Licensee against the
         Lessors, whether predicated on this Lease or otherwise, shall not
         constitute a defense to the enforcement by the Lessors of such
         covenants.

                  (e)      In the event of any breach or threatened breach of
         any of Sections 4.1(a), 4.1(b), and 4.1(c), Lessors shall be entitled
         to request from a court of competent jurisdiction the entry of a
         temporary restraining order upon notice to Licensee, as well as the
         entry of a preliminary injunction and a permanent injunction. Such
         right to an injunction shall be in addition to and not in limitation of
         any other rights or remedies the Lessors may have for damages or
         otherwise.

                   ARTICLE 5 - REPRESENTATIONS AND WARRANTIES

         5.1      REPRESENTATIONS AND WARRANTIES BY EACH OF THE LESSORS. Each of
the Lessors, jointly and severally, makes the following representations and
warranties to Licensee, each of which is true and correct as of the date hereof.

                  (a)      Each of the Lessors is duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         organization. Each of the Lessors has the requisite power and authority
         to execute and deliver this Lease and all of the other agreements and
         instruments to be executed and delivered by such Lessors pursuant
         hereto, to consummate the transactions contemplated hereby and thereby
         and to comply with the terms hereof and thereof.

                  (b)      The execution, delivery and performance of this Lease
         has been duly authorized and approved by all necessary action of each
         of the Lessors and do not require any further authorization or consent
         of such Lessors. This Lease is a legal, valid and binding agreement of
         each of the Lessors enforceable in accordance with its respective
         terms, except in each case as


                                      -7-



         such enforceability may be limited by bankruptcy, moratorium,
         insolvency, reorganization or other similar laws affecting or limiting
         the enforcement of creditors' rights generally and except as such
         enforceability is subject to general principles of equity.

                  (c)      Neither the execution and delivery by any of the
         Lessors of this Lease nor the consummation by any of the Lessors of any
         of the transactions contemplated hereby or thereby nor compliance by
         any of the Lessors with or fulfillment by any of the Lessors of the
         terms, conditions and provisions hereof or thereof will conflict with
         the Certificate of Incorporation or Bylaws of any of the Lessors or any
         Applicable Laws to which any of the Lessors is subject or require the
         approval, consent, authorization or act of, or the making by any of the
         Lessors of any declaration, filing or registration with, any third
         party or any Governmental Authority or violate, conflict with, result
         in any breach of, or constitute a default (or an event which, with
         notice or lapse of time, or both, would become a default) under, give
         any Person (including any of the Lessors) any right of termination or
         cancellation, any right to assert any remedy with respect to, or the
         right to cause the acceleration of the maturity of, any contract or
         agreement to which any of the Lessors is a party or by which its
         property is bound or cause the loss of any rights, advantages or
         privileges under or relating to such property or assets.

                  (d)      There is no action, suit, proceeding or investigation
         pending or, to the knowledge of any of the Lessors, threatened against
         such Lessors which questions the validity of this Lease or the right of
         such Lessors to enter into it or to consummate the transactions
         contemplated hereby.

         5.2      REPRESENTATIONS AND WARRANTIES BY LICENSEE. Licensee makes the
following representations and warranties to the Lessors:

                  (a)      Licensee is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware.
         Licensee has the requisite power and authority to execute and deliver
         this Lease and all of the other agreements and instruments to be
         executed and delivered by Licensee pursuant hereto to consummate the
         transactions contemplated hereby and thereby and to comply with the
         terms, conditions and provisions hereof and thereof.

                  (b)      The execution, delivery and performance of this Lease
         has been duly authorized and approved by all necessary action of
         Licensee and do not require any further authorization or consent of
         Licensee. This Lease is a legal, valid and binding agreement of
         Licensee enforceable in accordance with its respective terms, except in
         each case as such enforceability may be limited by bankruptcy,
         moratorium, insolvency, reorganization or other similar laws affecting
         or limiting the enforcement of creditors' rights generally and except
         as such enforceability is subject to general principles of equity.

                  (c)      Neither the execution and delivery by Licensee of
         this Lease nor the consummation by Licensee of any of the transactions
         contemplated hereby or thereby nor compliance by Licensee with or
         fulfillment by Licensee of the terms, conditions and provisions hereof
         or thereof will conflict with the Certificate of Incorporation or
         Bylaws of Licensee or any Applicable Laws to which Licensee is subject
         or require the approval, consent, authorization or act of, or the
         making by Licensee of any declaration, filing or registration with, any
         third party or any Governmental Authority or violate, conflict with,
         result in any breach of, or constitute a default (or an event which,
         with notice or lapse of time, or both, would become a default) under,
         give any Person (including Licensee) any right of termination or
         cancellation, any right to assert any remedy with respect to, or the
         right to cause the acceleration of the maturity of, any contract


                                      -8-



         or agreement to which Licensee is a party or by which its property is
         bound or cause the loss of any rights, advantages or privileges under
         or relating to such property or assets.

                  (d)      There is no action, suit, proceeding or investigation
         pending or, to the knowledge of Licensee, threatened against Licensee
         which questions the validity of this Lease or the right of Licensee to
         enter into it or to consummate the transactions contemplated hereby.

         5.3      SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties of the Lessors and Licensee in this Lease shall
survive for a period of one year after the date of the termination of this
Lease.

                            ARTICLE 6 - TERMINATION

         6.1      TERMINATION OF LEASE. If not otherwise earlier terminated,
this Lease may be terminated upon the occurrence of any of the following:

                  (a)      by Licensee upon a material breach of this Lease by
         any of the Lessors, or by either of the Lessors upon a material breach
         of this Lease by Licensee, provided that such breach is not cured by
         the breaching party within thirty (30) days of written notice of such
         breach from the non-breaching party; or

                  (b)      the mutual, written consent of each of the parties
         hereto.

         6.2      EFFECT OF TERMINATION. Upon termination of this Lease in
accordance with Section 6.1, except for Section 4.1, this Section 6.2, and
Articles 7 and 8, which shall survive the termination of this Lease, this Lease
shall be null and void, and no party hereto or any of its officers, directors,
stockholders, employees, agents, consultants, or other Affiliates shall have any
rights, obligations or liabilities hereunder or in respect hereof; provided,
however, that nothing contained in this Section 6.2 shall relieve any party from
liability for any breach of any representation or warranty or failure to comply
with any covenant or agreement contained herein except in the case of a
termination under Section 6.1(b).

                          ARTICLE 7 - INDEMNIFICATION

         7.1      INDEMNIFICATION BY LICENSEE. Licensee will indemnify and hold
harmless the Lessors, their Affiliates and all officers, directors, employees,
stockholders, partners, members and agents of the Lessors and their Affiliates
(individually, a "LESSORS INDEMNITEE") from and against any and all claims,
demands, costs, damages, losses, liabilities, joint and several, expenses of any
nature (including reasonable attorneys', accountants' and experts' fees and
disbursements), judgments, fines, settlements and other amounts (collectively,
"DAMAGES") arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative (collectively,
"CLAIMS") in which a Lessors Indemnitee may be involved or threatened to be
involved, as a party or otherwise, arising out of (a) Licensee's gross
negligence or willful misconduct in the performance of its obligations under
this Lease and the operation of the Stations, (b) claims for libel, slander,
illegal competition or trade practice, infringement of trademarks, trade names,
or program titles, violation of rights of privacy, and infringement of
copyrights and proprietary rights resulting from Licensee's gross negligence or
willful misconduct in programming on the Stations, and (c) Licensee's conduct of
its obligations as the FCC licensee of the Stations which causes any impairment
of the FCC Licenses or the assignability thereof.

         7.2      INDEMNIFICATION BY LESSORS. Lessors will indemnify and hold
harmless Licensee, its Affiliates and all officers, directors, employees,
stockholders, partners, members and agents of the Licensee and its Affiliates
(individually, a "LICENSEE INDEMNITEE") from and against any and all


                                      -9-



Damages arising from any and all Claims in which a Licensee's Indemnitee may be
involved or threatened to be involved, as a party or otherwise, arising out of
Lessors' gross negligence or willful misconduct in the performance of their
obligations under this Lease.

         7.3      LIMITATION ON LIABILITY. Notwithstanding anything contained
herein to the contrary, no party shall be liable to another party for any
incidental, indirect, special, punitive, exemplary or consequential loss or
damages arising out of, or in connection with, indirect or consequential loss,
damage, cost or expense suffered or incurred by such other party as a result of
a breach of any representation or warranty made to such other party or a breach
of any covenant or agreement made by such party to such other party in this
Lease, whether such liability arises out of contract, tort (including
negligence), strict liability, stature or otherwise, and each party releases the
other parties from such liability.

                           ARTICLE 8 - MISCELLANEOUS

         8.1      ARBITRATION.

                  (a)      All disputes between the parties hereto relating to
         this Lease other than any disputes that seek injunctive or other
         equitable relief ("DISPUTES") shall be resolved by arbitration in
         accordance with this Article 8. This Lease to arbitrate as set forth in
         this Article 8 shall survive the termination of this Lease. All
         arbitration shall be conducted pursuant to the Commercial Arbitration
         Rules of the American Arbitration Association (the "ARBITRATION RULES")
         as then in force except as otherwise provided herein. The decision of
         the arbitrators shall be final and binding on the parties. All
         arbitration shall be undertaken pursuant to the Federal Arbitration
         Act, where applicable, and the decision of the arbitrators shall be
         enforceable in any court of competent jurisdiction pursuant to the
         Federal Arbitration Act.

                  (b)      To submit a Dispute to arbitration, the party seeking
         arbitration (the "CLAIMING PARTY") shall furnish the other party and
         the American Arbitration Association with a notice (the "ARBITRATION
         NOTICE") containing: (i) the name and address of such Claiming Party;
         (ii) a reasonably detailed description of the Dispute and the amount
         of, and basis for damages (or other requested relief) relating to or
         arising out of such Dispute; (iii) the Claiming Party's intent to
         commence arbitration proceedings under this Lease; and (iv) the other
         information required under the Federal Arbitration Act and the
         Arbitration Rules.

                  (c)      In any Dispute where a party seeks One Hundred
         Thousand Dollars ($100,000) or more in damages, three arbitrators shall
         be employed. Within ten (10) days after delivery of the Arbitration
         Notice, the Claiming Party and the other party shall jointly select
         three independent arbitrators from the list of the American Arbitration
         Association's National Panel of Commercial Arbitrators. If the parties
         cannot agree upon the panel of arbitrators within such 10-day period,
         the American Arbitration Association shall select a panel of three
         independent arbitrators from the list. If the Claiming Party seeks less
         than One Hundred Thousand Dollars ($100,000) in damages, one
         independent arbitrator shall be selected by the American Arbitration
         Association.

                  (d)      The costs and expenses of any arbitration proceeding,
         including the arbitrators' fees and expenses, shall be borne and may be
         specified in the arbitration award; provided, however, that if such
         arbitration award does not specify which party should bear any such
         cost or expense, such cost or expense shall be borne equally by the
         parties hereto. The arbitration proceedings shall take place in New
         York City, New York. In resolving all Disputes, the arbitrators shall
         apply the law of the State of New York without regard to the choice of
         law


                                      -10-



         provisions thereof. The arbitrators are by this Lease directed to
         conduct the arbitration hearing no later than two (2) months from the
         service of the Arbitration Notice unless good cause is shown
         establishing that the hearing cannot fairly and practically be so
         convened.

                  (e)      Parties shall be entitled to conduct document
         discovery by requesting production of documents. Responses or
         objections shall be served twenty (20) days after receipt of a request.
         The arbitrators shall resolve any discovery disputes by such
         pre-hearing conferences as may be needed. All parties agree that the
         arbitrators and any counsel of record to the proceeding shall have the
         power of subpoena process as provided by Applicable Law.

         8.2      NO PARTNERSHIP OR JOINT VENTURE. Nothing in this Lease shall
be construed as establishing a partnership or joint venture relationship by and
among Licensee and the Lessors.

         8.3      NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given when delivered personally or by
facsimile transmission (receipt confirmed telephonically), mailed by registered
or certified mail (postage prepaid, return receipt requested), or sent by
nationally recognized courier service to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):

                  If to Sunrise, to the independent members of Sunrise's Board
                  as constituted from time to time. Until notice is otherwise
                  provided by Sunrise to the contrary, such Board members are:

                                    Dr. William Cunningham
                                    University of Texas at Austin
                                    P.O. Box E
                                    Austin, Texas 78713
                                    Facsimile No.: 512-232-7541

                                    and

                                    William S. Banowsky, Jr.
                                    600 Congress Avenue, Suite 1400
                                    Austin, Texas 78701
                                    Facsimile No.: 512-340-7849

                  With a copy (which shall not constitute notice) to:

                                    Weil, Gotshal & Manges LLP
                                    100 Crescent Court, Suite 1300
                                    Dallas, TX 75201
                                    Attention: Jeffrey B. Hitt, Esq.
                                    Facsimile: 214-746-7777

                  If to STCB, to the independent members of STCB's Board as
                  constituted from time to time. Until notice is otherwise
                  provided by STCB to the contrary, such Board members are:


                                      -11-



                                    Dr. William Cunningham
                                    University of Texas at Austin
                                    P.O. Box E
                                    Austin, Texas 78713
                                    Facsimile No.: 512-232-7541

                                    and

                                    William S. Banowsky, Jr.
                                    600 Congress Avenue, Suite 1400
                                    Austin, Texas 78701
                                    Facsimile No.: 512-340-7849

                  With a copy (which shall not constitute notice) to:

                                    Weil, Gotshal & Manges LLP
                                    100 Crescent Court, Suite 1300
                                    Dallas, TX  75201
                                    Attention: Jeffrey B. Hitt, Esq.
                                    Facsimile No.: 214-746-7777

                  If to Licensee:

                                    Smith Television of North Dakota
                                    License Holdings, Inc.
                                    720 2nd Avenue South
                                    St. Petersburg, Florida  33701
                                    Attention: Robert N. Smith
                                    Facsimile No.: 727-821-8092

                  With a copy (which shall not constitute notice) to:

                                    Hogan & Hartson LLP
                                    8300 Greensboro Drive
                                    McLean, Virginia 22102
                                    Attention: Richard T. Horan, Jr., Esq.
                                    Facsimile: 703-610-6200

         8.4      BENEFIT AND BINDING EFFECT. No party hereto may assign this
Lease without the prior written consent of the other parties, except as provided
in the immediately following sentence. Licensee shall have the right to assign
this Lease without obtaining the consent of the other parties hereto if such
assignment is to a Subsidiary of Licensee, provided that such assignment shall
not relieve Licensee of any of its obligations under this Lease. This Lease
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

         8.5      GOVERNING LAW. This Lease shall be governed by the laws of the
State of New York (without giving effect to the principles of conflicts of law).

         8.6      ENTIRE AGREEMENT; AMENDMENTS. This Lease represents the entire
understanding and agreement between the Lessors and Licensee with respect to the
specific subject matter hereof. This Lease cannot be amended or modified except
by an agreement in writing which makes specific reference


                                      -12-



to this Lease and which is signed by the party against which enforcement of any
such amendment or modification is sought.

         8.7      FURTHER ASSURANCES. The parties shall take any actions and
execute any other documents that may be necessary or desirable to the
implementation and consummation of this Lease or that may be reasonably
requested by any other party hereto. Each party will cooperate with the other
parties and provide any assistance reasonably requested by any other party to
effectuate the terms of this Lease.

         8.8      SEVERABILITY. If any provision of this Lease or the
application thereof to any Person or circumstance shall be held invalid or
unenforceable to any extent by any court of competent jurisdiction, the
remainder of this Lease and the application of such provision to other persons
or circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by Applicable Law.

         8.9      COUNTERPARTS. This Lease may be signed in counterparts, each
of which shall be deemed to be an original but which, when taken together, shall
constitute one and the same instrument. Facsimile signature pages of this Lease
shall be valid and binding as original signatures and when the same are
delivered by each party to the other parties, such delivery shall be considered
an agreement of the respective parties to fully execute and deliver to one
another originally signed copies of this Lease.

         8.10     WAIVER. The waiver by the Lessors or Licensee of any breach of
any term, covenant or condition contained in this Lease shall not be deemed to
be a waiver of any subsequent breach of the same or any other term, covenant or
condition contained herein. No covenant, term or condition of this Lease shall
be deemed to have been waived by the Lessors or Licensee, unless such waiver is
in writing and is signed by the party against whom such waiver is asserted.

         8.11     TERMINATION OF MANAGEMENT SERVICES AGREEMENT. Upon the
execution and delivery of this Lease, the Management Services Agreement dated as
of January 7, 2002, by and among Sunrise, STCB, STC License Company and Smith
Broadcasting Group, Inc., shall immediately terminate.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -13-



         IN WITNESS WHEREOF, this Lease has been executed by the parties hereto
as of the date first above written.



SUNRISE TELEVISION CORP.



By: /s/ David A. Fitz
- -------------------------------------------
Name: David A. Fitz
Title: Executive Vice President and
       Chief Financial Officer



STC BROADCASTING, INC.



By: /s/ David A. Fitz
- -------------------------------------------
Name: David A. Fitz
Title: Executive Vice President and
       Chief Financial Officer



SMITH TELEVISION OF NORTH DAKOTA
  LICENSE HOLDINGS, INC.



By: /s/ Robert N. Smith
- -------------------------------------------
Name: Robert N. Smith
Title: President

Solely for the purposes of agreeing to be bound by the provisions of Section
8.11 of the Lease:



SMITH BROADCASTING GROUP, INC.



By: /s/ Robert N. Smith
- -------------------------------------------
Name: Robert N. Smith
Title: President



STC LICENSE COMPANY



By: /s/ David A. Fitz
- -------------------------------------------
Name: David A. Fitz
Title: Executive Vice President and
       Chief Financial Officer



                                    EXHIBIT A

                                List of Stations

KVLY-TV, Fargo, North Dakota

KFYR-TV, Bismarck, North Dakota

and the following three satellite stations of KFYR-TV:

KMOT-TV licensed to Minot, North Dakota

KUMV-TV licensed to Williston, North Dakota

KQCD-TV licensed to Dickinson, North Dakota