EXHIBIT 10.3 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment to Employment Agreement (the "Amendment") is made as of the ____ day of __________, 1999, by and between American Telecasting, Inc., a Delaware corporation (the "Company"), and...

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                                                                    EXHIBIT 10.3

                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT


         This Third Amendment to Employment Agreement (the "Amendment") is made
as of the ____ day of __________, 1999, by and between American Telecasting,
Inc., a Delaware corporation (the "Company"), and Xxxxx X. Xxxxxxx ("Employee").

         WHEREAS, the Company and the Employee have entered into an Employment
Agreement dated as of the 10th day of August, 1995, as amended by First
Amendment to Employment Agreement dated as of September 9, 1997 and by Second
Amendment to Employment Agreement dated as of October 7, 1998 (collectively the
"Employment Agreement"); and

         WHEREAS, the Company and the Employee wish to extend the term of the
Employment Agreement.

         NOW, THEREFORE, in consideration of the premises and mutual promises
set forth herein, the sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:

         1. Section 2 of the Employment Agreement is hereby amended in its
entirety to read as follows:

                  2. Term of Agreement. The term of this Agreement shall
                  commence on the date first written above (the "Effective
                  Date") and such term and the employment hereunder shall
                  continue, unless earlier terminated in accordance with the
                  terms of Paragraph 4, until the Expiration Date (the "Term of
                  Employment"). The Expiration Date shall be February 28, 2001,
                  subject to annual extensions as provided below. The Expiration
                  Date shall be automatically extended for additional one year
                  periods unless, at least one year before the then-effective
                  Expiration Date, either the Company or the Employee provides
                  written notice to the other that it intends to terminate this
                  Agreement on the then-effective Expiration Date.

         2. Except as set forth herein, the Employment Agreement remains in full
force and effect.

         IN WITNESS WHEREOF, the parties hereto have properly and duly executed
this Amendment as of the date first written above.


AMERICAN TELECASTING, INC.                        EMPLOYEE


By:
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    Xxxxxx X. Xxxxxxxxx                           Xxxxx X. Xxxxxxx
    President and Chief Executive Officer