LEASE

                                      LEASE


     THIS LEASE,  made as of this 1st day of  February,  1997,  between  XXXXXXX
BROADCASTING  HOLDINGS OF UTAH,  L.L.C., a Missouri limited  liability  company,
hereinafter  referred to as "Lessor",  and XXXXXXX  BROADCASTING COMPANY OF SALT
LAKE CITY, L.L.C., a Delaware limited liability company, hereinafter referred to
as "Lessee",

WITNESSETH THAT:


     Leased  Premises.  Lessor,  in consideration of the rentals reserved and of
the covenants and promises herein  contained to be kept and performed by Lessee,
does hereby  demise and lease unto Lessee,  and Lessee does hereby take and hire
from  Lessor,  space in a building  located in the County of Salt Lake,  Utah at
0000 Xxxxx Xxxxxxxx Xxxxxx,  Xxxxxx,  Xxxx, described as follows and hereinafter
referred to as the "Premises":


              "Lot 19, Interlake Industrial Park, according to the official plat
              thereof  recorded  in the  office  of the  recorder  of Salt  Lake
              County, Utah.

Said leased  premises are outlined on Exhibit A attached  hereto and hereinafter
for purposes of convenience  referred to as the "Leased Premises" and consist of
8,000 square feet. The Leased Premises  include the  non-exclusive  right to use
the parking lot, rest rooms and other common areas located on the Premises.

     Lessor  represents  and  warrants  to  Lessee  that  Lessor  has  valid and
marketable  fee simple  title to the  Premises  and full power and  authority to
enter into and carry out the terms of this Lease without any consents from third
parties.


1.    Term.  TO HAVE AND TO HOLD THE SAME,  with all the  privileges  and
appurtenances  pertaining thereto, for a term of 15 years commencing February 1,
1997, and expiring January 31, 2012.

     Providing  Lessee shall not be in default in any respect under the terms of
this Lease, subject to any applicable notice and cure periods, at the end of the
initial  term,  Lessee  shall  have the  option  to  extend  this  Lease for two
successive  renewal  terms of five  years each by giving  written  notice of the
exercise  of the  option  to  Lessor  no  later  than the  August 1  immediately
preceding  expiration  of the initial or renewal term in the manner  provided in
Section 20 of this Lease.


2.  Rental. Lessee covenants and agrees to pay, without demand, a yearly rental
of $54,000 which shall be payable in monthly installments of $4,500 on the first
day of each and every month for the period from February 1, 1997 through January
31, 2002.

     The annual rent shall be $63,540 payable in monthly  installments of $5,295
on the first day of each and every month in advance for the period from February
1, 2002 through January 31, 2007.




     The annual rent shall be $79,428 payable in monthly  installments of $6,619
on the first day of each and every month in advance for the period from February
1, 2007 through January 31, 2012.

     As a security deposit for rental payments and any other amounts due Lessor,
Lessee shall deposit with Lessee the sum of $4,500.


3.  Lessor's Obligations.  (a) As an inducement to enter into this Lease, it is
agreed  that  the  sole  obligation  of  the  Lessor,   except  as  clearly  and
unequivocally  otherwise  provided  herein,  shall be limited to assuring Lessee
quiet  enjoyment of the Leased  Premises and  maintaining the common elements on
the Premises.

     (b) Lessor at its cost shall make such  improvements  as are  necessary  to
make  the  exterior  of  the  building  (including  landscaping)  comparable  in
appearance  to the  exterior  of other  comparable  buildings  in the  immediate
vicinity.  Lessor shall also  undertake  such  replacement  or cleaning of floor
coverings,  painting  and  repairs  as are  reasonably  necessary  to place  the
premises in tenantable  condition or provide Lessee with a reasonable  allowance
for such purpose for that portion of the building  currently suitable for use as
offices.


4.  Taxes, Charges and Assessments.

     (a) Lessee  covenants to pay or cause to be paid,  in addition to all other
sums required to be paid by Lessee under the provisions of this Lease, all taxes
and charges  (on or before the date the same become due and  payable) on account
of Lessee's use,  occupancy or operation of the Leased  Premises,  including but
not limited to all sales,  use,  occupation  and personal  property  taxes,  all
permit and inspection fees,  occupation and license fees, and all water,  sewer,
storm water,  gas,  telephone,  electric  lights and power  charges  assessed or
charged on or against the Leased  Premises  and  Lessee's  pro rata share of all
such charges assessed or charged against the Premises as a whole.


     (b) Lessee  covenants to pay, in addition to all other sums  required to be
paid  by  Lessee  under  this  Lease  Lessee's  pro  rata  share  of all  taxes,
assessments and impositions,  general and special,  ordinary and extra-ordinary,
of every  name and kind,  which  shall be taxed or levied,  imposed or  assessed
during the ten-n of this Lease or any  renewal  thereof  upon all or any part of
the  Premises.  In  addition,  Lessee  shall  pay  its  pro  rata  share  of all
non-structural repairs to the Premises, all common area maintenance charges, and
Lessor's cost of insuring the Premises.

     At the termination of this Lease, or any renewal thereof, by lapse of time,
all general taxes  payable by Lessee under the  provisions of this section shall
be apportioned  between Lessor and Lessee for the year in which such termination
shall  occur  according  to that part of such year during  which the  respective
parties shall have been entitled to the possession of the Leased  Premises,  and
in addition  Lessee shall upon such  termination be released and discharged from
any obligation to pay installments of special assessments of every name and kind
failing  due after such  termination  of the term of this  lease or any  renewal
thereof.

                                       2



     (c) All pro rata  amounts  payable  by Lessee  under  this  Lease  shall be
payable in the proportion  that 8,000 square feet bears to 9,800 square feet and
shall be payable within 15 days after Lessor submits an invoice therefor. Lessor
shall upon request of Lessee provide  reasonable  documentation for such charges
provided that such charges shall become incontestable 45 days after invoicing.


     (d) If at any time during the term of this lease or any renewal  thereof an
income  tax is  assessed,  levied  or  imposed  by the  State  of Utah or by any
political or taxing subdivision thereof in which the premises are located,  upon
the income arising from the rents and other sums payable  hereunder which, is in
lieu of or acts as a substitute for a tax, assessment or imposition which Lessee
is required to pay under the  provisions of (b),  Lessee and not Lessor shall be
required, and Lessee hereby agrees, to pay the same; provided always that Lessee
shall not in any year be  obligated to pay any greater  amount  pursuant to this
section  (e) than would have been  payable by Lessor by way of such  substituted
income tax had the fixed rental payable by Lessee under (c) hereof been the sole
taxable income of Lessor for the year in question  against which Lessor had been
allowed the deductions,  credits or exemptions applicable solely to such limited
income.


5.  Liability and Casualty Insurance


     (a)  Lessee  shall at all times  during  the term of this Lease at its sole
cost and  expense and for the mutual  benefit of the Lessor and Lessee  maintain
general public liability  insurance  against claims for bodily injury,  death or
property  damage  occurring in, upon or about the Leased Premises or in, upon or
about adjoining streets,  sidewalks or premises adjacent to the Leased Premises,
such insurance to afford  protection to the limit of not less than $2,000,000 in
respect  of  injury  or death to any one  person,  to the limit of not less than
$5,000,000  in  respect  of any one  accident  and to the limit of not less than
$500,000 in respect of property damage.


     (b) Lessee shall at all times during the term of this Lease and at its sole
cost and expense keep Lessee's  property on the Leased Premises  insured against
loss or damage by fire, lightning,  windstorm,  water, flood, earthquake,  hail,
explosion,  riot,  riot  attending  a  strike,  civil  commotion,  war  loss  if
available,  damage from  aircraft and vehicles and smoke damage in an amount not
less than 100% of the full  insurable  value of the actual  replacement  cost of
such  property and Lessor shall have no  responsibility  therefor.  All policies
shall name Lessor as a coinsured with Lessee.


     (c) All insurance  provided for in Sections 5(a) and 5(b) shall be effected
with insurance  companies  approved by the parties,  which approval shall not be
unreasonably  withheld,  authorized  to do  business  in Utah  under  valid  and
enforceable  policies,  and such  policies  shall  name  Lessor  and  Lessee  as
insureds,  as their  respective  interests  may  appear.  All such  policies  of
insurance shall provide that such policy shall not be cancelled without at least
ten (10) days prior written notice to each insured named therein.


6.  Lessor's Right to Perform Lessee's  Covenants.  Lessee covenants and agrees
that if it  shall  at any  time  fail  to pay  any  tax,  charge  assessment  or
imposition in accordance with the provisions of Section 4, or shall fail to make
any other  payment or perform  any other act on the

                                       3


part of  Lessee  to be made or  performed,  then  Lessor  may (but  shall not be
obligated so to do),  without  further demand upon Lessee and without waiving or
releasing Lessee from any obligations of Lessee in this lease contained: (i) pay
any tax,  charge,  assessment  or imposition  payable by Lessee  pursuant to the
provisions of Section 4, or (ii) make any other payment or perform any other act
on Lessee's part to be made or performed as in this lease provided.  All sums so
paid by Lessor,  and all necessary  incidental  costs and expenses in connection
with the performance of any such act by Lessor,  together with interest  thereon
at the rate of four percent plus the prime rate of interest being charged at the
time by Nations Bank in St. Louis,  Missouri from the date of the making of such
expenditure by Lessor,  shall be deemed  additional  rent hereunder and shall be
payable  to Lessor on  demand,  or at the option of Lessor may be added to basic
rent due or thereafter  becoming due under this Lease,  and Lessee  covenants to
pay any such sum or sums with  interest as  aforesaid  and Lessor shall have (in
addition to any other right or remedy of Lessor) the same rights and remedies in
the event of the  non-payment  thereof  by Lessee as in the case of  default  by
Lessee in the payment of the fixed rental.


7.  Repairs and Maintenance of Premises.


     (a) Lessee covenants throughout the term of this lease at its sole cost and
expense, to maintain,  and at the expiration of the term hereof, to yield up, in
good and tenantable repair, normal wear and tear excepted,  order and condition,
the Leased  Premises and any  improvements  or  alterations  at any time erected
thereon at Lessee's own cost and  expense,  to make all  nonstructural  repairs,
interior and  exterior.  When used in this  section,  the term  "repairs"  shall
include replacements, alternations or renewals when necessary to keep the Leased
Premises  in  good  condition  and in  compliance  with  any  legal  requirement
affecting the Leased Premises.


     (b) All  property  of any  kind  which  may be on the  Premises  or  Leased
Premises (whether  belonging to the Lessee or to third persons,  shall be at the
sole risk of Lessee or those  claiming by,  through or under Lessee,  and Lessor
shall not be liable to Lessee  for any  injury,  loss or damage to any person or
property on the  Premises or Leased  Premises in any event,  provided,  however,
Lessor  and its  successors  in  title  shall  not  hereby  be  relieved  of the
responsibility  to any person whose property may be damaged as a result of their
negligent or willful acts.


8.  Compliance with Orders, Ordinances, Etc.


     (a) Lessee  covenants  throughout the term of this Lease,  at Lessee's sole
cost and  expense,  promptly to comply with all  statutes,  codes,  laws,  acts,
ordinances,   orders,  judgments,  decrees,  injunctions,   rules,  regulations,
permits, licenses, authorizations,  directions, and requirements of all federal,
state,  county,  municipal  and  other  governments,  departments,  commissions,
boards,  companies or associations insuring the premises,  courts,  authorities,
officials and officers, foreseen or unforeseen, ordinary or extraordinary, which
now or at any time  hereafter may be  applicable  to the Leased  Premises or any
part thereof,  or any use,  manner of use or condition of the Leased Premises or
any part thereof,  even though the foregoing may, by their terms, be directed to
Lessor.  Lessee shall likewise  observe and comply with the  requirements of all
policies of public  liability,  fire and all other  policies of insurance at any
time in force with respect to the Premises and the  improvements  and  equipment
thereon.

                                       4



     (b)  Lessee  shall  have  the  right  to  contest  by   appropriate   legal
proceedings, in the name of Lessee or Lessor or both but without cost or expense
to Lessor,  the validity of any  statute,  code,  law,  act,  ordinance,  order,
judgment, decree, injunction, rule, regulation,  direction or requirement of the
nature herein referred to, and if by the terms thereof compliance  therewith may
legally be held in  abeyance  without  the  incurrence  of any lien  against the
premises  or  Lessee's  leasehold  interest  hereunder  for failure so to comply
therewith,   Lessee  may   postpone   compliance   therewith   until  the  final
determination of the proceedings  including any appeals,  provided that all such
proceedings  shall be prosecuted  with all due diligence and dispatch and if any
lien against the premises is incurred by reason ' of non-compliance,  Lessee may
nevertheless  make the contest  aforesaid  and delay  compliance  as  aforesaid,
provided that Lessee,  if so requested by Lessor,  furnishes to Lessor  security
reasonably  satisfactory  to Lessor  against any loss by reason of such lien and
prosecutes the contest aforesaid with due diligence and dispatch,  and satisfies
the same before any foreclosure thereof.


9.   Work  Performed  by  Lessee.  With  respect to any  repairs,  construction,
restoration,  replacement or  alterations  performed upon the premises by Lessee
during the term  hereof,  in  accordance  with or as required by any  provisions
hereof, Lessee agrees that:


     (a) No work in connection  therewith shall be undertaken until Lessee shall
have  procured  and paid for, so far as the same may be  required,  from time to
time, all municipal and other  governmental  permits and  authorizations  of the
various municipal departments and governmental subdivisions having jurisdiction,
and Lessor agrees to join in the application for such permits or  authorizations
whenever such action is necessary; and


     (b) All work in connection therewith shall be done promptly and in good and
workmanlike  manner and in  compliance  with the building and zoning laws of the
municipality or other governmental subdivision wherein the premises are situated
and with all laws,  ordinances,  orders, rules,  regulations and requirements of
all  federal,  state and  municipal  governments  and  appropriate  departments,
commissions,  boards and officers  thereof,  and in accordance  with the orders,
rules and regulations of any company or association  insuring the premises;  and
the work  shall be  prosecuted  with  reasonable  dispatch,  unavoidable  delays
excepted.


10.  Mechanics' Liens. Lessee shall not suffer or permit any mechanics' liens to
be filed  against the fee of the  Premises  nor  against the Leased  Premises by
reason of work,  labor,  services or materials  supplied or claimed to have been
supplied to Lessee or anyone holding the Premises or Leased Premises or any part
thereof through or under Lessee;  provided,  however, that Lessee shall have the
right to contest the  validity  or the amount of any such lien or claimed  lien,
provided that Lessee shall not permit any sale, foreclosure or forfeiture of the
premises by reason of nonpayment of the lien. On final determination of the lien
or claim for lien,  Lessee shall  immediately pay any judgment rendered with all
proper costs and charges and shall have the lien released or judgment  satisfied
at Lessee's own expense.  If any such lien shall ripen into a judgment which has
become  final,  Lessor at its  option may pay any such  final  judgment  and any
amount so paid by Lessor on account of any such judgment  with interest  thereon
at the rate of four percent plus the prime rate of interest being charged at the
time by Nations Bank in St. 

                                       5


Louis, Missouri per annum from the date of payment, shall be repaid by Lessee to
Lessor on demand and if unpaid may be treated as additional  rent as provided in
Section 6 hereof.


11.  Alterations. Lessee shall have the right from time to time at its sole cost
and expense to make additions, alterations and changes (hereinafter collectively
referred to as "alterations") in or to the Leased Premises, subject, however, in
all cases to the following:


     (a) The conditions  under which the alterations are to be performed and the
method of proceeding  with and  performing the same shall be governed by all the
provisions of Section 9 hereof.


     (b) No  alterations  of any kind which  would  impair  the market  value or
usefulness  of the  Premises or Leased  Premises  for the purposes for which the
same  arepresently  being  used  shall be made  without  in each  case the prior
written consent of Lessor (which consent shall not be unreasonably withheld).


     (c) No building or buildings  now or  hereafter  located on the Premises or
Leased Premises shall be demolished or removed and no substantial  change in the
structural  character  thereof  shall be made  without  in each  case the  prior
written consent of Lessor (which consent shall not be unreasonably withheld).


     (d) No alterations involving an estimated cost of more than $5,000 shall be
undertaken  unless the plans and  specifications  therefor are  submitted to and
approved  in  writing  by  Lessor  (which  approval  shall  not be  unreasonably
withheld).


12.  Use  of the Leased  Premises.  The Leased  Premises  shall be used only and
exclusively for the operation of a television studio and  administrative  office
purposes  without the written  consent of Lessor.  The Leased  Premises shall be
occupied a minimum of eight hours per day, five days per week.  The Lessee shall
not use or suffer nor permit any person to use the  premises or any part thereof
for any  purpose or use in  violation  of the laws of the  United  States or the
State of Utah or any political subdivision thereof,  including without limit the
County of Salt Lake and the town of  Murray,  nor for any  immoral  or  unlawful
purposes  whatsoever.  Lessee's  use of the Leased  Premises  shall at all times
comply with all federal,  state and local laws relating to the  environment  and
any regulations or policies  adopted pursuant to such laws, and Lessee shall not
generate,  use or store,  or  permit  the  generation,  use or  storage,  on the
Premises of any hazardous or toxic  substance or material,  provided that Lessee
may store and use  customary  and  ordinary  cleaning  materials  in  reasonable
amounts in accordance with normal and customary cleaning procedures.

     Lessee  hereby  agrees to indemnify  Lessor and save him harmless  from and
against any and all  liability,  penalties,  damages,  expense,  and  judgments,
whatsoever, on account of Lessee's use and occupancy of the Leased Premises.

     Lessee shall not commit any waste, damage or any injury of or to the Leased
Premises  or any part  thereof  and shall take all  reasonable  precautions  and
actions to prevent others from committing any of the foregoing.

                                       6



13.  Rent  Absolute.  Lessee  shall bear all risk of damage to the extent of the
full  insurable  replacement  value,  fixed as provided in  paragraph  5(b),  or
destruction of the whole or any part of the Leased Premises,  including  without
limitation, any loss, complete or partial, or interruption in the use, occupancy
or operation of the Leased Premises, or any matter of thing which for any reason
interferes  with,  prevents,  or renders  burdensome the use of occupancy of the
Leased Premises or the compliance by Lessee with any of the terms of this lease.
The assumption of such risks by Lessee and the obligation and covenant of Lessee
nevertheless  to pay all the rentals herein  provided for,  (subject only to the
exceptions hereinafter set forth) and to perform each and all of the other terms
and conditions of this lease, constitutes a valuable consideration to Lessor for
this lease.

     Lessee  acknowledges  that it has  examined  the  Premises  and the  Leased
Premises herein  described and any and all  improvements  or structures  thereon
prior to making of this Lease and knows the conditions thereof,  and accepts the
same in said condition,  and that no representations as to the condition thereof
have been  made by  Lessor or  representatives  of  Lessor,  and that  Lessee in
entering into this lease, is relying solely upon its own examination thereof.


14.  Eminent  Domain.  In the event that the Leased Premises are wholly taken or
condemned  for public  purposes  by public  authorities  then this  Lease  shall
terminate  on the date title  passes and both Lessor and Lessee are  released of
all of their obligations hereunder including the obligation to pay any rent from
and after the date when the condemning authority takes possession.

     In the event of a partial  taking or  condemnation  of the Premises for the
widening or relocation of public roads or highways adjacent to the Premises that
does not affect any parking  spaces or the building,  this Lease shall  continue
without any rent adjustment.

     In the event of a partial  taking or  condemnation  for public  purposes of
parking spaces or a portion of the building and in the event that the portion of
the Premises  remaining after such taking is adequate for the reasonable conduct
of Lessee's business as the same was conducted  immediately  before such taking,
then Lessee shall continue occupancy of the remainder of the Leased Premises but
the rent due and payable by the Lessee  shall be adjusted  for the  remainder of
the  term.  In the  event  Lessor  and  Lessee  cannot  agree  on an  adjustment
satisfactory to each, the parties agree that each shall employ a commercial real
estate  appraiser  licensed  as may  be  required  by  the  State  of  Utah  and
experienced  in office  rental rates in Salt Lake County,  Utah to determine the
annual fair market  rental value of the  remaining  Leased  Premises on the same
terms as contained  herein.  If the highest  appraisal  shall be no greater than
twenty  percent more than the lowest,  the two shall be averaged and the average
of the two shall be the fair market value. If the highest appraisal is more than
twenty  percent  higher than the lower,  then the two  appraisers  will select a
third appraiser at the joint cost of the parties, who shall determine the annual
fair market rental  value,  and send a written  appraisal  report to all parties
within  twenty-one  days after  notification  of his selection.  The annual fair
market rental value shall then be the average of the three separate appraisals.

               In the event of either a partial or total taking or  condemnation
as described above, the entire proceeds of condemnation shall be paid to Lessor,
and Lessee  shall have no claim  against

                                       7



Lessor for the value of any  unexpired  leasehold  estate or for any property of
Lessee taken,  except personal property of Lessee which Lessee is prevented from
removing from the Premises.


15.  Indemnification  of Lessor.  Lessee  agrees to indemnify  and save harmless
Lessor and the premises against any and all losses,  injuries,  claims,  demands
and expenses,  including  legal  expenses,  of whatsoever kind and nature and by
whomsoever made arising from or in any manner directly or indirectly growing out
of (a) the use and  occupancy or non-use of the  Premises or Leased  Premises or
any  equipment or facilities  thereon or used in connection  therewith by anyone
whomsoever,   (b)  any   repairs,   construction,   restoration,   replacements,
alterations, remodeling on or to the Leased Premises or any part thereof, or any
equipment  or  facilities  therein or thereon,  (c) the  condition of the Leased
Premises and any equipment or facilities at any time located  thereon or used in
connection therewith, and (d) any acts or omissions of Lessor other than willful
acts or omissions.


16.  Damage or Destruction.  If the Leased Premises shall, with or without fault
of Lessor,  be totally or partially  destroyed or damaged so as to substantially
disrupt Lessee's business,  this Lease shall remain in force and effect,  except
that Lessee's  obligation to pay rent shall cease at the time of such disruption
and not resume  again  until such time as Lessee  can  resume  business  without
substantial  disruption.  Within 30 days after any damage or  destruction to the
Leased Premises that  substantially  disrupts  Lessee's  business,  Lessor shall
notify Lessee  whether it intends to  reconstruct,  repair or replace the Leased
Premises.  If Lessor  elects not to  reconstruct,  repair or replace the I-eased
Premises,  this Lease shall  terminate  upon the giving of such  notice  without
further  liability to either party. If Lessor elects to  reconstruct,  repair or
replace the Leased  Premises,  Lessor shall  reconstruct,  repair or replace the
Leased Premises  within 90 days after notice to Lessee of such election  putting
the Leased  Premises  in such  condition  as will  comply with all terms of this
Lease,  provided that in no event shall Lessor be responsible or any delay which
may result from governmental regulations, inability to obtain labor or materials
or any other cause beyond Lessor's reasonable control.


17.  Default.


     (a) If one or more of the following events (herein sometimes called "events
of default") shall happen and be continuing:


          (1)  If Lessee  defaults in the payment of any of the rentals or other
               charges  provided to be paid  hereunder  and such  default  shall
               continue for five days after notice of such non-payment by Lessor
               to Lessee;


          (2)  If Lessee  defaults in the observance or performance of any other
               covenant,  condition,  agreement or provision  hereof  unless (i)
               such default is remedied  within thirty days after notice thereof
               from Lessor to Lessee or (ii) all reasonable and necessary  steps
               to remedy the default are taken within such thirty day period and
               the default in fact remedied within six months after such notice;
               or

                                       8


          (3)  If Lessee admits insolvency or bankruptcy or its inability to pay
               its  debts as they may  mature,  or makes an  assignment  for the
               benefit of credits or applies for or consents to the  appointment
               of a trustee or receiver for Lessee, or for the major part of its
               property;


          (4)  If a trustee or receiver is appointed for Lessee or for the major
               part of its  property  and is not  discharged  within  sixty days
               after such appointment;


          (5)  If  bankruptcy,   reorganization,   arrangements,  insolvency  or
               liquidation  proceedings,  or other  proceedings for relief under
               any bankruptcy law or similar law for the relief of debtors,  are
               instituted by or against Lessee, and if instituted against Lessee
               are  allowed  against  Lessee  or are  consented  to or  are  not
               dismissed,  stayed or otherwise nullified within sixty days after
               such institution:

then in any such case,  Lessor may at its option exercise any one or more of the
following remedies:


                    (i)  Lessor  may  terminate  this  lease by giving to Lessee
               notice of Lessor's intention to do so, in which event the term of
               this lease or any renewal thereof shall end, and all right, title
               and interest of Lessee  hereunder shall expire on the date stated
               in such  notice,  which shall not be less than ten days after the
               date of the notice by Lessor of its intention so to terminate;


                    (ii) Lessor may  terminate the right of Lessee to possession
               of the premises by giving notice to Lessee that Lessee's right of
               possession  shall end on the date  stated in such  notice,  which
               shall  not be less  than ten days  from the date of such  notice,
               whereupon  the right of Lessee to the  possession of the premises
               or any  part  thereof  shall  cease on the  date  stated  in such
               notice;


                    (iii)  Lessor may enforce the  provisions  of this Lease and
               may enforce and protect the right of Lessor  hereunder  by a suit
               or suits in equity or at law for the specific  performance of any
               covenant or agreement  contained herein or for the enforcement of
               any other appropriate legal or equitable remedy.


     (b)  If  Lessor   exercises   either  of  the  remedies   provided  for  in
sub-paragraph  (i) or (ii) of  Section  17(a),  Lessor  may  then or at any time
thereafter  re-enter and take  complete and  peaceful  possession  of the Leased
Premises,  with or without process of law, and may remove all persons therefrom,
and Lessee  covenants in any such event  peacefully  and quietly to yield up and
surrender the Leased Premises to Lessor.


     (c)  If  Lessor   terminates   the  right  of  possession  as  provided  in
sub-paragraph (ii) of Section 17(a), Lessor may re-enter the Leased Premises and
take  possession of all thereof

                                       9


(including any and all equipment and apparatus thereon),  may remove any portion
of the equipment,  machinery or apparatus  thereon which Lessor elects so to do,
and may sublet or relet the  premises or any part  thereof from time to time for
all or any part of the unexpired  part of the then term hereof,  or for a longer
period, and Lessor may collect the rents from such reletting or subletting,  and
apply the same,  first to the payment of the expense of re-entry and  reletting,
and secondly to the fixed rentals here in provided to be paid by Lessee,  and in
the event that the proceeds of such re-letting or sub-letting are not sufficient
to pay in full the foregoing,  Lessee shall remain and be liable  therefor,  and
Lessee promises and agrees to pay the amount of any such deficiency from time to
time and Lessor may at any time and from time to time xxx and  recover  judgment
for any such deficiency or deficiencies.


     (d) Lessee  hereby  grants to Lessor,  and Lessor  shall have, a landlord's
lien on Lessee's furniture, fixtures and equipment (or in the case of such items
leased by Lessee,  on Lessee's  interest  in the same) to secure  payment of all
amounts due hereunder. Unless Lessor waives its lien in writing, Lessor shall be
entitled to possession, foreclosure, sale and all other remedies provided by law
in  connection  with  such  lien.  However,  in  furtherance  of such  rights or
following  waiver of those  rights,  Lessee  may  require  Lessee to remove  its
furniture,  fixtures and equipment within thirty days after  termination of this
Lease.  Furniture,  fixtures  and  equipment  not so  removed  shall  be  deemed
abandoned and shall become the property of Lessor.


18.  Termination.  In the event of the  termination  of this  Lease by Lessor as
provided for by sub-paragraph (i) of Section 17(a),  Lessor shall be entitled to
recover from Lessee all the fixed  rentals  accrued and unpaid for the period up
to and including such termination date, as well as all other additional  rentals
and other sums payable by Lessee, or for which Lessee is liable or in respect of
which Lessee under any of the provisions  hereof has agreed to indemnify Lessor,
which may be then owing and unpaid, and all costs and expenses,  including court
costs and actual  attorneys'  fees incurred by Lessor in the  enforcement of his
rights and  remedies  hereunder  and in  addition  Lessor  shall be  entitled to
recover as damages  actual  reasonable  attorneys'  fees and court costs,  which
Lessor shall have  sustained by reason of the breach of any of the  covenants of
this lease other than for the payment of rent.


19.  Inspection  of Premises by Lessor.  Lessee  agrees to permit Lessor and the
authorized  representatives  of Lessor to enter the  premises at all  reasonable
times  during  the  usual  business  hours  (or at any  time  in the  case of an
emergency)  for the purpose of (i)  inspecting the same (such right of entry and
inspection  to extend to the  holder of any  mortgage  on the  promises  and the
authorized representatives of such holder), or (ii) making any necessary repairs
to the Premises and  performing any work therein that may be necessary by reason
of Lessee's default under the terms of this Lease.


20. Notices.  All notices  provided for herein shall be in writing and shall be
determined  to have  been  given  (unless  otherwise  required  by the  specific
provisions  hereof in respect of any matter) when  delivered  personally or when
deposited in the United States mail, certified mail with return receipt, postage
prepaid, addressed as follows:

                                       10


          If to Lessor:              0000 X. Xxxxxxxxxxxx, Xxxxx 000
                                     Xx. Xxxxx, Xxxxxxxx 00000
                                     Attn:  Xxxxxxx X. Xxxxxxx

          If to Lessee:              0000 X. Xxxxxxxxxxxx, Xxxxx 000
                                     Xx. Xxxxx, Xxxxxxxx 00000
                                     Attn: Xxxxxx X. Xxxxxxx

or to Lessor and Lessee at such other  address as such of them may  designate by
notice duly given in accordance with this section to the other party.


21.  Cumulative  Remedies - No Waiver.  The specific remedies to which Lessor or
Lessee  may  resort  under the terms of this  Lease are  cumulative  and are not
intended  to be  exclusive,  of any other  remedies or means of redress to which
they may be  lawfully  entitled  in case of any breach or  threatened  breach by
either of them of any  provision of this Lease.  The failure of Lessor to insist
in any one or more cases upon the strict  performance of any of the covenants of
this Lease, or to exercise any option herein  contained,  shall not be construed
as a waiver of relinquishment  for the future of such covenant or option. One or
more  waivers of any  covenant or agreement or condition by the Lessor or Lessee
shall  not be  construed  as a waiver of a future  breach of the same  covenant,
agreement or condition. A receipt by Lessor of rent with knowledge of the breach
of any  covenant  hereof  shall  not be  deemed a waiver  of any such  future or
continuing  breach, and no waiver,  change,  modification or discharge by either
party hereto of any provision in this Lease shall be deemed to have been made or
shall be  effective  unless  expressed  in writing and signed by both Lessor and
Lessee.


22.  Fixtures. All improvements,  replacements, alterations, and additions which
may be erected or made at any time upon the Leased  Premises  during the initial
term  or any  renewal  term  shall  become  a  part  of the  premises  and  upon
termination  of this lease shall  remain the  property  of Lessor  except to the
extent otherwise  provided for in any consent or consents delivered to Lessee by
Lessor, which consent or consents shall not be unreasonably withheld;  provided,
however,  that upon  termination of this Lease (except for termination by reason
of  default  of Lessee as  hereinbefore  provided),  Lessee at its sole cost may
remove  from  the  Leased  Premises  all  personal  property,   trade  fixtures,
equipment,  furniture,  furnishings  and  consumable  supplies  not  paid for by
Lessor,  which have been or may  hereafter  be placed upon the Leased  Premises,
whether or not affixed or annexed,  unless the removal  thereof  would result in
substantial damage to the premises.  Any damage caused to the Premises or Leased
Premises by the removal of such  property  shall be restored at the sole expense
of Lessee.

     Lessor  acknowledges  that  Lessee may  finance  the  purchase  of Lessee's
equipment  installed on the Leased Premises and Lessor agrees to subordinate any
liens it may have to Lessee's  equipment  lenders,  provided  that such  lenders
agree  to  indemnify  and  hold  Lessor  harmless  from and  against  any  loss,
liability, cost or expense resulting from removal of Lessee's equipment from the
Premises  or Leased  Premises  or other  exercise  of such  lenders'  rights and
further agree that any removal of Lessee's equipment from the Premises or Leased
Premises  shall be  performed by qualified  personnel in  accordance  with sound
engineering practices.

                                       11



23.  Holding  Over.  If Lessee  shall hold over or remain in  possession  of the
Leased  Premises  after the  expiration  of the initial term or any extension or
renewal thereof without the execution and delivery by Lessor and Lessee of a new
written lease,  shall create a tenancy from month to month only and Lessee shall
pay double the then rental  amount plus damages  sustained by Lessor as a result
of the holdover until Lessee surrenders possession or is removed from the Leased
Premises.


24.  Assignment,  Subletting  by Lessee.  This Lease may be  assigned by Lessor.
Lessee  shall not allow or permit any  transfer  of this  Lease or any  interest
hereunder by operation of law, or assign, convey,  mortgage,  pledge or encumber
this Lease or any  interest  hereunder,  or permit the use or  occupancy  of the
Leased Premises, or any part thereof, by anyone other than Lessee, or sublet the
Leased Premises  without,  in each case,  Lessor's written consent first had and
obtained, which consent shall not be unreasonably withheld or delayed.


25.  Miscellaneous.


     (a) The captions of this Lease are for  convenience  only and are not to be
construed  as part of this  Lease and  shall not be  construed  as  defining  or
limiting in any way the scope or intent of the provisions hereof.


     (b) If any term or  provision  of this  Lease  shall to any  extent be held
invalid or unenforceable, the remaining terms and provisions of this Lease shall
not be  affected  thereby,  but each term and  provision  of this Lease shall be
valid and be enforced to the fullest extent permitted by law.


     (c) All  covenants,  agreements and conditions  herein  contained  shall be
binding upon and inure to the benefit of Lessor and Lessee and their  respective
successors  and  permitted  assigns and the same shall be construed as covenants
running with the land.


     (d) Wherever in this Lease the term  "mortgage" or words of similar  import
appear,  they shall be  construed as meaning any mortgage on the premises or any
part thereof.


     (e) This Lease may be executed in several counterparts, each of which shall
constitute an original but all together only one lease.


26.  Subordination  to Mortgage. On condition that any mortgagee of the Premises
shall  recognize  and accept  Lessee as a tenant under this Lease so long as the
Lessee is not in default, this Lease, at the election of the mortgagee, shall be
subject and  subordinate  in all respects to any mortgage which may be hereafter
placed on the real property of which the Leased Premises form a part and to each
advance made or hereafter to be made, or both,  under any such mortgage,  and to
any renewals, modifications,  consolidations, replacements of extensions thereof
and also substitutions  therefor.  This paragraph shall be self operative and no
further instrument of subordination shall be required.

                                       12


     IN WITNESS  WHEREOF,  Lessor and Lessee have caused this  instrument  to be
executed on the day and year first above written.

                               LESSOR:


                               XXXXXXX BROADCASTING HOLDINGS OF UTAH, L.L.C.



                               By: /s/Xxxxxx X. Xxxxxxx
                                   ------------------------------------

                              LESSEE:


                              XXXXXXX BROADCASTING COMPANY OF SALT LAKE, L.L.C.


                              By: /s/Xxxxxxx X. Xxxxxxx
                                  --------------------------------------



     Exhibit A - Production  Office Facility has been omitted  intentionally  by
the Registrants.

     A copy of this  omitted  Exhibit  will be  provided to the  Securities  and
Exchange Commission upon request