FIRST MODIFICATION TO AGREEMENT OF LEASE (With Owner Consent)

                               FIRST MODIFICATION
                              TO AGREEMENT OF LEASE
                              (With Owner Consent)

     THIS  AGREEMENT  is made and entered  into by and  between XXX X.  XXXXXXX,
d/b/a/  TENNESSEE  VALLEY  COMMUNICATIONS  ("Lessor")  and CROSSVILLE TV LIMITED
PARTNERSHIP  ("Lessee").


     WITNESSETH:  THAT, WHEREAS,  the parties hereto are parties to that certain
Agreement  of Lease  dated  March  20,  1997,  and to which  Agreement  of Lease
specific reference is hereby made; 

     AND,  WHEREAS,  the parties now desire to amend the  Agreement  of Lease as
hereinafter  set  forth,  otherwise  to  remain  in full  force  and  effect  as
originally executed. 

     NOW, THEREFORE,  for and in consideration of the sum of One Dollar ($1.00),
and other good valuable considerations, the receipt and sufficiency of which are
hereby  acknowledged,  the parties  hereto do hereby agree that the Agreement of
Lease shall by amended,  so as to ad the  following  language  to  paragraph  10
thereof:

          "Notwithstanding  any other  provision of this  Agreement of
          Lease which may be to the  contrary,  the parties agree that
          Lessee  shall have the full  responsibility  for any and all
          damage or loss of any  nature on or to the  property  Lessor
          (or others in possession  through  Lessor)  caused by any of
          Lessee's  equipment,  including but not limited to damage or
          loss from the  falling of the tower,  within a radius of 790
          feet from the base of the tower."

     IN WITNESS  WHEREOF,  the parties have executed this First  Modification to
Agreement of Lease on this the 23rd day of May, 1997.


                                    LESSOR:


                                    /s/Xxx X. Xxxxxxx
_______________________________     ____________________________________
         WITNESS                    XXX X. XXXXXXX, d/b/a
                                    TENNESSEE VALLEY COMMUNICATIONS

 
                                    LESSEE:

 
                                    CROSSVILLE TV LIMITED PARTNERSHIP
                                    By C.W. TV, Inc., General Partner



/s/Witness                          By /s/Xxxxxxx X. Xxxxxx
_______________________________     ____________________________________
         WITNESS                           XXXXXXX X. XXXXXX, PRESIDENT


/s/Witness                     
________________________________
         WITNESS


STATE OF TENNESSEE                  Section
                                    Section
COUNTY OF Xxxxxxxx                  Section

     Personally  appeared before me, Xxxx X. Xxxxxxx, a duly commissioned Notary
Public in and for the State and County aforesaid, XXX X. XXXXXXX d/b/a Tennessee
Valley Communications with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained.

         Witness my hand at office this the 23rd day of May, 1997.

                                    /s/ Xxxx X. Xxxxxxx                   
                                    ________________________________________
                                    Notary Public

My Commission Expires: 2-25-98








                                     CONSENT

     THE UNDERSIGNED  OWNER,  having consented to the Agreement of Lease between
XXX X. XXXXXXX, d/b/a Tennessee Valley Communications, and CROSSVILLE TV LIMITED
PARTNERSHIP, dated March 20, 1997, and which Consent Agreement is likewise dated
March  20,  1997,  does  hereby  agree  and  consent  to the  terms of the First
Modification to the Agreement of Lease, to which this Consent is attached.

     DATED this 11th day of June, 1997.

                                             THE COAL CREEK MINING &
                                             MANUFACTURING COMPANY

                                             By: /s/ Xxxxx Whieke               
                                                 __________________________
                                             Title: General Manager

STATE OF TENNESSEE                  Section
                                    Section
COUNTY OF Xxxxxxxx                  Section

 
     Personally  appeared before me, Xxxx X. Xxxxxxx, a duly commissioned Notary
Public in and for the State and County aforesaid,  Xxxxx Whieke,  with whom I am
personally  acquainted,  and who  acknowledged  that __he  executed  the  within
instrument for the purposes therein contained, and who further acknowledged that
__he is the General Manager for the Maker, THE COAL CREEK MINING & MANUFACTURING
COMPANY, or a constituent of the Maker, and is authorized by the Maker or by its
constituent,  the  constituent  being  authorized  by the Maker,  to execute the
foregoing instrument on behalf of the Maker.

         Witness my hand at office this the 11th day of June, 1997.

                                                /s/ Xxxx X. Xxxxxxx
                                                ______________________________
                                                Notary Public

My Commission Expires: 0-00-00





XXXXX XX XXXXXXX                    Xxxxxxx
                                    Xxxxxxx
XXXXXX OF Xxxx                      Section

 
     Personally  appeared  before me,  Xxxxxxxx X. Xxxxxx,  a duly  commissioned
Notary Public in and for the State and County aforesaid, XXXXXXX X. XXXXXX, with
whom I am  personally  acquainted,  and who  acknowledged  that she executed the
within  instrument  for  the  purposes  therein   contained,   and  who  further
acknowledged  that she is the PRESIDENT of C.W. TV, INC., the general partner of
the Maker, CROSSVILLE TV LIMITED PARTNERSHIP, or a constituent of the Maker, and
is  authorized  by  the  Maker  or by its  constituent,  the  constituent  being
authorized by the Maker,  to execute the  foregoing  instrument on behalf of the
Maker.

         Witness my hand at office this the 29th day of July, 1997.

                                            /s/ Xxxxxxxx X. Xxxxxx
                                            __________________________________
                                            Notary Public


My Commission Expires:     Xxxxxxxx X. Xxxxxx
                           My Commission # CC460029 Expires 
                           July 13, 1999
                           Bonded Thru Xxxx Xxxx Insurance, Inc.