1.

DMA/Call Letters:   Albuquerque-Santa Fe, NM / KWBQ Albuquerque-Santa Fe, NM / KRWB Champaign-Springfield-Decatur, IL / WBUI Dayton, OH / WBDT Ft. Myers-Naples, FL / WTVK Green Bay -Appleton,WI / WIWB Knoxville, TN / WBXX-TV Madison, WI / WBUW (Collectively, the “Stations”)   

2.

Lexington:   The CW currently intends to grant an affiliation for the Lexington, TN., DMA to Gray Broadcasting only for broadcast on a digital station. If within the next two years, either Gray or ACME is granted a license to construct a full-power broadcast facility in the Lexington DMA, that licensee will be granted the CW affiliation for that market.

3.

Term:   5 years commencing at the start of The CW’s 2006/2007 broadcast season. ACME (but not any assignee or transferee of the affiliation) will have the right, in its discretion, to extend the Term for each Station collectively for 5 additional years, exercisable no later than the start of The CW’s 2010/2011 broadcast season.

4.

Programming for specified Non-Network time periods:  Monday-Friday programming broadcast between 5pm and the commencement of prime time will be generally compatible with the network.

5.

Promotion/MarketingRequirements

    a)  Each affiliated station will use:

(i)

        network supplied graphics package during all network & non-network day-parts, and

(ii)

        local network station logo bug during all local day-parts.

    b)  Each Station logo will be based on the network logo localized by the Station and subject to mutual approval, such approval not to be unreasonably withheld.

    c)  Commencing 7 weeks prior to launch and thru the end of the Term, between 6am-2am, Stations will endeavor to broadcast at least one (1) promotional spot promoting CW series programming each hour (excluding time periods with CW programming and station licensed children’s programming). If The CW makes available to Stations the opportunity to use a lower third pop-up banner in CW prime time programming promoting Stations’ syndicated product or local newscast, then at least once every half hour during access Stations will use lower third pop-up banners promoting a specific CW primetime series. The creative execution of the promotional spots and the banners shall be subject to the approval of The CW and the duration of the banners will be the same for The CW and for the Stations.

    d)  Launch Promotion: Subject to payment by CW to Stations in the amount of 50% of Stations’ expenditures, the Stations will expend at least $700,000 in the aggregate, for all of the Stations, in out-of-pocket third party off air media and related re-branding costs (from 7 weeks prior to launch thru the end of October 2006) to launch The CW. All such promotion will contain a specific reference to CW series including day and time (if appropriate to the medium). The proposed allocation of this launch promotion consideration, by station follows (amounts represent 100% gross costs, to be split 50/50% between the stations and The CW).

    e)  Co-op: The CW will commit to granting advertising matching co-op to the Stations, exclusive of any co-op in connection with the network launch, in the aggregate amount of up to $500,000 (CW’s share) per season, provided that the Stations commit to matching such co-op dollar-for-dollar. (For clarity: The CW is committed to spending up to $500,000 if the Stations, in the aggregate, spend that amount.) The allocation of this annual amount, by station, shall be determined and inclu