AGREEMENT OF LEASE
 
          AGREEMENT  OF LEASE made this 16 day of May,  1986  (herein  called the
"Lease"),  between CBS INC., a New York  corporation  with offices located at 51
West  52  Street,   New  York,  New  York  (herein  called  "CBS"),  and  KOPLAR
COMMUNICATIONS INC., a Missouri corporation with offices located at 4935 Lindell
Boulevard, St. Louis, Missouri (herein called "Koplar") .
 
          1. DEMISED PREMISES.   CBS hereby leases to Koplar and Koplar hereby leases,
takes and hires from CBS upon the terms and conditions hereinafter set forth the
following:
 
             (a) That  portion of the parcel of land  located on Reavis  Barracks
Road in St. Louis County.  Missouri as more particularly  described on Exhibit A
attached hereto and made a part hereof (herein called the "Site"). Koplar agrees
that at the  expiration  or  termination  of the term of this Lease,  all right,
title  and  interest  in  said  building  and  all  other  improvements  (except
apparatus, air conditioning equipment, other equipment and furnishings installed
in the building) on the demised portion of the Site shall pass to CBS.
 
             (b) A portion of the broadcasting  tower as described on Exhibit A
- 1 attached  hereto and made a part hereof erected by CBS on the Site  containing
the Channel 11 antenna, or such other television  equipment (including 
 
                                        1 

 antennas)  which will not cause  interference  to, or be subject to interference
from, the operations of CBS. Said portion of the tower leased hereunder shall be
used solely by Koplar for the  installation  and  maintenance of such television
equipment and  apparatus.  On or before the  expiration or  termination  of this
Lease,  Koplar  shall  have the right and  agrees to remove  said  antennas  and
transmission  lines and all other  equipment and apparatus and repair any damage
occasioned  thereby.  The tower shall be and remain the property  solely of CBS,
and Koplar  shall  merely have the right to use part of it, as provided  herein.
Koplar's  antennas and transmission  lines and all other equipment and apparatus
shall be and remain the property solely of Koplar,  which agrees to keep them in
good order and  repair.  Koplar  agrees to make no changes in its  ant-ennas  or
transmission  lines without the prior written  approval of CBS which will not be
unreasonably  withheld.  Koplar  hereby  grants  to CBS the  right to erect  and
maintain  transmission lines and other necessary  apparatus and equipment in and
on said portion of the  broadcasting  tower  referred to in this  paragraph l(b)
necessary  for the  operation  of its antenna on said tower and an easement  and
right of way over said portion to and from said antenna.
 
             (c) The portions of the premises described in paragraphs (a) and (b)
hereof are sometimes collectively
 
                                        2 

  referred to herein as the "Demised Premises".
 
             (d) Koplar may install or  maintain  on the Demised  Premises or any
improvements  thereon any signs of the same type,  size and character and in the
same general location as those installed by CBS, but may not install or maintain
any other signs without the prior approval of CBS.
 
         2.  TERM. (a) The term of this Lease (the  "Initial  Term")  shall be a
period of ten (10) years,  commencing as of February 1, 1984 (the  "Commencement
Date")
 
             (b)  Provided  that at the  time of the  exercise  of the  option(s)
contained  in  this  Article  2.  Koplar  is not  in  default  under  any of the
provisions  of this Lease beyond the  applicable  grace period,  if any.  Koplar
shall  have the right to renew the  Initial  Term for a period of ten (10) years
("First  Renewal  Term"),  commencing  on the tenth  (10th)  anniversary  of the
Commencement  Date on the  same  terms as  contained  in this  Lease  (including
Article  3,  without  any  change in the Base Year or any  other  provisions  of
Article  3). If Koplar  elects to renew the Initial  Term for the First  
 
                                        3 

  Renewal  Term,  Koplar shall give notice to CBS of such  election not later than
eighteen (18) months prior to the expiration date of the Initial Term. Upon CBS'
receipt of such notice, this Lease, subject to the provisions of this Article 2,
shall be  automatically  extended for the First Renewal Term with respect to the
Demised Premises then covered by this Lease with the same force and effect as if
the First Renewal Term had been originally included in the term.
 
         (c) If this Lease shall have been so renewed then at the end of the said
First  Renewal Term,  provided is not in default under any of the  provisions of
this Lease beyond the  applicable  grace period,  if any,  Koplar shall have the
right to renew the  First  Renewal  Term of this  Lease for a period of five (5)
years ("Second Renewal Term"), commencing on the twentieth (20th) anniversary of
the  Commencement  Date on the same terms as contained in this Lease  (including
Article  3,  without  -any  change in the Base Year or any other  provisions  of
Article 3). If Koplar so elects to renew the First  Renewal  Term for the Second
Renewal  Term,  Koplar shall give notice to CBS of such election not later tha-n
eighteen  (18) months prior to the  expiration  date of the First  Renewal Term.
Upon CBS' receipt of such notice, this Lease,  subject to the provisions of this
Article 2, shall be  automatically  extended  for the second  Renewal  Term with
respect to the Demised  Premises  then covered by this Lease with the same force
and effect as if. the Second  Renewal Term had been  originally  included in the
term.
 
                                        4 
 
          (d) The term of this Lease shall automatically expire at the expiration
date of the Initial Term unless Koplar  notifies CBS in writing as stated herein
of its intention to renew the terms of this Lease.  The term of this Lease shall
automatically  expire at the expiration  date of the First Renewal Term,  unless
Koplar  notifies CBS, in writing as provided  herein,  of its intention to renew
the First  Renewal  Term.  Koplar  shall have no right to renew the term of this
Lease for any period beyond the Second Renewal Term.
 
          3. RENTAL:
 
           (a) FIXED RENTAL. Koplar agrees to pay CBS during the remainder of the
first  three  years  of the  term of this  Lease,  an  annual  fixed  rental  of
THIRTY-ONE  THOUSAND TWO HUNDRED  ($31,200.00)  DOLLARS (the "Fixed  Rental") in
equal  monthly  installments  of TWO THOUSAND SIX HUNDRED  ($2,600.00)  DOLLARS,
payable in advance,  without notice or demand, on the first day of each calendar
month during the term hereof. Commencing on the first day of February, 1987, and
on the same day of the month every three years  thereafter  during the.  term of
this Lease, as such term may be extended pursuant to Article 2 herein, the Fixed
Rental shall be increased by the percentage of increase in the cost of living as
determined in accordance with the provisions of 
 
                                        5 

  this Article.
 
          3.1 (a) On the third  anniversary date of the Commencement  Date and on
each subsequent third  anniversary date of the Commencement Date occuring during
the term of this Lease (each such date being a "Fixed Rental Adjustment  Date"),
as such term may be  extended  pursuant  to Article 2 herein,  the Fixed  Rental
shall be increased by an amount  determined by multiplying the Fixed Rental,  as
same may have been previously  adjusted  pursuant to this Section by a fraction,
the numerator of which shall be the latest  Consumer  Price Index for Urban Wage
Earners and Clerical Workers (all items) for St. Louis, Missouri,  1977=100 (the
"Index")  for the  month  or  period  immediately  preceding  the  Fixed  Rental
Adjustment  Date in question and the  denominator of which shall be (i) -for the
first Fixed Rental  Adjustment  Date the Index in effect for the month or period
immediately  preceding the Commencement  Date and (ii) for each subsequent Fixed
Rental Adjustment Date, the Index in effect for the month or period  immediately
preceding the last prior Fixed Rental Adjustment Date.

 
             (b) In the  event  that  (i) the  Index  (or any  index  substituted
therefor as  hereinafter  provided)  shall cease to be  published,  then for the
purposes of this paragraph,  there shall be substituted for the Index such other
index of a  si-
 
                                        6 

 milar kind published by a governmental or other  non-partisan  organization,  or
(ii)  there  is any  change  in the  computation  of the  Index  or of any  such
substituted  index,  then for the purposes of this  paragraph,  such index as so
changed shall be substituted for the index in effect prior thereto.
 
          3.2.  CBS  shall,   within  a  reasonable   time  after  obtaining  the
appropriate data necessary for computing such increase give Koplar notice of any
increase so  determined,  and CBS'  computation  shall be conclusive and binding
(but shall not preclude any  adjustment  which may be required in the event of a
published amendment of the index figures upon which the computation was based).
 
          3.3 The rent due pursuant to this  Article  shall be due and payable to
CBS in equal monthly installments  commencing with the first month of the fourth
year of this Lease.
 
             (b)  REDUCTION  IN  FIXED  RENTAL.  Koplar  currently  provides  the
services to CBS  described  on Exhibit B attached  hereto and made a part hereof
(the "downlink  services").  As long as Koplar continues to provide the downlink
services to CBS, the Fixed Rental payable  hereunder shall be reduced by the sum
of FIVE HUNDRED  ($500.00) DOLLARS per month throughout the terms of this Lease,
as such term may be  extended  pursuant  to Article 2 herein,  which  reductions
shall be 
 
                                        7 

  increased on each anniversary date of the commencement date occurring during the
term of this Lease (each such date being an  "Adjustment  Date") by  multiplying
same by a fraction.  the  numerator of which shall be the Index for the month or
period immediately preceding the Adjustment Date in question and the denominator
of which  shall be the  Index in  effect  for the  month or  period  immediately
preceding the Commencement Date. In the event that CBS desires to discontinue  the
use of said services,  it may do so upon three (3) months prior written  notice
to  Koplar,  whereupon  Koplar  shall pay to CBS the full  Fixed Rental without
any reduction, as provided herein.
 
             (b) REAL  PROPERTY TAX PAYMENT.  Koplar agrees to pay CBS during the
term of this Lease,  as such term may be extended  pursuant to Article 2 herein,
one-half of all real property taxes paid by CBS, as well as one-half of personal
property taxes applicable to the Demised Premises.  Koplar shall,  within thirty
(30) days of receipt of demand therefor, reimburse CBS for its one-half share of
such taxes.
 
           4.  Termination  of Lease.  (a) CBS shall have the right to  terminate
this Lease,  upon one (1) year's  prior  written  notice to Koplar,  at any time
during the term of this Lease, as said term may be extended  pursuant to Article
2 herein,  until the billing  dispute on payment for downlink

 
                                        8 

 services  has been  resolved  in writing by both  parties,  and this Lease shall
terminate on the date specified in CBS' notice. Koplar shall not be obligated to
make any further  payments of Fixed Rental  hereunder as of the termination date
specified in CBS' notice.  Notwithstanding the foregoing. in the event Koplar is
unable,  after utilizing its best efforts, to move off the tower within said one
(1) year period, CBS agrees to enter into good faith negotiations with Koplar to
determine a time  period,  not to exceed one (1) year,  during  which Koplar can
leave the tower (the "Extended  Term").  During the Extended Term,  Koplar shall
continue  to pay the Fixed  Rental,  as same may be  increased  pursuant  to the
provisions  of Article 3. In the event that this Lease  shall not be  terminated
under the  provisions of the preceding  sentence,  and CBS shall,  nevertheless,
discontinue the use of its tower and move its antenna to another tower,  then on
and after the date on which CBS shall  have  ceased to use the tower  because it
has moved its antenna to another  tower,  Koplar shall pay to CBS within  thirty
(30) days after CBS gives notice of such expenses to Koplar,  100% of the annual
cost of  
 
                                        9 

 maintenance  of the  tower,  unless  the tower  shall be used by other. commercial
television broadcasters,  in which event Koplar shall pay to CBS that part  of 
100%  of the  annual  cost  of  maintenance  of  the  tower  which  is proportionate
to the total number of parties then using the tower.
 
             (b)  Koplar  shall  have the right to  terminate  this  Lease on any
anniversary date of the Commencement Date, upon one (1) year's written notice to
CBS.  provided that Koplar will use its best efforts to ensure that CBS is given
the  right to move its  antenna  to the same  tower to which  Koplar  moves  its
antenna,  on terms  which  are at least as  favorable  as  granted  to any other
television  station which also moves its antenna to the same tower. In the event
Koplar does not own, either in full or in part, such tower,  Koplar will use its
best  efforts to ensure  that CBS will be able to move its antenna to said tower
on terms which are at least as favorable as those granted to Koplar.
 
           5. USE. (a) The building and  installation  shall be used  exclusively
for  television  purposes.  Koplar agrees to keep the portion of the Site leased
hereunder  and said  building  and  improvements  thereon  free and clear of all
mechanics' and  materialmen's  liens.  

 During the term hereof,  Koplar agrees to keep the building and  installation 
and the Demised  Premises in good order and appearance.
 
                                        10 
 
             (b) If the  tower  becomes  unuseable  for  television  broadcasting
purposes by Koplar by reason of damage,  deterioration or destruction, CBS shall
have no obligation to make the tower  useable,  except as provided in Article 24
herein.  During the period when the tower is so  unuseable,  Fixed  Rental to be
paid by Koplar  hereunder  shall be abated.  If the period of such  unuseability
exceeds  twelve (12) months,  either party  hereto may  terminate  this Lease by
written notice to the other.
 
          6. COOPERATION.  Koplar agrees to give its full and complete cooperation
to CBS in obtaining, if required, the approval of all appropriate Federal, state
and local authorities, to the tower and multiple broadcasting therefrom, the site
and improvements thereon.
 
          7. MAINTENANCE AND REPAIR OF THE DEMISED  PREMISES.  CBS shall maintain
and repair the  Demised  Premises.  Koplar  shall,  within  thirty  (30) days of
receipt of demand  therefor,  pay CBS one-half  (1/2) of CBS' costs and expenses
arising  out of or in any way  connected  with the  maintenance  of the  Demised
Premises for that repair or maintenance work which shall inure to the benefit of
both CBS and Koplar,  including, but not limited to, maintenance of the lawn and
shrubbery located on the Site,  maintenance of the elevators
 
                                        11 

  servicing  the tower and  painting  and repair of the tower and guy  wires.  CBS
shall not be  responsible  to Koplar  for any loss or damage  occasioned  by any
interruption of the use of the tower for any reason whatsoever,  unless directly
caused by the  willful  misconduct  or  negligence  of CBS.  CBS agrees  that in
repairing and  maintaining  the tower it will take all necessary  precautions to
avoid any interference to the broadcasting activities of Koplar.
 
          8. CHANGES IN TOWER.  If, at any time during the term of this Lease, as
such  term may be  extended  pursuant  to  Article  2  herein,  any  changes  or
alterations in the tower are required by any Federal, state or local authorities
having  jurisdiction,  CBS will  promptly  make such change or  alteration,  and
Koplar shall,  within thirty (30) days of receipt of demand therefor.  reimburse
CBS for one-half (1/2) of the expenditure. Notwithstanding the foregoing, (i) if
the change would make it  impracticable to use the tower as altered for multiple
broadcasting,  this Lease shall terminate  forthwith without liability of either
party  hereto to the other,  and (ii) if the  change  would cost more than fifty
(50%) percent of the then current  replacement  cost of the tower, CBS shall not
be required to make any change and either party hereto may  terminate the Lease,
by written  notice to the other.  If any change reduces the height of
 
                                        12 

 the tower,  the space  referred to in paragraph l(b) hereof shall be modified to
similar  space on the tower below the space to be used by CBS' Channel 4 antenna
at the top portion of the tower as changed.
 
           9.  OBJECTIONABLE  INTERFERENCE.  (a) If any broadcasting  activity of
either party causes objectionable interference to the broadcasting activities of
the  other,   the  party  causing  the  interference   shall   discontinue  such
interference immediately upon notice from the other party.
 
             (b) Before Koplar shall make any changes in or additions to existing
installations, it shall submit to CBS specifications, plans and specific designs
therefor, whereupon CBS shall notify Koplar, within sixty (60) days, if it finds
objection to the proposal.
 
             (c) If  either  party in  actual  broadcasting  operations  shall be
alleged to cause  objectionable  interference to the broadcasting  activities of
the other  party,  and there is a dispute as to whether  there is  objectionable
interference occuring, the party claiming interference may object.
 
             (d)  If  the  party  receiving  an  objection  shall  thereafter  be
unwilling to alter its proposals or operations,  as the case may be, to meet the
objections,  the  dispute  shall  be  submitted  to  an  arbitration  committee,
consisting  of one (1) engineer  selected by CBS,  one (1) engineer
 
                                        13 

 selected  by Koplar  and the third  (3rd)  engineer  to be  selected  by the two
engineers so selected (herein called the  "Committee").  It shall be the duty of
the  members of the  Committee  to  determine  whether,  in their  opinion,  the
specifications,   plans  and   designs  are  such  that  there  will  result  no
objectionable  interference  to any  broadcasting  activity then being conducted
from the tower,  or whether there exists any  objectionable  interference  if an
actual  broadcasting  activity is complained  of. If a majority of the Committee
shall be of the opinion that such  objectionable  interference  will necessarily
result,  or is  resulting,  the proposing  party shall not proceed  therewith or
continue  therewith.  However,  if a majority of the  Committee  shall be of the
opinion that no such objectionable interference will result or is resulting, the
proposing  party  or  allegedly  interfering  party  may  proceed  therewith  in
accordance with such specifications,  plans and designs or with the broadcasting
complained  of. The time for  selection  of  arbitrators  and the conduct of the
arbitration  shall  be  governed  by  the  rules  of  the  American  Arbitration
Association.
 
          10.      OBJECTIONABLE INTERFERENCE CRITERION.  "Objectionable interference"
to a broadcasting activity shall be
 
                                        14 

  deemed to exist if:
 
             (a)   the Committee determines it exists as provided in paragraph 10
hereof,
 
             (b)   the determination to that effect is made by an authorized representative
of the Federal Communications Commission,
 
             (c) a condition  exists which  constitutes  interference  within the
meaning  of  the  provisions  of  the  rules  and  regulations  of  the  Federal
Communications Commission in effect at the time, or
 
             (d) there is material  impairment  of the quality of either sound or
picture of a broadcasting  activity in any portion of the protected service area
of  such  activity,   as  such  area  is  or  may  be  defined  by  the  Federal
Communications  Commission  at any hour during the period of  operation  of such
activity.

 If any dispute arises as to questions of fact relating to subparagraphs  (c) and
(d)  hereof,  such  dispute  shall be  determined  by the  Committee  under  the
procedures hereinbefore set forth.
 
          11.      DISCONTINUANCE OF OBJECTIONABLE INTERFERENCE.
 
             (a) The party responsible for the Objectionable  Interference  shall
immediately  discontinue it until such interference can be corrected, or may, in
lieu of  discontin-
 
                                        15 

 uing  such   activity,   transfer  it  to  a  temporary  or  emergency   antenna
if-objectionable interference will thereby be eliminated.
 
             (b) If, in order to correct objectionable interference caused by its
broadcasting  activities or equipment,  either party may desire, at its expense,
to attach  protective  devices to the  equipment of the other party,  said other
party will consent thereto if there will result no interference with the conduct
or use of any of its broadcasting activities or equipment.
 
          12. RESUMPTION OF BROADCASTING. Whenever either party shall discontinue
a broadcasting  activity or transfer it to a temporary or emergency antenna,  it
shall not resume such  broadcasting  activity or re-transfer  such  broadcasting
activity from  such-temporary  or emergency  antenna to the regular or permanent
antenna  thereto fully in use, unless in either case it complies with conditions
set forth by CBS for engaging in the operation of a broadcasting activity.
 
          13. EASEMENTS. Koplar shall have full right of access necessary for the
operation,  upkeep and maintenance of its facilities.  using for that purpose to
the. extent reasonably.  convenient for the purpose, easements designated by CBS
over and upon the parts of the Demised Premises not reserved  exclusively to CBS
or its tenants in common with CBS, such 
 
                                        16 

 use to be exercised in such manner as to cause  minimum  interference  with such
use by others or other occupancy of the Site.
 
          14.  EXCHANGE OF INFORMATION.  In addition to the specific  obligations
imposed by this  Lease,  each party will  endeavor  in good faith to conduct its
broadcasting  activities  in  accordance  with the intent of this Lease and will
cooperate with the other party so as to anticipate and prevent any objectionable
interference.  To this end,  each party will,  upon  request of the other party,
exchange full information as to present and future operations from the tower.
 
          15.  LEGAL  RIGHTS.  It is  not  the  intention  of  the  parties  that
arbitration and other provisions  hereof shall deprive either party of the right
to seek  legal  damages  against  the other  for any  damage or loss that may be
suffered  because  of  objectionable  interference,  which a party has caused or
bears the responsibility to cease under the terms of this Lease.
 
          16.  EQUITABLE  RELIEF.  The provisions  hereof for protection  against
objectionable  interference  are the  essence of the  agreements  of the parties
hereto,  and such interference will, or may result, in immediate and irreparable
loss 
 
                                        17 

 and damage to the party suffering such  interference and the loss or damage will
be such that money damages in a court of law cannot fully compensate  therefore.
Accordingly,  whenever a party is  required by the  provisions  of this Lease to
discontinue  an  interfering  broadcast  activity  and fails to do so, the other
party will be entitled to appropriate injunctive and other equitable relief.
 
          17.  INDEMNITY AND  INSURANCE.  Each party agrees to indemnify and hold
the other harmless against any liability,  damages.  loss or expense,  including
attorneys' fees, incurred or suffered in consequence either of injury, including
death at any time resulting  therefrom,  to any person, or of damage to property
due to  any  act  or  omission  of  the  former  or of  any of its  contractors,
representatives,  employees or agents on or about the Site-and the tower. Koplar
agrees to proc-ure and keep in force and effect at all times with  premiums paid
liability   insurance   covering  the  above  indemnity  in  amounts  reasonably
satisfactory to CBS.
 
          18.  REPRESENTATIONS AND WARRANTIES OF KOPLAR. With respect to downlink
services  referred to in paragraph  3.3(b) herein,  Koplar hereby  warrants that
should any signal(s)  become  encoded.  Koplar will  promptly  provide a decoded
signal(s) to KMOX-TV,  at its sole cost and expense.  and will not pass along to
KHOX-TV any costs  associated with such
 
                                        18 

 decoding, or any other costs including.  but not limited to, acquisition rights;
provided,  however,  in the event  Koplar  incurs any out of pocket  expenses in
connection  with such  decoding.  and such decoding is solely for the benefit of
KMOX-TV,  KMOX-TV shall  reimburse  Koplar for such out of pocket  expenses upon
receipt  of  invoices  in good  order.  CBS will  make the  final  determination
regarding the  acceptability  of signal(s) based upon its own minimum  technical
standards.
 
          19. NOTICES.  Any notice or  communication to either party hereto shall
be deemed  sufficiently  given if the same be in writing  and sent by  certified
mail, addressed to the other party at its above address, or personally delivered
to an officer of the party at the offices of the party at that address,  and the
time of giving of such  notice or  communication  shall be deemed to be the time
when the same is so mailed or personally delivered.
 
          20.  ASSIGNMENT.  This Lease may not be assigned by Koplar  without the
written consent of CBS except to a corporation, individual, partnership or other
business  enterprise which acquires Koplar's  television  broadcasting  license,
obtains the permission or approval of the Federal  Communications  Commission to
carry on commercial  television  broadcasting from the tower, assumes in writing
the full and 
 
                                        19 

 entire  obligations  of Koplar  hereunder and is reasonably  judged by CBS to be
financially  responsible.  This Lease may be assigned by CBS without the written
consent of Koplar.  Koplar hereby acknowledges that CBS will assign its interest
in this Lease to Viacom  International Inc., or a wholly owned subsidiary.  Upon
such assignment, Koplar shall release CBS from all obligations under this Lease,
provided  Viacom  International  Inc.,  or a wholly  owned  subsidiary  thereof,
assumes all obligations under this Lease.
 
          21.  REGULATIONS.  Koplar  shall  comply  with all  present  and future
requirements  of  law,  rules,   ordinances,   orders  and  regulations  of  all
appropriate governmental and municipal authorities,  and Koplar shall not do any
action or suffer any  condition to exist in, upon or about the Demised  Premises
which shall  subject CBS in any way to any  liability  for  penalties,  fines or
damage.
 
          22.  MECHANICS' LIENS. If a notice of mechanics' liens be filed against
the Demised Premises purporting to be for labor or material alleged to have been
furnished to Koplar,  and if Koplar  shall not cause such lien to be  discharged
within  ninety (90) days after the filing of such notice,  CBS may at its option
discharge  the  lien,  and all  cost in so  doing  shall  be  additional  rental
hereunder  to be paid  by  Koplar  upon  receipt  of  invoice  therefor,  unless
discharge  of 
 
                                        20 

 such lien shall be secured by surety bond of a surety  company  satisfactory  to
CBS.
 
           23. DEFAULT.  (a) If Koplar shall make a general  assignment f o r the
benefit o. f creditors or shall be adjudicated bankrupt,  the term of this Lease
shall  thereby at the option of CBS,  expressed in a one-day  written  notice to
Koplar,  expire on the expiration of said one-day notice as fully and completely
as if such date of expiration were the date herein determined for the expiration
of the term of this Lease.
 
             (b) If Koplar  shall make  default in the payment of Fixed Rental or
in the payment of any other sum of money  required to be paid under the terms of
this Lease,  and such default  shall  continue and not be fully cured within ten
(10) days after written  notice by CBS setting forth the nature of such default,
then, at the expiration of said ten (10) days,  CBS may at its option  forthwith
or at any time  thereafter  terminate this Lease by written notice to Koplar and
on the date of  termination  as  specified  therein  by CBS,  this  Lease  shall
terminate and expire as fully and  completely as if that specified date were the
date herein fixed for the expiration of the term of this Lease.
 
             (c) If Koplar shall default in  fulfilling  any of the covenants and
obligations  of this  Lease  other  than  de-
 
                                        21 

  faults for the payment of monies hereinabove  specified,  and such default shall
continue  for thirty (30) days after notice  thereof from CBS setting  forth the
nature  of such  default,  provided  that such  thirty  (30) day  period  may be
extended to a maximum of ninety (90) days from the date of notice of the default
if Koplar  commences to cure and  diligently  pursues the curing of such default
within such time period,  CBS may at any time thereafter give Koplar a notice of
termination of this Lease, and on the date of termination as specified  therein,
this  Lease  shall  terminate  and  expire  as fully and  completely  as if that
specified date were the date herein fixed for the expiration of the term of this
Lease.
 
             (d) No delay in asserting  and no waiver of default by CBS hereunder
shall be deemed a waiver of  subsequent  defaults  or of any  provision  of this
Lease, or prejudice its right to terminate hereunder.
 
             (e) Upon any such  termination  as  herein  provided,  Koplar  shall
remain liable under the terms of this Lease as provided by law.
 
          24.      DAMAGE AND DESTRUCTION.
 
             (a) If the Demised  Premises or any part thereof should be destroyed
or damaged by fire or other casualty during the term of this Lease, as
 
                                        22 

  such term may be extended pursuant to Article 2 herein,  then, unless this Lease
is terminated by Koplar as hereinafter  provided,  CBS shall promptly proceed to
reconstruct,   restore  and  repair.   the  Demised   Premises  to  a  condition
substantially  equivalent to their former condition;  provided,  however, if the
estimated  cost of repair or  restoration  shall'  exceed fifty (50%) percent of
CBS'  current  replacement  costs  of the  Demised  Premises,  CBS may  elect to
terminate  this Lease by written  notice to Koplar given within ninety (90) days
after such fire or casualty  specifying a date for the  expiration of the Lease.
Upon the date specified in such notice, the term of this Lease shall expire.
 
             (b) If the  Demised  Premises  are  partially  damaged  or  rendered
partially  unusable by fire or other casualty and CBS elects to repair same, the
Fixed Rental and any other sums payable  hereunder shall be apportioned from the
day following the casualty  according to the part of the Demised  Premises which
is usable, until such repair shall be substantially completed.
 
          25.  EMINENT  DOMAIN.  If the Demised  Premises or any part  thereof be
taken by eminent domain or  condemnation  proceedings,  CBS shall be entitled to
receive  any and all 
 
                                        23 

 awards  that may be made for or on account of the Demised  Premises,  excluding
any award made specifically for Koplar's transmitter building and improvements.
 
          26. SUBORDINATION.  This Lease shall be and at all times remain subject
and subordinate to any mortgages,  deeds of trust,  leases, bond issues or trust
indentures now on or which may hereafter be placed upon the Demised Premises.
 
          27. MISCELLANEOUS.
 
             (a) This Lease  embodies and  constitutes  the entire  understanding
between the parties with respect to the transaction contemplated herein, and all
prior agreements.  understandings  and statements,  oral or written,  are merged
into this  Lease.  Neither  this Lease nor any  provision  hereof can be waived,
changed or terminated  orally or in any manner other than by a written agreement
executed  by both  parties.  This Lease shall not be  binding,  or evidence  any
understanding or agreement, until signed by both parties hereto.
 
             (b) If any provision of this Lease shall be invalid or unenforceable
as against any person or under  certain  circumstances,  the  remainder  of this
Lease and the  applicability of such provision to other persons or circumstances
shall not be affected thereby and each provision of this Lease shall,  except as
otherwise herein provided, be valid
 
                                        24 

 and enforced to the fullest extent permitted by law.
 
             (c) The  provisions of this Lease shall extend to, bind and inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns.
 
             (d) This Lease shall be governed by and construed in accordance with
the laws of the State of Missouri.
 
             (e)   The captions in this Lease are for convenience of reference only
and in no way define. describe or limit the scope or intent of this Lease or any
of the provisions hereof.
 
             (f) This Lease may be executed in one or more counterparts,  each of
which shall be deemed an original.
 
          IN WITNESS  WHEREOF,  the parties have  respectfully  signed and sealed
this Lease as of the day and year first above written.

 (Seal)                                  KOPLAR COMMUNICATIONS INC.

 

 

 
                                         By/s/Larry Marcus
                                           --------------------------------

 
                                         CBS INC.

 (Seal)                                  By/s/Martha Snyder
                                           --------------------------------

 
 
                                        25

 

 
 
           EXHIBIT A-1 Description of broadcasting  tower has been  intentionally
omitted by the Registrants.
 
           A copy of this omitted  Exhibit A-1 will be provided to the Securities
and Exchange Commission upon request.

 
                                        26

Source: OneCLE Business Contracts.