<Page>
                                                                  Exhibit 4.19

                            [LRO #33 Charge/Mortgage]             at

THE APPLICANT(S) HEREBY APPLIES TO THE LAND REGISTRAR      YYYY MM DD PAGE OF


<TABLE>
<CAPTION>
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                  PROPERTIES
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                  <S>                              <C>                            <C>

                  PIN                              ESTATE/QUALIFIER
                  DESCRIPTION
                  ADDRESS



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                 CHARGOR(S)
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The chargor(s) hereby charges the Land to the chargee(s). The chargor(s)
acknowledges the receipt of the charge and the standard charge terms, if any.


                 NAME
                 ADDRESS FOR SERVICES

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                 CHARGEE(S)                         CAPACITY                       SHARE
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                 NAME
                 ADDRESS FOR SERVICE

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                 STATEMENTS
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                 Schedule: See Schedules

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                 PROVISIONS
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                 PRINCIPAL                         CURRENCY
                 CALCULATION PERIOD
                 BALANCE DUE DATE
                 INTEREST RATE
                 PAYMENTS
                 INTEREST ADJUSTMENT DATE
                 PAYMENT DATE
                 FIRST PAYMENT DATE
                 LAST PAYMENT DATE
                 STANDARD CHARGE TERMS
                 INSURANCE AMOUNT
                 GUARANTOR
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                 ADDITIONAL PROVISIONS
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<Page>

[LRO #33 Charge/Mortgage]                               on          at
THE APPLICANT(S) HEREBY APPLIES TO THE LAND REGISTRAR      yyyy mm dd page of

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                 SIGNED BY
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                                                   acting for Chargor(s)          Signed

                 Tel
                 Fax

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                 SUBMITTED BY
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                 Tel
                 Fax

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                 FEES/TAXES/PAYMENT
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                 STATUTORY REGISTRATION FEE

                 TOTAL PAID

</Table>


<Page>

                                           CHARGE/MORTGAGE OF LAND
<Table>

<S>     <C>         <C>
[logo]  Province
        of
        Ontario     Form 2 - Land Registration Reform Act
</Table>

<Table>

<S>                              <C>                        <C>             <C>                <C>
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|                                | (1) Registry / /         Land Titles / / | (2) Page 1 of      pages    |
|                                --------------------------------------------------------------------------
|                                | (3) Property          Block           Property               Additional|
|                                |     Identifier(s)                                            See   / / |
|                                |                                                              Schedule  |
|                                -------------------------------------------------------------------------
|                                | (4) Principal Amount                                                   |
|                                |                                                  Dollars $             |
|                                -------------------------------------------------------------------------
|                                | (5) Description                                                        |
|                                -------------------------------------------------------------------------
|                                |                                                                        |
|                                |                                                                        |
|                                |                                                                        |
|                                |                                                                        |
|                                |                                                                        |
|                                |                                                                        |
|                                |                                                                        |
|                                |                                                                        |
|New Property Identifiers        |                                                                        |
|                  Additional:   |                                                                        |
|                  See           |                                                                        |
|                  Schedule / /  |                                                                        |
----------------------------------                                                                        |
|Executions                      |                                                                        |
|                  Additional:   |                                                                        |
|                  See           |                                                                        |
|                  Schedule / /  |                                                                        |
----------------------------------------------------------------------------------------------------------|
|(6) This          (a) Redescription    | (b) Schedule for:                 | (7) Interest/Estate Charged |
|    Document          New Easement     |                  Additional       |                             |
|    Contains          Plan/Sketch  / / | Description / /  Parties  / /    Other / /                      |
----------------------------------------------------------------------------------------------------------|
|(8) Standard Charge Terms - The parties agree to be bound by the provisions in Standard Charge Terms     |
|    filed as number           and the Chargor(s) hereby acknowledge(s) receipt of a copy of these terms. |
----------------------------------------------------------------------------------------------------------|
|(9) Payment Provisions                                                                                   |
|    (a) Principal                      | (b) Interest                       | (c) Calculation            |
|        Amount $                       |     Rate              % per annum  |     Period                 |
----------------------------------------------------------------------------------------------------------|
|    Interest   |   Y   |   M   |   D   |     Payment                        |    First  |  Y  |  M  | D  |
|(d) Adjustment |       |       |       | (e) Date and                       |(F) Payment|     |     |    |
|    Date       |       |       |       |     Period                         |    Date   |     |     |    |
----------------------------------------------------------------------------------------------------------|
|    Legal      |       |       |       |     Annual                                                      |
|(d) Payment    |       |       |       | (h) of Each                                                     |
|    Date       |       |       |       |     Payment                        Dollars $                    |
----------------------------------------------------------------------------------------------------------|
|(i) Balance    |       |       |       | (j) Insurance                                                   |
|    Due Date   |       |       |       |                                    Dollars $                    |
----------------------------------------------------------------------------------------------------------|
|(10) Additional Provisions                                                                               |
|                                                                                                         |
|                                                                                                         |
|                                                                                                         |
|                                                                                                         |
|                                                                                      Continued on       |
|                                                                                      Schedule  / /      |
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|(11) Chargor(s) The chargor hereby charges the land to the chargee                                       |
|                                                                                                         |
|                                                                                                         |
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|                                                                                                         |
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|The chargor(s) acknowledge(s) receipt of a true copy of this charge.                  Date of Signature  |
|Name(s)                                              Signature(s)                 |   Y   |   M   |  D   |
|                                                                                  |                      |
|                                                                                  |                      |
|--------------------------------------------------   Per:                         |                      |
|                                                     Name: -----------------------|----------------------|
|                                                     Title:                       |                      |
|--------------------------------------------------   -----------------------------|----------------------|
|                                                                                  |                      |
|--------------------------------------------------   -----------------------------|----------------------|
|                                                                                  |                      |
|--------------------------------------------------   -----------------------------|----------------------|
|                                                                                                         |
|                                                                                                         |
-----------------------------------------------------------------------------------------------------------
|(12) Spouse(s) of Chargor(s) I hereby consent to this transaction.                    Date of Signature  |
|Name(s)                                              Signature(s)                 |   Y   |   M   |  D   |
|                                                                                  |                      |
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|                                                                                  |                      |
|                                                                                  |                      |
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|(13) Chargor(s) Address                                                                                  |
|     for Service                                                                                         |
|                                                                                                         |
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|(14) Chargee(s)                                                                                          |
|                                                                                                         |
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|                                                                                                         |
|                                                                                                         |
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|(15) Chargee(s) Address                                                                                  |
|     for Service                                                                                         |
|                                                                                                         |
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|(16) Assessment Roll Number       |  City.  |  Mun.  |  Map  |  Sub.  |  Par.  |  |         Fees         |
|         of Property              |         |        |       |        |        |  |----------------------|
|                                  |         |        |       |        |        |  |Registration    |     |
|                                  |         |        |       |        |        |  |Fee             |     |
-----------------------------------------------------------------------------------------------------------
|(17) Municipal Address of Property          |(18) Document Prepared by:        |  |                |     |
|                                            |                                  |  |                |     |
|                                            |                                  |  |----------------------|
|                                            |                                  |  |                |     |
|                                            |                                  |  |----------------------|
|                                            |                                  |  |                |     |
|                                            |                                  |  |----------------------|
|                                            |                                  |  |                |     |
|                                            |                                  |  |----------------------|
|                                                                                  -----------------------
|                                            |                                  |  |      Total     |     |
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                                                   Document prepared using THE CONVEYANCER
</Table>

<PAGE>










                [SUN MEDIA CORPORATION/BOWES PUBLISHERS LIMITED]

                                 as Corporation

                                       and

                              BANK OF AMERICA, N.A.

                                    as Holder






--------------------------------------------------------------------------------

                                     FORM OF

                                DEMAND DEBENTURE


--------------------------------------------------------------------------------












                         Dated as of February 4th, 2003



<PAGE>


                                     FORM OF

                                DEMAND DEBENTURE

Principal Sum:        $600,000,000.00

Due:                  ON DEMAND

Interest Rate:        twenty-five (25) per cent per annum


                                    ARTICLE 1
                         ACKNOWLEDGMENT OF INDEBTEDNESS

1.1      PROMISE TO PAY.

         [Sun Media Corporation/Bowes Publishers Limited] (the "CORPORATION")
incorporated under the laws of Canada, continued under the laws of British
Columbia, FOR VALUE RECEIVED, hereby acknowledges itself indebted and promises
to pay to or to the order of Bank of America, N.A., as agent (and any subsequent
holder or holders of the debenture being collectively referred to in its
capacity as agent as the "HOLDER"), ON DEMAND, the sum of $600,000,000 in lawful
money of Canada at the Holder's office located at 555 South Flower, 17th Floor,
Los Angeles, California or at such other place as the Holder may designate by
notice in writing to the Corporation, and to pay interest on the principal
amount outstanding from time to time and all other amounts from time to time
owing hereunder to the date of payment at a rate of twenty five (25) per cent
per annum. Such interest shall be calculated monthly, not in advance and to be
payable in like money at the same place commencing on the first day of the month
immediately following the date hereof and thereafter on the first day of each
and every month in each year until the principal sum outstanding and all other
amounts from time owing hereunder shall be paid in full.

         Notwithstanding that this debenture is stated to be payable on demand,
the Holder agrees that if shall not demand payment under the debenture unless an
Event of Default (as such term is defined in the Credit Agreement which, in turn
is defined below) has occurred and is continuing. Furthermore, notwithstanding
the fact that this debenture is in the amount of $ 600,000,000 and bears
interest at the rate of twenty-five (25) percent per annum, the parties agree
that the Corporation shall not have any obligation, at any time, to make payment
under this debenture for any amount in excess of its indebtedness under the
Credit Documents (as defined in the Credit Agreement) then outstanding.

                                    ARTICLE 2
                                    SECURITY

2.1      Grant of Security.

     (1)  The Corporation being the registered owner in fee simple of the real
          property described in Schedule "A" hereto, and being the owner of a
          leasehold estate in the real property described in Schedule "B"
          hereto, subject to the registered encumbrances, liens and interests,
          if any, hereby:

          (i)  grants, mortgages and charges to and in favour of the Holder, as
               and by way of a fixed and specific mortgage and charge, all of
               the Corporation's right and title to and interest in any of the
               Corporation's owned real property described in Schedule "A"
               hereto and leased real property described in Schedule "B" hereto,
               including, without limitation, all buildings, erections and
               improvements of every kind thereon from time to time and fixtures
               forming a part thereof (collectively, the "REAL PROPERTY"); and
<PAGE>

                                     - 2 -

          (ii) grants, mortgages, charges, assigns and transfers to the Holder
               by way of a specific assignment and transfer and grants to the
               Holder a security interest in (a) all licences, permits,
               approvals, certificates and agreements with or from any board,
               agency or department, governmental or otherwise (collectively,
               "GOVERNMENTAL AUTHORITIES"), relating directly or indirectly to
               the ownership, use, development, operation and maintenance of the
               Real Property or the alteration or renovation or construction of
               improvements on the Real Property, whether heretofore or
               hereafter issued or executed (collectively, the "LICENCES"); and
               (b) all options, contracts, subcontracts, agreements, service
               agreements, warranties and purchase orders which have heretofore
               been or will hereafter be executed by or on behalf of the
               Corporation or which have been assigned to the Corporation, in
               connection with the use, development, operation and maintenance
               of the Real Property or the construction of improvements on the
               Real Property (collectively, the "CONTRACTS", the other parties
               thereto being "CONTRACTORS"); and

         (iii) grants, assigns, mortgages, charges and creates a security
               interest, as and by way of a general assignment and security
               interest to and in favour of the Holder, in all of the
               Corporation's right, title, estate and interest as tenant,
               present and future in and to any and all existing or future
               leases, subleases, agreements to lease or sublease or
               occupancy or tenancy agreements and all existing or future
               licenses or concessions whereby the Corporation is given the
               right to use and occupy the whole or any part of any real
               property and premises and all extensions, amendments,
               renewals, or substitutions thereof or therefor, which may may
               hereafter be effected or entered into ( collectively, the
               "LEASES")

          (iv) further grants, assigns, mortgages, charges and creates a
               security interest in proceeds in any form derived directly or
               indirectly from any dealing with all or any part of the real
               property or interests therein forming part of the Security,
               including without limitation, any and all rents or other moneys
               (herein collectively called the "RENTS") due or accruing due or
               at any time hereafter to become due under any and all leases,
               agreements to lease and tenancy agreements whether written or
               verbal, now or hereafter existing, with respect to the real
               property or interests therein forming part of the Security
               (herein collectively called the "RENTAL AGREEMENTS") and all the
               right, title and interest of the Corporation, as landlord, in the
               Rental Agreements, and the benefit and advantage of all
               guarantees of and security for payment of amounts due thereunder;
               and

     (2)  charges, as and by way of a floating charge, to and in favour of the
          Holder, its successors and assigns, all of its undertakings,
          properties and assets, described in paragraphs 2.1(1) and any real
          property, both present and future, now owned or hereafter acquired of
          every nature and kind except such of its undertakings, properties or
          assets as are validly subject to the fixed and specific mortgages,
          charges, pledges and security interests granted pursuant to paragraph
          2.1(1) hereof.

     (all of the above collectively being hereinafter referred to as the
          "SECURITY").

2.2      OBLIGATIONS SECURED.

          (1)  The mortgages, charges, pledges, transfers, assignments and
               security interest granted hereby (collectively, the "SECURITY
               INTEREST") secure payment to the Holder of the principal amount
               hereof, interest thereon and all other amounts from time to time
               owing hereunder or pursuant hereto and performance by the
               Corporation of all of its obligations hereunder (collectively,
               and together with the expenses, costs and charges set out in
               Section 2.2(2), the "OBLIGATIONS").

<PAGE>

                                     - 3 -

          (2)  All expenses, costs and charges incurred by or on behalf of the
               Holder in connection with this debenture, the Security Interest
               or the realization of the Security, including all legal fees,
               court costs, receiver's or agent's remuneration and other
               expenses of taking possession of, repairing, protecting,
               insuring, preparing for disposition, realizing, collecting,
               selling, transferring, delivering or obtaining payment of the
               Security shall be added to and form a part of the Obligations.

2.3      Acknowledgement

          (1)  The Corporation has received a copy of this debenture.

2.4      Scope of Security Interest.

          To   the extent that the creation of the Security Interest would
               constitute a breach or permit the acceleration of any agreement,
               right, license, lease or permit to which the Corporation is a
               party, the Security Interest shall not attach thereto but the
               Corporation shall hold its interest therein in trust for the
               Holder, and upon request by the Holder, acting reasonably, shall
               assign such agreement, right, license or permit to the Holder or
               as it may direct forthwith upon obtaining the consent of the
               other party thereto.

          (1)  The Security Interest shall not extend to consumer goods.

          (2)  The Security Interest shall not extend or apply to the last day
               of any term of years reserved by a lease, verbal or written, or
               any agreement therefor, now held or hereafter acquired by the
               Corporation in respect of real property but the Corporation shall
               stand possessed of any such reversion upon trust to assign and
               dispose thereof as the Holder may direct.

          (3)  The Holder will not be deemed in any manner to have assumed any
               obligation of the Corporation under any of the Licences or
               Contracts nor shall the Holder be liable to any Governmental
               Authorities or Contractors by reason of any default by any party
               under the Licences or Contracts. The Corporation agrees to
               indemnify and hold the Holder harmless of and from any and all
               liability, loss or damage which it may or might incur by reason
               of any claim or demand against it based on its alleged assumption
               of the Corporation's duty and obligation to perform and discharge
               the terms, covenants and agreements in the Licences and
               Contracts.

                                    ARTICLE 3
                                   ENFORCEMENT

3.1      Default.

         The Security Interest shall be and become enforceable against the
Corporation upon the failure of the Corporation to perform any of the
Obligations after the occurrence and continuance of an Event of Default (as such
term is defined in the Credit Agreement, which in turn is defined below).

3.2      REMEDIES.

         Whenever the Security Interest has become enforceable, the Holder may
realize upon the Security and enforce the rights of the Holder by:

          (a)  entry onto any premises including the real property forming part
               of the Security;

          (b)  the appointment by instrument in writing of a receiver (which
               term as used in this debenture includes a receiver and manager);

          (c)  the institution of proceedings in any court of competent
               jurisdiction for the appointment of a receiver;

<PAGE>
                                     - 4 -

          (d)  the institution of proceedings in any court of competent
               jurisdiction for sale or foreclosure of the real property forming
               part of the Security;

          (e)  filing proofs of claim and other documents to establish claims in
               any proceeding relating to the Corporation; and

          (f)  any other remedy or proceeding authorized otherwise by law or
               equity.

Such remedies may be exercised from time to time separately or in combination
and are in addition to and not in substitution for any other rights of the
Holder however created. The Holder shall not be bound to exercise any such right
or remedy, and the exercise of such rights and remedies shall be without
prejudice to the rights of the Holder in respect of the Obligations including
the right to claim for any deficiency.

3.3      Additional Rights.

         In addition to the remedies of the Holder set forth in Section 3.2, the
Holder may, whenever the Security Interest has become enforceable:

          (a)  repair, process, modify, improve, complete or otherwise deal with
               the Security and prepare for the disposition of the Security,

          (b)  carry on all or any part of the business or businesses of the
               Corporation and, to the exclusion of all others including the
               Corporation, enter upon, occupy and use all or any of the real
               property forming part of the Security, for such time as the
               Holder sees fit, free of charge, and the Holder shall not be
               liable to the Corporation for any act, omission or negligence in
               so doing or for any rent, charges, depreciation or damages
               incurred in connection therewith or resulting therefrom;

          (c)  borrow for the purpose of carrying on the business of the
               Corporation or for the maintenance, preservation or protection of
               the Security and mortgage, charge, pledge or grant a security
               interest in the Security, whether or not in priority to the
               Security Interest, to secure repayment; and

          (d)  demand, commence, continue or defend any judicial or
               administrative proceedings for the purpose of protecting,
               seizing, collecting, realizing or obtaining possession or payment
               of the Security, and give valid and effectual receipts and
               discharges therefor and compromise or give time for the payment
               or performance of all or any part of the accounts or any other
               obligation of any third party to the Corporation.

          (e)  collect the rents and profits from tenancies whether created
               before or after these presents;

          (f)  lease, sublease or concur in leasing or subleasing any portion of
               the real property forming part of the Security which may become
               vacant on such terms and conditions as it considers advisable and
               enter into and execute and amend leases, accept surrenders and
               terminate leases;

          (g)  insure, manage, operate, repair, alter or extend any portion of
               the real property forming part of the Security.

3.4      Concerning the Receiver.

          (1)  Any receiver appointed by the Holder shall be vested with the
               rights and remedies which could have been exercised by the Holder
               in respect of the Security and such other powers and discretions
               as are granted in the instrument of appointment and any
               instrument or instruments supplemental thereto. The identity of
               the receiver, any replacement thereof and any remuneration
               thereof shall be within the sole and unfettered discretion of the
               Holder.

<PAGE>
                                     - 5 -

          (2)  Any receiver appointed by the Holder shall act as agent for the
               Holder for the purposes of taking possession of the real property
               forming part of the Security, but otherwise and for all other
               purposes (except as provided below), as agent for the
               Corporation. The receiver may sell, lease, or otherwise dispose
               of the real property forming part of the Security as agent for
               the Corporation or as agent for the Holder as the Holder may
               determine in its discretion. The Corporation agrees to ratify and
               confirm all actions of the receiver acting as agent for the
               Corporation, and to release and indemnify the receiver in respect
               of all such actions.

          (3)  The Holder, in appointing or refraining from appointing any
               receiver shall not incur liability to the receiver, the
               Corporation or otherwise and shall not be responsible for any
               misconduct or negligence of such receiver.

          (4)  The appointment of any such receiver by the Holder shall not
               result in or create any liability or obligation on the part of
               the Holder to the receiver or to the Corporation or to any other
               person and no appointment or removal of a receiver and no actions
               of a receiver shall constitute the Holder a mortgagee in
               possession or responsible as such.

3.5      Appointment of Attorney.

         The Corporation hereby irrevocably appoints the Holder (and any officer
thereof) as attorney of the Corporation (with full power of substitution) to
exercise in the name of and on behalf of the Corporation any of the
Corporation's right (including the right of disposal), title and interest in and
to the Security including the execution, endorsement and delivery of any
agreements, documents, instruments, securities, documents of title and chattel
paper and any notices, receipts, assignments or verifications of the accounts.
All acts of any such attorney are hereby ratified and approved, and such
attorney shall not be liable for any act, failure to act or any other matter or
thing in connection therewith, except for its own negligence or wilful
misconduct.

3.6      Dealing with the Security and the Security Interest.

          (1)  The Holder shall not be obliged to exhaust its recourse against
               the Corporation or any other person or persons or against any
               other security it may hold in respect of the Obligations before
               realizing upon or otherwise dealing with the Security in such
               manner as the Holder may consider desirable.

          (2)  The Holder may grant extensions or other indulgences, take and
               give up securities, accept compositions, grant releases and
               discharges and otherwise deal with the Corporation and with other
               parties, sureties or securities as the Holder may see fit without
               prejudice to the Obligations or the rights of the Holder in
               respect of the Security.

          (3)  Save and except for its gross negligence or wilful misconduct,
               the Holder shall not be (i) liable or accountable for any failure
               to collect, realize or obtain payment in respect of the Security;
               (ii) bound to institute proceedings for the purpose of
               collecting, enforcing, realizing or obtaining payment of the
               Security or for the purpose of preserving any rights of the
               Holder, the Corporation or any other parties in respect thereof;
               (iii) responsible for any loss occasioned by any sale or other
               dealing with the Security or by the retention of or failure to
               sell or otherwise deal therewith; (iv) bound to protect the
               Security from depreciating in value or becoming worthless; and
               (v) subject to applicable law, without limitation to the
               foregoing, responsible, liable or accountable for any debts
               contracted or for damages to persons or property or for salaries
               or for non-fulfillment of contracts during any period wherein the
               Holder or its agent or receiver shall be in possession or
               management of the Security as herein provided.


<PAGE>
                                     - 6 -

3.7      Standards of Sale.

         Without prejudice to the ability of the Holder to dispose of the
Security in any manner which is commercially reasonable, the Corporation
acknowledges that a disposition of the Security by the Holder, which takes place
substantially in accordance with the following provisions, shall be deemed to be
commercially reasonable:

          (a)  Security may be disposed of in whole or in part;

          (b)  Security may be disposed of by public auction, public tender or
               private contract, with or without advertising and without any
               other formality;

          (c)  any purchaser or lessee of such Security may be a customer of the
               Holder;

          (d)  a disposition of the Security may be on such terms and conditions
               as to credit or otherwise as the Holder, in its sole discretion,
               may deem advantageous; and

          (e)  the Holder may establish an upset or reserve bid or price in
               respect of the Security.

3.8      Dealings by Third Parties.

         No person dealing with the Holder or its agent or a receiver shall be
required (i) to determine whether the Security Interest has become enforceable;
(ii) to determine whether the powers which the Holder or its agent is purporting
to exercise have become exercisable; (iii) to determine whether any money
remains due to the Holder by the Corporation; (iv) to determine the necessity or
expediency of the stipulations and conditions subject to which any sale or lease
shall be made; (v) to determine the propriety or regularity of any sale or of
any other dealing by the Holder with the Security or (vi) to see to the
application of any money paid to the Holder.

3.9      Receiver Not Liable.

         No receiver shall be liable to the Corporation to account for monies
other than monies actually received by him in respect of the real property
forming part of the Security, or any part thereof, and out of such monies so
received every such receiver shall, in the following order, pay:

          (a)  the receiver's remuneration as aforesaid;

          (b)  all costs and expenses of every nature and kind incurred by the
               receiver in connection with the exercise of his powers and
               authority hereby conferred;

          (c)  interest, principal and other money which may, from time to time,
               be or become charged upon the real property forming part of the
               Security in priority to these presents, including taxes;

          (d)  to the Holder all interest, principal and other monies due
               hereunder to be paid in such order as the Holder in its
               discretion shall determine; and

          (e)  thereafter, every such receiver shall be accountable to the
               Corporation for any surplus.

The remuneration and expenses of the receiver shall be paid by the Corporation
on demand and shall be a charge on the real property forming part of the
Security and shall bear interest from the date of demand at the same rate as
applies to the Obligations hereby secured.


<PAGE>
                                     - 7 -

                                   ARTICLE 4
                                     GENERAL

4.1      General

         The Holder may pay the amount of any encumbrance, lien or charge now or
hereafter existing or to arise or to be claimed upon the real property and
interests therein forming part of the Security having priority over this
Debenture, including any taxes, utility charges or other rates on the Real
Property or any of them and may pay all costs, charges and expenses and all
solicitors' fees on a solicitor and his own client basis, which may be incurred
in taking, recovering and keeping possession of the Real Property or in
protecting, repairing, restoring or preserving the Real Property and generally
in any proceedings or steps of any nature whatever properly taken in connection
with or to realize this security or in respect of the collection of any overdue
interest, the Obligations, insurance premiums or any other monies whatsoever
payable by the Corporation hereunder whether any action or any judicial
proceedings to enforce such payments has been taken or not. The amount so paid
shall be added to the debt hereby secured and be a charge on the Real Property
and shall bear interest at the rate aforesaid, and shall be payable forthwith by
the Corporation to the Holder. For the purposes of Section 4.1 any reference to
real property shall include any interests therein forming part of the Security.

4.2      Discharge.

         The Security Interest shall be discharged upon, but only upon, full
payment of the Obligations and at the request and at the expense of the
Corporation. The Holder shall execute and deliver to the Corporation such
releases and discharges as the Corporation may reasonably require.

4.3      No Merger, etc.

         No judgment recovered by the Holder shall operate by way of merger of
or in any way affect the Security Interest, which is in addition to and not in
substitution for any other security now or hereafter held by the Holder in
respect of the Obligations.

4.4      Waivers, etc.

         No amendment, consent or waiver by the Holder shall be effective unless
made in writing and signed by an authorized officer of the Holder and then such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

4.5      Notices, Etc.

         Any notice, direction, demand or other communication required or
permitted to be given under this debenture shall, except as otherwise permitted
hereunder, be in writing and given by delivering it or sending it by telecopy or
other similar form of recorded communication addressed, if to the Corporation,
333 King Street East, Toronto, Ontario M5A 3X5, Attention: Kin-Man Li, Vice
President, Corporate Controller, Sun Media Corporation Telephone: (416)
957-2080, Telecopier: (416) 947-3119, and if to the Holder to it at: 555 South
Flower, 17th Floor (Mail Code CA9-706-17-54) Los Angeles, California, Attention:
Vice-President, Agency, Telephone: (213) 345-1300, Telecopier (450) 503-5011.
Any such communication shall be deemed to have been validly and effectively
given (i) if personally delivered, on the date of such delivery if such date is
a Business Day and such delivery was made prior to 4:00 p.m. (Toronto time); and
(ii) if transmitted by facsimile or similar means of recorded communication, on
the Business Day next following such date of transmission. Any party may change
its address for service from time to time by notice given in accordance with the
foregoing and any subsequent notice shall be sent to the party at its changed
address.

4.6      Further Assurances.

         The Corporation shall from time to time, whether before or after the
Security Interest shall have become enforceable, do all such acts and things and
execute and deliver all such deeds, transfers, assignments and instruments as
the Holder may reasonably require for protecting the Security or perfecting the
Security Interest and for exercising all powers,

<PAGE>
                                     - 8 -

authorities and discretions hereby conferred upon the Holder, and the
Corporation shall, from time to time after the Security Interest has become
enforceable do all such acts and things and execute and deliver all such deeds,
transfers, assignments and instruments as the Holder may require for
facilitating the sale of the Security in connection with any realization
thereof.

4.7      Successors and Assigns.

         This debenture shall be binding upon the Corporation, its successors
and assigns, and shall ensure to the benefit of the Holder and its successors
and assigns. All rights of the Holder hereunder shall be assignable and in
any action brought by an assignee to enforce any such right, the Corporation
shall not assert against such assignee any claim or defence which the
Corporation now has or hereafter may have against the Holder.

4.8      Headings, etc.

         The division of this debenture into sections and subsections and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation thereof.

4.9      Severability.

         If any provision of this debenture shall be deemed by any court of
competent jurisdiction to be invalid or void, the remaining provisions shall
remain in full force and effect.

4.10     Credit Agreement.

         This Debenture has been delivered pursuant to and is held by the Holder
subject to the terms and conditions of a Credit Agreement dated as of the 7th
day of February, 2003 and made between Sun Media Corporation and the Holder, as
agent and the lenders party thereto, as the same may be subsequently amended,
restated, supplemented or otherwise modified from time to time (the "CREDIT
AGREEMENT").

4.11     Time of the Essence.

         Time shall be of the essence with regard to this debenture.

4.12     Governing Law.

         This debenture shall be governed by and construed in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable
therein provided that the enforcement of the mortgage charge on the real
property or interests therein forming part of the Security described in Schedule
"A" shall be governed by the laws of the Province in which such real property is
situate and shall be treated in all respects as an Ontario contract.

4.13     Farm Lands Declaration (Manitoba only)

         The registration of this instrument does not contravene the provisions
of THE FARM OWNERSHIP ACT because the real property forming part of the Security
is not farmland as defined in the THE FARM LANDS OWNERSHIP ACT.

4.14     LAND TITLES ACT (ALBERTA)

         And for better securing to the Holder the repayment set out above of
the principal sum and interest and other amounts secured, the Corporation hereby
mortgages to the Holder all of its estate and interest in the real property
forming part of the Security.

4.15     THE SASKATCHEWAN FARM SECURITY ACT

         The Corporation agrees that the provisions of Part IV of THE
SASKATCHEWAN FARM SECURITY ACT, other than section 46, shall have no application
to this debenture or any other indenture, instrument or agreement entered into
by the Corporation at any time hereinafter, supplemental to or ancillary to or
in implement of this debenture and all of the benefits of the said Part IV of
THE SASKATCHEWAN FARM SECURITY ACT are hereby waived by the Corporation.

<PAGE>
                                     - 9 -

4.16     CLAUSE 15 EXCLUDED.

         Clause 15 of Schedule 6 of the LAND TRANSFER FORM ACT (British
Columbia) is expressly excluded from this debenture.

4.17     LEGAL COSTS.

         The Corporation irrevocably consents and agrees to any award of legal
costs and expenses on a solicitor and client basis by any Court under Section 20
of the LAW AND EQUITY ACT (British Columbia), as amended, in any foreclosure
proceeding in respect of this debenture.

4.18     Doctrine of Consolidation.

         Section 31 of the PROPERTY LAW ACT (British Columbia), abolishing the
doctrine of consolidation, is not intended to apply to this debenture.

4.19     COUNTERPARTS.

         This debenture may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which when taken together
shall constitute one and the same document.

4.20     CONFLICT.

         The parties acknowledge and agree that if for the purposes of
registration of this debenture as a mortgage under the LAND TITLE ACT (British
Columbia), a Form B under that Act (forming Part 1 of such mortgage) is attached
to a counterpart of this debenture (constituting express mortgage terms and
forming Part 2 of such mortgage), such Form B includes a summary of terms
contained in this debenture, and consequently in the event of conflict between
the terms of this debenture and the Form B, the terms of this debenture shall
prevail and the Form B shall be interpreted in accordance with the definitions
included in, and the terms of, this debenture. The copies of this debenture with
the Form B and without the Form B shall be deemed to be counterparts of the same
document.


               IN WITNESS WHEREOF the Corporation has duly executed this
debenture under the hands of its proper officers duly authorized in that behalf
as of the 4th day of February 2003.

                                [SUN MEDIA CORPORATION/BOWES PUBLISHERS LIMITED]

                                Per:   /s/ CLAUDINE TREMBLAY
                                       ---------------------
                                Name:  Claudine Tremblay

                                Title:  Corporate Secretary





                                BANK OF AMERICA, N.A.

                                Per:   /s/ ROBERT CAMPBELL
                                       -------------------
                                Name:  Robert Campbell

                                Title:  Authorized Signing Officer









<PAGE>
                                     - 10 -



                       SCHEDULE "A" TO THE DEBENTURE FROM
                [SUN MEDIA CORPORATION/BOWES PUBLISHERS LIMITED]
                                       TO
                              BANK OF AMERICA, N.A.
                         DATED AS OF FEBRUARY 4TH, 2003






                     DESCRIPTION OF REAL PROPERTY - FREEHOLD






<PAGE>
                                     - 11 -


                       SCHEDULE "B" TO THE DEBENTURE FROM
                [SUN MEDIA CORPORATION/BOWES PUBLISHERS LIMITED]
                                       TO
                              BANK OF AMERICA, N.A.
                         DATED AS OF FEBRUARY 4TH, 2003



                    DESCRIPTION OF REAL PROPERTY - LEASEHOLD