Exhibit
      10.3


    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (the “Agreement”) is made as of March 22, 2006, by
      and between The Tube Media Corp., a Delaware corporation (the “Corporation”),
      and Sinclair Television Group, Inc., a Maryland corporation (the “Purchaser”
).

     

    Any
      capitalized terms used hereunder which are not separately defined in this
      Agreement shall have the meaning ascribed to such terms in the Charter
      Affiliation Agreement or the Letter Agreement, each dated of even date herewith
      by and between the Corporation and the Purchaser.

     

    The
      Corporation and the Purchaser hereby agrees as follows:

     

    SECTION
      1.

    Authorization,
      Purchase and Sale of the Stock

     

    1.1    Authorization
      of the Stock.
      The
      Corporation has authorized the issuance and sale to the Purchaser of (i) shares
      of the Corporation’s common stock, par value $.0001 per share (the “Stock”) in
      the amounts set forth in subparagraphs (a) and (b) below and (ii) warrants
      to
      purchase shares of Stock as set forth in subparagraphs (c) and (d) below, as
      a
      payment to Purchaser pursuant to the Charter Affiliation Agreement between
      the
      parties hereto dated of even date herewith (the “Charter Affiliation Agreement”)
      and the letter agreement dated of even date herewith between the parties which
      is a part of the Charter Affiliation Agreement (the “Letter
      Agreement”):

     

    (a)    [XXXXX]* 
      shares
      of the Stock to be delivered to the Purchaser within 20 days after the execution
      of the Charter Affiliation Agreement.

     

    (b)    Upon
      Purchaser’s transmission of the Service on Stations representing at least fifty
      percent (50%) of DMAs where Purchaser owns and/or operates Broadcast Television
      stations (“Affiliate
      DMAs”),
      Corporation shall issue to Purchaser an additional [XXXXX]* shares of common
      stock of Corporation.

     

    (c)    On
      or
      after March 1, 2007 and
      upon
      Purchaser’s transmission of the Service on Stations representing at least
      seventy-five percent (75%) of Affiliate DMAs, Corporation shall issue to
      Purchaser an additional [XXXXX]* shares of common stock of
      Corporation.

    


    (d)    Within
      twenty (20) days after the execution of the Charter Affiliation Agreement,
      the
      Corporation shall provide a common stock purchase warrant to acquire [XXXXX]*
      shares of the Stock, at a purchase price of two dollars and twenty-five cents
      ($2.25) per share. The warrant will be in the form attached as an exhibit to
      the
      Letter Agreement;

    


    (e)    On
      or
      after March 1, 2007 and upon Purchaser’s transmission of the Service on Stations
      representing seventy-five percent (75%) of Affiliate DMAs, Purchaser shall
      receive a common stock purchase warrant to acquire [XXXXX]* shares of
      Corporation’s common stock, at a purchase price of two dollars and fifty cents
      ($2.50) per share. The warrant will be in the form attached as an exhibit to
      the
      Letter Agreement.

    


    
      
        
          

          
            
              *
                Filed
                under an application for confidential
                treatment.

            

          

        

      

      
         1


        
          

        

      

      
        
        

      

    

     

    1.2    Sale
      and Purchase of the Stock.
      At each
      Closing (as defined herein), subject to the terms and conditions hereof and
      in
      reliance upon the representations, warranties and agreements contained herein,
      Purchaser agrees to purchase at the Closing and the Corporation agrees to issue
      to Purchaser at the Closing, that number of shares of the Stock set forth in
      Section 1.1 above. 

     

    SECTION
      2.

    Closing,
      Payment and Delivery

     

    2.1    Closing
      Date and Place of Closing.
      The
      purchase and sale of the Stock set forth in Section 1.1 shall take place at
      the
      offices of the Corporation, at the time of the closing of the Charter
      Affiliation Agreement or upon the occurrence of the events set forth in
      subparagraphs (b), (c), (d) and (e) of Section 1.1, or at such other time and
      place as the Corporation and the Purchaser mutually agree upon orally or in
      writing (each such time and place are designated as the “Closing”).

     

    2.2    Payment
      and Delivery.
      Within
      twenty days of each of the Closings, the Corporation will deliver to Purchaser
      a
      stock certificate representing the Stock to be issued arising from such closing.
      The payment consideration hereunder is the non-cash consideration of Purchaser
      provided pursuant to the Charter Affiliation Agreement.

     

    2.3    Covenant
      of Best Efforts and Good Faith.
      The
      Corporation and the Purchaser agree to use their respective best efforts and
      to
      act in good faith to cause to occur all conditions to Closing which are in
      their
      respective control.

     

    SECTION
      3.

    Representations
      and Warranties of the Corporation

     

    The
      Corporation hereby represents and warrants to the Purchaser that:

     

    3.1    Incorporation.
      The
      Corporation is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and is qualified to do business
      in each jurisdiction in which the character of its properties or the nature
      of
      its business requires such qualification, except where the failure to so qualify
      would not have a material adverse effect upon the Corporation’s financial
      condition, business, assets or results of operations (hereafter, a “Material
      Adverse Effect”). The Corporation has all requisite corporate power and
      authority to carry on its business as now conducted.

     

    3.2    Authorization.
      All
      corporate action on the part of the Corporation, its officers, directors and
      stockholders necessary for the authorization, execution, delivery and
      performance of this Agreement and the consummation of the transactions
      contemplated herein has been taken. When executed and delivered by the
      Corporation, this Agreement shall constitute the legal, valid and binding
      obligation of the Corporation, enforceable against the Corporation in accordance
      with its terms, except (i) as limited by bankruptcy, insolvency, reorganization,
      moratorium and other laws of general application affecting enforcement of
      creditors’ rights generally; (ii) as limited by laws relating to the
      availability of specific performance, injunctive relief or other equitable
      remedies; and (iii) to the extent the indemnification provisions contained
      in
      this Agreement may be limited by applicable federal or state securities laws.
      The Corporation has all requisite corporate power to enter into this Agreement
      and to carry out and perform its obligations under the terms of this
      Agreement.

     

    
      
        
          

          
            
              *
                Filed
                under an application for confidential
                treatment.

            

          

        

      

      
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          2 -

        
          

        

      

      
        
        

      

    

     

    3.3    Valid
      Issuance of the Stock.
      The
      Stock being issued to the Purchaser hereunder will, upon issuance pursuant
      to
      the terms hereof, be duly authorized and validly issued, fully paid,
      nonassessable and free of any liens or encumbrances created by the Corporation
      and will, assuming the accuracy of the representations and warranties made
      by
      the Purchaser to the Corporation, be in compliance with applicable state and
      federal securities laws.

     

    3.4    Consents.
      All
      consents, approval, orders, authorizations, registrations, qualifications,
      and
      filings required on the part of the Corporation to be obtained or made prior
      to
      the Closing in connection with the execution, delivery or performance of this
      Agreement, and the consummation of the transactions contemplated herein have
      been obtained or made or will be obtained or made, prior to the
      Closing.

     

    3.5    No
      Conflict.
      The
      execution and delivery of this Agreement by the Corporation and the consummation
      of the transactions contemplated hereby will not conflict with or result in
      any
      violation of or default (with or without notice or lapse of time, or both)
      under, or give rise to a right of termination, cancellation or acceleration
      of
      any obligation or to a loss of a material benefit or give rise to an event
      which
      results in the creation of any lien, charge or encumbrance upon any of the
      Corporation’s properties or assets under (i) any provision of the Certificate or
      Bylaws of the Corporation or (ii) any agreement or instrument, permit,
      franchise, license, judgment, order, statute, law, ordinance, rule or
      regulations, applicable to the Corporation or its respective properties or
      assets.

     

    3.6    Brokers
      or Finders.
      The
      Corporation has not dealt with any broker or finder in connection with the
      transactions contemplated by this Agreement, and the Corporation has not
      incurred, and shall not incur, directly or indirectly, any liability for any
      brokerage or finders’ fees or agents commissions or any similar charges in
      connection with this Agreement or any transaction contemplated
      hereby.

     

    


    SECTION
      4.

    Representations
      and Warranties of the Purchaser

     

    Purchaser
      hereby represents, warrants and covenants to the Corporation that:

     

    4.1    Authorization.
      The
      Purchaser has full right, power and authority to enter into this Agreement,
      and
      such agreement constitutes its valid and legally binding obligation, enforceable
      in accordance with its terms, except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies, and (iii) to the extent the indemnification provisions
      contained in this Agreement may be limited by applicable federal or state
      securities laws.

     

    
      
        
        

      

      
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    4.2    Purchase
      Entirely for Own Account.
      This
      Agreement is made with the Purchaser in reliance upon such Purchaser’s
      representation to the Corporation, which by such Purchaser’s execution of this
      Agreement the Purchaser hereby confirms, that the Stock to be received by such
      Purchaser will be acquired for investment for the Purchaser’s own account, not
      as a nominee or agent, and not with a view to the resale or distribution of
      any
      part thereof, and that the Purchaser has no present intention of selling,
      granting any participation in or otherwise distributing the same. By executing
      this Agreement, the Purchaser further represents that such Purchaser does not
      have any contract, undertaking, agreement or arrangement with any person to
      sell, transfer or grant participations to such person or to any third person,
      with respect to any of the Stock.

     

    4.3    Disclosure
      of Information.
      The
      Purchaser, individually or through its investment advisor believes it has
      received all the information it considers necessary or appropriate for deciding
      whether to purchase the Stock. The Purchaser further represents that,
      individually or through its investment advisor it has had an opportunity to
      ask
      questions and receive answers from the Corporation regarding the terms and
      conditions of the offering of the Stock and the business, properties, prospects
      and financial condition of the Corporation.

     

    4.4    Investment
      Experience.
      The
      Purchaser acknowledges that it can bear the economic risk of its investment,
      and
      has, individually or through its investment advisor such knowledge and
      experience in financial or business matters that it is capable of evaluating
      the
      merits and risks of the investment in the Stock. The Purchaser also represents
      it has not been organized for the purpose of acquiring the Stock.

     

    4.5    Accredited
      Investor.
      The
      Investor is an “accredited investor” within the meaning of SEC Rule 501 of
      Regulation D as presently in effect.

     

    4.6    Restricted
      Securities.
      The
      Purchaser understands that the Stock it is acquiring constitutes “restricted
      securities” under the federal securities laws inasmuch as they are being
      acquired from the Corporation in a transaction not involving a public offering
      and that under such laws and applicable regulations such Securities may be
      resold without registration under the Act only in certain limited circumstances.
      In the absence of an effective registration statement covering the Stock or
      an
      available exemption from registration under the Act, the Stock must be held
      indefinitely. In this connection, such Purchaser represents that it is familiar
      with SEC Rule 144, as presently in effect, and understands the resale
      limitations imposed thereby and by the Act, including without limitation the
      Rule 144 condition that current information about the Corporation be available
      to the public.

     

    4.7    Transfer
      Restrictions.

     

    (a)    The
      Stock, Warrants, and Stock acquired on the exercise of the Warrants may only
      be
      disposed of in compliance with state and federal securities laws. In connection
      with any transfer of Stock, Warrants, and Stock acquired on the exercise of
      the
      Warrants other than pursuant to an effective registration statement, the Company
      may require the transferor thereof to provide to the Company an opinion of
      counsel selected by the transferor and reasonably acceptable to the Company,
      the
      form and substance of which opinion shall be reasonably satisfactory to the
      Company, to the effect that such transfer does not require registration of
      such
      transferred Securities under the Securities Act. As a condition of transfer,
      any
      such transferee shall agree in writing to be bound by the terms of this
      Agreement and the Registration Rights Agreement and shall have the rights of
      a
      Purchaser under this Agreement and the Registration Rights Agreement, provided,
      that the foregoing shall not apply to a transfer of Securities pursuant to
      an
      effective registration statement.

     

    
      
        
        

      

      
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          4 -

        
          

        

      

      
        
        

      

    

     

    (b)    The
      Purchaser agrees to the imprinting, so long as is required by
      applicable federal and state securities laws, of
      a
      legend on any of the Stock, Warrants or Stock acquired upon the exercise of
      the
      Warrants in the following form:

     

    With
      respect to certificates representing Common Stock (including Warrant
      Shares):

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,
      OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. 

     

    With
      respect to the Warrants:

     

    THE
      EXERCISE OF THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
      EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT
      MAY
      ONLY BE EXERCISED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE
      SECURITIES LAWS. AS A CONDITION PRECEDENT TO THE EXERCISE OF THIS WARRANT,
      THE
      COMPANY MAY REQUIRE SUCH CERTIFICATES AND OPINIONS OF COUNSEL AS IT DEEMS
      NECESSARY FROM THE PERSON EXERCISING THIS WARRANT TO ESTABLISH THE EXISTENCE
      OF
      SUCH EXEMPTIONS. 

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT,
      AND,
      ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.

     

    
      
        
        

      

      
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          5 -

        
          

        

      

      
        
        

      

    

     

    THIS
      WARRANT IS SUBJECT TO OTHER RESTRICTIONS ON TRANSFER AS SET FORTH IN A
      SECURITIES PURCHASE AGREEMENT, THE FORM OF WHICH IS AVAILABLE FROM THE COMPANY.
      

    


    (c)    Certificates
      evidencing the Common Stock, including Warrant Shares, shall not contain any
      legend (including the legend set forth in Section 4.7 hereof): (i) following
      any
      sale of such Common Stock pursuant to an effective registration statement under
      the Securities Act or pursuant to Rule 144, or (ii) if such Common Stock is
      eligible for sale under Rule 144(k), provided that, in each case, the Purchase
      provides a copy of such certificates or confirmations as the
      Company reasonably
      requests.

     

    4.8    Purchaser
      Counsel.
      The
      Purchaser acknowledges that such Purchaser and, if applicable, its advisors
      has
      had the opportunity to review this Agreement, the exhibits and schedules
      attached hereto and the transactions contemplated by this Agreement with such
      Purchaser’s own legal counsel. Purchaser is relying solely on such Purchaser’s
      legal counsel and not on the Corporation’s legal counsel, for legal advice with
      respect to this investment or the transactions contemplated by this
      Agreement.

     

    


    SECTION
      5.

    Conditions
      to Obligations of the Purchaser

     

    The
      obligation of the Purchasers to purchase the Stock is subject to the fulfillment
      on or prior to the Closing Date of each of the following
      conditions:

     

    5.1    Representations
      and Warranties.
      The
      representations and warranties of the Corporation shall be true and correct
      in
      all material respects on the Closing Date as if made on such Date and the
      Corporation shall have an officer provide a certificate as of the Closing Date
      attesting to such fact.

     

    
      
        
        

      

      
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          6 -

        
          

        

      

      
        
        

      

    

     

    5.2    Performance.
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      or complied with by the Corporation on or prior to the Closing Date shall have
      been performed or complied with in all material respects.

     

    5.3    Legal
      Issuance.
      At the
      time of the Closing, the issuance and purchase of the Stock shall be legally
      permitted by all laws and regulations to which the Purchaser and the Corporation
      are subject.

     

    5.4    Proceedings
      and Documents.
      All
      corporate and other proceedings in connection with the transactions contemplated
      hereby and all documents and instruments incident to such transactions shall
      be
      satisfactory in form and substance to the Purchaser and its
      counsel.

     

    SECTION
      6.

    Conditions
      to Obligations of the Corporation

     

    The
      Corporation’s obligation to sell the Stock is subject to the fulfillment on or
      prior to the Closing Date of each of the following conditions:

     

    6.1    Representations
      and Warranties .
      The
      representations and warranties made by the Purchaser shall be true and correct
      in all material respects on the Closing Date.

     

    6.2    Legal
      Issuance.
      At the
      time of the Closing, the issuance and purchase of the Stock shall be legally
      permitted by all laws and regulations to which the Purchaser and the Corporation
      are subject.

     

    6.3    Consideration.
      The
      Corporation shall concurrently receive the consideration for the Stock as
      provided in the Charter Affiliation Agreement and the Letter Agreement. For
      purposes hereof, the Corporation acknowledges that the value of the
      consideration received hereunder arising from the purchase of the Stock by
      Purchaser is equal to the fair market value of the Stock as of the date of
      execution of this Agreement.

     

    The
      Corporation’s execution of this Agreement shall evidence its acknowledgement
      that the foregoing conditions have been satisfied by the Purchaser.

    


    


    SECTION
      7.

    Miscellaneous

     

    7.1    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. 

     

    7.2    Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of and be binding upon the successors and assigns of the
      parties.

     

    
      
        
        

      

      
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    7.3    Entire
      Agreement; Amendment.
      This
      Agreement (including any Exhibits and Schedules hereto) and the other documents
      delivered pursuant hereto constitute the full and entire understanding and
      agreement between the parties with regard to the subjects hereof and thereof.
      Neither this Agreement nor any term hereof may be amended, waived, discharged
      or
      terminated except by a written instrument signed by the Corporation and
      Purchaser.

     

    7.4    Notices,
      etc.
      All
      notices and other communications required or permitted hereunder shall be mailed
      by internationally recognized courier service and facsimile addressed (a) if
      to
      the Purchaser, as indicated below the Purchaser’s signature with a copy to the
      designated entity or at such other address as the Purchaser shall have furnished
      to the Corporation in writing, or (b) if to any other holder of any Stock at
      the
      address of such holder as shown on the records of the Corporation, or (c) if
      to
      the Corporation, at its address set forth below or at such other address as
      the
      Corporation shall have furnished to the Purchaser and each such other holder
      in
      writing. All such notices or communications shall be deemed given when delivered
      personally by courier, by internationally recognized courier or by
      facsimile.

     

    7.5    Delays
      or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to any party
      to this Agreement (including any holder of Stock), upon any breach or default
      or
      another party under this Agreement, shall impair any such right, power or remedy
      of such party nor shall it be construed to be a waiver of any such breach or
      default, or an acquiescence therein, or of or in any similar breach or default
      thereafter occurring; nor shall any waiver of any single breach or default
      be
      deemed a waiver of any other breach or default theretofore or thereafter
      occurring. All remedies, either under this Agreement or by law or otherwise
      afforded to any party, shall be cumulative and not alternative.

     

    7.6    Severability.
      In case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

    


    7.7    Titles
      and Subtitles.
      The
      titles of the Sections and subsections of this Agreement are for convenience
      of
      reference only and are not to be considered in construing this
      Agreement.

     

    7.8    Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

     

    7.9    Fees
      and Expenses.
      The
      parties hereto shall pay their own costs and expenses in connection
      herewith.

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed and
      delivered by their duly authorized officers as of the day and year first written
      above.

     

    
      	 	 	 	THE TUBE MEDIA CORP.
	 	 	 	 
	 	 	 	 
	 	 	 	By:  
/s/
              David C.
              Levy                                      
              
	 	 	 	    Name:
              David C.
              Levy
    Title:
              President


    

    
      
        	 	 	 	 
	 	 	 	Address: 1451 West Cypress Creek
                Road,
	 	 	 	
                 
Suite
                  300

              
	 	 	 	
                 
Fort
                  Lauderdale, FL 33309

              
	 	 	 	 
	 	 	 	 
	
                 

                 

                 

              	 	 	SINCLAIR TELEVISION GROUP, INC
	 	 	 	
                By:  
/s/
                  David B.
                  Amy                                       
                  

              
	 	 	 	
                Name: David
                  B. Amy

                Title:
                  Chief Financial Officer

              
	 	 	 	 
	 	 	 	Address: 10706 Beaver Dam Road
	 	 	 	
                 
Hunt
                  Valley, Maryland
                  21030