Exhibit
        10.2 

      


      STOCK
        PURCHASE AGREEMENT

      


      STOCK
        PURCHASE AGREEMENT
        (“Agreement”)
        dated
        June 24, 2008, among EQUITY
        MEDIA HOLDINGS CORPORATION,
        a
        Delaware corporation (the “EMHC”),
        C.A.S.H.
        SERVICES, INC., an
        Arkansas corporation and wholly owned subsidiary of EMHC (“Seller”),
        and
RETRO
        PROGRAMMING SERVICES, INC., an
        Arkansas corporation and wholly owned subsidiary of Seller (“Company”),
        on
        the one hand, and LUKEN
        COMMUNICATIONS, LLC,
        a
        Tennessee limited liability company (“Purchaser”),
        on
        the other hand.

       

      RECITALS:

       

      A. The
        Seller is the record and beneficial owner of all of the issued and outstanding
        shares of capital stock of the Company;

       

      B. The
        Seller desires to sell such shares to the Purchaser, and the Purchaser desires
        to purchase such shares from the Seller (the “Stock
        Purchase”);

       

      C. 
        As a
        condition to its proceeding with the Stock Purchase, the Seller is receiving
        the
        Repurchase Option (as defined in Section 4.1) exercisable at any time during
        the
        Option Period (as defined in Section 4.2) to repurchase from Purchaser all
        but
        not less than all of the capital stock of the Company.

       

      D. Concurrently
        with the consummation of the Stock Purchase, the Purchaser and certain
        subsidiaries of EMHC are executing a series of station purchase agreements,
        copies of which are attached hereto as Exhibits
        A(1), (2), (3), (4) and (5)
        (“Station
        Purchase Agreements”)
        by
        which Purchaser will acquire, upon receipt of necessary approvals, including
        those from the Federal Communications Commission, certain broadcast television
        stations (“Stations
        Purchase”).
        

       

      F.
         Concurrently
        with the consummation of the Stock Purchase, the Purchaser and EMHC are
        executing a warrant purchase agreement in the form of Exhibit
        B
        hereto
        (“Warrant
        Purchase Agreement”)
        by
        which Purchaser is purchasing from EMHC warrants to purchase an aggregate
        of
        8,050,000 shares of the common stock of EMHC (“Warrant
        Purchase”).
        

       

      G. Henry
        G.
        Luken III is the manager of the Purchaser and was formerly the chairman of
        the
        board, chief executive officer and president of EMHC.

       

      H. A
        special
        committee of the board of directors of EMHC has determined that the consummation
        of the Share Purchase, Stations Purchase and Warrant Purchase (collectively
        the
“Transactions”) is fair to EMHC and its stockholders and has received a fairness
        opinion with respect to same.

       

      IT
        IS
        AGREED:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        I

      


      STOCK
        PURCHASE

       

      1.1  Purchase
        and Sale.
        Upon the
        terms and subject to the conditions hereof, the
        Seller hereby sells, and Purchaser hereby accepts, 1,000 shares of Company
        Stock
        (as defined) owned by the Seller, free and clear of all Liens other than
        those
        created or permitted to exist by Purchaser. After giving effect to the
        adjustments to be made pursuant to Section 1.7, the Company will be transferred
        to Purchaser without any outstanding liabilities that are due and payable
        or
        accrued as of immediately prior to Closing. Notwithstanding anything to the
        contrary, for all purposes under this Agreement, the Purchaser acknowledges
        that
        Larry Morton, Neal Ardman and affiliates thereof and other persons associated
        with Messrs. Morton and/or Ardman or such affiliates have the economic rights
        (“Morton
        Rights”)
        set
        forth in the certain assets purchase agreement, dated as of the date hereof
        and
        attached as Exhibit
        C hereto
        (“Morton
        Agreement”). 

       

      1.2 Purchase
        Price.
        The
        purchase price (“Purchase
        Price”)
        being
        paid by the Purchaser to the Seller for the shares of Company Stock is Eighteen
        Million, Five Hundred Thousand Dollars ($18,500,000),
        as may
        be adjusted pursuant to the terms of this Agreement, including Section
        6.5.

       

      1.3 Payment
        of Purchase Price; Liabilities.
        The
        Purchase Price is being paid to the Seller at the Closing by wire transfer
        of
        immediately available funds to the accounts designated by the Seller as set
        forth on Schedule
        1.3(a)
        hereto.
        The net proceeds received by the Seller from the Purchase Price shall first
        be
        used to repay certain indebtedness of Seller, and the balance used, together
        with other cash resources of EMHC, to satisfy at or as soon as practicable
        after
        Closing, the outstanding liabilities of the Company that are due and payable
        or
        accrued as of immediately prior to Closing set forth on Schedule
        1.3(b)
        hereto.


       

      1.4 The
        Closing.
        The
        consummation of the transactions contemplated by this Agreement is
        taking
        place
        concurrently with the execution of this Agreement at a closing (the
“Closing”)
        at the
        offices of Graubard Miller, The Chrysler Building, 405 Lexington Avenue,
        19th
        Floor,
        New York, New York 10174-1901.
        The date
        on which the Closing takes place is referred to herein as the “Closing
        Date.”

       

      1.5 Seller,
        EMHC and Company Deliveries.
        At the
        Closing, the Seller is delivering or causing the delivery to the Purchaser
        of
        (a) the certificates for the issued and outstanding shares of Company Stock,
        duly endorsed for transfer, (b) the Station Purchase Agreements, executed
        by
        EMHC and its appropriate Affiliates, (c) the Warrant Purchase Agreement,
        together with the applicable warrants, executed by EMHC, and (d) the
        certificates and other agreements and instruments contemplated by this
        Agreement.

       

      1.6 Purchaser
        Deliveries.
        At the
        Closing, the Purchaser is delivering to the Seller (a) the Purchase Price
        in the
        manner described in Section 1.3,
        (b) the
        Station Purchase Agreements, executed by the Purchaser and appropriate
        Affiliates, (c) the Warrant Purchase Agreement, executed by the Purchaser
        and
        appropriate Affiliates, (d) all payments due at closing by wire transfer
        and (e)
        the certificates and other agreements and instruments contemplated by this
        Agreement.


      
        
          
          

        

        
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      1.7 Apportionments.
        As soon
        as practicable following Closing, the parties shall work together to provide
        for
        a complete, customary accounting true-up, including but not limited with
        respect
        to accounts receivable, accounts payable, prepaid expenses, prepaid advertising,
        accrued liabilities, utilities, insurance, etc. In this regard, among other
        things, all receivables generated through the activities of the Company prior
        to
        the date of Closing shall be the property of and collected by the Seller.
        All
        receivables generated through the activities of the Company on and after
        the
        date of Closing shall be the property of and collected by the Purchaser.
        All
        liabilities accrued and owing as of the date of Closing will be satisfied
        by the
        Seller and all liabilities accruing and owed after the Closing will be satisfied
        by Purchaser or the Company.

       

      1.8 Further
        Assurances; Post-Closing Cooperation.
        Subject
        to the terms and conditions of this Agreement, at any time or from time to
        time
        after the Closing, each of the parties shall execute and deliver such other
        documents and instruments, provide such materials and information and take
        such
        other actions as may reasonably be necessary, proper or advisable, to the
        extent
        permitted by law, to fulfill its obligations under this Agreement and the
        other
        documents relating to the transactions contemplated by this Agreement to
        which
        it is a party.
        EMHC
        and its representatives shall be afforded all reasonable access as they may
        request to the financial statements, books and records and consolidated tax
        returns of the Company through June 30, 2009.

       

      ARTICLE
        II

       

      REPRESENTATIONS
        AND WARRANTIES OF THE SELLER
        AND
        EMHC

       

      The
        Seller
        hereby represents and warrants to Purchaser as of the date hereof as set
        forth
        below. All such representations are also qualified by and subject to the
        Morton
        Rights.

       

      2.1 Organization.
        Each of
        EMHC, the Company and the Seller (collectively, the “Company
        Group”)
        is a
        corporation duly incorporated, validly existing and in good standing under
        the
        laws of the state of its formation and has the requisite corporate power
        and
        authority to own, lease and operate its assets and properties and to carry
        on
        its business as it is now being conducted, except where the failure to have
        same
        would not, individually or in the aggregate, reasonably be expected to have
        a
        Material Adverse Effect (as defined in Section 7.2) on the Company. The Company
        is qualified to do business in each jurisdiction where the conduct of its
        business so requires, except where the failure to qualify would not,
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect on the Company.

       

      2.2 Subsidiaries.
        The
        Company has no direct or indirect subsidiaries.


      
        
          
          

        

        
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      2.3 Capitalization.
        The
        authorized capital stock of the Company consists of 1,000 shares of common
        stock, of which 1,000 shares are outstanding (the “Company
        Stock”).
        All
        of the outstanding shares of Company Stock are owned by the Seller and such
        shares are validly issued, fully paid and nonassessable. No shares of Company
        Stock are reserved for issuance upon the exercise of outstanding options
        to
        purchase Company Stock granted to employees of the Company or other parties,
        and
        no shares of Company Stock are reserved for issuance upon the exercise of
        outstanding warrants or other rights to purchase Company Stock. All outstanding
        shares of Company Stock have been issued and granted in compliance with all
        applicable securities laws and (in all material respects) other applicable
        laws
        and regulations.

       

      2.4 Authority
        Relative to this Agreement.
        Each
        member of the Company Group has all necessary corporate power (including
        board
        and special committee approval, as applicable) and authority to execute and
        deliver this Agreement and to perform its obligations hereunder and, to
        consummate the transactions contemplated hereby. The execution and delivery
        of
        this Agreement and the consummation by the Company Group of the transactions
        contemplated hereby have been duly and validly authorized by all necessary
        corporate action on the part of each member of the Company Group (including
        the
        approval by their respective boards of directors and stockholders, where
        applicable), subject in all cases to the satisfaction of the terms and
        conditions of this Agreement), and no other corporate proceedings on the
        part of
        the Company Group are necessary to authorize this Agreement or to consummate
        the
        transactions contemplated hereby. This Agreement has been duly and validly
        executed and delivered by each member of the Company Group and, assuming
        the due
        authorization, execution and delivery thereof by the other parties hereto,
        constitutes the legal and binding obligation of each member of the Company
        Group, enforceable against such party in accordance with its terms, except
        as
        may be limited by bankruptcy, insolvency, reorganization or other similar
        laws
        affecting the enforcement of creditors’ rights generally and by general
        principles of equity.

       

      2.5 No
        Conflict; Required Filings and Consents.

       

      (a) The
        execution and delivery of this Agreement by each member of the Company Group
        do
        not, and the performance of this Agreement by each member of the Company
        Group
        shall not (i) conflict with the certificate of incorporation or bylaws of
        any
        member of the Company Group, (ii) result in any material breach of or constitute
        a default (or an event that with notice or lapse of time or both would become
        a
        default) under, or materially impair any member of Company Group’s rights or
        alter the rights or obligations of any third party under, or give to others
        any
        rights of termination, amendment, acceleration or cancellation of, or result
        in
        the creation of a lien or encumbrance on any of the properties or assets
        of any
        member of the Company Group pursuant to, any contracts or agreements to which
        such member is a party and that have not otherwise been made available to
        Luken
        in his roles with EMHC, or (iii) result in the triggering, acceleration or
        increase of any payment to any Person pursuant to any such contracts that
        have
        not otherwise been made available to Luken in his roles with EMHC, except
        with
        respect to clauses (ii) or (iii), for any such conflicts, violations, breaches,
        defaults or other occurrences that would not, individually and in the aggregate,
        have a Material Adverse Effect on any member of the Company
        Group.


      
        
          
          

        

        
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      (b) The
        execution and delivery of this Agreement by the Company Group do not, and
        the
        performance of the obligations of any member of the Company Group hereunder
        will
        not, require any consent, approval, authorization or permit of, or filing
        with
        or notification to, any Governmental
        Entity or other third party (including, without limitation, lenders and
        lessors,
        except
        (i) for applicable requirements, if any, of the Securities Act, the Exchange
        Act
        or Blue
        Sky
        Laws,
        and the
        rules and regulations thereunder, and appropriate documents received from
        or
        filed with the relevant authorities of other jurisdictions in which the Company
        is licensed or qualified to do business, (ii) the consents, approvals,
        authorizations and permits described in Schedule
        2.5(b),
        and
        (iii) where the failure to obtain such consents, approvals, authorizations
        or
        permits, or to make such filings or notifications, would not, individually
        or in
        the aggregate, reasonably be expected to have a Material Adverse Effect on
        the
        Company.

       

      2.6 Litigation.
        There
        are no claims, suits, actions or proceedings pending or to EMHC’s and the
        Seller’s knowledge, threatened, against any of the members of the Company Group,
        before any court, governmental department, commission, agency, instrumentality
        or authority, or any arbitrator that seeks to restrain or enjoin the
        consummation of the transactions contemplated by this Agreement or which
        could
        reasonably be expected, either singularly or in the aggregate with all such
        claims, actions or proceedings, to have a Material Adverse Effect on the
        Company
        or have a Material Adverse Effect on the ability of the parties hereto to
        consummate the transactions contemplated by this Agreement.

       

      2.7 Liabilities.
        The
        Company has no liabilities (absolute, accrued, contingent or otherwise),
        except
        for (a) those set forth on Schedule
        1.3(b)
        hereto,
        (b) obligations or liabilities incurred in the ordinary course consistent
        with past practice that are not material to the Company and its subsidiaries
        taken as a whole,
        (c)
        syndicated programming agreements and any other similar obligations that
        were
        obligations of the Company as of the Closing Date, but not due and payable
        until
        after the Closing Date and
        (d)
        those obligations that, if not fulfilled, would not have a Material Adverse
        Effect on the Company. Schedule 1.3(b) shall be adjusted by the parties after
        the date of Closing in connection with the accounting true-up prescribed
        by
        Section 1.7 and such modified schedule shall supersede the Schedule 1.3(b)
        delivered concurrently with the execution of this Agreement.

       

      2.8 Brokers;
        Third Party Expenses.
        Except
        as set forth on Schedule
        2.8,
        EMHC
        and the Seller has not incurred, nor will they incur, directly or indirectly,
        any liability for brokerage, finders’ fees, agent’s commissions or any similar
        charges in connection with this Agreement or any transactions contemplated
        hereby.

       

      2.9 Certain
        RTN Rights.
        The
        Seller is the owner of the Company and its assets and no such assets have
        been
        licensed, transferred or assigned to any third party, except in the ordinary
        course of business (e.g. licensing of programming to affiliates). Except
        for the
        Repurchase Option and the NOC Option, neither EMHC nor any of its subsidiaries
        has any ownership rights in the Company that are not transferred at Closing
        to
        Purchaser by the consummation of the transactions contemplated by this
        Agreement.

       

      ARTICLE
        III

       

      REPRESENTATIONS
        AND WARRANTIES OF THE
        PURCHASER 

       

      The
        Purchaser hereby represents and warrants to EMHC and the Seller, as of the
        date
        hereof as follows: 


      
        
          
          

        

        
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      3.1 Organization.
        The
        Purchaser is a limited liability company duly organized, validly existing
        and in
        good standing under the laws of the State of Tennessee and has the requisite
        corporate power and authority to own, lease and operate its assets and
        properties and to carry on its business as it is now being conducted.


       

      3.2 Authority
        Relative to this Agreement.
        The
        Purchaser has all necessary corporate power and authority to execute and
        deliver
        this Agreement and to perform its obligations hereunder and, to consummate
        the
        transactions contemplated hereby. The execution and delivery of this Agreement
        and the consummation by the Purchaser of the transactions contemplated hereby
        have been duly and validly authorized by all necessary company action on
        the
        part of the Purchaser (including the approval by its managers, board of
        directors and members, where applicable), subject in all cases to the
        satisfaction of the terms and conditions of this Agreement, and no other
        company
        proceedings on the part of the Purchaser are necessary to authorize this
        Agreement or to consummate the transactions contemplated hereby. This Agreement
        has been duly and validly executed and delivered by the Purchaser and, assuming
        the due authorization, execution and delivery thereof by the other parties
        hereto, constitutes the legal and binding obligation of the Purchaser,
        enforceable against such party in accordance with its terms, except as may
        be
        limited by bankruptcy, insolvency, reorganization or other similar laws
        affecting the enforcement of creditors’ rights generally and by general
        principles of equity.

       

      3.3 No
        Conflict; Required Filings and Consents.

       

      (a) The
        execution and delivery of this Agreement by the Purchaser do not, and the
        performance of this Agreement by the Purchaser shall not: (i) conflict with
        or
        violate the Purchaser’s articles of formation or operating agreement, (ii)
        result in any material breach of or constitute a default (or an event that
        with
        notice or lapse of time or both would become a default) under, or materially
        impair the Purchaser’s rights or alter the rights or obligations of any third
        party under, or give to others any rights of termination, amendment,
        acceleration or cancellation of, or result in the creation of a Lien on any
        of
        the properties or assets of the Purchaser pursuant to, any the contract or
        agreement to which the Purchaser is a party, except, with respect to clauses
        (ii) or (iii), for any such conflicts, violations, breaches, defaults or
        other
        occurrences that would not, individually and in the aggregate, have a Material
        Adverse Effect on the Purchaser.

       

      (b) The
        execution and delivery of this Agreement by the Purchaser do not, and the
        performance of their respective obligations hereunder will not, require any
        consent, approval, authorization or permit of, or filing with or notification
        to, any Governmental Entity, except (i) for applicable requirements, if any,
        of
        the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and
        regulations thereunder, and appropriate documents with the relevant authorities
        of other jurisdictions in which the Purchaser is qualified to do business
        and
        (ii) where the failure to obtain such consents, approvals, authorizations
        or
        permits, or to make such filings or notifications, would not, individually
        or in
        the aggregate, reasonably be expected to have a Material Adverse Effect on
        the
        Purchaser, or prevent consummation of the transactions contemplated by this
        Agreement or otherwise prevent the parties hereto from performing their
        obligations under this Agreement.

       

      
        
          
          

        

        
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      3.4 Ownership
        of Purchaser; Certain Relationships. Schedule
        3.4
        sets
        forth a complete list of all of the members of the Purchaser as of the date
        hereof. Other than Mr. Luken, no member, manager, officer, employee or affiliate
        of, or consultant to, the Purchaser is or has been a director, officer, or
        employee of, or consultant to, any of the Company Group. No member, manager,
        officer, employee or affiliate of the Purchaser has had any prior business
        dealings or relationships, including but not limited to partnerships,
        co-investment relationships or employee-employer relationships with any of
        Robert Becker, John Oxendine or Michael Pierce, the three persons who comprised
        EMHC’s special committee reviewing the transactions contemplated hereby. There
        exists no contract, arrangement or understanding between the Purchaser or
        its
        Affiliates, on the one hand, and any director, officer or employee of EMHC
        or
        any of its Affiliates, on the other hand, with respect to the subject matter
        of
        the Transactions.

       

      3.5 Litigation.
        There
        are no claims, suits, actions or proceedings pending or to the Purchaser’s
        knowledge, threatened, against the Purchaser, before any court, governmental
        department, commission, agency, instrumentality or authority, or any arbitrator
        that seeks to restrain or enjoin the consummation of the transactions
        contemplated by this Agreement or which could reasonably be expected, either
        singularly or in the aggregate with all such claims, actions or proceedings, to
        have a Material Adverse Effect on the Purchaser or have a Material Adverse
        Effect on the ability of the parties hereto to consummate the transactions
        contemplated by this Agreement.

       

      3.6 Brokers.
        The
        Purchaser has not incurred, nor will it incur, directly or indirectly, any
        liability for brokerage, finders’ fees, agent’s commissions or any similar
        charges in connection with this Agreement or any transactions contemplated.
        


       

      ARTICLE
        IV

      


      REPURCHASE
        OPTION

       

      4.1 Grant
        of Repurchase Option.
        The
        Purchaser hereby grants to the Seller the irrevocable right to repurchase
        from
        the Purchaser all, but not less than all, of the capital stock of the Company,
        including all Company Stock, free and clear of any Liens, and with the Company
        having no outstanding liabilities at
        the
        time of consummation of such repurchase (the “Repurchase”)
        in
        accordance with the terms hereof (the “Repurchase
        Option”).
         It
        is
        acknowledged that the holder of the Repurchase Option shall, in the event
        that
        it exercises the Repurchase Option, take the Company subject to the Morton
        Rights.

       

      4.2 The
        Option Period.
        The
        Repurchase Option shall be exercisable at any time by the Seller (or its
        assignee or transferee) commencing on the date hereof and ending at 5 p.m.
        Little Rock, Arkansas time on December 24, 2008. The period during which
        the
        Repurchase Option may be exercised is referred to herein as the “Option
        Period.”
        


      
        
          
          

        

        
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      4.3 Exercise
        of Repurchase Option.
        The
        Seller may exercise the Repurchase Option at any time during the Option Period
        in its discretion by written notice delivered to the Purchaser by overnight
        courier to the Purchaser’s address set forth in Section 7.1 (“Option
        Exercise Notice”).
        In
        addition, upon the occurrence of any Seller Trigger Event (as defined), the
        Purchaser shall have the right within 15 days after such Seller Trigger Event
        to
        deem the Repurchase Option automatically exercised by giving written notice
        of
        such election to Seller. “Seller
        Trigger Event”
shall
        mean any of the following: (a) a failure by EMHC and its applicable subsidiaries
        to consummate the Stations Purchase on or prior to December 24, 2008 for
        any
        reason other than (i) circumstances constituting a Purchaser Trigger Event
        or
        (ii) a termination by EMHC under the terms of the Station Purchase Agreements
        by
        which EMHC terminates such agreement and makes the payments required by Section
        10.2 thereof; provided however that if Seller has duly filed applications
        with
        the FCC and at December 24, 2008 there is reasonable basis for determining
        that
        the FCC will grant consent to the consummation of the transfer of licenses
        in
        the Stations Purchase, such date shall be extended to March 24, 2009 (the
        “Station
        Purchase Extension”);
        or
        (b) any action is commenced in any liquidation or bankruptcy or similar
        proceeding to set aside the Stock Purchase or Stations Purchase or to otherwise
        reject the agreements related thereto as executory contracts. Any exercise
        of
        the Repurchase Option by delivery of an Option Exercise Notice or occurrence
        of
        a Seller Trigger Event is referred to herein as an “Option
        Exercise.”

       

      4.4 Consummation
        of Repurchase Option.
        In the
        event of an Option Exercise, the parties shall proceed diligently towards
        the
        consummation of the Repurchase through a sale by Purchaser of all, but not
        less
        than all, of the Company Stock to Seller or its designated affiliates or
        other
        designee, including a third party, within 30 days of the date of the Option
        Exercise. The documentation used to evidence and consummate the Repurchase
        shall
        be substantially similar to that used in connection with the Stock Purchase,
        provided that such documentation shall contain arms-length representations,
        warranties and covenants customary in business sales transactions of such
        type,
        including but not limited to representations regarding full authority to
        engage
        in transaction, lack of encumbrances on assets, indebtedness and liabilities,
        lack of litigation, lack of need for third party consents, and compliance
        with
        laws, together with such other documentation to which Seller may agree in
        its
        reasonable discretion. For clarity, the Repurchase need not be consummated
        during the Option Period provided that the Option Exercise occurs within
        the
        Option Period. At the closing of the Repurchase Option, the Company shall
        have
        no outstanding liabilities and the Purchaser shall take all necessary actions
        to
        ensure that all outstanding liabilities of the Company are satisfied at or
        prior
        to consummation of the Repurchase Option. In addition, the party exercising
        the
        Repurchase Option shall have a right of offset against the Option Price and
        NOC
        Option Price (as defined in Section 4.5(b), below) in order to satisfy such
        liabilities directly. At the closing of the Repurchase Option, neither the
        Common Stock nor the Company’s assets shall have any liens, security interests
        or other encumbrances thereon. Notwithstanding anything to the contrary,
        it is
        acknowledged that holder of the Repurchase Option shall take the Company
        subject
        to the Morton Rights. Purchaser shall make no representations or warranties
        with
        respect to the Morton Rights, other than any amounts that become payable
        to the
        holders of the Morton Rights under such rights from the date of Closing of
        this
        Agreement to the date of closing of the Repurchase Option have been paid
        or
        shall remain the obligation of the Purchaser. 
        As soon
        as practicable following the closing of the Repurchase Option, the parties
        to
        such transaction shall work together to provide for a complete, customary
        accounting true-up, including but not limited with respect to accounts
        receivable, accounts payable, accrued liabilities, prepaid expenses, prepaid
        advertising, utilities, insurance, etc. 


      
        
          
          

        

        
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      4.5 Option
        Price; NOC Option.
        

       

      (a) In
        consideration of the Repurchase, Seller shall cause to be paid to Purchaser
        the
        following consideration (collectively, the “Option
        Price”):
        (a)
        $18.5 million, plus (b) $9.25 million (the “Premium”),
        plus
        (c) an amount equal to the aggregate Monthly Services Fees paid by Purchaser
        under Section 5.1 from the date hereof through the date of consummation of
        the
        Repurchase Option less the aggregate monthly revenues generated by the Company
        during the same period (such net amount the “Option
        Period Net Operating Loss”),
        such
        Option Period Net Operating Loss capped at $900,000, plus (d) an amount
        sufficient to provide Purchaser with a return on the amount of the Option
        Period
        Net Operating Loss at the rate of 12% per annum from the date hereof through
        the
        date of consummation of the Repurchase. Notwithstanding the foregoing, (a)
        if
        the Stations Purchase is not consummated on or prior to December 24, 2008
        (as
        such date may be extended by the Station Sale Extension) because of the
        occurrence of events or failure of events to occur that are principally within
        the control of the Purchaser, including any failure to obtain FCC approval
        because of any wrongful action or wrongful omission by the Purchaser or its
        Affiliates or (b) the Purchaser breaches this Agreement, including but not
        limited to breaches of Section 4.7 and 4.9 (a “Purchaser
        Trigger Event”),
        the
        Option Price shall not include the items in clauses (c) and (d)
        above.

       

      (b) Upon
        an
        exercise of the Repurchase Option, the holder of the Repurchase Option also
        shall have the right (but not the obligation) to purchase, concurrently with
        the
        consummation of the Repurchase Option, all equipment and personal property
        used
        in the network operations center used or established by the Purchaser for
        the
        operation of the Company and the RTN network free and clear of all Liens
        and
        liabilities (“NOC
        Option”).
        The
        NOC Option may be exercised in the same manner as prescribed by Section 4.3
        above. Upon an exercise and closing of the NOC Equipment Option, the holder
        of
        the Repurchase Option shall pay (i) an amount equal to $1.75 million less
        the
        Option Period Net Operating Loss (the “NOC
        Option Price”),
        plus
        (ii) an amount sufficient to provide Purchaser with a return on the NOC Option
        Price at the rate of 12% per annum from the date hereof through the date
        of
        consummation of the Repurchase. 

       

      (c) In
        the
        event the Repurchase Option is exercised by Seller (or an affiliate) prior
        to
        the consummation of the Stations Purchase, Seller (or such affiliate) shall
        pay
        the Option Price and NOC Option Price (if the NOC Option is exercised) as
        prescribed by subsections (a) and (b) above; provided, however, that a portion
        of the Option Price shall be applied (and retained by EMHC) as an additional
        prepayment of $12.5 million to EMHC for the Stations Purchase (“Additional
        Stations Purchase Prepayment”).
        Upon
        the payment of the Additional Stations Purchase Prepayment, EMHC and its
        appropriate subsidiaries shall be required to grant a first security interest,
        and to execute all documents necessary for perfection of such security interest,
        on all assets to be sold pursuant to the Stations Purchase to secure the
        repayment, when required by the Station Purchase Agreements, of the initial
        $5
        million prepayment being made by Purchaser for the Stations Purchase upon
        execution of this Agreement (“Initial Prepayment”) and the Additional Stations
        Purchase Prepayment. This secured prepayment obligation shall be evidenced
        by a
        one-year collateral demand note executed by EMHC and the foregoing subsidiaries.
        When the entire purchase price for the Stations Purchase has been paid, the
        repayment obligation under the note shall be absolute with respect to amount
        of
        the Initial Prepayment and Additional Stations Purchase Prepayment allocable
        those stations for which the Stations Purchase is not consummated. The scope
        of
        the security interest shall be on terms not less favorable than the rights
        currently held by Wells Fargo as a first lien holder.


      
        
          
          

        

        
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      (d) 
        In the
        event the Additional Stations Purchase Prepayment is made by Purchaser, EMHC
        shall not enter into any agreement to sell the subject stations to any third
        party for less than an aggregate purchase price of $22 million, unless EMHC
        has
        first given Purchaser written notice of EMHC’s receipt of a bona fide third
        party offer (indicating the proposed purchase price being offered by such
        third
        party) and Purchaser fails to notify EMHC in writing within 15 days of such
        notice that Purchaser elects to continue with the Stations Purchase at the
        higher price offered by the third party. In the event Purchase notifies EMHC
        in
        writing that it elects to continue with the Stations Purchase at a price
        equal
        to that contained in the third-party offer, the Station Purchase Agreements
        shall be deemed amended to provide for such purchase price and the parties
        shall
        continue to diligently pursue the consummation of the transactions contemplated
        thereby. Upon
        the
        delivery of the Additional Stations Purchase Prepayment, the Purchaser shall
        be
        entitled to receive the security interest and right of first refusal prescribed
        by subsection (c) immediately above.

       

      (e) In
        the
        event the Repurchase Option is exercised by a third party purchaser of the
        Repurchase Option prior to the consummation of the Stations Purchase, the
        holder
        of the option shall pay the Option Price and NOC Option Price (if the holder
        elects to exercise the NOC Option) as prescribed by subsections (a) and (b)
        above, and Purchaser shall concurrently make the Additional Stations Purchase
        Prepayment to EMHC as part of the closing on the Repurchase Option. Upon
        the
        delivery of the Additional Stations Purchase Prepayment, the Purchaser shall
        be
        entitled to receive the security interest and right of first refusal prescribed
        by subsection (c) immediately above.

       

      4.6 Repurchase
        Option Transfer Rights.
        Notwithstanding anything to the contrary herein (including, without limitation,
        Section 7.9 herein), the Seller (or any of its trustees or successors) shall
        have the right to sell, assign, pledge, designate, hypothecate, loan, or
        otherwise transfer or dispose of (any of the foregoing, a “Transfer”)
        each
        of the Repurchase Option (and the NOC Option), by itself, to any person or
        entity (including, without limitation, Wells
        Fargo Bank, National Association, as collateral agent for the lenders or
        any
        successor collateral agent (the “Collateral Agent”) under the Third Amended and
        Restated Credit Agreement, dated as of February 13, 2008, among EMHC, Seller,
        certain other subsidiaries of EMHC, and the financial institutions party
        thereto
        (as amended, supplemented and otherwise modified from time to time, the “Credit
        Agreement”)),
        separate
        and apart from the remainder of this Agreement and without Transferring the
        remainder of this Agreement. Notwithstanding anything to the contrary, the
        Seller shall not be permitted to sell the Repurchase Option by itself for
        cash
        to any third party (other than the Collateral Agent or any trustee) for a
        purchase price of less than $5 million unless the Seller has first given
        the
        Purchaser 10 days prior written notice and the right to purchase the Repurchase
        Option for the same price and on the same terms as the proposed third party
        purchaser. Each of the Seller and Purchaser agrees that (i) each of the
        Repurchase Option and the NOC Option, in and of itself, constitutes an
“executory contract” as such term is used in Title 11 of the United States Code
        (as amended, the “Bankruptcy
        Code”),
        is
        not a financial accommodations contract for purposes of the Bankruptcy Code
        and
        is capable of, by itself, both assumption and/or assignment pursuant to section
        365 of the Bankruptcy Code and (ii) the Repurchase Option (and the NOC Option)
        may be exercised (without the necessity of assumption) by the Seller (or
        any of
        its trustees or successors) under the Bankruptcy Code and any applicable
        provisions of bankruptcy or non-bankruptcy law or by an unrelated third party.
        Purchaser agrees that neither it nor any of its affiliates shall, directly
        or
        indirectly, (i) object to, delay, or take any other action to interfere,
        directly or indirectly, in any respect of the exercise, assumption and/or
        Transfer of the Repurchase Option (and/or the NOC Option) pursuant to any
        provision of the Bankruptcy Code or any other provision or principle of
        bankruptcy or non-bankruptcy law, or (ii) encourage any person or entity
        to do
        any of the foregoing.


      
        
          
          

        

        
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      4.7 Cooperation.
        The
        Purchaser shall use it best efforts, and shall cause Henry G. Luken, III
        to
use
        his
        best efforts, to assist,
        and
        cooperate fully with, the Seller in connection with all reasonable activities
        undertaken by the Seller for the exercise of the Repurchase Option (and NOC
        Option), or the sale to a third party of the Repurchase Option (and NOC Option)
        and related rights or
        of the
        Company and/or its rights to the Retro Television Network (“RTN”) concept and
        programming model and/or in connection with EMHC establishing the value of
        the
        Company and RTN in connection with any efforts to obtain refinancing for
        EMHC.
        Such
        cooperation includes, but is not limited to, (a) timely responding to all
        reasonable and customary due diligence inquiries made by the Seller or any
        potential third party buyer or current or potential financing source, (b)
        granting timely access to the facilities, book and records of the Purchaser
        and
        the Company for purposes of due diligence as is customary in business sales
        transactions of such type and (c) participating in preparing and making
        management presentations to current or potential third party buyers and
        potential financing sources. Notwithstanding the foregoing, Henry G. Luken
        shall
        not be required to personally make such presentations, but will attend such
        presentations and answer questions, in person where such attendance is
        reasonably necessary for the objectives of the presentation, and electronically
        in other circumstances.

       

      4.8 Books
        and Records.
        The
        Purchaser shall, and shall cause the Company to, until the later of the end
        of
        the Option Period and the date the Repurchase is consummated if there is
        a valid
        Option Exercise, retain all books, records and other documents pertaining
        to the
        business of the Company and to make the same available for inspection and
        copying by the Seller or any representative of the Seller at the expense
        of the
        Seller during the normal business hours of the Company, upon reasonable request
        and upon reasonable notice.

       

      4.9 Conduct
        of Business of Company During Option Period.
        During
        the Option Period (and for the period thereafter through closing if a valid
        Option Exercise is made), (a) the Purchaser shall carry on the Company’s
        business in the regular and ordinary course and in compliance with all
        applicable and material laws and regulations, and in a manner that is intended
        to preserve the Company so that if the Repurchase Option is exercised, the
        Seller would acquire the Company in substantially the same form and condition
        (financial and otherwise) as in existence on the hereof, (b) the Purchaser
        shall
        cause the Company to pay the Company’s debts and taxes when due subject to good
        faith disputes over such debts or taxes, and to pay or perform other material
        obligations as and when due, (c) the Purchaser shall preserve substantially
        intact the Company’s business, operations and condition (financial and
        otherwise) and preserve the Company’s assets and relationships, (d) the parties
        shall cooperate to maintain the RTN operations center located in Little Rock,
        Arkansas (“Existing NOC”) and to create all reasonable and necessary
        communications links between any new operation center created by the Purchaser
        for the operations of the Company (“New NOC”) such that the Existing NOC and New
        NOC can serve as backup to the other, with the data required to operate each
        of
        the centers redundant. In addition, except as required or permitted by the
        terms
        of this Agreement, without the prior written consent of the Seller, the Company
        shall not and the Purchaser and its Affiliates (including Mr. Luken) shall
        not
        cause the Company to do any of the following:


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (a) Grant
        any
        severance or termination pay to any employee of the Company except in accordance
        with normal prudent business practices or pursuant to applicable law, written
        agreements outstanding, or policies existing on the date hereof, or adopt
        any
        new severance plan, or amend or modify or alter in any manner any severance
        plan, agreement or arrangement existing on the date hereof or materially
        changing any salary of any employee that is in effect as of the date
        hereof;

       

      (b) Declare,
        set aside or pay any dividends on or make any other distributions (whether
        in
        cash, stock, equity securities or property) in respect of any capital stock
        of
        the Company or split, combine or reclassify any capital stock of the Company
        or
        issue or authorize the issuance of any other securities in respect of, in
        lieu
        of or in substitution for any capital stock of the Company;

       

      (c) Purchase,
        redeem or otherwise acquire, directly or indirectly, any shares of capital
        stock
        of the Company;

       

      (d) Transfer
        the Company or its assets, or issue, deliver, sell, authorize, pledge or
        otherwise encumber, or agree to any of the foregoing with respect to, any
        shares
        of capital stock of the Company or any of its subsidiaries or any securities
        convertible into or exchangeable for shares of capital stock of the Company
        or
        any of its subsidiaries, or subscriptions, rights, warrants or options to
        acquire any shares of capital stock of the Company or any of its subsidiaries
        or
        any securities convertible into or exchangeable for shares of capital stock
        of
        the Company or any of its subsidiaries, or enter into other agreements or
        commitments of any character obligating it to issue any such shares or
        convertible or exchangeable securities of the Company or any of its
        subsidiaries, except in accordance with any interim financing in an amount
        not
        to exceed $18.5 million, provided such financing acknowledges the Repurchase
        Option, places no restrictions that serve to modify, delay or diminish the
        Seller’s right to Transfer or exercise same, and provides for repayment of all
        amounts outstanding thereunder upon exercise and consummation of the Repurchase
        Option (“Permitted
        Financing”);
        and
        provided further that the holder of the Repurchase Option shall have a right
        of
        offset against the Option Price and NOC Option Price for amounts outstanding
        at
        closing of the Repurchase under any Permitted Financing;

       

      (e) Amend
        the
        Company’s certificate of incorporation or bylaws or other governance
        document;

       

      (f) Acquire
        or agree to acquire by merging or consolidating with, or by purchasing any
        equity interest in or a portion of the assets of, or by any other manner,
        any
        business or any corporation, partnership, association or other business
        organization or division thereof, or otherwise acquire or agree to acquire
        any
        assets which are material, individually or in the aggregate, to the business
        of
        the Company;


      
        
          
          

        

        
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      (g) Sell,
        lease, license, encumber or otherwise dispose of any properties or assets
        of the
        Company except in the ordinary course of business or license or otherwise
        convey
        to any person or otherwise extend, amend or modify any material rights to
        any
        assets of the Company, including but not limited to the Company’s intellectual
        property;

       

      (h) Incur
        any
        indebtedness for borrowed money in excess of $20,000 in the aggregate or
        guarantee any such indebtedness of another person, issue or sell any debt
        securities or options, warrants, calls or other rights to acquire any debt
        securities of the Company, enter into any “keep well” or other agreement to
        maintain any financial statement condition or enter into any arrangement
        having
        the economic effect of any of the foregoing except in connection with a
        Permitted Financing;

       

      (i) Adopt
        or
        amend any employee benefit plan, policy or arrangement, any employee stock
        purchase or employee stock option plan, or enter into any employment contract
        or
        collective bargaining agreement (other than offer letters and letter agreements
        entered into in the ordinary course of business consistent with past practice
        with employees who are terminable “at will”), pay any special bonus or special
        remuneration to any director or employee, or increase the salaries or wage
        rates
        or fringe benefits (including rights to severance or indemnification) of
        its
        directors, officers, employees or consultants, except in the ordinary course
        of
        business consistent with past practices;

       

      (j) Except
        in
        the ordinary course of business, modify, amend or terminate any contract
        or
        agreement to which the company is party as of the date hereof or waive, delay
        the exercise of, release or assign any material rights or claims
        thereunder;

       

      (k) Except
        in
        the ordinary course of business, incur or enter into any agreement, contract
        or
        commitment (1) requiring such party to pay in excess of $20,000 in any 12
        month
        period, (2) having a term in excess of 12 months or (3) providing for any
        limitation or restriction on the activities of the Company or the use of
        the
        Company’s assets, including any noncompetition or nonsolicitation
        provision;

       

      (l) Make
        or
        rescind any tax elections that, individually or in the aggregate, could be
        reasonably likely to adversely affect in any material respect the tax liability
        or tax attributes of such party, settle or compromise any material income
        tax
        liability or, except
        as
        required by applicable law, materially
        change
        any method of accounting for tax purposes or prepare or file any return in
        a
        manner inconsistent with past practice;

       

      (m) Form,
        establish or acquire any subsidiary;

       

      (n) Make
        or
        omit to take any action which would be reasonably anticipated to materially
        and
        adversely affect the Company or its assets;


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (o) Enter
        into any transaction with or distribute or advance any assets or property
        to any
        of its officers, directors, partners, stockholders or other affiliates other
        than the payment of salary and benefits in the ordinary course of business;
        or

       

      (p) Entering
        into any line of business materially different than that in which the Company
        is
        engaged as of the date hereof; or

       

      (q) Agree
        in
        writing or otherwise agree, commit or resolve to take any of the actions
        described in any subsection above.

       

      ARTICLE
        V

       

      ADDITIONAL
        AGREEMENTS

       

      5.1 Option
        Period Services.
        During
        the Option Period, as defined in Section 4.2, Seller has agreed to continue
        to
        provide operational support services of the same scope, quality and service
        levels (the “C.A.S.H.
        Services”)
        that
        are currently being provided to the Company.  These C.A.S.H. Services will
        be provided utilizing the Seller’s secured Network Operations Center in Little
        Rock, Arkansas, by Seller’s employees, at Seller’s cost.  For clarity, all
        revenues generated by the Company during the Option Period (prior to the
        consummation of the Repurchase Option) shall belong to the Company. Purchaser
        agrees to pay EMHC a monthly fee of $525,000 for satellite services, programming
        services and the services of Mark Dvornik (the satellite, programming and
        Dvornik services being referred to collectively as the (“Monthly
        Services”).

       

      5.2 Warrant
        Repurchase.
        Upon
        any Seller Trigger Event, the Purchaser shall have the right to require EMHC
        to
        repurchase all, but not less than all, of the Warrants sold to Purchaser
        under
        the Warrant Purchase Agreement for a price of $1.5 million. In the event
        Purchaser desires to exercise this right, it shall do so within 10 days after
        a
        Seller Trigger Event by written notice to EMHC. EMHC shall consummate the
        repurchase within 45 days of such notice. All Warrants shall be delivered
        to
        EMHC by Purchaser free and clear of all liens, mortgages and encumbrances
        of any
        kind. 

       

      5.3 Potential
        Interests in the Company.
        The
        Purchaser hereby acknowledges that Larry Morton, Neal Ardman, and Retro
        Television Networks LLC and affiliates thereof have the rights set forth
        in the
        Morton Agreement. The Purchaser hereby acknowledges and agrees that it takes
        ownership of the Company Stock and the Company subject to all of the Morton
        Rights set forth in the Morton Agreement and that the neither EMHC nor the
        Seller makes any representation and provides no warranty with respect to
        same.

       

      5.4 Certain
        Additional Payments to Seller.
        If,
        during the six month period following the Option Period, Purchaser enters
        into
        any one or more agreements to directly
        or indirectly Transfer the
        Company, all or any portion of its capital stock or assets, or the RTN concept
        to an unaffiliated third party, by way of reorganization, merger or similar
        transaction, or otherwise, then fifty percent (50%) of the net proceeds of
        the
        purchase price in such Transfer (i.e. after deduction of expenses of the
        Transfer transaction and recoupment of all previously unrecouped EBITDA losses
        incurred by the Company from the Closing through the date of consummation
        of
        such Transfer) from each such transaction that are of an amount greater than
        the
        Option Price (determined,
        in the case of a partial sale, on a proportionate basis) that
        would otherwise be applicable at such time had the Option Period extended
        through the date of such transaction shall be paid to Seller within three
        (3)
        business days after closing of each such Transfer. 

       

      
        
          
          

        

        
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      5.5 Required
        Information.
        In
        connection with the preparation of any required filing under the Securities
        Exchange Act of 1934 or the Securities Act of 1933, including any current
        report
        on Form 8-K, or in connection with any other statement, filing, notice or
        application made by or on behalf of a party to any third party and/or any
        Governmental Entity in connection with the transactions contemplated by this
        Agreement, and for such other reasonable purposes, a party shall, upon
        reasonable request by any other party, furnish the other with all information
        concerning themselves, their respective directors, officers, stockholders,
        members and such other matters as may be reasonably necessary or advisable
        in
        connection with the transactions contemplated by this Agreement. Each party
        warrants and represents to the other parties that all such information shall
        be
        true and correct in all material respects and will not contain any untrue
        statement of a material fact or omit to state a material fact required to
        be
        stated therein or necessary to make the statements contained therein, in
        light
        of the circumstances under which they were made, not misleading.

       

      5.6 Confidentiality;
        Access to Information.
        Each
        party agrees to maintain in confidence any non-public information received
        from
        any other party, and to use such non-public information only for purposes
        of
        consummating the transactions contemplated by this Agreement. Such
        confidentiality obligations will not apply to (i) information which was known
        to
        the one party or their respective agents prior to receipt from another party;
        (ii) information which is or becomes generally known without the breach of
        this
        Section by any party; (iii) information acquired by a party or their respective
        agents from a third party who was not bound to an obligation of confidentiality;
        and (iv) disclosure required by law. Notwithstanding the foregoing, EMHC
        and the
        Seller shall be entitled to provide all reasonable information, including
        any
        information that would be otherwise restricted by this Section 5.6, to any
        potential third party purchaser of the RTN Option (or third party purchaser
        of
        the Company or its assets after any planned exercise by the Seller of the
        Repurchase Option), provided that such third party executed a nondisclosure
        agreement which includes restrictions at least as favorable to the Company
        as
        those set forth in this Section 5.6 and is otherwise reasonably acceptable
        to
        the Company. Notwithstanding the foregoing, EMHC
        and
        the Seller shall be entitled to provide all reasonable information, including
        any information that would be otherwise restricted by this Section 5.6, to
        its
        lenders, administrative agent and collateral agent under EMHC’s credit
        agreements and other financing sources.

       

      5.7 Certain
        Financial Information.
        As
        promptly as possible following the date hereof, and no later than fifteen
        (15)
        Business Days after the end of the 60-day period following Closing, and
        thereafter, within fifteen Business Days after the end of each month during
        the
        Option Period, the Company shall deliver to EMHC unaudited stand-alone financial
        statements of the Company for such period, including a balance sheet, statement
        of operations, statement of cash flows and statement of stockholders’ equity,
        that are certified as correct and complete by an officer of the Purchaser,
        prepared in accordance with the U.S. GAAP applied on a consistent basis to
        prior
        periods (except as may be indicated in the notes thereto) and fairly present
        in
        all material respects the financial position of the Company at the date thereof
        and the results of its operations and cash flows for the period indicated,
        except that such statements need not contain notes and may be subject to
        normal
        adjustments that are not expected to have a Material Adverse Effect on the
        Company.


      
        
          
          

        

        
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      5.8 Access
        to Information.
        During
        the Option Period, the Company will, and will cause its auditors to provide
        EMHC
        and its advisors full access to all of the Company’s financial and all other
        information related to the RTN operations. 

       

      5.9 CASH
        System Licenses.
        

       

      (a) The
        Seller hereby grants to the Company a cost-free, non-exclusive, perpetual,
        non-transferable (i.e.,
        not to
        be directly or indirectly resold, sublicensed or otherwise transferred except
        in
        the context of a sale of the Company or substantially all of its assets)
        license
        to use the Seller’s CASH System in connection with the operations of the RTN
        network. Under the terms of the license, the Company shall be entitled to
        utilize the CASH System solely in connection with the operation of the Company
        and the provision of the Company’s retro television programming content and
        advertising across the RTN network.

       

      (b) The
        Seller hereby grants to the Purchaser a second, cost-free, non-exclusive,
        perpetual, non-transferable (i.e.,
        not to
        be resold, sublicensed or otherwise transferred except in the context of
        a sale
        of at least a majority equity interest in the Purchaser or a sale of the
        Purchaser or substantially all of its assets) license to use the Seller’s CASH
        System in connection with the non-RTN network operations of the Purchaser
        and
        its subsidiaries. Under the terms of the license, the Purchaser and its
        subsidiaries shall be entitled to utilize the CASH System in connection with
        the
        non-RTN network operations of the Purchaser and its subsidiaries and the
        provision of programming content and advertising across the Purchaser’s non-RTN
        network(s).

       

      (c) The
        grant
        of these licenses shall in no way grant the Purchaser any proprietary rights
        in
        the CASH System or any intellectual property rights therein. The Purchaser
        hereby agrees that it shall not seek to perfect any rights comprising any
        part
        of the CASH System for the benefit of Purchaser or any affiliate thereof.
        The
        Purchaser shall cooperate with the Seller, at Seller’s sole cost and expense, in
        connection with any perfection, defense or enforcement of the Seller’s rights in
        the CASH System as may be reasonably requested by Seller or EMHC from time
        to
        time Neither EMHC or the Seller makes any representation or provides any
        warranty to the Purchase Parties with respect to the CASH System, including
        but
        not limited to with respect to any enforceability of any rights comprising
        the
        CASH System, or the efficacy of the CASH System.

       

      
        
          
          

        

        
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      5.10 Public
        Disclosure.
        No
        Party shall make any public disclosure about this Agreement or the transaction
        contemplated hereby and the Repurchase Option without the consent of the
        other
        Parties, except as may be required by law. Notwithstanding anything to the
        contrary, a Party shall be entitled to make timely disclosures under the
        Securities Act of 1933 or Securities Exchange Act of 1934 as may be required
        by
        law.

       

      5.11 Company
        Group Employees.
        

       

      (a) For
        a
        period of three years after the Closing Date, none of the Purchaser or Company
        or any Affiliate (collectively, the “Purchaser
        Group”)
        shall,
        anywhere in the United States of America, directly or indirectly, individually
        or as an employee, partner, officer, director or shareholder or in any other
        capacity whatsoever of or for any Person solicit,
        induce or attempt to induce any executive, employee, consultant or contractor
        of
        EMHC or any of its Affiliates (collectively, the “Seller
        Group”);
        provided, however, that the Purchaser shall be permitted to hire such persons
        after consultation with the board of directors of EMHC and upon approval
        of such
        board, such approval not to be unreasonably withheld.

       

      (b) Each
        party acknowledges that (i) the scope and period of restrictions to which
        the
        restrictions imposed in this Section applies are fair and reasonable and
        are
        reasonably required for the protection of the other parties, (ii) this Agreement
        accurately describes the business to which the restrictions are intended
        to
        apply and (iii) the obligations and restrictions provided for herein are
        an
        integral part of the consideration motivating the parties to enter into this
        Agreement, to consummate the stock purchase and the other transactions
        contemplated hereby and to pay the Purchase Price.

       

      (c) It
        is the
        intent of the parties that the provisions of this Section will be enforced
        to
        the fullest extent permissible under applicable law. If any particular provision
        or portion of this Section is adjudicated to be invalid or unenforceable,
        the
        Agreement will be deemed amended to revise that provision or portion to the
        minimum extent necessary to render it enforceable. Such amendment will apply
        only with respect to the operation of this paragraph in the particular
        jurisdiction in which such adjudication was made.

       

      ARTICLE
        VI

      


      INDEMNIFICATION

       

      6.1 Indemnification. 

       

      (a) Subject
        to the terms and conditions of this Article, the Purchaser and its managers,
        officers, directors, members, employees, transferees and permitted assigns
        and
        Luken (the “Purchaser
        Indemnitees”)
        shall
        be indemnified, defended and held harmless by EMHC from and against all Losses
        asserted against, resulting to, imposed upon, or incurred by any Purchaser
        Indemnitee by reason of, arising out of or resulting from the breach of any
        representation or warranty of the Seller or EMHC contained in or made pursuant
        to this Agreement, any Schedule or any certificate delivered by the Seller
        or
        EMHC to the Purchaser pursuant to this Agreement with respect hereto or thereto
        in connection with the Closing or the failure to perform or breach of any
        covenant or agreement of the Seller or EMHC contained in this Agreement or
        for
        any Losses arising from Seller’s failure to pay amounts owed under the
        agreements described under Section 2.8. Notwithstanding the foregoing, EMHC
        shall have no obligation to indemnify for any Losses related to the diminishment
        of value of the Company or its assets and no direct claim shall be brought
        for
        same in the event the Repurchase Option is exercised and consummated and
        any
        direct claims related to same shall not be brought until such time as the
        Option
        Period has expired without exercise of the Repurchase Option. Further, EMHC
        shall have no indemnification obligation with respect to any matters that
        Luken
        has or should have knowledge as result of his roles with EMHC and as a result
        of
        his access to information about EMHC and its affiliates.

       

      
        
          
          

        

        
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      (b) Subject
        to the terms and conditions of this Article, EMHC and the Seller, and their
        respective officers, directors, stockholder, employees, transferees and
        permitted assigns (the “Seller
        Indemnitees”)
        shall
        be jointly indemnified, defended and held harmless by the Purchaser from
        and
        against all Losses asserted against, resulting to, imposed upon, or incurred
        by
        any Seller Indemnitee by reason of, arising out of or resulting from the
        inaccuracy or breach of any representation or warranty of the Purchaser
        contained in or made pursuant to this Agreement, any Schedule or any certificate
        delivered by the Purchaser to EMHC or the Seller pursuant to this Agreement
        with
        respect hereto or thereto in connection with the Closing or the non-fulfillment
        or breach of any covenant or agreement of the Purchaser or the Company
        (following the Closing) contained in this Agreement. 

       

      (c) As
        used
        in this Article, the term “Losses”
shall
        include all losses, liabilities, damages, judgments, awards, orders, penalties,
        settlements, costs and expenses (including, without limitation, interest,
        penalties, court costs and reasonable legal fees and expenses) including
        those
        arising from any demands, claims, suits, actions, costs of investigation,
        notices of violation or noncompliance, causes of action, proceedings and
        assessments whether or not made by third parties or whether or not ultimately
        determined to be valid. Solely for the purpose of determining the amount
        of any
        Losses (and not for determining any breach) for which a Purchaser Indemnitee
        may
        be entitled to indemnification pursuant to Article, any representation or
        warranty contained in this Agreement that is qualified by a term or terms
        such
        as “material,” “materially,” or “Material Adverse Effect” shall be deemed made
        or given without such qualification and without giving effect to such
        words.

       

      6.2 Indemnification
        of Third Party Claims.
        The
        indemnification obligations and liabilities under this Article with respect
        to
        actions, proceedings, lawsuits, investigations, demands or other claims (a
        “Third
        Party Claim”)
        brought against a party entitled to indemnification (the “Indemnified
        Party”)
        by a
        Person other than a party obligated to provide such indemnification (the
        “Indemnifying
        Party”)
        shall
        be subject to the following terms and conditions:

       

      (a) Notice
        of Claim.
        The
        Indemnified Party will give the Indemnifying Party prompt written notice
        after
        receiving written notice of any Third Party Claim or discovering the liability,
        obligation or facts giving rise to such Third Party Claim (a “Notice
        of Claim”)
        which
        Notice of Third Party Claim shall set forth (i) a brief description of the
        nature of the Third Party Claim, (ii) the total amount of the actual
        out-of-pocket Loss or the anticipated potential Loss (including any costs
        or
        expenses which have been or may be reasonably incurred in connection therewith),
        and (iii) whether such Loss may be covered (in whole or in part) under any
        insurance and the estimated amount of such Loss which may be covered under
        such
        insurance, and the Indemnifying Party shall be entitled to participate in
        the
        defense of Third Party Claim at its expense.


      
        
          
          

        

        
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      (b) Defense.
        The
        Indemnifying Party shall have the right, at its option (subject to the
        limitations set forth below) and at its own expense, by written notice to
        the
        Indemnified Party, to assume the entire control of, subject to the right
        of the
        Indemnified Party to participate (at its expense and with counsel of its
        choice)
        in, the defense, compromise or settlement of the Third Party Claim as to
        which
        such Notice of Claim has been given, and shall be entitled to appoint a
        recognized and reputable counsel reasonably acceptable to the Indemnified
        Party
        to be the lead counsel in connection with such defense. If the Indemnifying
        Party is permitted and elects to assume the defense of a Third Party
        Claim:

       

      (i) the
        Indemnifying Party shall diligently and in good faith defend such Third Party
        Claim and shall keep the Indemnified Party reasonably informed of the status
        of
        such defense; provided, however, that the Indemnified Party shall have the
        right
        to approve any settlement that requires any relief other than the payment
        of
        money in amounts not exceeding the amount of Indemnity Escrow Funds that
        are not
        reserved for the payment of unresolved Claims, which approval shall not be
        unreasonably delayed, withheld or conditioned; and 

       

      (ii) the
        Indemnified Party shall cooperate fully in all respects with the Indemnifying
        Party in any such defense, compromise or settlement thereof, including, without
        limitation, the selection of counsel, and the Indemnified Party shall make
        available to the Indemnifying Party all pertinent information and documents
        under its control. 

       

      (c) Limitations
        of Right to Assume Defense.
        The
        Indemnifying Party shall not be entitled to assume control of such defense
        if
        (i) the Third Party Claim relates to or arises in connection with any criminal
        proceeding, action, indictment, allegation or investigation; (ii) the Third
        Party Claim seeks an injunction or equitable relief against the Indemnified
        Party; or (iii) there is a reasonable probability that a Third Party Claim
        may
        materially and adversely affect the Indemnified Party other than as a result
        of
        money damages or other money payments.

       

      (d) Other
        Limitations.
        Failure
        to give prompt Notice of Claim or to provide copies of relevant available
        documents or to furnish relevant available data shall not constitute a defense
        (in whole or in part) to any Third Party Claim by the Indemnified Party against
        the Sellers and shall not affect the Sellers’ duty or obligations under this
        Article, except to the extent (and only to the extent that) such failure
        shall
        have adversely affected the ability of the Indemnifying Party to defend against
        or reduce Sellers’ liability or caused or increased such liability or otherwise
        caused the damages for which the Sellers obligated to be greater than such
        damages would have been had the Indemnified Party given the Indemnifying
        Party
        prompt notice hereunder. So long as the Indemnifying Party is defending any
        such
        action actively and in good faith, the Indemnified Party shall not settle
        such
        action. The Indemnified Party shall make available to the Indemnifying Party
        all
        relevant records and other relevant materials required by Indemnifying Party’s
        possession or under the control of the Indemnified Party, for the use of
        the
        Indemnifying Party and its representatives in defending any such action,
        and
        shall in other respects give reasonable cooperation in such
        defense.


      
        
          
          

        

        
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      (e) Failure
        to Defend.
        If the
        Indemnifying Party, promptly after receiving a Notice of Claim, fails to
        defend
        such Third Party Claim actively and in good faith, the Indemnified Party
        will
        (upon further written notice) have the right to undertake the defense,
        compromise or settlement of such Third Party Claim as it may determine in
        its
        reasonable discretion, provided that the Indemnifying Party shall have the
        right
        to approve any settlement, which approval will not be unreasonably delayed,
        withheld or conditioned.

       

      (f) Indemnified
        Party’s Rights.
        Anything in this Article to the contrary notwithstanding, the Indemnifying
        Party
        shall not, without the written consent of the Indemnified Party, settle or
        compromise any action or consent to the entry of any judgment which does
        not
        include as an unconditional term thereof the giving by the claimant or the
        plaintiff to the Indemnified Party of a full and unconditional release from
        all
        liability and obligation in respect of such action without any payment by
        the
        Indemnified Party.

       

      (g) Indemnifying
        Party Consent.
        Unless
        the Indemnifying Party has consented to a settlement of a Third Party Claim,
        the
        amount of the settlement shall not be a binding determination of the amount
        of
        the Loss.

       

      6.3 Insurance
        Effect.
        To the
        extent that any Losses that are subject to indemnification pursuant to this
        Article are covered by insurance, the Indemnified Party shall use commercially
        reasonable efforts to obtain the maximum recovery under such insurance; provided
        that the Indemnified Party shall nevertheless be entitled to bring a claim
        for
        indemnification under this Article in respect of such Losses and the time
        limitations set forth in this Article for bringing a claim of indemnification
        under this Agreement shall be tolled during the pendency of such insurance
        claim. The existence of a claim by the Indemnified Party for monies from
        an
        insurer or against a third party in respect of any Loss shall not, however,
        delay any payment pursuant to the indemnification provisions contained herein
        and otherwise determined to be due and owing by the Indemnifying Party. If
        the
        Indemnified Party has received the payment required by this Agreement from
        the
        Indemnifying Party in respect of any Loss and later receives proceeds from
        insurance or other amounts in respect of such Loss, then it shall hold such
        proceeds or other amounts in trust for the benefit of the Indemnifying Party
        and
        shall pay to the Indemnifying Party, as promptly as practicable after receipt,
        a
        sum equal to the amount of such proceeds or other amount received, up to
        the
        aggregate amount of any payments received from the Indemnifying Party pursuant
        to this Agreement in respect of such Loss. Notwithstanding any other provisions
        of this Agreement, it is the intention of the parties that no insurer or
        any
        other third party shall be (i) entitled to a benefit it would not be entitled
        to
        receive in the absence of the foregoing indemnification provisions, or (ii)
        relieved of the responsibility to pay any claims for which it is
        obligated.


      
        
          
          

        

        
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      6.4 Limitations
        on Indemnification.

       

      (a) Survival;
        Time Limitation.
        The
        representations, warranties, covenants and agreements in this Agreement or
        in
        any writing delivered by the Sellers or the Company to the Indemnified Party
        in
        connection with this Agreement shall survive the Closing until the first
        anniversary thereof. 

       

      (b) No
        claim
        for indemnification under this Article shall be brought after the end of
        the
        relevant period specified in Section 6.4(a). Any claim made by a Indemnified
        Party that is required to be made and is made prior to the expiration of
        the
        period set forth in Section 6.4(a) above shall be preserved despite the
        subsequent expiration of the indemnification period and shall survive until
        final resolution thereof. 

       

      (c) Deductible.
        No
        amount shall not be payable under this Article unless and until the aggregate
        amount of all indemnifiable Losses otherwise payable exceeds $300,000 (the
        “Deductible”),
        and
        then only to the extent such claims exceed the Deductible. 

       

      (d) Aggregate
        Amount Limitation.
        Except
        with respect to Losses arising from breaches under Article IV, the aggregate
        liability for Losses shall not exceed $2 million.

       

      6.5 Adjustment
        to Purchase Price.
        Amounts
        paid for indemnification under this Article shall be deemed to be an adjustment
        to the Purchase Price, except as otherwise required by a Legal Requirement.
        

       

      ARTICLE
        VII

       

      GENERAL
        PROVISIONS

       

      7.1 Notices.
        All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given if delivered personally or by commercial delivery service providing
        proof of delivery to the parties at the following addresses (or at such other
        address for a party as shall be specified by like notice):

       

      if
        to the
        Purchaser, to: 

      Luken
        Communications, LLC

      835
        Georgia Avenue

      Suite
        600

      Chattanooga,
        TN 37402

      Tel:

      Fax:

       

      with
        a
        copy to:

      


      Horton,
        Maddox & Anderson, PLLC

      835
        Georgia Avenue, Suite 600

      Chattanooga,
        TN  37402

      Attn:
        William Horton

      Tel: 
        423-265-2560

      Fax: 
        423-265-3039


      
        
          
          

        

        
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      if
        to
        EMHC or the Seller, to:

      


      Equity
        Media Holdings Corporation

      #1
        Shackleford Drive, Suite 400

      Little
        Rock, Arkansas 72211

      Attn:
        Chairman of the Board

      Tel:
        501-219-2400

      Fax:
        501-221-1101

      


      with
        a copy to: 

      


      Graubard
        Miller

      The
        Chrysler Building

      405
        Lexington Avenue

      New
        York, New York 10174

      Attn:
        David Alan Miller

      Tel:
        212-818-8800

      Fax:
        212-818-8881

       

      7.2 Interpretation.
        The
        definitions of the terms herein shall apply equally to the singular and plural
        forms of the terms defined. Whenever the context shall require, any pronoun
        shall include the corresponding masculine, feminine and neuter forms. When
        a
        reference is made in this Agreement to an Exhibit or Schedule, such reference
        shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated.
        When a reference is made in this Agreement to Sections or subsections, such
        reference shall be to a Section or subsection of this Agreement. Unless
        otherwise indicated the words “include,” “includes” and “including” when used
        herein shall be deemed in each case to be followed by the words “without
        limitation.” The table of contents and headings contained in this Agreement are
        for reference purposes only and shall not affect in any way the meaning or
        interpretation of this Agreement. When reference is made herein to “the business
        of” an entity, such reference shall be deemed to include the business of all
        direct and indirect Subsidiaries of such entity. Reference to the Subsidiaries
        of an entity shall be deemed to include all direct and indirect Subsidiaries
        of
        such entity. For purposes of this Agreement:

       

      (a) “Material
        Adverse Effect”
when
        used in connection with an entity means any change, event, violation,
        inaccuracy, circumstance or effect, individually or when aggregated with
        other
        changes, events, violations, inaccuracies, circumstances or effects, that
        is
        materially adverse to the business, assets (including intangible assets),
        revenues, financial condition, prospects or results of operations of such
        entity, it being understood that none of the following alone or in combination
        shall be deemed, in and of itself, to constitute a Material Adverse Effect:
        (i)
        changes attributable to the public announcement or pendency of the transactions
        contemplated hereby, or (ii) changes in general national or regional economic
        conditions;


      
        
          
          

        

        
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      (b) “Legal
        Requirements”
means
        any federal, state, local, municipal, foreign or other law, statute,
        constitution, principle of common law, resolution, ordinance, code, edict,
        decree, rule, regulation, ruling or requirement issued, enacted, adopted,
        promulgated, implemented or otherwise put into effect by or under the authority
        of any Governmental Entity and all requirements set forth in applicable
        agreements, contracts and understandings;

       

      (c) “Person”
means
        any individual, corporation (including any non-profit corporation), general
        partnership, limited partnership, limited liability partnership, joint venture,
        estate, trust, company (including any limited liability company or joint
        stock
        company), firm or other enterprise, association, organization, entity or
        Governmental Entity;

       

      (d) “Lien”
means
        any mortgage, pledge, security interest, encumbrance, lien, restriction or
        charge of any kind (including, without limitation, any conditional sale or
        other
        title retention agreement or lease in the nature thereof, any sale with recourse
        against the seller or any Affiliate of the seller, or any agreement to give
        any
        security interest); provided, however, that “Lien” shall not mean any of the
        foregoing as they relate to or arise from any right or interest Larry Morton,
        Neal Ardman, Retro Television Network, Inc. or any of their respective family
        members, affiliates, associates, successors or transferees may have as of
        the
        date hereof in the Company or its assets under the certain agreement dated
        as of
        December 22, 2005 by and between Retro Television Network, Inc. and Equity
        Broadcasting Corporation, the successor to EMHC, as same has been superseded
        by
        the Morton Agreement of even date herewith.

       

      (e) “Business
        Day”
means
        a
        day, other than a Saturday or Sunday, on which banks are open for the
        transaction of business in New York City.

       

      (f) “Affiliate”
or
        “affiliate”
means,
        as applied to any Person, any other Person directly or indirectly controlling,
        controlled by or under direct or indirect common control with, such Person.
        For
        purposes of this definition, “control” (including with correlative meanings, the
        terms “controlling,” “controlled by” and “under common control with”), as
        applied to any Person, means the possession, directly or indirectly, of the
        power to direct or cause the direction of the management and policies of
        such
        Person, whether through the ownership of voting securities, by contract or
        otherwise; and

       

      (g) all
        monetary amounts set forth herein are referenced in United States dollars,
        unless otherwise noted.

       

      7.3 Counterparts;
        Facsimile Signatures.
        This
        Agreement and each other document executed in connection with the transactions
        contemplated hereby, and the consummation thereof, may be executed in one
        or
        more counterparts, all of which shall be considered one and the same document
        and shall become effective when one or more counterparts have been signed
        by
        each of the parties and delivered to the other party, it being understood
        that
        all parties need not sign the same counterpart. Delivery by facsimile to
        counsel
        for the other party of a counterpart executed by a party shall be deemed
        to meet
        the requirements of the previous sentence.


      
        
          
          

        

        
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      7.4 Entire
        Agreement; Third Party Beneficiaries.
        This
        Agreement and the documents and instruments and other agreements among the
        parties hereto as contemplated by or referred to herein, including the Exhibits
        and Schedules hereto (a) constitute the entire agreement among the parties
        with
        respect to the subject matter hereof and supersede all prior agreements and
        understandings, both written and oral, among the parties with respect to
        the
        subject matter hereof; and (b) are not intended to confer upon any other
        person
        any rights or remedies hereunder (except as specifically provided in this
        Agreement).

       

      7.5 Severability.
        In the
        event that any provision of this Agreement, or the application thereof, becomes
        or is declared by a court of competent jurisdiction to be illegal, void or
        unenforceable, the remainder of this Agreement will continue in full force
        and
        effect and the application of such provision to other persons or circumstances
        will be interpreted so as reasonably to effect the intent of the parties
        hereto.
        The parties further agree to replace such void or unenforceable provision
        of
        this Agreement with a valid and enforceable provision that will achieve,
        to the
        extent possible, the economic, business and other purposes of such void or
        unenforceable provision.

       

      7.6 Other
        Remedies; Specific Performance.
        Except
        as otherwise provided herein, any and all remedies herein expressly conferred
        upon a party will be deemed cumulative with and not exclusive of any other
        remedy conferred hereby, or by law or equity upon such party, and the exercise
        by a party of any one remedy will not preclude the exercise of any other
        remedy.
        The parties hereto agree that irreparable damage would occur in the event
        that
        any of the provisions of this Agreement were not performed in accordance
        with
        their specific terms or were otherwise breached. It is accordingly agreed
        that
        the parties shall be entitled to seek an injunction or injunctions to prevent
        breaches of this Agreement and to enforce specifically the terms and provisions
        hereof in any court of the United States or any state having jurisdiction,
        this
        being in addition to any other remedy to which they are entitled at law or
        in
        equity.

       

      7.7 Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the law of
        the
        State of Delaware regardless of the law that might otherwise govern under
        applicable principles of conflicts of law thereof that would require the
        application of the law of another jurisdiction.

       

      7.8 Rules
        of Construction.
        The
        parties hereto agree that they have been represented by counsel during the
        negotiation and execution of this Agreement and, therefore, waive the
        application of any law, regulation, holding or rule of construction providing
        that ambiguities in an agreement or other document will be construed against
        the
        party drafting such agreement or document.

       

      7.9 Assignment. 

       

      (a) The
        Purchaser may not assign either this Agreement or any of its rights, interests,
        or obligations hereunder without the prior written approval of EMHC.



      
        
          
          

        

        
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      (b) Notwithstanding
        anything to the contrary herein, EMHC and Seller (or any of their respective
        trustees or successors) shall have the right, without any notice to Purchaser
        or
        any of its affiliates, to freely and without limitation, Transfer the Agreement
        to any person or entity (including, without limitation, the Collateral Agent).
        Each of EMHC, Seller and Purchaser agrees and acknowledges that (i) the
        Agreement constitutes an “executory contract” as such term is used in the
        Bankruptcy Code, is not a financial accommodations contract for purposes
        of the
        Bankruptcy Code and is capable of both assumption and assignment pursuant
        to
        section 365 of the Bankruptcy Code and (ii) the rights of EMHC and Seller
        under
        the Agreement may be exercised (without the necessity of assumption) by EMHC
        or
        Seller (or any their respective trustees or successors) under the Bankruptcy
        Code and any applicable provisions of bankruptcy or non-bankruptcy law or
        by an
        unrelated third party. Purchaser agrees that neither it nor any of its
        affiliates shall, directly or indirectly, (i) object to, delay, or take any
        other action to interfere, directly or indirectly, in any respect of the
        exercise of any rights or powers hereunder and/or the assumption and/or Transfer
        of the Agreement pursuant to any provision of the Bankruptcy Code or any
        other
        provision or principle of bankruptcy or non-bankruptcy law, or (ii) encourage
        any person or entity to do any of the foregoing. Notwithstanding anything
        to the
        contrary herein and, for avoidance of doubt, a Transfer of the Repurchase
        Option, NOC Option and/or the Station Purchase Agreements (in each case,
        without
        necessity or requirement of the Transfer of the Agreement) shall be permissible
        in accordance with the terms and conditions set forth in the Repurchase Option
        and the Station Purchase Agreements, respectively.

       

      (c) Notwithstanding
        the foregoing, Purchaser hereby acknowledges that EMHC and Seller will grant
        a
        security interest in all of their respective rights under this Agreement
        to
        Wells Fargo Bank, National Association, as collateral agent for the lenders
        (including any successor thereto, the “Collateral
        Agent”)
        under
        the Third Amended and Restated Credit Agreement, dated as of February 13,
        2008,
        among EMHC, Seller, certain other subsidiaries of EMHC, and the financial
        institutions party thereto (as amended, supplemented and otherwise modified
        from
        time to time, the “Credit
        Agreement”),
        and
        Purchaser hereby consents to the granting of such security interest. Purchaser
        further agrees that, following such grant, (x) Purchaser shall execute and
        deliver any and all instruments, certificates and documents, and take any
        and
        all actions, as EMHC, the Seller or the Collateral Agent may reasonably request
        from time to time to ensure that the Collateral Agent has and maintains a
        first
        priority security interest in the rights of EMHC and Seller under this Agreement
        and (y) the Collateral Agent shall have the right, both prior to and following
        any default under the Credit Agreement and without any further action by
        any
        other party hereto, to exercise the rights of EMHC and the Seller under this
        Agreement and to enforce the obligations of the Purchaser hereunder. This
        Agreement shall be binding upon and shall inure to the benefit of the parties
        hereto and their respective successors and permitted assigns.

       

      7.10 Amendment.
        This
        Agreement may be amended by the parties hereto at any time by execution of
        an
        instrument in writing signed on behalf of each of the parties.


      
        
          
          

        

        
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      7.11 Arbitration.
        Any
        disputes or claims arising under or in connection with this Agreement or
        the
        transactions contemplated hereunder shall be resolved by binding arbitration.
        Notice of a demand to arbitrate a dispute by either party shall be given
        in
        writing to the other at their last known address. Arbitration shall be commenced
        by the filing by a party of an arbitration demand with the American Arbitration
        Association (“AAA”)
        in its
        office in Little Rock, Arkansas. The arbitration and resolution of the dispute
        shall be resolved by a single arbitrator appointed by the AAA pursuant to
        AAA
        rules. The arbitration shall in all respects be governed and conducted by
        applicable AAA rules, and any award and/or decision shall be conclusive and
        binding on the parties. The arbitration shall be conducted in Little Rock,
        Arkansas. The arbitrator shall supply a written opinion supporting any award,
        and judgment may be entered on the award in any court of competent jurisdiction.
        Each party shall pay its own fees and expenses for the arbitration, except
        that
        any costs and charges imposed by the AAA and any fees of the arbitrator for
        his
        services shall be assessed against the losing party by the arbitrator. In
        the
        event that preliminary or permanent injunctive relief is necessary or desirable
        in order to prevent a party from acting contrary to this Agreement or to
        prevent
        irreparable harm prior to a confirmation of an arbitration award, then either
        party is authorized and entitled to commence a lawsuit solely to obtain
        equitable relief against the other pending the completion of the arbitration
        in
        a court having jurisdiction over the parties. Each party hereby consents
        to the
        exclusive jurisdiction of the federal and state courts located in the State
        of
        Arkansas for such purpose. All rights and remedies of the parties shall be
        cumulative and in addition to any other rights and remedies obtainable from
        arbitration.

       

      [The
        remainder of this page has been intentionally left
        blank.]


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        as
        of the date first written above.


       

      
        	
                EQUITY
                  MEDIA HOLDINGS CORPORATION

              
	 
	
                By:

              	
                 

              
	 	 
	
                C.A.S.H.
                  SERVICES, INC.

              
	 	 
	
                By:

              	
                 

              
	 	 
	
                RETRO
                  PROGRAMMING SERVICES, INC.

              
	 	 
	
                By:

              	
                 

              
	 	 
	
                LUKEN
                  COMMUNICATIONS LLC

              
	 
	
                By:

              	 


      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      The
        following hereby acknowledge and agree to the provisions relating to the
        granting of security interests and right of first refusal under Section 4.5
        (c)
        and (d) of the Agreement.

      


      
        	
                WOODWARD
                  BROADCASTING, INC.

              
	 
	
                By:

              	
                 

              
	 	 
	
                EBC
                  MINNEAPOLIS, INC.

              
	 	 
	
                By:

              	
                 

              
	 	 
	
                BORGER
                  BROADCASTING, INC.

              
	 	 
	
                By:

              	
                 

              
	 	 
	
                EBC
                  SOUTHWEST FLORIDA, INC.

              
	 	 
	
                By:

              	
                 

              


      

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      STOCK
        PURCHASE AGREEMENT

      


      SCHEDULES

      


      Dated
        June 24, 2008


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      


      Schedule
        1.3(a)

      


      Amount:
        $18,101,116.30

      Account
        Name: WELLS FARGO FOOTHILL, INC.

      Account
        No.: 323-266193

      ABA
        No.:
        021000021

      Bank
        Name: JPMorgan Chase Bank

      Bank
        Address: New York, New York

      


      Amount:
        $1,069,814.87

      Account
        Name: SILVER POINT FINANCE, LLC

      Account
        No.: 48901908

      ABA
        #
        021000089

      Bank
        Name: Citibank, NA

      RE:
        Equity Media 

      


      Amount:
        $23,638.62

      Account
        Name: PAUL, HASTINGS, JANOFSKY
& WALKER LLP

      Account
        No.: 14599-04796

      ABA
        No.: 0260-0959-3

      Bank
        Name: Bank of America, N.A.

      Attention:
        John Francis Hilson,
        45305.00295

      Reference:
        Wells Fargo Foothill/Equity
        Media

      


      Amount:
        $600,000.00

      Account
        Name: MILBANK, TWEED, HADLEY
& MCCLOY

      Account
        No.: 910-1-073923

      ABA
        No.: 021-000-021

      Bank
        Name: JP Morgan Chase

      Bank
        Address: New York, New York

      Bill
        Reference No.: 270280

      Billing
        Partner: A. Raval

       

      


      Amount:
        $1,270,000.00

      Account
        Name: EQUITY
        MEDIA HOLDING CORPORATION

      Account
        No.: 503 057 2

      ABA
        No.:
        082001687

      Bank
        Name: Bank of Little Rock

      Bank
        Address: Little Rock, AR

      Contact:
        Leeann Hogue; 501-312-0800


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      


      Amount:
        $3,935,430.21

      Account
        Name: EQUITY MEDIA HOLDINGS CORP.

      Account
        No.: 101-1730

      For
        Further Credit: 68V-02164

      ABA
        No.:
        043000261

      Bank
        Name: Mellon Bank

      Credit: 
        Merrill Lynch, Pierce, Ferrer & Smith Incorporated

      Bank
        Address: Pittsburgh, PA

      Contact:
        Sheila Wallace



      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      Schedule
        1.3(b)

      


      
        	 	 	
                As
                  of

                June
                  24 -

                Closing
                  

              	 	
                Prorated

                June
                  Costs

                June
                  24 -

                Closing
                  

              	 	
                Total
                  

              	 
	
                Accounts
                  Payable - Trade:

              	 	 	 	 	 	 	 
	
                Syndicated
                  Programming

              	 	 	
                606,915
                  

              	 	 	
                77,562

              	 	 	
                684,477

              	 
	
                Insurance
                  - Employee related

              	 	 	
                35,309
                  

              	 	 	 	 	 	
                35,309
                  

              	 
	
                Other
                  Operating costs

              	 	 	
                17,620
                  

              	 	 	  	 	 	
                17,620
                  

              	 
	 	 	 	
                659,844
                  

              	 	 	
                77,562

              	 	 	
                737,405

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Accrued
                  Expenses:

              	 	 	 	 	 	 	 	 	 	 
	
                Syndicated
                  Programming

              	 	 	
                790,723

              	 	 	
                103,846

              	 	 	
                894,569

              	 
	
                Accrued
                  Royalty Fees

              	 	 	
                33,131

              	 	 	 	 	 	
                33,131

              	 
	
                Accrued
                  Payroll Costs

              	 	 	
                65,590

              	 	 	 	 	 	
                65,690

              	 
	 	 	 	
                889,444

              	 	 	
                103,846

              	 	 	
                993,290

              	 
	
                Total
                  Liabilities due at Closing

              	 	 	
                1,549,288
                  

              	 	 	
                181,408
                  

              	 	 	
                1,730,696
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Note
                  - RTN liabilities due post-closing:

              	 	 	 	 	 	 	 	 	 	 
	
                Pro-rated
                  June Programming obligations

              	 	 	 	 	 	 	 	 	
                45,352

              	 
	
                Programming
                  obligations due July 1 forward

              	 	 	 	 	 	 	 	 	
                470,823

              	 
	 	 	 	 	 	 	 	 	 	
                516,175
                  

              	 


      

      



      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      Schedule
        2.5(b)


       

      Approval
        of the Lenders as per the Third Amended and Restated Credit Agreement dated
        February 13, 2008, as amended.

       


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      Schedule
        2.8

      


      Thomas
        Weisel Partners will receive a cash fee of $200,000 and warrants to purchase
        1,075,269 shares of EMHC common stock at closing of the transactions and
        Patrick
        Communications, Inc. will receive a fee with respect to the Stations Purchase
        (in an aggregate amount not to exceed $350,000). 



      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      Schedule
        3.4

      


      Henry
        Luken

      Thorpe
        McKenzie

      Forrest
        Preston


      
        
          
          

        

        
          35