Exhibit
      10.5

     

    SEPARATION
      AGREEMENT

     

    THIS
      SEPARATION AGREEMENT (“Agreement”) is made as of this 24th day of June, 2008
      (the “Execution Date”) and entered into by and between Larry Morton, a resident
      of the State of Arkansas (“Morton”), on the one hand, and Equity Media Holdings
      Corporation, a Delaware corporation (“EMHC”), and Retro Programming Services,
      Inc., a wholly owned subsidiary of EMHC (“RPS”), on the other hand. Morton, EMHC
      and RPS may be collectively referred to herein as the “Parties” or individually
      as “Party.”

     

    RECITALS

     

    WHEREAS,
      Morton has been employed by EMHC and in connection with such employment has
      served as the President and Chief Executive Officer of EMHC and President and
      Chief Executive Officer of RPS;

     

    WHEREAS,
      pursuant to the terms, conditions and agreements set forth herein and except
      as
      otherwise provided herein, the Parties now mutually desire to provide for the
      termination of Morton’s employment with EMHC, RPS and each of their respective
      subsidiaries and affiliates;

     

    WHEREAS,
      by and through this Agreement and the RTN Transfer Agreement (as defined below),
      the Parties desire to address fully, finally and forever all matters between
      them arising up to and through the Execution Date, including, but not limited
      to, any matters arising out of Morton’s employment with EMHC and/or RPS and/or
      the termination of the foregoing;

     

    NOW
      THEREFORE, in consideration of the agreements contained herein as well as other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, each of the Parties agrees as follows:

     

    1. Termination
      of Employment.
      Morton’s
      employment as President and Chief Executive Officer of EMHC was terminated
      effective as of February 13, 2008 and Morton’s employment as President and Chief
      Executive Officer of RPS and any other subsidiaries and affiliates of EMHC
      is
      hereby terminated effective as of the Execution Date. In
      addition, effective as of the Execution Date, to the extent not previously
      terminated, Morton hereby resigns from any and all offices and directorships
      he
      may hold with each of EMHC, RPS and each of their subsidiaries and affiliates,
      other than his position as a director of EMHC, and agrees to take any other
      actions reasonably required to effectuate the foregoing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    2. Termination
      of Prior Agreements; Consulting Agreement.
      Except
      as otherwise provided herein, the Employment Agreement by and between EMHC
      and
      Morton, dated March 30, 2007 (the “Employment Agreement”) is hereby terminated,
      along with all rights, obligations and responsibilities of the parties
      thereunder. Each other agreement between Morton and any of EMHC, RPS and each
      of
      their respective subsidiaries and affiliates, other than this Agreement and
      the
      RTN Transfer Agreement dated of even date herewith (the “RTN Transfer
      Agreement”), are hereby terminated in all respects, except as otherwise provided
      in the RTN Transfer Agreement. Notwithstanding the foregoing, (a) the Option
      Agreement pursuant to the EMHC 2007 Stock Incentive Plan between EMHC and
      Morton, dated May 9, 2007 (the “Option Agreement”) shall continue in effect in
      accordance with their terms, except as expressly modified by Section 9 of this
      Agreement, and (b) Section 13 (Remedies Upon Breach), Section 14 (Assignment
      of
      Intellectual Property Rights) and Section 15 (Miscellaneous) of the Employment
      Agreement and (c) that certain Indemnification Agreement dated August 10, 2007
      by and between EMHC and Morton (the “Indemnification Agreement”) shall survive
      the termination of the Employment Agreement and remain binding on the parties
      thereto. Concurrently with the execution of this Agreement, Morton and EMHC
      are
      executing the consulting agreement in the form attached hereto as Exhibit
      A
      (“Consulting Agreement”).

     

    3. Payments
      and Continuation of Benefits. The
      Parties agree that Morton shall be entitled to receive the following, subject
      to
      the following terms and conditions: 

     

    (a) Accrued
      Obligations.
      On or
      as soon as practicable after the Execution Date, EMHC shall (i) pay to Morton
      all unpaid salary and vacation accrued but not paid through the Execution Date,
      and (ii) reimburse to Morton all outstanding reimbursable expenses incurred
      by
      Morton and submitted to, and approved by, EMHC prior to the Execution Date
      in
      accordance with EMHC’s applicable policies and practices, to the extent not
      reimbursed prior to the Execution Date.

     

    (b) Severance.
      In
      consideration of and subject to and conditioned upon (i) Morton’s execution and
      non-revocation of the Release (as defined below) and (ii) Morton’s continued
      compliance with Sections 4 and 5 below, EMHC shall pay or provide the following
      to Morton (collectively, the “Severance”):

     

    
      	 	
              i.

            	
              Continued
                payment of Morton’s current annual base salary through the payment of
                $26,667 per month in each of the 44 consecutive months starting with
                the
                current month, payable in accordance with the customary payroll practices
                of EMHC as in existence on the Execution Date;


            


    

     

    
      	 	
              ii.

            	
              A
                single payment of $3,667 in lieu of any benefits Morton would have
                received if he had been able to participate in EMHC’s retirement and
                pension plans from the Execution Date through February 24, 2012.
                Such
                amount shall be paid to Morton in one lump sum cash payment within
                30 days
                following the expiration of the revocation period provided in the
                Release;

            


    

     

    
      	 	
              iii.

            	
              Continued
                enrollment from the Execution Date through the earliest to occur
                of (A)
                the expiration of the maximum coverage period permitted under Internal
                Revenue Code Section 4980B (together with the regulations thereunder,
                “COBRA”), (B) February 24, 2012, or (C) such time as Morton becomes
                eligible for coverage under another “group health plan” (within the
                meaning of COBRA) (in any case, the “Continuation Period”) at the same
                level of benefits (including deductibles and co-pays) and at EMHC’s sole
                cost and expense,
                in
                the group health plans (the “Benefit Plans”) in which Morton was enrolled
                immediately prior to the Execution Date, as may be adjusted in a
                manner
                applicable to plan participants generally. Notwithstanding the foregoing,
                if the Continuation Period terminates pursuant to clause (A) of this
                Section 3(b)(iv), then, until the earlier of such time as the Continuation
                Period would have expired under clause (B) or clause (C) of this
                Section
                3(b)(iv) (absent such termination pursuant to clause (A)), EMHC shall
                make
                monthly payments to Morton on or about the last day of each calendar
                month
                in the amount of $670.76; and 

            


    

     

    
      
         

      

      
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              iv.

            	
              Monthly
                payments beginning in June 2008 and continuing through February 2012
                in
                the amount of $2,013.36 in lieu of any provision of life, disability,
                accidental death and dismemberment and/or other insurance
                benefits.

            


    

     

    To
      the
      extent that any Severance payments or benefits would become due or payable
      prior
      to the expiration of the revocation period applicable under the Release, such
      payments shall be delayed until (and subject to and conditioned upon) the
      expiration of such revocation period, and shall be paid as soon as practicable
      thereafter (assuming that the Release has not been revoked). 

     

    (c) Exclusivity
      of Benefits.
      Except
      as expressly provided in this Section 3 and the RTN Transfer Agreement, Morton
      shall not be entitled to any additional payments or benefits in connection
      with
      his employment with EMHC, RPS or any of their subsidiaries or affiliates, or
      the
      termination thereof or under or in connection with any contract, agreement
      or
      understanding between Morton and any of the foregoing. Except as expressly
      provided herein, all employee benefits and perquisites provided or funded in
      whole or in part by EMHC, RPS or any of their subsidiaries or affiliates shall
      cease as of the Execution Date.

     

    (d) Payment
      Upon Death of Morton.
      If
      Morton dies during any period during which payments pursuant to this Section
      3
      are to be made, payments for the remainder of such period following his death
      shall be made to his spouse or, if provided for by will or otherwise by law,
      to
      his heirs. 

     

    4. Confidential
      Information and Trade Secrets.
      As
      consideration for and to induce EMHC to enter into this Agreement and to pay
      the
      Severance, Morton hereby covenants and agrees to the provisions set forth below:
      

     

    (a) Except
      as
      the Board of Directors of EMHC may expressly authorize or direct in writing,
      Morton agrees that he will not at any time for any reason, either directly
      or
      indirectly, (i) copy, reproduce, divulge, disclose or communicate to any person
      or entity, in any manner whatsoever, any Confidential Information (as defined
      below), (ii) remove from the custody and control of EMHC any physical or
      electronic manifestation of the Confidential Information or (iii) utilize,
      or
      permit others to utilize, any Confidential Information for any reason. All
      Confidential Information, including all physical or electronic manifestations
      thereof, shall be the exclusive property of EMHC, whether or not prepared,
      compiled or obtained by Morton or by EMHC prior to Morton’s
      employment.

     

    (b) “Confidential
      Information” shall mean all information and trade secrets relating to or used in
      the business and operations of EMHC and its subsidiaries and affiliates
      (including, but not limited to, marketing methods and procedures, customer
      lists, sources of supplies and materials, business systems and procedures,
      information regarding its financial matters, or any other information concerning
      the personnel, operations, trade secrets, know how, or business or planned
      business of EMHC and its subsidiaries and affiliates), whether prepared,
      compiled, developed or obtained by Morton or by EMHC and its subsidiaries and
      affiliates prior to or during Morton’s employment with EMHC or RPS, that is
      treated by EMHC as confidential or proprietary or is reasonably considered
      by
      EMHC to be confidential or proprietary. Notwithstanding the foregoing,
“Confidential Information” shall not include information independently developed
      by Morton prior to March 30, 2007. 

     

    
      
         

      

      
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    (c) The
      provisions of Section 4(a) shall not apply to: (i) Confidential Information
      that
      is public knowledge other than as a result of a breach of any obligation of
      confidence; or (ii) Confidential Information disclosed under a requirement
      of
      law or as directed by applicable legal authority having jurisdiction over
      Morton, provided that Morton shall deliver written notice to EMHC of such
      required disclosure and afford EMHC the opportunity to legally curtail such
      disclosure within the time period required for disclosure. All protections
      in
      this Section 4 for the benefit of EMHC shall be deemed to include its
      subsidiaries and affiliates.

     

    5. Non-Solicitation
      and Non-Disparagement. As
      consideration for and to induce EMHC to enter into this Agreement and to pay
      the
      Severance, Morton hereby covenants and agrees that, except is provided in
      Section 5(b), for a period commencing on the Execution Date and ending on
      February 24, 2012 (“Restriction Period”), he will not:

     

    (a) solicit
      to employ or knowingly permit any company or any business directly or indirectly
      controlled by him to solicit to employ any person who was employed by EMHC,
      RPS
      or any of their subsidiaries or affiliates at or within the prior six months,
      or
      in any manner seek to induce any such person to leave his or her employment,
      it
      being understood that a general advertisement seeking employees shall not be
      deemed to be such solicitation;

     

    (b) at
      any
      time, whether during or after the Restriction Period, make any statement,
      publicly or privately, to
      any
      individual or entity, including, without limitation, clients, customers,
      employees, financial or credit institutions or news agencies, in any case,
      which
      could reasonably be expected to disparage, defame, libel or slander EMHC, RPS,
      any of their subsidiaries, affiliates or any of their respective employees,
      officers or directors; or

     

    (c) hold
      himself out as an employee, agent or representative of EMHC, RPS or any of
      their
      subsidiaries or affiliates, except as otherwise provided in the Consulting
      Agreement.

     

    6. Remedies
      Upon Breach.
      

     

    (a) Morton
      acknowledges that EMHC and RPS will suffer substantial damage which will be
      difficult to compute and that the remedies at law will be inadequate if Morton
      should violate any of the covenants or other obligations contained in Sections
      4
      or 5 hereof, and that the restrictions in Sections 4 and 5 of this Agreement
      are
      reasonable and necessary for the protection of the legitimate business interests
      of EMHC, RPS and their subsidiaries and affiliates. Accordingly, the Parties
      agree that EMHC and RPS, as applicable, shall be entitled to the remedies of
      injunction and/or specific performance (in addition to any other remedies,
      at
      law or in equity, as may be available), and neither EMHC nor RPS shall be
      required to post a bond in connection therewith.

     

    
      
         

      

      
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    (b) In
      the
      event of an alleged breach by Morton that is disputed by him, EMHC shall
      continue to make payments to Morton hereunder during the pendency of such
      dispute but for no more than twelve (12) months and, if such dispute is resolved
      adversely to Morton, Morton shall return to EMHC all payments so made upon
      demand.

     

    7. Indemnification.
      Nothing
      herein shall impair or affect any indemnification rights provided in EMHC’s or
      RPS’s certificate of incorporation or bylaws. Further, the Parties acknowledge
      and agree that EMHC’s duties and obligations under the Indemnification Agreement
      shall continue in full force and effect following the Execution Date pursuant
      to
      the terms and conditions contained therein.

     

    8. Releases. 

     

    
      	 	
              (a)

            	
              Morton
                agrees that, as a condition to Morton’s right to receive the Severance,
                within the timeframe specified in the release of claims attached
                hereto as
                Exhibit
                B(1)
                (the “Release”), Morton shall execute, deliver to EMHC and thereafter
                shall not revoke the Release. 

            


    

     

    
      	 	
              (b)

            	
              EMHC
                agrees that, as a condition to Morton’s execution of this Agreement,
                within the timeframe specified in the release of claims attached
                hereto as
                Exhibit
                B(2),
                EMHC shall execute, deliver to Morton and thereafter shall not revoke
                such
                release.

            


    

     

    9. Cancellation
      of Unvested Options.
      Effective
      upon the
      expiration of the revocation period applicable under the Release and assuming
      that the Release has not been revoked, Morton hereby surrenders to EMHC for
      cancellation all options to purchase securities of EHMC granted to him that
      did
      not vest prior to the Execution Date and agrees that he will not exercise any
      such options that vest between the Execution Date and the expiration of such
      revocation period. 

     

    10. No
      Admission. This
      Agreement shall not in any way be construed as an admission by EMHC,
      RPS
      or any of their subsidiaries or affiliates
      of any
      liability whatsoever or as an admission by any of the foregoing of any acts
      of
      wrongdoing or discrimination against Morton or any other persons. In fact,
      each
      of the foregoing entities specifically disclaims, on behalf of itself, its
      subsidiaries and affiliates, any liability to and wrongdoing or discrimination
      against Morton or any other persons. 

     

    11. Confidentiality.
      Except
      as otherwise required by law, Morton and EMHC agree not to disclose the terms
      of
      this Agreement or the substance of the discussions preceding this Agreement
      to
      any other person; provided, however, that this Section 11 shall not apply
      to:

     

    (a) Morton’s
      communications to his immediate family, attorneys, accountants and/or financial
      advisors, 

     

    (b) EMHC’s
      communications to any third party with a legitimate business need to know,
      as
      determined in EMHC’s reasonable and good faith discretion (such as its
      attorneys, accountants, auditors and/or financial advisors), and 

     

    
      
         

      

      
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    (c) disclosure
      by EMHC, to the extent required by applicable U.S. federal securities
      laws,

     

    as
      long
      as the Parties, prior to disclosure (except in situations to which Section
      11(c)
      applies), first agree not to disclose such information to anyone else. In
      addition, if Morton is required by law to disclose any of the terms of this
      Agreement or the substance of the discussions preceding this Agreement, Morton
      will provide written notice to EMHC in advance of such disclosure, and will
      cooperate with EMHC to prevent or limit such disclosure.

     

    12. Cooperation.
      Morton
      agrees to cooperate with EMHC and RPS with respect to all matters arising during
      or related to his employment about which he has personal knowledge because
      of
      his employment with EMHC and RPS, including but not limited to all matters
      (formal or informal) in connection with any government investigation, internal
      investigations, litigation (potential or ongoing), administrative, regulatory,
      or other proceeding which currently exists, or which may have arisen prior
      to or
      arises following the signing of the Agreement. Such cooperation will include,
      but not be limited to, Morton’s willingness to be interviewed by representatives
      of EMHC and RPS, and to participate in such proceedings by deposition or
      testimony. Morton understands that EMHC and/or RPS will reimburse him for his
      reasonable out-of-pocket expenses (including attorney’s fees and legal costs)
      incurred in connection with such cooperation.

     

    13. Binding
      Effect. This
      Agreement shall be binding upon Morton, his heirs, representatives, executors,
      administrators, successors, and assigns, and upon EMHC and RPS and their
      respective successors, parents, affiliated companies, and assigns. If either
      Party violates any provision of this Agreement, the other Party may present
      this
      Agreement to any court of competent jurisdiction for the purpose of obtaining
      legal and equitable relief.

     

    14. Governing
      Law. This
      Agreement is deemed by the Parties to be made and entered into in the State
      of
      Arkansas. It shall be interpreted, enforced, and governed under the laws of
      Arkansas. Any action or proceeding arising under or with respect to this
      Agreement shall be brought in a federal or state court having jurisdiction
      located in the County of Pulaski, State of Arkansas.

     

    15. Severability. If
      any
      term, provision, covenant or condition of this Agreement is held by a court
      of
      competent jurisdiction to exceed the limitations permitted by applicable law,
      as
      determined by such court in such action, then the provisions will be deemed
      reformed to apply to the maximum limitations permitted by applicable law and
      the
      Parties hereby expressly acknowledge their desire that in such event such action
      be taken. Notwithstanding the foregoing, the Parties further agree that if
      any
      term, provision, covenant or condition of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the provisions shall remain in full force and effect and in no way shall be
      affected, impaired or invalidated.

     

    
      
         

      

      
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    16. Section
      409A of the Code.
      If at
      any time EMHC determines that any payment under this Agreement may be or become
      subject to the imposition of taxes under Internal Revenue Code Section 409A,
      EMHC shall have the right, in its sole discretion and upon providing written
      notice to Morton, to adopt such amendments to this Agreement or take such other
      actions (including amendments and actions with retroactive effect) as EMHC
      determines are necessary or appropriate to (a) exempt the payments provided
      hereunder according to Internal Revenue Code Section 409A and/or preserve the
      intended tax treatment of such payments, or (b) comply with the requirements
      of
      Internal Revenue Code Section 409A. Any such amendments by EMHC shall have
      no
      cumulative adverse financial impact upon Morton. In no event whatsoever shall
      EMHC or any of the other Releasees (as defined in the Release) be liable for
      any
      additional tax, interest or penalties that may be imposed on Morton by Internal
      Revenue Code Section 409A or any damages for failing to comply with Code Section
      409A.

     

    17. Withholding.
      EMHC
      shall withhold from any amounts payable under this Agreement such federal,
      state, local or foreign taxes as shall be required to be withheld pursuant
      to
      any applicable law or regulation.

     

    18. Reliance. Morton
      hereby acknowledges that he has not relied on any information provided or
      statements made by EMHC, or any of its agents, representatives, or attorneys
      that are not contained in this Agreement. In return for executing this
      Agreement, Morton is receiving only the consideration described in this
      Agreement.

     

    19. Entire
      Agreement. This
      Agreement, the RTN Transfer Agreement, the Consulting Agreement and the Option
      Agreement (as amended by this Agreement) contain the entire agreement between
      the Parties, and, except as otherwise provided herein, this Agreement, the
      RTN
      Transfer Agreement, the Consulting Agreement and the Option Agreement (as
      amended by this Agreement) supersede any other oral or written agreements or
      understandings between the Parties, including without limitation the Employment
      Agreement.

     

    20. Amendments. All
      modifications and amendments to this Agreement must be made in writing and
      signed by the Parties.

     

    21. Waiver. No
      delay
      or omission by the Parties in exercising any right under this Agreement shall
      operate as a waiver of that or any other right. A waiver or consent given by
      a
      Party on any one occasion shall be effective only in that instance and shall
      not
      be construed as a bar or waiver of any right on any other occasion.

     

    22. Captions. The
      captions of the sections of this Agreement are for convenience of reference
      only
      and in no way define, limit or affect the scope or substance of any section
      of
      this Agreement.

     

    23. Proper
      Authorization; Due Execution. EMHC
      and
      RPS each represent and warrant to Morton that this Agreement has been approved
      by its Board of Directors and that the officer signing on its behalf below
      has
      been fully authorized to do so.

     

    24. Counterparts. This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together constitute one and the same
      instrument. The execution of this Agreement may be by actual or facsimile
      signature.

     

    25. Further
      Assurances. From
      time
      to time, each of the Parties shall execute, acknowledge, and deliver any
      instruments or documents necessary to carry out the purposes of this
      Agreement.

     

    
      
         

      

      
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    26. No
      Third-Party Beneficiaries.  Nothing
      in this Agreement, express or implied, shall confer on any person, other than
      the Parties to this Agreement, any right or remedy of any nature
      whatsoever.

     

    27. Non-Disparagement
      by EMHC. EMHC agrees
      that it will not, at any time, make any statement, publicly or privately,
to
      any
      individual or entity, including, without limitation, clients, customers,
      employees, financial or credit institutions or news agencies, in any case,
      which
      could reasonably be expected to disparage, defame, libel or slander
      Morton.

     

    28. Review
      and Approval. The
      Parties hereto acknowledge that they have each had adequate and legally
      sufficient time to review and seek legal guidance concerning this Agreement.
      Morton specifically has been advised to consult with an attorney concerning
      this
      Agreement. Morton understands the rights that are waived by this Agreement,
      including rights under the Age Discrimination in Employment Act. Specifically,
      Morton acknowledges that he has twenty-one (21) days to consider this Agreement.
      If Morton chooses to execute this Agreement prior to the end of twenty-one
      (21)
      days, it is solely his choice.

     

    29. Cancellation
      upon Written Notice.
      Morton
      may revoke his signature on this Agreement and the Release within seven (7)
      days
      following his signing of this Agreement and the Release by sending notice to
      EMHC, either by certified mail, return receipt requested, or overnight delivery
      so that the notice arrives before the expiration of the seven day revocation
      period. Morton understands and agrees that if he revokes this Agreement or
      the
      Release within the seven (7) days, EMHC is not obligated to fulfill the
      obligations contained in this Agreement.

     

    30. Voluntary
      Execution and Waiver. Morton
      further represents and warrants that he freely negotiated the terms of this
      Agreement and that he enters into it and executes it and the Release
      voluntarily. Morton understands that this is a voluntary waiver of any claims
      under the laws and orders stated in the Release that relate in any way to his
      employment with, complaints about, compensation due, or separation from EMHC
      and/or RPS.

     

    This
      Separation Agreement becomes effective as of the date all Parties have executed
      below and the revocation period described in Section 29 has expired without
      Morton’s revocation.

     

    [Signatures
      are on Following Page]

     

    
      
         

      

      
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[Signature
      Page to Separation Agreement dated June 24, 2008]

    


    
      	 	 	 	
              Date:
                June 24, 2008

            
	
              Larry
                Morton

            	 	 
	 	 	 	 
	
              EQUITY
                MEDIA HOLDINGS CORPORATION

            	 
	 	 	 	 
	
              By: 

            	 	 	
              Date:
                June 24, 2008

            
	
              Name:

            	 	 
	
              Title:

            	 	 
	 	 	 	 
	
              RETRO
                PROGRAMMING SERVICES, INC.

            	 
	 	 	 	 
	
              By:

            	 	 	
              Date:
                June 24, 2008

            
	
              Name:

            	 	 
	
              Title:

            	 	 


    

     

    
      
         

      

      
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    EXHIBIT B(1)

    


    GENERAL
      RELEASE

     

    For
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the undersigned does hereby release and forever discharge the
      “Releasees”
      hereunder, consisting of Equity Media Holdings Corporation, a Delaware
      corporation (the
      “Company”),
      and
      each of its affiliates and subsidiaries, and each of their present and former
      partners, associates, affiliates, subsidiaries, successors, heirs, assigns,
      agents, directors, officers, employees, shareholders, representatives, lawyers,
      lenders, insurers, and all persons acting by, through, under or in concert
      with
      them, or any of them, of and from any and all manner of action or actions,
      cause
      or causes of action, in law or in equity, suits, debts, liens, contracts,
      agreements, promises, liability, claims, demands, damages, losses, costs,
      attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed
      or contingent (hereinafter called “Claims”),
      which
      the undersigned now has or may hereafter have against the Releasees, or any
      of
      them, by reason of any matter, cause, or thing whatsoever from the beginning
      of
      time to the date hereof. 

     

    The
      Claims released herein include, without limiting the generality of the
      foregoing, any Claims in any way arising out of, based upon, or related to
      the
      undersigned’s employment by the Releasees, or any of them, or the termination
      thereof; including, without limitation, any claim for wages, salary,
      commissions, bonuses, incentive payments, profit-sharing payments, expense
      reimbursements, leave, vacation, Separation pay or other benefits; any claim
      for
      benefits under any stock option, restricted stock or other equity-based
      incentive plan of the Releasees, or any of them (or any related agreement to
      which any Releasee is a party); any alleged breach of any express or implied
      contract of employment; any alleged torts or other alleged legal restrictions
      on
      any Releasee’s right to terminate the employment of the undersigned; and any
      alleged violation of any federal, state or local statute or ordinance including,
      without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights
      Act of 1991, the Civil Rights Act of 1866,
      the
      Consolidated Omnibus Budget Reconciliation Act of 1985,
      the Age
      Discrimination in Employment Act (including the Older Workers’ Benefit
      Protection Act), the Equal Pay Act, the Family and Medical Leave Act,
the
      Americans
      with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement
      Income Security Act, the National Labor Relations Act, the Arkansas Civil Rights
      Act,1 
      each as
      amended, and any
      and
      all claims under the laws of any state, county, municipality, or other
      governmental subdivision of the United States or any state, including but not
      limited to the State of Arkansas.
      

     

    Notwithstanding
      the foregoing, this Release shall not operate to release any Claims which the
      undersigned may have to payments or benefits under Section 3 of that certain
      Separation Agreement, dated as of June _, 2008, between the Company, Retro
      Programming Services, Inc. and the undersigned (the “Separation
      Agreement”),
      to
      which this Release is attached, or under the RTN Transfer Agreement, Option
      Agreement or Consulting Agreement or Indemnification Agreement referenced
      therein.

     

    IN
      ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE
      UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      

    

    (1) HE
      IS
      ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THE SEPARATION AGREEMENT
      AND
      THIS RELEASE;

     

    (2) HE
      HAS
      TWENTY-ONE (21) DAYS FROM HIS RECEIPT OF THE SEPARATION AGREEMENT AND THIS
      RELEASE TO CONSIDER BOTH BEFORE SIGNING THEM; AND

     

    (3) HE
      HAS
      SEVEN (7) DAYS AFTER SIGNING THE SEPARATION AGREEMENT AND THIS RELEASE TO REVOKE
      HIS SIGNATURE, AND THE SEPARATION AGREEMENT AND THIS RELEASE WILL BECOME
      EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD PROVIDED HE DOES NOT
      EXERCISE HIS RIGHT TO REVOKE.

     

    The
      undersigned represents and warrants that there has been no assignment or other
      transfer of any interest in any Claim which he may have against Releasees,
      or
      any of them, and the undersigned agrees to indemnify and hold the Releasees,
      and
      each of them, harmless from any Claims against the Releasees, or any of them,
      as
      the result of any such assignment or transfer or any rights or Claims under
      any
      such assignment or transfer.  It is the intention of the parties that this
      indemnity does not require payment as a condition precedent to recovery by
      the
      Releasees against the undersigned under this indemnity.

     

    The
      undersigned agrees that if he hereafter commences any suit arising out of,
      based
      upon, or relating to any of the Claims released hereunder or in any manner
      asserts against Releasees, or any of them, any of the Claims released hereunder,
      then the undersigned shall pay to Releasees, and each of them, in addition
      to
      any other damages caused to Releasees thereby, all attorneys’ fees incurred by
      Releasees in defending or otherwise responding to said suit or Claim, to the
      fullest extent permitted by law.

     

    The
      undersigned further understands and agrees that neither the payment of any
      sum
      of money nor the execution of the Separation Agreement or this Release shall
      constitute or be construed as an admission of any liability or wrongdoing
      whatsoever by the Releasees, or any of them, who have consistently taken the
      position that they have no liability whatsoever to the undersigned.

     

    The
      undersigned acknowledges that different or additional facts may be discovered
      in
      addition to what is now known or believed to be true by him with respect to
      the
      matters released in the Separation Agreement or this Release, and the
      undersigned agrees that the Separation Agreement and this Release shall be
      and
      remain in effect in all respects as a complete and final release of the matters
      released, notwithstanding any different or additional facts.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Release this 24th day of
      June, 2008.

    


    
      	 	
            
	
              Larry
                Morton

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    EXHIBIT B(2)

    


    GENERAL
      RELEASE

     

    For
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the undersigned on behalf of itself and its subsidiaries does
      hereby release and forever discharge the “Releasee”
      hereunder, consisting of Larry Morton, from any and all manner of action or
      actions, cause or causes of action, in law or in equity, suits, debts, liens,
      contracts, agreements, promises, liability, claims, demands, damages, losses,
      costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown,
      fixed or contingent (hereinafter called “Claims”),
      which
      the undersigned now has or may hereafter have against the Releasee by reason
      of
      any matter, cause, or thing whatsoever from the beginning of time to the date
      hereof.

     

    The
      Claims released herein include, without limiting the generality of the
      foregoing, any Claims in any way arising out of, based upon, or related to
      the
      Releasee’s employment by the undersigned or the termination, including any
      alleged torts or claims
      under the laws of any state, county, municipality, or other governmental
      subdivision of the United States or any state, including but not limited to
      the
      State of Arkansas.
      

     

    Notwithstanding
      the foregoing, this release shall not operate to release any Claims which the
      undersigned may have in connection with Releasee’s defaults, nonperformance or
      breaches under that certain Separation Agreement, dated as of June _, 2008,
      between the undersigned and Releasee (the “Separation
      Agreement”)
      or the
      RTN Transfer Agreement, Option Agreement or Consulting Agreement referenced
      therein or Section 14 of the Employment Agreement referenced
      therein.

     

    The
      undersigned represents and warrants that there has been no assignment or other
      transfer of any interest in any Claim which it may have against Releasee and
      the
      undersigned agrees to indemnify and hold the Releasee harmless from any Claims
      against the Releasee as the result of any such assignment or transfer or any
      rights or Claims under any such assignment or transfer.  It is the
      intention of the parties that this indemnity does not require payment as a
      condition precedent to recovery by the Releasee against the undersigned under
      this indemnity.

     

    The
      undersigned agrees that if it hereafter commences any suit arising out of,
      based
      upon, or relating to any of the Claims released hereunder or in any manner
      asserts against Releasee any of the Claims released hereunder, then the
      undersigned shall pay to Releasee, in addition to any other damages caused
      to
      Releasee thereby, all attorneys’ fees incurred by Releasee in defending or
      otherwise responding to said suit or Claim, to the fullest extent permitted
      by
      law.

     

    The
      undersigned further understands and agrees that neither the payment of any
      sum
      of money nor the execution of the Separation Agreement or this Release shall
      constitute or be construed as an admission of any liability or wrongdoing
      whatsoever by the Releasee.

     

    The
      undersigned acknowledges that different or additional facts may be discovered
      in
      addition to what is now known or believed to be true by it with respect to
      the
      matters released in the Separation Agreement or this Release, and the
      undersigned agrees that the Separation Agreement and this Release shall be
      and
      remain in effect in all respects as a complete and final release of the matters
      released, notwithstanding any different or additional facts.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    Notwithstanding
      anything to the contrary, in the event the release being executed by Releasee
      on
      even date herewith in favor of the undersigned and its affiliates and certain
      other persons is revoked by Releasee in any manner, this Release shall be deemed
      immediately null and void.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Release this 24th day of
      June, 2008.

     

    
      	
              EQUITY
                MEDIA HOLDINGS CORPORATION

            
	 
	
              By: 

            	 
	
              Name:

            
	
              Title:

            


    

     

    
      
         

      

      
        14