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                                                                   EXHIBIT 10.19


                                 PROMISSORY NOTE



$7,125,000                                                   _________ ___, 2002

                  FOR VALUE RECEIVED, the undersigned, LIN TV Corp. ("Maker"),
whose address is One Richmond Square, Suite 200, Providence, Rhode Island 02906,
hereby unconditionally promises to pay to the order of Hicks, Muse & Co.
Partners, L.P. ("Lender"), at Lender's office at 200 Crescent Court, Suite 1600,
Dallas, Texas 75201, the sum of Seven Million, One Hundred Twenty-Five Thousand
and No/100 Dollars ($7,125,000.00), as such amount may be adjusted from time to
time as set forth herein, in legal and lawful money of the United States of
America, together with interest on the unpaid balance from time to time
remaining unpaid prior to maturity at the lesser of (a) the Highest Lawful Rate
(hereinafter defined), or (b) a rate of ten percent (10.0%) per annum. Interest
shall be computed on the basis of a 360 day year and for the actual number of
days elapsed (including the first day but excluding the last day).

                  The entire principal balance of this Note, together with all
accrued and unpaid interest thereon, shall be due and payable on ______________,
2003, the maturity date of this Note; provided, however, that in the event of
the consummation of the merger of Maker and Sunrise Television Corp. (the
"Merger") and the sale (the "North Dakota Sale") of the North Dakota stations of
STC Broadcasting, Inc. ("STC"), Maker will assign, and Lender will accept, the
consideration received by STC in the North Dakota Sale in excess of $28,875,000,
regardless of whether such excess consideration consists of a promissory note or
cash (collectively, the "Excess Consideration"), if any, to Lender (and the
aggregate principal balance of this Note shall be adjusted to an amount equal to
the amount of such Excess Consideration, including, by way of illustration and
not of limitation, to zero) and such adjusted amount shall be deemed to
constitute full satisfaction of this Note; and provided further that in the
event of the termination of either the Merger or the North Dakota Sale, Maker
may issue a stock purchase warrant, in full satisfaction of this Note, to Lender
in substantially the form attached hereto as Exhibit A, which grants Lender a
warrant exercisable for the number of shares (rounded to the nearest whole
share) of its Class B Common Stock, as is determined by dividing $7,125,000 by
the Fair Market Value (as defined below) of a share of Maker's Class A Common
Stock. For purposes hereof, "Fair Market Value" shall mean the public offering
price per share of Maker's Class A Common Stock in its initial public offering,
less underwriting discounts and commissions and $.01.

                  If payment of this Note is not made when due, the entire
indebtedness hereunder, at the option of Lender, shall immediately become due
and payable, and Lender shall be entitled to pursue any or all remedies to which
Lender is entitled hereunder, or at law or in equity.

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                  It is the intent of the Lender and the Maker to conform to and
contract in strict compliance with applicable usury law from time to time in
effect. All agreements between the Lender or any other holder hereof and the
Maker (or any other party liable with respect to any indebtedness under this
Note) are hereby limited by the provisions of this paragraph which shall
override and control all such agreements, whether now existing or hereafter
arising and whether written or oral. In no way, nor in any event or contingency
(including but not limited to prepayment, default, demand for payment, or
acceleration of the maturity of any obligation), shall the interest taken,
reserved, contracted for, charged or received under this Note or otherwise,
exceed the maximum nonusurious amount permissible under applicable law. If, from
any possible construction of any document, interest would otherwise be payable
in excess of the maximum nonusurious amount, any such construction shall be
subject to the provisions of this paragraph and such document shall be
automatically reformed and the interest payable shall be automatically reduced
to the maximum nonusurious amount permitted under applicable law, without the
necessity of execution of any amendment or new document. If the Lender shall
ever receive anything of value which is characterized as interest under
applicable law and which would apart from this provision be in excess of the
maximum lawful nonusurious amount, an amount equal to the amount which would
have been excessive interest shall, without penalty, be applied to the reduction
of the principal amount owing on the indebtedness evidenced hereby in the
inverse order of its maturity and not to the payment of interest, or refunded to
the Maker or the other payor thereof if and to the extent such amount which
would have been excessive exceeds such unpaid principal. The right to accelerate
maturity of the Note and the indebtedness owing hereunder does not include the
right to accelerate any interest which has not otherwise accrued on the date of
such acceleration, and the holder hereof does not intend to charge or receive
any unearned interest in the event of acceleration. All interest paid or agreed
to be paid to the holder hereof shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full stated
term (including any renewal or extension) of such indebtedness so that the
amount of interest on account of such indebtedness does not exceed the maximum
nonusurious amount permitted by applicable law. As used in this paragraph, the
term "applicable law" shall mean such laws as they now exist or may be changed
or amended or come into effect in the future.

                  This Note may be prepaid, in whole or in part, without
penalty. This Note may not be changed, amended or modified except in a writing
expressly intended for such purpose and executed by the party against whom
enforcement of the change, amendment or modification is sought. The loan
evidenced by this Note is made solely for business purposes and is not for
personal, family, household or agricultural purposes.

                  THIS NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO
BE PERFORMED, IN THE STATE OF TEXAS. EXCEPT TO THE EXTENT THAT THE LAWS OF THE
UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE
OF TEXAS SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND


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INTERPRETATION OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR
ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE PARTIES IRREVOCABLY
AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT
JURISDICTION IN DALLAS, TEXAS.

                  Service of any notice by Maker to Lender or by Lender to
Maker, shall be mailed, postage prepaid by certified United States mail, return
receipt requested, at the address for such party set forth in this Note, or at
such subsequent address provided to the other party hereto in the manner set
forth in this paragraph for all notices. Any such notice shall be deemed given
three (3) days after deposit thereof in an official depository under the care
and custody of the United States Postal Service.

                  Should the indebtedness represented by this Note or any part
thereof be collected at law or in equity or through any bankruptcy,
receivership, probate or other court proceedings or if this Note is placed in
the hands of attorneys for collection after default, the undersigned and all
endorsers, guarantors and sureties of this Note jointly and severally agree to
pay to the holder of this Note, in addition to the principal and interest due
and payable hereon, reasonable attorneys' and collection fees.

                  The undersigned and all endorsers, guarantors and sureties of
this Note and all other persons liable or to become liable on this Note
severally waive presentment for payment, demand, notice of demand and of
dishonor and nonpayment of this Note, notice of intention to accelerate the
maturity of this Note, notice of acceleration, protest and notice of protest,
diligence in collecting, and the bringing of suit against any other party, and
agree to all renewals, extensions, modifications, partial payments, releases or
substitutions of security, in whole or in part, with or without notice, before
or after maturity.

                  The undersigned hereby expressly and unconditionally waives,
in connection with any suit, action or proceeding brought by the payee on this
Note, any and every right it may have to (i) injunctive relief, (ii) a trial by
jury, (iii) interpose any counterclaim therein and (iv) have the same
consolidated with any other or separate suit, action or proceeding. Nothing
herein contained shall prevent or prohibit the undersigned from instituting or
maintaining a separate action against payee with respect to any asserted claim.

                  THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.

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                  EXECUTED AND AGREED as of the dated first above written.



                                        LIN TV CORP.

                                        By:
                                                 ------------------------------
                                        Name:
                                                 ------------------------------
                                        Title:
                                                 ------------------------------



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