MASTER EQUIPMENT LEASE AGREEMENT No. 34151


LESSOR: FLEET CAPITAL CORPORATION       LESSEE:Allbritton Communications Company
        a Rhode Island corporation             a DELAWARE CORPORATION

Address:50 Kennedy Plaza                      Address:800 17TH STREET, N.W.
        Providence, Rhode Island 02903-2305           SUITE 300
                                                      WASHINGTON, DC  20006-0000

1.  LEASE OF EQUIPMENT
    Subject to the terms and  conditions  set forth herein (the "Master  Lease")
and in any Lease Schedule  incorporating the terms of this Master Lease (each, a
"Lease Schedule"),  Lessor agrees to lease to Lessee, and Lessee agrees to lease
from  Lessor,  the items and units of personal  property  described in each such
Lease Schedule,  together with all replacements,  parts, additions,  accessories
and substitutions  therefor  (collectively,  the  "Equipment").  As used in this
Lease, the term "Item of Equipment" shall mean each functionally  integrated and
separately  marketable  group or unit of Equipment  subject to this Lease.  Each
Lease Schedule shall  constitute a separate,  distinct and independent  lease of
Equipment and contractual obligation of Lessee. References to "the Lease," "this
Lease"  or "any  Lease"  shall  mean  and  refer  to any  Lease  Schedule  which
incorporates  the  terms of this  Master  Lease,  together  with  all  exhibits,
addenda,  schedules,  certificates,  riders and other  documents and instruments
executed and  delivered in  connection  with such Lease  Schedule or this Master
Lease,  all as the  same may be  amended  or  modified  from  time to time.  The
Equipment is to be delivered and installed at the location specified or referred
to in the applicable Lease Schedule.  The Equipment shall be deemed to have been
accepted by Lessee for all purposes under this Lease upon Lessor's receipt of an
Acceptance Certificate with respect to such Equipment,  executed by Lessee after
receipt  of all other  documentation  required  by Lessor  with  respect to such
Equipment. Lessor shall not be liable or responsible for any failure or delay in
the delivery of the  Equipment to Lessee for  whatever  reason.  As used in this
Lease,  "Acquisition  Cost" shall mean (a) with respect to all Equipment subject
to a Lease Schedule,  the amount set forth as the Acquisition  Cost in the Lease
Schedule and the Acceptance  Certificate  applicable to such Equipment;  and (b)
with respect to any item of Equipment,  the total amount of all vendor or seller
invoices  (including  Lessee  invoices,  if any)  for  such  item of  Equipment,
together with all acquisition fees and costs of delivery, installation,  testing
and related services, accessories,  supplies or attachments procured or financed
by Lessor from vendors or suppliers thereof (including items provided by Lessee)
relating or allocable to such item of Equipment ("Related Expenses"). As used in
this Lease with respect to any Equipment,  the terms "Acceptance  Date," "Rental
Payment(s)," "Rental Payment Date(s)," "Rental Payment Numbers," "Rental Payment
Commencement  Date," "Lease Term" and "Lease Term Commencement  Date" shall have
the  meanings  and  values  assigned  to  them  in the  Lease  Schedule  and the
Acceptance Certificate applicable to such Equipment.

2.  TERM AND RENT
    The Lease Term for any  Equipment  shall be as specified  in the  applicable
Lease  Schedule.  Rental  Payments  shall be in the amounts and shall be due and
payable  as set  forth  in the  applicable  Lease  Schedule.  Lessee  shall,  in
addition,  pay  interim  rent to Lessor on a pro-rata,  per-diem  basis from the
Acceptance Date to the Lease Term  Commencement Date set forth in the applicable
Acceptance  Certificate,  payable on such Lease Term  Commencement  Date. If any
rent or other amount payable  hereunder  shall not be paid within 10 days of the
date when due, Lessee shall pay as an  administrative  and late charge an amount
equal to 5% of the amount of any such overdue payment. In addition, Lessee shall
pay overdue  interest on any  delinquent  payment or other amounts due under the
Lease (by reason of  acceleration  or otherwise) from 30 days after the due date
until paid at the rate of 1 1/2% per month or the maximum  amount  permitted  by
applicable law,  whichever is lower.  All payments to be made to Lessor shall be
made to Lessor in immediately  available  funds at the address shown above or at
such other place, as Lessor shall specify in writing.  THIS IS A NON-CANCELABLE,
NON-TERMINABLE  LEASE OF EQUIPMENT  FOR THE ENTIRE  LEASE TERM  PROVIDED IN EACH
LEASE SCHEDULE HERETO.

3.  POSSESSION; PERSONAL PROPERTY
    No right, title or interest in the Equipment shall pass to Lessee other than
the right to maintain  possession  and use of the  Equipment  for the Lease Term
(provided no Event of Default has occurred) free from interference by any person
claiming by,  through,  or under  Lessor.  The  Equipment  shall  always  remain
personal  property even though the Equipment  may hereafter  become  attached or
affixed to real  property.  Lessee agrees to give and record such notices and to
take such other  action at its own  expense as may be  necessary  to prevent any
third party  (other than an assignee  of Lessor)  from  acquiring  or having the
right under any  circumstances  to acquire any interest in the Equipment or this
Lease.

4.  DISCLAIMER OF WARRANTIES
    LESSOR IS NOT THE  MANUFACTURER OR SUPPLIER OF THE EQUIPMENT,  NOR THE AGENT
THEREOF, AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO ANY
MATTER  WHATSOEVER,  INCLUDING WITHOUT  LIMITATION,  THE  MERCHANTABILITY OF THE
EQUIPMENT,  ITS FITNESS FOR A PARTICULAR PURPOSE,  ITS DESIGN OR CONDITION,  ITS
CAPACITY OR  DURABILITY,  THE  QUALITY OF THE  MATERIAL  OR  WORKMANSHIP  IN THE
MANUFACTURE OR ASSEMBLY OF THE EQUIPMENT,  OR THE CONFORMITY OF THE EQUIPMENT TO
THE PROVISIONS AND  SPECIFICATIONS  OF ANY PURCHASE ORDER RELATING  THERETO,  OR
PATENT INFRINGEMENTS,  AND LESSOR HEREBY DISCLAIMS ANY SUCH WARRANTY.  LESSOR IS
NOT RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT,  DEFECTS THEREIN OR
FAILURES IN THE OPERATION THEREOF. Lessee has made the selection of each item of
Equipment and the manufacturer and/or supplier thereof based on its own judgment
and expressly disclaims any reliance upon any statements or representations made
by Lessor. For so long as no Event of Default (or event or condition which, with
the passage of time or giving of notice,  or both, would become such an Event of
Default) has occurred and is continuing, Lessee shall be the beneficiary of, and
shall be entitled to, all rights under any applicable manufacturer's or vendor's
warranties with respect to the Equipment, to the extent permitted by law.

    If the  Equipment  is not  delivered,  is not properly  installed,  does not
operate as warranted,  becomes  obsolete,  or is  unsatisfactory  for any reason
whatsoever,  Lessee shall make all claims on account  thereof solely against the
manufacturer or supplier and not against Lessor,  and Lessee shall  nevertheless
pay all rentals  and other sums  payable  hereunder.  Lessee  acknowledges  that
neither  the   manufacturer  or  supplier  of  the  Equipment,   nor  any  sales
representative  or agent  thereof,  is an agent of Lessor,  and no  agreement or
representation  as to the  Equipment  or any  other  matter  by any  such  sales
representative  or agent of the manufacturer or supplier shall in any way affect
Lessee's obligations hereunder.

5.  REPRESENTATIONS, WARRANTIES AND COVENANTS
    Lessee represents and warrants to and covenants with Lessor that:

    (a) Lessee has the form of business organization indicated above and is duly
organized  and existing in good  standing  under the laws of the state listed in
the caption of this Master Lease and is duly  qualified to do business  wherever
necessary  to  carry  on its  present  business  and  operations  and to own its
property; (b) this Lease has been duly authorized by all necessary action on the
part of Lessee  consistent with its form of  organization,  does not require any
further  shareholder or partner  approval,  does not require the approval of, or
the  giving  notice  to,  any  federal,  state,  local or  foreign  governmental
authority and does not  contravene  any law binding on Lessee or contravene  any
certificate or articles of incorporation  or by-laws or partnership  certificate
or agreement,  or any agreement,  indenture, or other instrument to which Lessee
is a party or by which it may be bound;  (c) this  Lease has been duly  executed
and  delivered by  authorized  officers or partners of Lessee and  constitutes a
legal, valid and binding obligation of Lessee enforceable in accordance with its
terms; (d) Lessee has not and will not, directly or

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indirectly,  create, incur or permit to exist any lien,  encumbrance,  mortgage,
pledge,  attachment or security  interest on or with respect to the Equipment or
this Lease (except those of persons  claiming by, through or under Lessor);  (e)
the Equipment  will be used solely in the conduct of Lessee's  business and will
remain in the location  shown on the  applicable  Lease  Schedule  unless Lessor
otherwise agrees in writing and Lessee has completed all notifications, filings,
recordings  and other  actions in such new  location  as Lessor  may  reasonably
request to protect Lessor's interest in the Equipment;  (f) there are no pending
or threatened actions or proceedings  before any court or administrative  agency
which materially  adversely affect Lessee's  financial  condition or operations,
and all  credit,  financial  and  other  information  provided  by  Lessee or at
Lessee's  direction is, and all such  information  hereafter  furnished will be,
true,  correct and  complete in all  material  respects;  and (g) Lessor has not
selected,  manufactured or supplied the Equipment to Lessee and has acquired any
Equipment  subject  hereto solely in  connection  with this Lease and Lessee has
received and approved the terms of any purchase  order or agreement with respect
to the Equipment.

6.  INDEMNITY
    Lessee assumes the risk of liability for, and hereby agrees to indemnify and
hold safe and harmless, and covenants to defend, Lessor, its employees, servants
and agents  from and  against:  (a) any and all  liabilities,  losses,  damages,
claims and expenses  (including legal expenses of every kind and nature) arising
out of the  manufacture,  purchase,  shipment and  delivery of the  Equipment to
Lessee,  acceptance or rejection,  ownership,  titling,  registration,  leasing,
possession,  operation,  use,  return  or other  disposition  of the  Equipment,
including,  without  limitation,  any liabilities  that may arise from patent or
latent defects in the Equipment  (whether or not  discoverable  by Lessee),  any
claims  based on absolute  tort  liability  or warranty  and any claims based on
patent,  trademark or copyright infringement;  (b) any and all loss or damage of
or to the Equipment;  and (c) any obligation or liability to the manufacturer or
any supplier of the  Equipment  arising  under any purchase  orders issued by or
assigned to Lessor.

7.  TAXES AND OTHER CHARGES
    Lessee agrees to comply with all laws,  regulations and governmental  orders
related to this Lease and to the Equipment and its use or possession, and to pay
when due, and to defend and indemnify  Lessor against  liability for all license
fees, assessments,  and sales, use, property,  excise, privilege and other taxes
(including  any related  interest or  penalties) or other charges or fees now or
hereafter imposed by any governmental body or agency upon any Equipment, or with
respect to the manufacturing, ordering, shipment, purchase, ownership, delivery,
installation,  leasing, operation, possession, use, return, or other disposition
thereof or the rentals  hereunder (other than taxes on or measured solely by the
net income of Lessor).  Any fees,  taxes or other lawful  charges paid by Lessor
upon failure of Lessee to make such  payments  shall at Lessor's  option  become
immediately due from Lessee to Lessor.

    If any Lease Schedule is denominated as a "True Lease  Schedule," then, with
respect to the  Equipment set forth on such True Lease  Schedule,  Lessee hereby
covenants and agrees that Lessor shall be entitled to the following tax benefits
(the "Tax Benefits"),  Lessor will be entitled to cost recovery deductions under
Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using
a 200% declining  balance method of depreciation  switching to the straight line
method for the first  taxable  year for which  such  method  will  yield  larger
depreciation  deductions,  and assuming a half-year  convention and zero salvage
value, for the applicable recovery period for such Equipment as set forth in the
True Lease Schedule with respect to such Equipment.  Lessee further acknowledges
and  agrees  that  Lessor  has  entered  into such True  Lease  Schedule  on the
assumption that Lessor will be taxed throughout the Lease Term of the True Lease
Schedule at Lessor's  federal  corporate income tax rate existing on the date of
such Lease  Schedule  (the "Assumed Tax Rate").  If, for any reason  whatsoever,
there shall be a loss,  disallowance,  recapture or delay in claiming all or any
portion of the Tax  Benefits  with respect to the  Equipment,  or there shall be
included  in  Lessor's  gross  income  for  Federal,  state or local  income tax
purposes any amount on account of any addition,  modification  or improvement to
or in respect of any of the  Equipment  made or paid for by Lessee,  or if there
shall be a change in the  Assumed Tax Rate (any loss,  disallowance,  recapture,
delay,  inclusion or change being herein called a "Tax Loss"),  then thirty (30)
days  after  written  notice to Lessee by Lessor  that a Tax Loss has  occurred,
Lessee shall pay Lessor a lump sum amount  which,  after  deduction of all taxes
required to be paid by Lessor with respect to the receipt of such  amount,  will
provide Lessor with an amount necessary to maintain Lessor's  after-tax economic
yield and overall net after-tax cash flows at least at the same level that would
have  been  available  if such  Tax Loss had not  occurred,  plus any  interest,
penalties or additions to tax which may be imposed in  connection  with such Tax
Loss. In lieu of paying such Tax Loss in a lump sum, Lessor may require, or upon
Lessee's  request,  may agree, in Lessor's sole  discretion,  that such Tax Loss
shall be paid in equal  periodic  payments over the applicable  remaining  Lease
Term with  respect to such  Equipment  with each Rental  Payment due and payable
with respect to such Equipment.  A Tax Loss shall conclusively be deemed to have
occurred if either (a) a  deficiency  shall have been  proposed by the  Internal
Revenue  Service  or other  taxing  authority  having  jurisdiction,  or (b) tax
counsel  for Lessor has  rendered an opinion to Lessor that such Tax Loss has so
occurred.  The foregoing indemnities and covenants set forth in Sections 6 and 7
of this Master Lease shall  continue in full force and effect and shall  survive
the expiration or earlier termination of the Lease.

8.  DEFAULT

    Lessee shall be in default of this Lease upon the  occurrence  of any one or
more of the following events (each an "Event of Default"):

    (a) Lessee shall fail to make any payment,  of rent or otherwise,  under any
Lease within 10 days of the date when due; or (b) Lessee shall fail to obtain or
maintain any of the insurance required under any Lease; or (c) Lessee shall fail
to perform or observe any covenant,  condition or agreement under any Lease, and
such failure continued for 10 days after notice thereof to Lessee; or (d) Lessee
shall default in the payment or performance of any indebtedness or obligation to
Lessor or any affiliated person,  firm or entity  controlling,  controlled by or
under common  control with Lessor,  under any loan,  note,  security  agreement,
lease,  guaranty,  title  retention or conditional  sales agreement or any other
instrument or agreement  evidencing such  indebtedness with Lessor or such other
affiliated   person,   firm  or  entity  affiliated  with  Lessor;  or  (e)  any
representation  or  warranty  made  by  Lessee  herein  or in  any  certificate,
agreement,  statement  or document  hereto or  hereafter  furnished to Lessor in
connection  herewith,  including without limitation,  any financial  information
disclosed  to  Lessor,  shall  prove to be false or  incorrect  in any  material
respect;  or (f) death or judicial  declaration of incompetence of Lessee, if an
individual;  the  commencement  of  any  bankruptcy,  insolvency,   arrangement,
reorganization,  receivership,  liquidation  or other  similar  proceeding by or
against Lessee or any of its properties or businesses,  or the  appointment of a
trustee,  receiver,  liquidator or custodian for Lessee or any of its properties
of business,  or if Lessee  suffers the entry of an order for relief under Title
11 of the United States Code; or the making by Lessee of a general assignment or
deed of trust for the benefit of  creditors,  or (g) Lessee shall default in any
payment or other  obligation to any third party and any applicable grace or cure
period with respect  thereto has  expired;  or (h) Lessee  shall  terminate  its
existence by merger,  consolidation,  sale of substantially all of its assets or
otherwise;  or (i) if Lessee is a privately  held  entity,  and more than 50% of
Lessee's  voting  capital  stock  or other  equivalent  ownership  interest,  or
effective  control of such stock or interest in Lessee,  issued and  outstanding
from time to time,  is not  retained by the holders of such stock or interest on
the date of this Lease; or (j) if Lessee is a publicly held  corporation,  there
shall be a change in the  ownership  of  Lessee's  stock such that  Lessee is no
longer subject to the reporting  requirements of the Securities  Exchange Act of
1934, or no longer has a class of equity securities  registered under Section 12
of the  Securities  Act of 1933;  or (k)  Lessor  shall  determine,  in its sole
discretion and in good faith,  that there has been a material  adverse change in
the  financial  condition  of the Lessee  since the date of this Lease,  or that
Lessee's  ability to make any payment  hereunder  promptly when due or otherwise
comply with the terms of this Lease or any other  agreement  between  Lessor and
Lessee is impaired;  or (l) any event or condition set forth in subsections  (b)
through (k) of this Section 8 shall occur with respect to any guarantor or other
person  responsible,  in whole or in part,  for payment or  performance  of this
Lease;  or (m) any event or condition set forth in  subsections  (d) through (j)
shall occur with respect to any affiliated person,  firm or entity  controlling,
controlled by or under common control with Lessee.  Lessee shall promptly notify
Lessor of the  occurrence of any Event of Default or the occurrence or existence
of any event or condition, which, upon the giving of notice of lapse of time, or
both, may become an Event of Default.

9.  REMEDIES; MANDATORY PREPAYMENT.
    Upon the occurrence of any Event of Default,  Lessor may, at its sole option
and discretion,  exercise one or more of the following  remedies with respect to
any or all of the Equipment:  (a) cause Lessee to promptly  return,  at Lessee's
expense,  any or all  Equipment  to such  location  as Lessor may  designate  in
accordance with the terms of Section 18 of this Master Lease, or Lessor,  at its
option,  may enter upon the  premises  where the  Equipment  is located and take
immediate possession of and remove the same by summary proceedings or otherwise,
all without  liability  to Lessor for or by reason of damage to property or such
entry or taking  possession  except for  Lessor's  gross  negligence  or willful
misconduct; (b) sell any or all Equipment at public or private sale or otherwise
dispose of, hold, use, operate, lease to others or keep idle the Equipment,  all
as Lessor in its sole

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discretion  may  determine  and all free and clear of any rights of Lessee;  (c)
remedy such default, including making repairs or modifications to the Equipment,
for the account and expense of Lessee, and Lessee agrees to reimburse Lessor for
all of Lessor's costs and expenses;  (d) by written notice to Lessee,  terminate
the Lease with respect to any or all Lease  Schedules and the Equipment  subject
thereto,  as such notice shall  specify,  and,  with respect to such  terminated
Lease Schedules and Equipment,  declare  immediately due and payable and recover
from Lessee,  as  liquidated  damages for loss of Lessor's  bargain and not as a
penalty, an amount equal to the Stipulated Loss Value, calculated as of the next
following Rental Payment Date; (e) apply any deposit or other cash collateral or
sale or remarketing  proceeds of the Equipment at any time to reduce any amounts
due to Lessor, and (f) exercise any other right or remedy which may be available
to Lessor  under  applicable  law,  or proceed by  appropriate  court  action to
enforce the terms hereof or to recover damages for the breach hereof,  including
reasonable  attorneys'  fees and court  costs.  Notice of Lessor's  intention to
accelerate, notice of acceleration, notice of nonpayment,  presentment, protest,
notice of dishonor,  or any other notice  whatsoever are hereby waived by Lessee
and any  endorser,  guarantor,  surety or other party liable in any capacity for
any of the  Lessee's  obligations  under or in respect  of the Lease.  No remedy
referred to in this Section 9 shall be  exclusive,  but each shall be cumulative
and in addition to any other remedy referred to above or otherwise  available to
Lessor at law or in equity.

    The exercise or pursuit by Lessor of any one or more of such remedies  shall
not preclude the  simultaneous  or later exercise or pursuit by Lessor of any or
all such other remedies, and all remedies hereunder shall survive termination of
this Lease. At any sale of the Equipment  pursuant to this Section 9, Lessor may
bid for the Equipment. Notice required, if any, of any sale or other disposition
hereunder  by Lessor  shall be satisfied by the mailing of such notice to Lessee
at least  seven (7) days prior to such sale or other  disposition.  In the event
Lessor takes possession and disposes of the Equipment,  the proceeds of any such
disposition  shall be applied in the  following  order:  (1) to all of  Lessor's
costs, charges and expenses incurred in taking, removing, holding, repairing and
selling or leasing  the  Equipment;  (2) to the  extent not  previously  paid by
Lessee,  to pay Lessor for any damages then remaining unpaid  hereunder;  (3) to
reimburse  Lessee for any sums previously  paid by Lessee as damages  hereunder;
and (4) the balance,  if any, shall be retained by Lessor.  A termination  shall
occur  only  upon  written  notice  by  Lessor  and only  with  respect  to such
Equipment,  as Lessor  shall  specify  in such  notice.  Termination  under this
Section  9 shall  not  affect  Lessee's  duty to  perform  Lessee's  obligations
hereunder to Lessor in full. Lessee agrees to reimburse Lessor on demand for any
and all costs and  expenses  incurred  by Lessor in  enforcing  its  rights  and
remedies hereunder  following the occurrence of an Event of Default,  including,
without limitation,  reasonable  attorney's fees, and the costs of repossession,
storage, insuring, reletting, selling and disposing of any and all Equipment.

    The term "Stipulated Loss Value" with respect to any item of Equipment shall
mean the Stipulated  Loss Value as set forth in any Schedule of Stipulated  Loss
Values attached to and made a part of the applicable Lease Schedule. If there is
no such Schedule of Stipulated Loss Values,  then the Stipulated Loss Value with
respect to any item of  Equipment  on any Rental  Payment  Date during the Lease
Term shall be an amount  equal to the sum of: (a) all Rental  Payments and other
amounts then due and owing to Lessor under the Lease,  together with all accrued
interest and late charges thereon  calculated  through and including the date of
payment;  plus (b) the net  present  value  of:  (i) all  Rental  Payments  then
remaining  unpaid  for the  Lease  Term,  plus (ii) the  amount of any  purchase
obligation  with  respect  to such  item of  Equipment  or,  if there is no such
obligation,  then the fair market  value of such item of Equipment at the end of
the Lease Term, as estimated by Lessor in its sole  discretion  (accounting  for
the amount of any unpaid  Related  Expenses for such item of Equipment and, with
respect to any such item of Equipment  that has been attached to or installed on
or in any  other  property  leased  or  owned by  Lessee,  such  value  shall be
determined on an installed  basis,  in place and in use),  all discounted to net
present value at a discount rate equal to the 1-year Treasury  Constant Maturity
rate as published in the Selected  Interest  Rates table of the Federal  Reserve
statistical  release  H.15(519)  for the week  ending  immediately  prior to the
original Acceptance Date for such Equipment.

    Lessee is or may become  indebted under or in respect of one or more leases,
loans, notes, credit agreements,  reimbursement agreements, security agreements,
title retention or conditional sales agreements, or other documents, instruments
or agreements,  whether now existing or hereafter arising,  evidencing  Lessee's
obligations for the payment of borrowed money or other financial  accommodations
("Obligations")  owing to FCC, or to one or more  affiliated  persons,  firms or
entities  controlling,  controlled  by  or  under  common  control  with  Lessor
("Affiliates").  If  Lessee  pays or  prepays  all or  substantially  all of its
Obligations owing to any Affiliate, whether or not such payment or prepayment is
voluntarily  or  involuntarily  made by Lessee  before or after any  default  or
acceleration of such Obligations,  then Lessee shall pay, at Lessor's option and
immediately  upon notice from  Lessor,  all or any part of Lessee's  Obligations
owing to Lessor,  including  but not limited to Lessee's  payment of  Stipulated
Loss  Value for all or any Lease  Schedules  as set  forth in such  notice  from
Lessor.

10. ADDITIONAL SECURITY
    For so long as any obligations of Lessee shall remain  outstanding under any
Lease,  Lessee  hereby  grants to Lessor a security  interest in all of Lessee's
rights in and to  Equipment  subject to such Lease from time to time,  to secure
the  prompt  payment  and  performance  when due (by reason of  acceleration  or
otherwise) of each and every indebtedness, obligation or liability of Lessee, or
any  affiliated  person,  firm, or entity  controlling,  controlled by, or under
common control with Lessee,  owing to Lessor,  whether now existing or hereafter
arising,  including  but not  limited  to all of such  obligations  under  or in
respect of any Lease.  The extent to which  Lessor  shall have a purchase  money
security  interest  in any item of  Equipment  under a Lease  which is deemed to
create a security  interest  under Section  1-201(37) of the Uniform  Commercial
Code shall be  determined  by  reference  to the  Acquisition  Cost of such item
financed by Lessor.  In order to more fully  secure its rental  payments and all
other obligations to Lessor hereunder, Lessee hereby grants to Lessor a security
interest  in any  deposit of Lessee to Lessor  under  Section  3(d) of any Lease
Schedule  hereto.  Such  security  deposit  shall  not  bear  interest,  may  be
commingled  with other  funds of Lessor  and shall be  immediately  restored  by
Lessee if applied  under  Section 9. Upon  expiration  of the Lease Term of this
Lease and  satisfaction  of all of Lessee's  obligations,  the security  deposit
shall be returned to Lessee.  The term "Lessor" as used in this Section 10 shall
include any  affiliated  person,  firm or entity  controlling,  controlled by or
under common control with Lessor.

11. NOTICES
    Any notices or demands  required or  permitted  to be given under this Lease
shall be given in writing and by regular  mail and shall become  effective  when
deposited  in the  United  States  mail with  postage  prepaid  to Lessor to the
attention of Customer Accounts, and to Lessee at the address set forth above, or
to such other  address as the party to receive  notice  hereafter  designates by
such written notice.

12. USE; MAINTENANCE; INSPECTION; LOSS AND DAMAGE
    During  the Lease  Term for each item of  Equipment,  Lessee  shall,  unless
Lessor shall otherwise consent in writing:  (a) permit each item of Equipment to
be used only within the continental United States by qualified  personnel solely
for business  purposes  and the purpose for which it was designed and shall,  at
its sole expense,  service, repair, overhaul and maintain each item of Equipment
in the same condition as when received, ordinary wear and tear excepted, in good
operating  order,  consistent with prudent  industry  practice (but, in no event
less than the same extent to which Lessee  maintains other similar  equipment in
the prudent  management of its assets and properties) and in compliance with all
applicable  laws,  ordinances,  regulations,  and  conditions  of all  insurance
policies  required to be  maintained  by Lessee under the Lease and all manuals,
orders,  recommendations,  instructions and other written requirements as to the
repair  and  maintenance  of such  item of  Equipment  issued at any time by the
vendor and/or manufacturer thereof; (b) maintain  conspicuously on any Equipment
such labels,  plates, decals or other markings as Lessor may reasonably require,
stating  that  Lessor is owner of such  Equipment;  (c)  furnish to Lessor  such
information  concerning  the  condition,  location,  use  and  operation  of the
Equipment as Lessor may request;  (d) permit any person  designated by Lessor to
visit and  inspect  any  Equipment  and any  records  maintained  in  connection
therewith,  provided,  however,  that the  failure  of  Lessor  to  inspect  the
Equipment or to inform Lessee of any  noncompliance  shall not relieve Lessee of
any of its obligations hereunder;  (e) if any Equipment does not comply with the
requirements of this Lease,  Lessee shall, within 30 days of written notice from
Lessor,  bring such Equipment into  compliance;  (f) not use any Equipment,  nor
allow the same to be used, for any unlawful purpose,  nor in connection with any
property or material that would  subject the Lessor to any  liability  under any
state or federal statute or regulation pertaining to the production,  transport,
storage, disposal or discharge of hazardous or toxic waste or materials; and (g)
make no additions,  alterations,  modifications  or improvements  (collectively,
"Improvements")  to any item of Equipment that are not readily removable without
causing material damage to such item of Equipment or which will cause the value,
utility or useful life of such item of Equipment to materially  decline.  If any
such  Improvement is made and cannot be removed without causing  material damage
or decline in value,  utility or useful  life (a  "Non-Severable  Improvement"),
then Lessee  warrants  that such  Non-Severable  Improvement  shall  immediately
become Lessor's property upon

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being  installed and shall be free and clear of all liens and  encumbrances  and
shall become Equipment  subject to all of the terms and conditions of the Lease.
All such Improvements that are not Non-Severable  Improvements  shall be removed
by  Lessee  prior to the  return  of the  item of  Equipment  hereunder  or such
Improvements  shall also become the sole and absolute property of Lessor without
any further payment by Lessor to Lessee and shall be free and clear of all liens
and  encumbrances  whatsoever.  Lessee  shall  repair  all damage to any item of
Equipment caused by the removal of any Improvement so as to restore such item of
Equipment to the same condition which existed prior to its  installation  and as
required by this Lease.

    Lessee hereby assumes all risk of loss,  damage or destruction  for whatever
reason to the Equipment  from and after the earlier of the date (i) on which the
Equipment  is ordered or (ii) Lessor pays the purchase  price of the  Equipment,
and continuing until the Equipment has been returned to, and accepted by, Lessor
in the condition  required by Section 18 hereof upon the expiration of the Lease
Term. If during the Lease Term all or any portion of an item of Equipment  shall
become lost, stolen,  destroyed,  damaged beyond repair or rendered  permanently
unfit for use for any reason, or in the event of any condemnation, confiscation,
theft or seizure or  requisition  of title to or use of such item,  Lessee shall
immediately  pay to Lessor an amount equal to the Stipulated  Loss Value of such
item of Equipment, as of the next following Rental Payment Date.

13. INSURANCE
    Lessee shall  procure and  maintain  insurance in such amounts and upon such
terms and with such  companies  as Lessor may  approve,  during the entire Lease
Term and until the  Equipment  has been  returned to, and accepted by, Lessor in
the condition required by Section 18 hereof, at Lessee's expense,  provided that
in no event  shall  such  insurance  be less than the  following  coverages  and
amounts: (a) Worker's  Compensation and Employer's  Liability Insurance,  in the
full statutory  amounts  provided by law; (b)  Comprehensive  General  Liability
Insurance  including  product/completed  operations  and  contractual  liability
coverage, with minimum limits of $1,000,000 each occurrence, and Combined Single
Limit Body Injury and Property Damage,  $1,000,000 aggregate,  where applicable;
and (c) All Risk Physical Damage Insurance,  including  earthquake and flood, on
each item of Equipment, in an amount not less than the greater of the Stipulated
Loss Value of the Equipment or (if available) its full replacement value. Lessor
will be included as an  additional  insured and loss payee as its  interest  may
appear. Such policies shall be endorsed to provide that the coverage afforded to
Lessor shall not be rescinded,  impaired or invalidated by any act or neglect of
Lessee. Lessee agrees to waive Lessee's right and its insurance carrier's rights
of subrogation against Lessor for any and all loss or damage.

    In  addition to the  foregoing  minimum  insurance  coverage,  Lessee  shall
procure and maintain  such other  insurance  coverage as Lessor may require from
time to time during the Lease Term.  All policies shall be endorsed or contain a
clause  requiring  the  insurer to furnish  Lessor  with at least 30 days' prior
written notice of any material change,  cancellation or non-renewal of coverage.
Upon execution of this Lease,  Lessee shall furnish Lessor with a certificate of
insurance or other evidence  satisfactory to Lessor that such insurance coverage
is in effect,  provided,  however,  that Lessor shall be under no duty either to
ascertain  the existence of or to examine such  insurance  coverage or to advise
Lessee  in the  event  such  insurance  coverage  should  not  comply  with  the
requirements  hereof.  In case of  failure  of Lessee  to  procure  or  maintain
insurance,  Lessor may at its option  obtain such  insurance,  the cost of which
will be paid by the Lessee as  additional  rentals.  Lessee  hereby  irrevocably
appoints Lessor, as Lessee's  attorney-in-fact  to file,  settle or adjust,  and
receive  payment  of  claims  under any such  insurance  policy  and to  endorse
Lessee's  name on any  checks,  drafts or other  instruments  on payment of such
claims.  Lessee  further agrees to give Lessor prompt notice of any damage to or
loss of, the Equipment, or any part thereof.

14. LIMITATION OF LIABILITY
    Lessor  shall have no  liability  in  connection  with or arising out of the
ownership,  leasing,  furnishing,  performance  or use of the  Equipment  or any
special,  indirect,  incidental  or  consequential  damages  of  any  character,
including,   without  limitation,  loss  of  use  of  production  facilities  or
equipment, loss of profits, property damage or lost production, whether suffered
by Lessee or any third party.

15. FURTHER ASSURANCES
    Lessee shall promptly  execute and deliver to Lessor such further  documents
and take such further action as Lessor may require in order to more  effectively
carry out the intent and purpose of this Lease.  Lessee shall provide to Lessor,
within 120 days after the close of each of  Lessee's  fiscal  years,  and,  upon
Lessor's  request,  within 45 days of the end of each quarter of Lessee's fiscal
year, a copy of its financial  statements  prepared in accordance with generally
accepted accounting  principles and, in the case of annual financial statements,
audited  by  independent  certified  public  accountants,  and  in the  case  of
quarterly  financial  statements  certified by Lessee's chief financial officer.
Lessee  shall  execute and deliver to Lessor upon  Lessor's  request any and all
schedules,  forms and other reports and information as Lessor may deem necessary
or  appropriate  to  respond  to  requirements  or  regulations  imposed  by any
governmental  authorities.  Lessee  shall  execute  and  deliver to Lessor  upon
Lessor's  request  such  further  and  additional  documents,   instruments  and
assurances as Lessor deems  necessary (a) to  acknowledge  and confirm,  for the
benefit of Lessor or any assignee or transferee of any of Lessor's rights, title
and interests hereunder (an "Assignee"),  all of the terms and conditions of all
or any part of this  Lease  and  Lessor's  or  Assignee's  rights  with  respect
thereto, and Lessee's compliance with all of the terms and provisions hereof and
(b) to preserve,  protect and perfect  Lessor's or  Assignee's  right,  title or
interest hereunder and in any Equipment, including, without limitation, such UCC
financing  statements or  amendments,  corporate  resolutions,  certificates  of
compliance,  notices of assignment or transfers of interests,  and  restatements
and  reaffirmations  of  Lessee's   obligations  and  its   representations  and
warranties with respect thereto as of the dates requested by Lessor from time to
time.  In  furtherance  thereof,  Lessor  may  file or  record  this  Lease or a
memorandum  or a  photocopy  hereof  (which  for the  purposes  hereof  shall be
effective as a financing  statement) so as to give notice to third parties,  and
Lessee hereby appoints Lessor as its attorney-in-fact to execute, sign, file and
record UCC  financing  statements  and other  lien  recordation  documents  with
respect to the Equipment  where Lessee fails or refuses to do so after  Lessor's
written  request,  and Lessee agrees to pay or reimburse  Lessor for any filing,
recording or stamp fees or taxes arising from any such filings.

16. ASSIGNMENT
    This Lease and all rights of Lessor  hereunder shall be assignable by Lessor
absolutely or as security,  without  notice to Lessee,  subject to the rights of
Lessee  hereunder for the use and  possession of the Equipment for so long as no
Event of Default has occurred and is continuing  hereunder.  Any such assignment
shall  not  relieve  Lessor of its  obligations  hereunder  unless  specifically
assumed  by the  assignee,  and Lessee  agrees it shall not assert any  defense,
rights of set-off or  counterclaim  against any  assignee to which  Lessor shall
have  assigned its rights and interests  hereunder,  nor hold or attempt to hold
such  assignee  liable  for  any of  Lessor's  obligations  hereunder.  No  such
assignment shall materially  increase  Lessee's  obligations  hereunder.  LESSEE
SHALL NOT ASSIGN OR DISPOSE OF ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE
OR ENTER INTO ANY  SUBLEASE  WITH  RESPECT TO ANY OF THE  EQUIPMENT  WITHOUT THE
EXPRESS PRIOR WRITTEN CONSENT OF LESSOR.

17. LESSEE'S OBLIGATION UNCONDITIONAL
    This  Lease is a net lease and  Lessee  hereby  agrees  that it shall not be
entitled to any abatement of rents or of any other amounts payable  hereunder by
Lessee,  and that its  obligation  to pay all rent and any other  amounts  owing
hereunder  shall  be  absolute  and  unconditional   under  all   circumstances,
including,  without limitation,  the following  circumstances:  (i) any claim by
Lessee to any right of set-off, counterclaim, recoupment, defense or other right
which  Lessee  may have  against  Lessor,  any  seller  or  manufacturer  of any
Equipment or anyone else for any reason  whatsoever;  (ii) the  existence of any
liens,  encumbrances  or  rights  of  others  whatsoever  with  respect  to  any
Equipment,  whether or not resulting  from claims  against Lessor not related to
the  ownership  of such  Equipment;  or (iii) any other  event or  circumstances
whatsoever.  Each Rental Payment or other amount paid by Lessee  hereunder shall
be final and  Lessee  will not seek to recover  all or any part of such  payment
from Lessor for any reason whatsoever.

18. RETURN OF EQUIPMENT
    Upon the expiration or earlier termination of the Lease Term with respect to
any Equipment,  and provided that Lessee has not validly  exercised any purchase
option  with  respect  thereto,  Lessee  shall:  (a) return the  Equipment  to a
location  and in the  manner  designated  by the Lessor  within the  continental
United  States,   including,   as  reasonably   required  by  Lessor,   securing
arrangements  for the  disassembly  and  packing for  shipment by an  authorized
representative of the manufacturer of the Equipment, shipment with all parts and
pieces on a carrier  designated  or  approved  by  Lessor,  and then  reassembly
(including,  if necessary,  repair and overhaul) by such  representative  at the
return  location in the  condition the Equipment is

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required to be  maintained  by the Lease and in such  condition as will make the
Equipment  immediately able to perform all functions for which the Equipment was
originally  designed  (or as upgraded  during the Lease Term),  and  immediately
qualified   for   the    manufacturer's    (or   other   authorized    servicing
representative's)  then-available  service  contract or warranty;  (b) cause the
Equipment to qualify for all  applicable  licenses or permits  necessary for its
operation  for its intended  purpose and to comply with all  specifications  and
requirements  of  applicable  federal,  state and local  laws,  regulations  and
ordinances;  (c) upon Lessor's request, provide suitable storage,  acceptable to
Lessor,  for the  Equipment for a period not to exceed 180 days from the date of
return;  (d)  cooperate  with Lessor in  attempting  to remarket the  Equipment,
including display and  demonstration of the Equipment to prospective  purchasers
or lessees, and allowing Lessor to conduct any private or public sale or auction
of the Equipment on Lessee's premises. All costs incurred in connection with any
of the  foregoing  shall be the sole  responsibility  of the Lessee.  During any
period of time from the expiration or earlier termination of the Lease until the
Equipment is returned in accordance  with the provisions  hereof or until Lessor
has been paid the applicable  purchase  option price if any applicable  purchase
option is  exercised,  Lessee agrees to pay to Lessor  additional  per diem rent
("Holdover Rent"),  payable promptly on demand in an amount equal to 125% of the
highest  monthly  Rental  Payment  payable  during the Lease Term divided by 30,
provided, however, that nothing contained herein and no payment of Holdover Rent
hereunder  shall relieve  Lessee of its  obligation to return the Equipment upon
the expiration or earlier termination of the Lease.

19. RELATED LEASE SCHEDULES
    "Related Lease Schedules" means and refers to: (i) Leases covering Equipment
intended to be or which  otherwise  becomes  attached to, affixed to, or used in
connection with other Equipment  subject to any other Lease  hereunder,  or (ii)
Leases  entered  into  pursuant  to or in  respect of a single  credit  offering
memorandum  or credit  approval of Lessor.  Lessee agrees that if: (a) if Lessee
elects to exercise  any  purchase  option,  early  termination  option,  renewal
option,  purchase  obligation or early  purchase  option under any Related Lease
Schedule;  or (b) Lessee elects to return the Equipment  under any Related Lease
Schedule in accordance  therewith,  then, in either case,  Lessor shall have the
right,  in its sole  discretion,  to require Lessee to elect the same or similar
disposition  for all Equipment  subject and pursuant to the terms and provisions
of one or more other Related Lease Schedules.

20. MISCELLANEOUS; ENFORCEABILITY AND GOVERNING LAW
    The term  "Lessee"  as used in the Lease  shall mean and include any and all
Lessees who sign below, each of whom shall be jointly and severally liable under
the Lease.  This Master Lease will not be binding on Lessor  until  accepted and
executed by Lessor,  notice of which is hereby  waived by Lessee.  Any waiver of
the terms hereof shall be  effective  only in the specific  instance and for the
specific purpose given. Time is of the essence in the payment and performance of
all of Lessee's  obligations under the Lease. The captions in this Lease are for
convenience only and shall not define or limit any of the terms hereof.

    Any  provisions of this Lease which are  unenforceable  in any  jurisdiction
shall,  as  to  such  jurisdiction,   be  ineffective  to  the  extent  of  such
unenforceability  without  invalidating the remaining provisions hereof, and any
such  unenforceability  in any jurisdiction shall not render  unenforceable such
provisions in any other jurisdiction. To the extent permitted by applicable law,
Lessee  hereby  waives;  (a) any  provisions  of law which render any  provision
hereof  unenforceable  in any respect;  (b) all rights and remedies  under Rhode
Island General Laws Sections 6A-2.1-508 through 522 or corresponding  provisions
of the  Uniform  Commercial  Code  article or  division  pertaining  to personal
property  leasing  in any  jurisdiction  in which  enforcement  of this Lease is
sought.

    THIS  LEASE AND THE  LEGAL  RELATIONS  OF THE  PARTIES  HERETO  SHALL IN ALL
RESPECTS BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE
OF RHODE  ISLAND,  WITHOUT  REGARD TO  PRINCIPLES  REGARDING  THE CHOICE OF LAW.
LESSEE  HEREBY  CONSENTS  AND SUBMITS TO THE  JURISDICTION  OF THE COURTS OF THE
STATE OF RHODE ISLAND AND THE FEDERAL  DISTRICT  COURT FOR THE DISTRICT OF RHODE
ISLAND FOR THE PURPOSES OF ANY SUIT,  ACTION OR OTHER PROCEEDING  ARISING OUT OF
ITS OBLIGATIONS HEREUNDER,  AND EXPRESSLY WAIVES ANY OBJECTIONS THAT IT MAY HAVE
TO THE VENUE OF SUCH COURTS.  LESSEE HEREBY  EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY IN ANY ACTION  BROUGHT ON OR WITH  RESPECT TO THIS LEASE.  Any action by
Lessee  against  Lessor for any cause of action  relating to this Lease shall be
brought within one year after any such cause of action first arises.

    THIS LEASE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES CONCERNING THE
LEASE OF THE EQUIPMENT AND CONSTITUTES THE ENTIRE AGREEMENT  BETWEEN THE PARTIES
SUPERSEDING ANY AND ALL CONFLICTING  TERMS OR PROVISIONS OF ANY PRIOR PROPOSALS,
COMMITMENT  LETTERS,  TERM SHEETS OR OTHER AGREEMENTS OR UNDERSTANDINGS  BETWEEN
THE  PARTIES.  THIS LEASE MAY NOT BE  CONTRADICTED  BY EVIDENCE OF (i) ANY PRIOR
WRITTEN OR ORAL AGREEMENTS OR  UNDERSTANDINGS,  OR (ii) ANY  CONTEMPORANEOUS  OR
SUBSEQUENT ORAL  AGREEMENTS OR  UNDERSTANDINGS  BETWEEN THE PARTIES,  AND LESSEE
ACKNOWLEDGES  AND  CERTIFIES  THAT  NO  SUCH  ORAL  OR  WRITTEN   AGREEMENTS  OR
UNDERSTANDINGS  EXIST  AS OF THE  DATE  OF THIS  LEASE.  THIS  LEASE  MAY NOT BE
AMENDED,  NOR MAY ANY RIGHTS UNDER THE LEASE BE WAIVED,  EXCEPT BY AN INSTRUMENT
IN WRITING SIGNED BY THE PARTY CHARGED WITH SUCH AMENDMENT OR WAIVER.

Executed and delivered by duly authorized  representatives of the parties hereto
as of the date set forth below.

DATED AS OF:NOVEMBER 22, 2000


FLEET CAPITAL CORPORATION                  ALLBRITTON COMMUNICATIONS COMPANY

By:    /s/ Julie Tamburo                   By:    /s/ Stephen P. Gibson
      ------------------------------             ------------------------------

Name:  Julie Tamburo                       Name:  Stephen P. Gibson
      ------------------------------             ------------------------------

Title: Assistant Vice President            Title: Vice President and CFO
      ------------------------------             ------------------------------

                                           Lessee's Taxpayer ID #: 74-1803105
                                                                  --------------





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