**PROMISSORY NOTE**

$7,125,000

May 8, 2002

     FOR VALUE  RECEIVED  the  undersigned   LIN TV Corp  "Maker"  whoseaddress 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 Thousandand No/100 Dollars ($7,125,000.00),  as such amount may be adjusted from time totime as set forth  herein,  in legal and lawful  money of the  United  States ofAmerica,  together  with  interest  on the  unpaid  balance  from  time  to timeremaining  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. Interestshall be  computed  on the basis of a 360 day year and for the actual  number ofdays elapsed (including the first day but excluding the last day).

     The entire principal balance of this Note,  together with all accrued and unpaidinterest thereon, shall be due and payable on May 8, 2003, the maturitydate of this Note; provided,  however,  that in the event of the consummation ofthe 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  receivedby STC in the North Dakota Sale in excess of $28,875,000,  regardless of whethersuch excess  consideration  consists of a promissory note or cash (collectively,the "Excess  Consideration"),  if any, to Lender  (and the  aggregate  principalbalance of this Note shall be adjusted to an amount  equal to the amount of suchExcess Consideration,  including,  by way of illustration and not of limitation,to  zero)  and  such  adjusted   amount  shall  be  deemed  to  constitute  fullsatisfaction  of this  Note;  and  provided  further  that in the  event  of thetermination  of either the Merger or the North  Dakota  Sale,  Maker may issue astock  purchase  warrant,  in full  satisfaction  of this  Note,  to  Lender  insubstantially  the form  attached  hereto as Exhibit A,  which  grants  Lender awarrant  exercisable  for the number of shares  (rounded  to the  nearest  wholeshare) of its Class B Common Stock,  as is determined by dividing  $7,125,000 bythe Fair Market  Value (as defined  below) of a share of Maker's  Class A CommonStock. For purposes  hereof,  "Fair Market Value" shall mean the 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 Lendershall be  entitled  to pursue any or all  remedies  to which  Lender is entitledhereunder, or at law or in equity.

     It is the  intent of the Lender  and the Maker to  conform  to and  contract  instrict  compliance  with applicable  usury law from time to time in effect.  Allagreements  between the Lender or any other holder  hereof and the Maker (or anyother party liable with respect to any indebtedness  under this Note) are herebylimited by the provisions of this paragraph which shall override and control allsuch agreements,  whether now existing or hereafter  arising and whether writtenor oral. In no way, nor in any event or  contingency  (including but not limitedto prepayment,  default,  demand for payment, or acceleration of the maturity ofany obligation),  shall the interest taken, reserved, contracted for, charged orreceived  under this Note or otherwise,  exceed the maximum  nonusurious  amountpermissible  under  applicable  law. If, from any possible  construction  of anydocument,  interest  would  otherwise  be  payable  in  excess  of  the  maximumnonusurious  amount, any such construction shall be subject to the provisions ofthis  paragraph  and such  document  shall  be  automatically  reformed  and theinterest  payable  shall be  automatically  reduced to the  maximum  nonusuriousamount permitted under applicable law, without the necessity of execution of anyamendment or new  document.  If the Lender shall ever receive  anything of valuewhich is  characterized  as interest under  applicable law and which would apartfrom this provision be in excess of the maximum lawful  nonusurious  amount,  anamount  equal to the amount  which  would have been  excessive  interest  shall,without  penalty,  be applied to the reduction of the principal  amount owing onthe  indebtedness  evidenced hereby in the inverse order of its maturity and notto the payment of interest,  or refunded to the Maker or the other payor thereofif and to the extent such amount  which would have been  excessive  exceeds suchunpaid  principal.  The  right  to  accelerate  maturity  of the  Note  and  theindebtedness  owing  hereunder  does not  include  the right to  accelerate  anyinterest which has not otherwise accrued on the date of such  acceleration,  andthe holder hereof does not intend to charge or receive any unearned  interest inthe event of acceleration.  All interest paid or agreed to be paid to the holderhereof shall, to the extent permitted by applicable law, be amortized, prorated,allocated and spread  throughout the full stated term  (including any renewal orextension)  of such  indebtedness  so that the amount of  interest on account ofsuch  indebtedness does not exceed the maximum  nonusurious  amount permitted byapplicable law. As used in this paragraph,  the term "applicable law" shall meansuch laws as they now exist or may be changed or amended or come into  effect inthe future.

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

     THIS NOTE IS BEING EXECUTED AND DELIVERED,  AND IS INTENDED TO BE PERFORMED,  INTHE STATE OF TEXAS.  EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAYAPPLY TO THE TERMS  HEREOF,  THE  SUBSTANTIVE  LAWS OF THE STATE OF TEXAS  SHALLGOVERN THE VALIDITY, CONSTRUCTION,  ENFORCEMENT AND INTERPRETATION OF THIS NOTE.IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS  EXECUTEDIN  CONNECTION  HEREWITH,  THE  PARTIES  IRREVOCABLY  AGREE  THAT VENUE FOR SUCHDISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN DALLAS, TEXAS.

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

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

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

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

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

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   EXECUTED AND AGREED as of the dated first above written.

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|  | By: /s/ William A. Cunningham                    |
|  |                                                  |
|  |    William A. Cunningham          |
|  |    Vice President and Controller  |
|  |    (Principal Accounting Officer) |