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                                                                    Exhibit 4.3

                                FIRST AMENDMENT
                                      TO
                  NON-QUALIFIED STOCK OPTION LETTER AGREEMENT

         THIS FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION LETTER AGREEMENT
(this "Amendment") is made and entered into as of March 29, 2002 but shall be
effective as of February 8, 2002, between Sunrise Television Corp., a Delaware
corporation (the "Company"), and William Cunningham ("Director").

         WHEREAS, Director is a member of the Board of Directors of the Company;

         WHEREAS, the Company and Director entered into the Non-Qualified Stock
Option Letter Agreement dated as of February 8, 2002 (the "Option Agreement"),
pursuant to which, among other things, the Company granted Director an option
to purchase 3,000 shares of the Company's class B common stock, par value $0.01
per share, at an exercise price of $61.41 per share; and

         WHEREAS, the Company and Director desire to amend the Option Agreement
to reduce the exercise price from $61.41 per share to $12.88 per share.

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1.       Amendments.

                  (a)      The first sentence of the first paragraph of the
         Option Agreement is hereby amended by deleting such sentence in its
         entirety and by substituting in lieu thereof the following sentence:

                                    "We are pleased to inform you that
                           you have been selected by Sunrise
                           Television Corp. (the "Company") to receive
                           a non-qualified option (the "Option") of
                           the Company under the Company's 2002 Stock
                           Option Plan (the "Plan") to purchase 3,000
                           shares of the Company's Class B Common
                           Stock, par value $0.01 per share (the
                           "Common Stock"), at an exercise price of
                           $12.88 per share."

                  (b)      The Notice of Exercise of Non-Qualified Stock Option
         attached to the Option Agreement is hereby deleted in its entirety and
         by substituting in lieu thereof the Notice of Exercise of Non-Qualified
         Stock Option attached hereto as EXHIBIT A.

         2.       Certain Definitions. Capitalized terms used without definition
in this Amendment have the meanings set forth in the Option Agreement (as
amended hereby).

         3.       Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed to be an original, but all of which
will constitute one and the same instrument, and the signature of any party to
any counterpart shall be deemed a signature to, and maybe appended to, any other
counterpart.

         4.       Effect; Governing Law. Except as specifically amended by this
Amendment, the Option Agreement shall remain in full force and effect. This
Amendment shall be binding upon and shall inure

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to the benefit of the parties hereto and their successors and permitted assigns.
This Amendment shall be governed by and construed in accordance with the laws of
the State of Delaware, regardless of the laws that might otherwise govern under
the applicable conflicts-of-laws principles thereof.

                                      *****

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.



                                       SUNRISE TELEVISION CORP.



                                       By: /s/ David A. Fitz
                                          --------------------------------------
                                          Name: David A. Fitz
                                          Title: Executive Vice President and
                                                 Chief Financial Officer



                                       /s/ William Cunningham
                                       -----------------------------------------
                                       William Cunningham

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                                                                       EXHIBIT A

                NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION

To: Sunrise Television Corp.

         I, a resident of the State of ____________________, hereby exercise my
non-qualified stock option granted by Sunrise Television Corp. (the "Company")
subject to all the terms and provisions thereof and of the Company's 2002 Stock
Option Plan referred to therein, and notify the Company of my desire to purchase
__________ shares of Class B Common Stock (the "Securities") of the Company at
the exercise price of $12.88 per share, which were offered to me pursuant to my
non-qualified stock option.

         I hereby represent and warrant that I have (i) been furnished with a
copy of the Plan and all information that I deem necessary to evaluate the
merits and risks of the purchase of the Securities; (ii) had the opportunity to
ask questions and receive answers concerning the information that I have
received regarding the Securities and Sunrise; and (iii) been given the
opportunity to obtain any additional information I deem necessary to verify the
accuracy of any information obtained concerning the Securities and Sunrise.



------------------------               -----------------------------------------
Social Security Number                 Eligible Non-Employee Signature



                                       ----------------------------------------
                                       Print Name

                                       Date:
                                            ------------------------------------

                                       Address:
                                               ---------------------------------

                                               ---------------------------------

                                               ---------------------------------



                                       SUNRISE TELEVISION CORP.



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