LEASE AGT 1-1-97 BTWN TOM WINTER & VCY-AMERICA INC

EXHIBIT 10.60





LEASE AGREEMENT



This Lease Agreement is made and entered into effective the 1st day of January, 1997 by and between Mr. Tom Winter, N4135 - Highway 32, Krakow, Wisconsin 54137, hereinafter called Lessor, and VCY/America, Inc. 3434 W. Kilbourn Ave., Milwaukee, WI 53208 a Wisconsin corporation, hereinafter called Lessee.



1. DESCRIPTION OF PROPERTY.



Lessor hereby grants and conveys permission to Lessee to construct, operate and install buildings and/or radio communications structures and equipment as required and necessary to support Lessee's Broadcasting System pursuant to tower and site design attached hereto on the following tract of land:



[Description and location of property to be attached

upon receipt of land survey of property]



2. TERM.



The term of this lease agreement shall be five (5) years from the first day of January, 1997. Said term shall be extended seven (7) additional five (5) year terms upon the option of Lessee. Lessee must notify Lessor in writing of Lessee's intention to exercise it's option for such additional term not less than one (1) year before the expiration date of lease or each renewal term. The amount of rent and additional extensions of this lease shall be adjusted as hereinafter provided.





3. LEASE PAYMENTS.



The annual lease payment shall be One Thousand, Two Hundred Dollars ($1,200), payable on or before the date this lease became effective, and each anniversary of the lease thereafter as set forth in Article 13.



The base rent shall be subject to changes on the renewal date of this lease, in accordance with changes in the Consumer Price Index. The adjustment shall be based on the CPI-U change for the preceding five (5) year period. If application of the CPI-U would result in a decrease in the lease payment to less than the rent for the preceding period, no change shall be made.



If the CPI-U publication is discontinued during the term of this lease, any remaining rental adjustments shall be made using the most nearly comparable statistics of the Bureau of Labor Statistics of the United States Department of Labor. If the rent amount determined by such formula is not acceptable to Lessee, this Lease shall terminate at the end of the one hundred eighty (180) day period without further action by either party.



4. INSTALLATION AND MAINTENANCE OF LESSEE'S BUILDING, STRUCTURES AND



Lessor agrees and hereby grants Lessee free access to the described land for the purpose of constructing, inspecting and maintaining the facilities as set forth in article 1. It is agreed that only engineers and contractors of Lessee, including their subcontractors, or persons under their direct supervision, and employees of Lessee, will be permitted to enter the property. It is further agreed that Lessee's construction and installation will comply with all applicable rules and regulations of the Federal Communications Commission, State Corporation Commission of the State of Wisconsin, and all applicable Electrical Codes. Lessee shall construct, maintain, and operate all improvements on the leased premises in accordance with applicable statutes, ordinances, regulations and standards.



5. LESSEE'S EQUIPMENT.



Lessor acknowledges and agrees that all personal property, equipment, apparatus, fittings, fixtures and trade fixtures installed or stored on Lessee's premises constitute personal and exclusive property of Lessee or one of Lessee's affiliates, including without imitation, all telecommunications equipment, towers, switches, cables, wiring and associated equipment or personal property (collectively, the "Equipment").







The equipment shall remain at all times the personal property of the Lessee or one of Lessee's affiliates, and neither the Lessor nor any person claiming by, through or under Lessor shall have any right, title or interest (including without limitation a security interest) in the equipment except as otherwise provided herein. Lessee, and Lessee's successors in interest, shall have the right to remove the equipment at any time during the term of this lease, including without limitation upon the expiration of the term of this lease or its earlier termination.



Lessee shall remove all improvements within one hundred eighty (180) days following termination of this lease and shall restore the land to its original condition. Any improvements not so removed shall be deemed abandoned and shall become the property of Lessor. Lessor shall remove the abandoned property within 180 days and sell it for its reasonable salvage value and Lessee shall be liable for any deficiency incurred in the cost of its removal. Lessee shall continue to pay the annual rent, prorated per month for the months required to remove all of the improvements and restore the land to its original condition.



With respect to the holder of any mortgage, deed of trust or other lien affecting Lessor's interest in the premises, whether existing as of the date hereof or arising hereafter, Lessor and Lessee hereby agree, acknowledge and declare that the equipment is now and shall at all times hereafter remain the personal and exclusive property of Lessee or one of Lessee's affiliates. The parties further acknowledge and agree that Lessor shall have no right or authority to grant a lien or security interest in or to any of the equipment.



Lessee shall be responsible for and shall pay all personal property taxes, real taxes on real estate improvements on the leased premises, or other taxes, licensing fees or any other charges assessed or imposed against Lessee's equipment or material located on the leased property. Upon demand, Lessee shall furnish Lessor with reasonable evidence of Lessee's compl ...