STATION AFFILIATION AGREEMENT

STATION AFFILIATION AGREEMENT





Dated as of March 15, 1998





ACME Television Holdings, LLC 10829 Olive Boulevard, Suite 202 St. Louis, MO 63141



Attention: Doug Gealy





The following shall comprise the agreement between The WB Television Network Partners, L.P. dba The WB Television Network ("WB," "we," or "us"), and ACME Television Holdings, LLC ("Affiliate" or "you") for the affiliation of your television station WTVK ("Station") with WB for carriage of WB programming. The Federal Communications Commission ("FCC") has issued a broadcast license ("License") to you to operate Station in Fort Myers, Florida, the community in which Station is licensed by the FCC ("Community of License"). All references in this Agreement to "WB program(s)" and "WB programming" and any variations thereof shall mean the programming made available by WB under this Agreement.



1. WB Programming: WB will make available to Affiliate WB programs for

free over-the-air broadcast and broadcast by any other means by Station

in the Community of License during the term of this Agreement. During

such term, except as otherwise provided herein, WB grants Affiliate the

exclusive right to have Station broadcast the WB programming in the

Community of License only as scheduled by WB over free over-the-air

television and by such other technological means as are available to

Affiliate for broadcast in the Community of License so long as Station

broadcasts the WB programming for over-the-air television.

Notwithstanding the foregoing, until such time that WB offers

exclusivity against the signal of WGN to









its affiliates, WB may allow the signal of WGN to be imported into the

Community of License. WB shall have the sole discretion to select,

schedule, substitute and/or withdraw WB programming or any portion(s)

thereof. WB shall also have the right to authorize any television

broadcasting station, regardless of the community in which it is

licensed by the FCC, to broadcast any presentation of a subject we deem

to be of immediate national significance including, but not limited to,

a Presidential address. Except as provided herein, during the term of

this Agreement Affiliate shall be the sole affiliate of WB for

transmission for exhibition on television of WB programming in the

Community of License.



2. Program Carriage:



(a) We agree to make available for broadcast by Station WB

programming for the hours programmed by WB at the times and

dates scheduled by WB throughout the term of this Agreement.

You acknowledge that the times and roll-out dates set forth in

this Agreement are approximate only and you agree to have

Station broadcast WB programs irrespective of whether WB

meets, fails to meet or otherwise varies from the anticipated

program schedule set forth herein; provided, however, that WB

hereby agrees not to accelerate such anticipated program

schedule. To the extent WB makes available such WB programming

for broadcast, this Agreement both obligates us to make

available such WB programs to Station and obligates Station to

broadcast such WB programs over-the-air pursuant to the terms

of this Agreement.



(b) Subject to the exceptions set forth in subparagraph 2(e) and

the right of preemption set forth in subparagraph 2(f),

Station shall broadcast WB programs on the dates and at the

times scheduled by WB. Station shall broadcast WB programs in

their entirety,



WTVK/Fort Myers, FL WB Affiliation Agreement Dated as of February 25, 1998







including but not limited to WB commercial announcements, WB

identifications, program promotional material, and credit

announcements contained in such programs, without interruption

or deletion or addition of any kind, except for the commercial

announcements that Station is allowed to add pursuant to

Paragraph 5. Notwithstanding the foregoing, you may substitute

other WB promotional announcements in lieu of program

promotional material that is inaccurate as it pertains to

Station's schedule. No commercial announcement, promotional

announcement or public service announcement will be broadcast

by Station during any interval within a WB program, which

interval is designated by WB as being for the sole purpose of

making a station identification announcement.



(c) The Scheduled Program Times of WB programming and the

anticipated roll-out dates of that programming are set forth

as follows (the specified times apply for the Eastern and

Pacific Time Zones; the Mountain and Central Time Zones are

one hour earlier for Prime Time and Latenight programming

only, except as otherwise agreed by us):



Prime Time: 7:00 p.m. - 10:00 p.m. Sunday;

8:00 p.m. - 10:00 p.m. Monday

through Saturday. Two nights, to be

designated by us, during the

1994/1995 broadcast year (one night

in January 1995 with the second

night commencing during the third

quarter of 1995); one additional

night commencing during the

1995/1996 broadcast year; and one

additional night during each

broadcast year thereafter until

seven nights of programming are made



WTVK/Fort Myers, FL WB Affiliation Agreement Dated as of February 25, 1998







Children's: 7:00 a.m. - 8:00 a.m.; 7:30 a.m. - 8:30

a.m.; or 8:00 a.m. - 9:00 a.m. (at WB's

election) Monday through Friday; 3:00 p.m. -

5:00 p.m. Monday through Friday; 8:00 a.m. -

12:00 noon Saturday; Weekday mornings (one

hour) and Saturday mornings (three hours)

commencing September 1995; One additional

Saturday hour commencing September 1996;

Monday through Friday afternoons (two hours)

commencing September 1997. It is anticipated

that the additional Children's programming

will commence in approximately the second

week of September.



Latenight: 11:00 p.m. - 12:00 midnight Monday through

Friday, commencing not earlier than 1997 and

subject to the approval of the WB

Affiliate's Council (as defined in Paragraph

13 below).



(d) Notwithstanding the roll-out schedule for Children's afternoon

programming in subparagraph (c) above, WB's supply of

Children's afternoon programming shall be subject to the

expiration of the current agreements between WB affiliates and

suppliers of Children's afternoon programming. Station agrees

not to extend or renew any agreement it may have with such

suppliers for such programming during the term of this

Agreement if such renewal or extension would interfere with

the broadcast of the WB Children's afternoon programming.



(e) You confirm that as of the date of this Agreement you have no

commitments, except those listed in Schedule 1 hereto, which

would impede Station's broadcasting all WB programming made

available during the term of this



WTVK/Fort Myers, FL WB Affiliation Agreement Dated as of February 25, 1998









Agreement. If any WB programming is not broadcast by you '

because of any such commitment expressly described in Schedule

1 (but excluding extensions by exercise of options by

Affiliate [but not by the programming licensor] or otherwise),

then such programming shall be broadcast in a time period upon

which you and we shall mutually agree and which shall be of

quality and rating value comparable to that of the Scheduled

Program Times. These programs will not be considered preempted

for purposes of subparagraph 2(f).



(f) Notwithstanding anything in this Agreement to the contrary,

nothing in this Agreement shall be construed to prevent or

hinder Affiliate from (i) rejecting or refusing any WB program

which Affiliate reasonably believes to be unsatisfactory or

unsuitable or contrary to the public interest or (ii)

substituting a program which, in Affiliate's opinion, is of

greater local or national importance. In such an event, you

shall provide us with advance written notice of any such

rejection, refusal or substitution, no later than 14 days

prior to the air date of such programming, except where the

nature of the substitute program makes such notice

impracticable (e.g., coverage of breaking news or other

unscheduled events) or the programming has not been made

available to you by such date, in which cases you agree to

give us as much advance notice as the circumstances permit.

Such notice shall include a statement of the reasons you

believe that the rejected WB programming is unsatisfactory or

unsuitable or contrary to the public interest, and/or that a

substituted program is of greater local or national

importance. In view of the limited amount of WB programming to

be supplied pursuant to this Agreement (at least until such

time as the full WB programming schedule has been rolled out)

you acknowledge that you do not foresee any need to substitute

programming of greater local or national



WTVK/Fort Myers, FL WB Affiliation Agreement Dated as of February 25, 1998









importance for WB programming, except in those circumstances

requiring live coverage of fast-breaking news events or very

infrequent special events.



To the extent you substitute another program for a WB program

as permitted under subparagraph 2(f)(ii), then you will

broadcast such omitted program and the commercial

announcements contained therein (or any replacement

programming provided by WB and the commercial announcements

contained therein) during a time period upon which you and we

shall promptly and mutually agree and which shall be of

quality and rating value comparable to that of the preempted

program's Scheduled Program Time. In the event that the

parties do not promptly agree upon such a time period after

reasonable consultation in good faith and after taking into

account the practical alternatives under the circumstances,

then, without limiting any other rights of WB under this

Agreement or otherwise, we shall have the right to license the

broadcast rights to the applicable omitted programming (or

replacement programming) to another television station located

in the Community of License.



In addition, if three or more episodes of a program series are

preempted by you as permitted hereunder in any thirteen-week

period, for any reasons other than force majeure as provided

in Paragraph 6, we shall have the right, upon 60 days prior

written notice, to terminate your right to broadcast that

program series and to withdraw all future episodes of that

series. Such thirteen-week periods shall be measured

consecutively from the first broadcast date of the program

series in question. If we subsequently place such a series on

another station in the Community of License, we reserve the

right not to offer you the broadcast rights to that series for

subsequent broadcast seasons.





WTVK/Fort Myers, FL WB Affiliation Agreement Dated as of February 25, 1998











In addition to all other remedies, to the extent one or more

episodes of a program series is preempted by you in violation

of (i.e., other than as permitted under) this Paragraph 2, we

shall have the right, upon 30 days prior written notice, to

terminate your right to broadcast the remainder of the program

series and withdraw all future episodes of that series from



(g) Nothing in this Agreement shall be construed to prevent or

hinder WB from (i) substituting one or more WB programs for

previously scheduled WB programs, in which event WB will make

the substituted programs available to Station pursuant to the

provisions of Paragraph 1 and Paragraph 3; (ii) cancelling one

or more WB programs; or (iii) postponing any scheduled

roll-out dates of WB programming. Further, nothing in this

Agreement shall be construed to obligate WB (x) to provide a

minimum or specific number of WB programs; (y) to commence

providing WB programming on any particular date; or (z) to

expand the amount of WB programming pursuant to a specified



3. Delivery: WB agrees to make available the WB programming for satellite

transmission. WB shall incur no costs regarding the satellite downlink

and broadcast by Station; Station shall incur no up-link costs with

regard to the delivery of the WB programming.



4. Promotion:



(a) We will provide you with on-air promotional announcements ("WB

Promos") for WB programming, which WB Promos are intended for

broadcast during Station's broadcast of non-WB programming.

You agree to provide an on-air promotional schedule consistent

with our recommendations. You shall maintain complete and

accurate records of all WB Promos that are broadcast. Upon

request by WB for those records, you shall provide copies of

all such records to WB within two weeks of such request.





WTVK/Fort Myers, FL WB Affiliation Agreement Dated as of February 25, 1998







(b) You shall budget Station's advertising availabilities in such

a manner as to enable Station to broadcast additional WB

Promos during periods in which Station is deemed a

"Subperformer." Station shall be deemed to be a "Subperformer"

from the time its "sweeps rating" is below the average prime

time rating for all WB affiliated broadcast stations until

such time as Station's sweeps rating is no longer below the

average prime time rating for all WB affiliated broadcast

stations. The Station's sweeps rating means the Station's

average A.C. Nielsen rating for the most recently completed

sweeps period for adults 18-49 for all prime time hours

programmed by WB. For such time as Station remains a

Subperformer, Station shall: (i) broadcast, during each

one-half hour of all periods of each day that Station is

broadcasting non-WB programming, at least one (1) 30-second

Promo (or Promos aggregating 30 seconds, to the extent we so

elect) for Station's local, syndicated or WB programming; and

(ii) broadcast during all periods when Station is broadcasting

non-WB programming WB Promos for not less than:



Prime Time Hours Programmed by WB



2 hours - 20% of 100%

4 hours - 25% "

6 hours - 30% "

8 hours - 35% "

10 hours - 40% "

12 hours* - 45% "



(* 12 or more hours)





WTVK/Fort Myers, FL WB Affiliation Agreement Dated as of February 25, 1998









(the "Applicable Percentage") of the total, aggregate gross

ratings points ("GRPs") for all the promotional announcements

broadcast by Station ("Aggregate Promotional GRPs") within the

periods in which non-WB programming is being broadcast. The

specific WB Promos broadcast by Station and the number of

broadcasts of each WB Promo may be specified by WB and the

broadcast of the WB Promos shall be made so that the Aggregate

Promotional GRPs allocated to WB Promos are distributed fairly

and reasonably across the periods when non-WB programming is

being broadcast. For such time as Station's sweeps rating

ranks Station within the bottom 50% (ranked highest to lowest)

of those WB affiliated broadcast stations that are

Subperformers, then the Applicable Percentage for Station

shall be not less than 55% of 100% of the Aggregate

Promotional GRPs. The WB Promos broadcast during each

half-hour of non-WB programming, as required by this

subparagraph 4(b), may be counted toward Station's Applicable

Percentage. Station shall continue to air WB Promos under this

schedule until Station is no longer a Subperformer, as defined



(c) In addition to providing WB Promos, we shall make available

for your use, at r ...