STATION AFFILIATION AGREEMENT-APRIL 9, 1998

STATION AFFILIATION AGREEMENT





Dated as of April 9, 1998



ACME Television Holdings 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 Licensee of Utah ("Affiliate" or "you") for the affiliation of your television station KUWB ("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 Salt Lake City, Utah, 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 importation of WB

programming carried by the signal of WGN to its affiliates, WB may allow

WB programming carried by 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. WB will not

program the morning or afternoon day-parts (with the exception of

Kids' WB programming) or, access, or late-night day-parts, unless

WB first receives the consent of the WB Affiliate's Council. 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. WB

acknowledges that the sixth night of WB prime time programming

will commence at the start of WB's 1999/2000 broadcast year, and

such sixth night of programming will be broadcast on Friday



(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,

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



(c) The initial 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: Sunday: 7:00 p.m. - 10:00 p.m Monday - Saturday:

8:00 p.m.- 10:00 p.m. As of the commencement of the

1998/1999 Television Broadcast Year, WB is providing

programming for broadcast by its affiliates on five

nights during each calendar week (i.e. Sunday through

Thursday). WB will roll-out one





additional night of programming during the 1999/2000

Broadcast Year and one additional night of programming

during the 2000/2001 Broadcast Year.



Children's: Monday through Friday Mornings: One hour of programming

broadcast between: 7:00 a.m. - 8:00 a.m.; or 7:30 a.m. -

8:30 a.m.; or 8:00 a.m. - 9:00 a.m. (at WB's election)

Monday through Friday Afternoons: Two hours of

programming broadcast between: 3:00 p.m. - 5:00 p.m.



Saturday Morning: Four hours of programming broadcast at

8:00 a.m. - 12:00 noon. However, if Affiliate believes

that the Children' programming block should run on

Sunday instead of Saturday, WB will discuss with

affiliate such a move of the programming block from

Saturday to Sunday, and will consider granting such a

move, in good faith, after taking into account the

business interests of WB.



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

commencing on a date to be determined by WB, subject to

the approval of the WB Affiliate's Council



(d) During such time that WB is providing 19 hours of programming per

week to Station 3 hours(of the total of 19 hours) will be

programming which is categorized as Children's

educational/informational programming. However, at such time that

WB provides only 16.5 hours of Children's programming to Station

then WB, at its sole election, may determine to provide only 30

minutes of educational/informational programming per week to



(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 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 importance for

WB programming, except in those circumstances requiring live

coverage of fast-breaking news events or very infrequent special



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.



Except as provided in Paragraph 2(e), above, 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.



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 you.





(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) canceling 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 timetable.



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. WB agrees to provide closed captioning

for substantially all WB programming that is not exempt from captioning

requirements under FCC rules.



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, and consistent with Station's reasonable

business judgment. 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.



(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)



(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 reasonable cost, such other ...