1 EXHIBIT 10.2 TIME BROKERAGE AGREEMENT

1
EXHIBIT 10.2

TIME BROKERAGE AGREEMENT

for

KUPX-TV, Salt Lake City, UT Market

By and Among

▇▇▇▇▇▇ SALT LAKE CITY LICENSE, INC.,

▇▇▇▇▇▇ COMMUNICATIONS OF SALT LAKE CITY-30, INC.

and

ACME TELEVISION OF UTAH, LLC

2
TABLE OF CONTENTS

1 STATEMENT OF CONFIDENTIALITY

2 STANDARD OPERATING PROCEDURES

3 STANDARDIZATION

3.1 Creating New Standard Operating Procedures
3.2 Revising Current Standard Operating Procedures
3.3 The Review Process
3.4 Document Control
3.5 SOP Manual Control
3.6 Procedure for Procedures
3.7 Procedure for Auditing
3.8 Forms

4 ROLES AND RESPONSIBILITIES

4.1 Organization Chart
4.2 Job Descriptions

5 PROCESSING OF HOURLY EMPLOYEE PAYROLL

5.1 Footing the Time Cards
5.2 Hourly Time Card Data Entry
5.3 Rapid Pay Data Entry

6 PROCESSING SALARIED PAYROLL/REGULAR PAY DATA ENTRY

6.1 Deductions
6.2 Additions/Adjustments
6.3 Salaried Overtime
6.4 Personnel Changes
6.5 Second Pays
6.6 Special Pays
6.7 Void/Manual Check Entry
6.8 Autopay Cancellation

7 RECEIPT AND DISTRIBUTION OF PAYROLL

7.1 Receipt and Review of Pay Checks
7.2 Receipt and Review of Electronic File
7.3 Distribution of Pay Checks
7.4 ADP Invoice Approval

8 PAYROLL REPORTING

8.1 Profit Sharing Report
8.2 Stock Report
8.3 Garnishments Report
8.4 United Way Report
8.5 Medical, Life and Long-term Disability Insurance Report

9 INTERDEPARTMENTAL REPORTING

9.1 Labor Entry to Pricing

10 GENERAL REPORTING

10.1 Budget/Headcount Report
10.2 Labor Reporting/EDD
10.3 Termination
10.4 New Hire/Terminations Report
10.5 HRizon Report
10.6 EDD Audit Forms
10.7 Quarterly Tax Review
10.8 Quarterly Hours Report (State of Washington only)

11 NON-PAYROLL DUTIES

11.1 Manual Checks
11.2 Monthly Posting
11.3 Vacation Record Maintenance
11.4 Employment Verification
11.5 Supplying Payroll Information
11.6 Yearly W-2 Adjustments
11.7 Reconciliation of General Ledger Payroll Accounts

This Agreement ("Agreement") is dated this 20th day of April, 1998
and is by and among ACME Television of Utah, LLC (the "Broker"), a limited
liability company formed under the laws of the State of Delaware and ▇▇▇▇▇▇ Salt
Lake City License, Inc., a corporation formed under the laws of the State of
Florida ("▇▇▇▇▇▇ Licenses") and ▇▇▇▇▇▇ Communications of Salt Lake City-30, Inc.
("▇▇▇▇▇▇-30" and collectively with ▇▇▇▇▇▇ Licenses "Licensee").

WHEREAS, Licensee holds a broadcast license and associated auxiliary
licenses (the "Licenses") from the Federal Communications Commission ("FCC") for
KUPX-TV, a television station on Channel 30, Ogden, Utah in the Salt Lake City,
Utah Market (the "Station"); and

WHEREAS, Broker has programming and other resources which could be
utilized for the benefit of the Station;

WHEREAS, Licensee is desirous of using Broker's programming on the
Station under the terms and conditions of this Agreement; and

WHEREAS, ▇▇▇▇▇▇-30 and ▇▇▇▇▇▇▇ Broadcasting of Salt Lake City,
L.L.C., an affiliate of Broker ("▇▇▇▇▇▇▇") have entered into a Time Brokerage
Agreement, of even date herewith (the "KUWB Time Brokerage Agreement"), pursuant
to which ▇▇▇▇▇▇-30 shall provide programming to television station KUWB (the
"KUWB Station");

NOW, THEREFORE, in light of the foregoing and the mutual promises and
covenants contained herein, the parties hereby agree as follows:

1. PROVISION OF PROGRAMMING

1.1. BROKER'S USE OF STATION FACILITIES. Licensee shall make its broadcast
transmission facilities available to Broker beginning on the
commencement of the Term specified in Section 1.2 of this Agreement.
The Licensee shall make the foregoing facilities available to Broker
one hundred sixty-eight (168) hours per week, Sunday through Saturday,
except for (i) downtime occasioned by routine maintenance, and (ii)
time utilized by the Licensee to comply with applicable law or to
fulfill its obligations under the Communications Act of 1934, as
amended (the "Act"), or the rules and policies of the FCC. Upon
commencement of the Term, Broker will provide programming to be
broadcast on the Station for the entire 168-hour weekly period subject
to any diminution under this Agreement. At Broker's option, the
programming may originate either from Broker's studios or from
Licensee's studios: provided, that, if Broker's programming originates
from Broker's studio, Broker's programming shall be delivered to
Licensee's studios via phone lines, radio or mechanical means for
transmission to Licensee's transmitters.

1.2. TERM OF PROGRAMMING OBLIGATION. Subject to the terms and conditions of
this Agreement, Broker shall be authorized to provide programming on
the Station, commencing on April 20, 1998 (the "Effective Date"). This
Agreement shall

terminate upon the first to occur of (i) the consummation of the sale
of the Station, (ii) the termination of this Agreement in accordance
with its terms, (iii) ten years from the date of this Agreement, (iv)
the termination of the Asset Exchange Agreement among the parties
hereto (the "Exchange Agreement"), or (v) the termination of the KUWB
Time Brokerage Agreement.

1.3. QUALITY AND NATURE OF PROGRAMMING.

1.3.1. COMPLIANCE WITH LAW. Any and all programming provided by
Broker under this Agreement shall be in accordance with the
Act and the rules and policies of the FCC. All advertising
messages and promotional material or announcements shall
comply with all applicable federal, state and local laws,
regulations and policies.

1.3.2. LICENSEE DISCRETION. In accordance with Section 1.7.1 hereof,
the Licensee may, in the exercise of its discretion, refuse to
broadcast any program which the Licensee deems to be
inconsistent with subsection 1.3.1. of this section or the
Licensee's obligations under the Act or FCC rules or policies.

1.4. MAINTENANCE OF STATION FACILITIES

1.4.1. BROKER'S RESPONSIBILITIES. Broker shall be responsible,
subject to Licensee's ultimate supervision, for maintenance of
the Station's transmission facilities except for repairs not
occasioned by ordinary wear and tear (unless such repairs are
required as a result of the negligence or willful misconduct
of Broker, its employees or agents). Broker shall reimburse
Licensee for any and all usual and ordinary expenses incurred
by Licensee in the operation of the Station during the term of
this Agreement, including, but not limited to, salaries and
benefits of two employees, utilities and repair costs, tower
lease payments, property insurance and taxes, programming
expenses and miscellaneous reasonable and necessary station
expenses: provided, that in no event shall Broker be required
to reimburse License for (i) lease payments, taxes and
insurance on the main studio or (ii) acquisition costs for
stereo or transmission equipment. Broker shall remit a check
to Licensee for any and all such expenses within ten (10) days
of Broker's receipt from Licensee of invoices or other
itemized bills for such expenses.

1.4.2. LICENSEE'S RESPONSIBILITIES. Except for those matters falling
within Broker's responsibility under Section 1.4.1, the
Licensee shall be responsible for the repair of any damage to
or malfunction of any of the Station's transmission facilities
not caused by ordinary wear and tear or by the negligent or
willful misconduct of Broker, its employees or agents (which
repairs or damage shall be the responsibility of Broker).

1.5. HANDLING OF MAIL. Except as required to comply with the Act or FCC
rules and policies, including those regarding the maintenance of the
public inspection files (which shall at all times remain the
responsibility of the Licensee), the Licensee shall not be required to
receive or handle mail, faxes, or telephone messages in connection
with programming provided by Broker unless the Licensee, at the
request of Broker, has agreed in writing to do so. Notwithstanding
anything herein to the contrary, Broker shall provide the Licensee
with copies of any mail, fax, or telephone messages concerning the
programming furnished by Broker under this Agreement to permit
Licensee to place copies thereof in the Station's public inspection
files if required by applicable law, rule, or policy.

1.6. STAFFING REQUIREMENTS AND EXPENSES

1.6.1. MAIN STUDIO. The Licensee shall, to the extent required by
applicable law or policy, maintain a main studio within the
Station's principal community contour. The Licensee shall be
responsible for the payment of salaries, taxes, insurance and
related costs of Station personnel, including managerial
staff, at the main studios, subject to any reimbursement by
Broker as provided herein.

1.6.2. STATION OPERATION. Broker shall employ and be responsible for
the salaries, commissions, taxes, insurance and other related
costs of all personnel (including air personalities,
engineering personnel, sales persons, traffic personnel, board
operators and other programming staff members) involved in the
production and broadcast of its programming. Broker may
establish, staff and maintain a remote control point for the
Station, subject to the control and oversight of the Licensee
and provided that Broker ensures that Licensee maintains the
ability to preempt Broker's programming at any time. Broker
shall pay for (i) all telephone calls associated with program
production and listener responses, (ii) any fees billed by
ASCAP, BMI and SESAC, and (iii) all other copyright fees
attributable to programming provided by Broker under this
Agreement.

1.6.3. LICENSEE EMPLOYEES. Broker is not required to hire any of
Licensee's employees.

1.7. OPERATION OF STATION

1.7.1. LICENSEE'S AUTHORITY. Notwithstanding anything to the contrary
in this Agreement, the Licensee shall retain exclusive
authority for the operation of the Station, including, without
limitation, the right (i) to accept or reject any programming
or advertisements proffered by Broker, (ii) to cancel or
preempt any programs proffered by Broker the broadcast of
which would not, in the Licensee's opinion, be in the public
interest, (iii) to substitute for any program proffered by
Broker a program deemed by the Licensee to

be of greater national, regional or local interest, (iv) to
require that time sales by Broker to political candidates
comply with law and policy regarding access, charges and equal
opportunities, and (v) to take any other action which the
Licensee deems necessary for compliance with federal, state
and local laws, including the Act and the rules and policies
of the FCC. At any time that Broker's personnel are using
Licensee's facilities, they shall be under the ultimate
direction, control and supervision of the Licensee's general
manager.

1.7.2. PRIOR NOTICE. The Licensee will use its best efforts to
provide Broker with reasonable prior notice of any intention
to cancel or preempt any programming proffered by Broker.

1.7.3. LICENSEE'S COMPLIANCE WITH ACT AND FCC REQUIREMENTS. Licensee
shall be solely responsible for the Station's compliance with
the Act as well as FCC rules and policies. Broker shall
provide information to the Licensee with respect to Broker's
programs to assist the Licensee in assessing the extent to
which such programming is responsive to the needs and
interests of each Station's service area and to enable the
Licensee to prepare reports and applications required by the
FCC and other governmental entities, including but not limited
to a quarterly list of community issues and responsive
programming and the children television programming reports.
Broker's programming shall comply with all FCC rules and
policies with regard to children's programming.

1.7.4. BROKER'S LIABILITIES. Broker shall be responsible for all
liabilities, debts and obligations with respect to the sale of
time on the Station and use of the Station's transmission
facilities after the Effective Date; provided, that nothing in
this subsection shall impose any liability on Broker for
Licensee's federal, state or local income taxes incurred as a
consequence of the operation of the Station. Broker shall
reimburse Licensee for any franchise, personal property or
real estate taxes incurred from and after the date hereof
until termination of this Agreement or consummation of the
Exchange Agreement.

1.8. STATION IDENTIFICATION. The Licensee shall be responsible for the
broadcast of required station identification announcements. Broker
shall make available to Licensee, without charge, such announcements
for such purpose as requested by Licensee and shall air such
announcements during the programming supplied by Broker.

1.9. FORCE MAJEURE. No breach of this Agreement shall be deemed to occur if
circumstances beyond the control of the Licensee cause any (i) damage
or malfunction in any Station's transmission facilities or (ii) delay
or interruption in the broadcast of programs.

1.10. RIGHT TO USE THE PROGRAMS. The right to use the Broker's programming
and to authorize its use in any manner in any media whatsoever shall
be, and remain, vested in Broker.

1.11. PAYOLA. Neither Broker nor its employees or designated agents shall
accept any consideration, compensation, gift or gratuity of any kind,
regardless of its value or form, including but not limited to a
commission, discount, bonus, material, supplies or other merchandise,
services or labor, whether or not pursuant to written contract or
agreement between Broker and merchants or advertisers, unless the
payer is identified in the program in accordance with the Act and FCC
rules and policies. Broker shall provide the Licensee with an
appropriate affidavit within 45 days of the Effective Date of this
Agreement and thereafter on an annual basis, and more frequently if
reasonably requested by Licensee, attesting to its compliance with
this section.

1.12. BROKER'S COMPLIANCE WITH LAW. Broker shall comply in all material
respects with all laws, rules, regulations and policies applicable to
Broker's performance under this Agreement or to which the Licensee is
subject in the operation of the transmission facilities and the
broadcast of programs.

2. REPRESENTATIONS AND WARRANTIES

2.1. MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and
warrants to the other that it is legally qualified, duly empowered and
expressly authorized to enter into this Agreement, and that the
execution, delivery and performance of this Agreement shall not
constitute a breach or violation of any agreement, contract or other
obligation to which either party is subject or by which it is bound.

2.2. LICENSEE'S REPRESENTATIONS AND WARRANTIES. Licensee represents and
warrants to Broker that it owns and holds the Licenses for the Station
and that each such License or authorization is in full force and
effect, unimpaired by any acts or omissions of Licensee or its agents.
Except as set forth in the schedules to the Exchange Agreement, there
is not now pending or, to the Licensee's knowledge, threatened any
action by or before the FCC to revoke, cancel, suspend, refuse to
renew or modify adversely the Licenses. To Licensee's knowledge, as of
the date of this Agreement, no event has occurred that does justify
or, after notice or lapse of time or both, would justify, the
revocation or termination of any License or the imposition of any
restrictions or modifications thereon that would adversely affect the
operation of any of the Station

as of the date of this Agreement. Licensee is not in material
violation of any statute, ordinance, rule, regulation, policy, order
or decree of any federal, state, or local governmental entity, court
or authority having jurisdiction over it or over any part of the
operations or assets of the Station, which violation would have a
material adverse effect on the Licenses, the Station assets, or
Licensee's ability to perform this Agreement. Licensee will not
dispose of, transfer, assign or pledge any of the Station assets
except with the prior written consent of Broker or except for
non-material assets disposed of in the ordinary course of business.

2.3. BROKER'S REPRESENTATIONS AND WARRANTIES

2.3.1. COMPLIANCE WITH LAW. Broker represents and warrants to
Licensee that Broker is not in material violation of any
statute, ordinance, rule, regulation, policy, order or decree
of any federal, state or local governmental entity, court or
authority having jurisdiction over it or over any part of its
operation or assets, which violation would have a material
adverse effect on Broker, its assets, or its ability to
perform this Agreement, or the operation of the Station, or
the FCC Licenses. Broker represents and warrants to Licensee
that Broker has full authority to broadcast its programming on
the Station and Programmer shall not broadcast any material in
violation of the Copyright Act or the rights of any third
party.

2.3.2. TRADE AND BARTER AGREEMENTS. During the term of this
Agreement, Broker shall broadcast, without charge, any
advertisements which Licensee is obligated to air under trade
or barter agreements in existence prior to the date of this
Agreement: provided, that the scope of Licensee's trade or
barter obligations as of the date hereof is set forth in
Schedule 1 annexed hereto; and provided further that such
advertisements will be aired on a run of schedule basis at a
time or times determined by Broker and preemptable for any
party who will pay cash for the time. Broker shall honor
Licensee's cash advertising agreements and programming
agreements that are in existence as of the date of this
Agreement and were entered into in the ordinary course of
business.

2.4. INDEMNIFICATION. Each party shall defend, indemnify and hold
harmless the other party and its partners, officers,
stockholders, directors, employees, agents, successors and
assigns, from and against any and all costs, losses, claims,
liabilities, fines, expenses, penalties, and damages
(including reasonable attorneys' fees) in connection with or
resulting from: (i) any breach or default under this Agreement
or (ii) any claim of any nature whatsoever made with respect
to programming supplied by the indemnifying party, including
without limitation, any liability for any fines imposed by the
FCC as a result of programming supplied by the indemnifying
party.

EVENTS OF DEFAULT

3.1. EVENTS OF DEFAULT. The following shall, after the expiration of the
applicable cure period provided for in Section 3.2, constitute an
Event of Default:

3.1.1. Broker's failure to timely make any payments to Licensee
required under this Agreement;

3.1.2. the default by either party hereto in the material observance
or performance of any material covenant, condition or
undertaking contained herein, or any material breach of the
Exchange Agreement by a party thereto.

3.1.3. if any material representation or warranty made by either
party (whether in this Agreement, the Exchange Agreement, the
KUWB Time Brokerage Agreement or in any certificate or
document furnished pursuant to the provisions of either
Agreement) shall prove to have been or become false or
misleading in any material respect and such condition is not
susceptible to timely cure or not cured within the period
allowed under either agreement.

3.2. CURE PERIOD. An Event of Default shall not be deemed to have occurred
until, in the case of payment of any money to Licensee, five (5)
business days, or in the case of any other default, twenty (20)
business days, after the nondefaulting party has provided the
defaulting party with written notice specifying the event or events
that, if not cured, would constitute an Event of Default and
specifying the action necessary to cure the Event of Default within
such period. Except as to defaults relating to the payment of money to
Licensee, this period may be extended for a reasonable period of time
if the defaulting party is acting in good faith to cure the default
and such default is not materially adverse to the other party.

4. TERMINATION

4.1. TERMINATION UPON DEFAULT. Upon the occurrence of an Event of Default,
the nondefaulting party may terminate this Agreement, unless the
latter party is also in default hereunder. The nondefaulting party
shall also have all rights and remedies at law or in equity upon the
occurrence of an Event of Default.

4.2. BROKER TERMINATION OPTION. Broker may terminate this Agreement at any
time if, notwithstanding anything in this Agreement to the contrary,
the Licensee cancels or preempts programming not in violation of this
Agreement proffered for broadcast by Broker during fifteen percent
(15%) or more of the total hours of operation of the Station during
any calendar month. In the event it elects to terminate this Agreement
pursuant to this section, Broker shall give Licensee notice of such
election within sixty (60) days of the last day of such month and at
least ninety (90) days prior to the termination date. Upon
termination, all sums owing Licensee shall be paid, and neither party
shall have any further liability to the other (except as provided
under Section 2.4).

4.3. LICENSEE TERMINATION OPTION. This Agreement shall terminate upon
termination of the KUWB Time Brokerage Agreement. Upon termination,
all sums owing Licensee shall be paid, and neither party shall have
any further liability to the other (except as provided under Section
2.4).

4.4. TERMINATION UPON GOVERNMENT ACTION. This Agreement may be terminated
under any one of the following circumstances: (i) by Broker, if the
FCC revokes, refuses to renew, or fails to extend any FCC
Authorization for any Station; (ii) by Broker or Licensee, as the case
may be, if the FCC or any other governmental agency with jurisdiction
over this agreement, by order, rule, or policy requires a modification
to this Agreement which is materially adverse to Broker and/or
Licensee; or (iii) by Broker or Licensee, if the FCC or any other
governmental agency with jurisdiction over this agreement, by order,
rule, or policy, requires the termination of this Agreement; provided,
that, if Licensee elects to contest the agency's proposed action, this
Agreement shall remain in effect if permitted under applicable law;
provided, that Licensee shall be responsible for the expenses it
incurs as a result of the agency proceeding; and provided further,
that Broker shall, at its own expense, cooperate and comply with any
reasonable request of Licensee to assemble and provide to Licensee
information relating to Broker's performance under this Agreement.

4.5. In the event of termination of this Agreement under this Section, (i)
Broker shall pay to the Licensee any monies due under this Agreement
but unpaid as of the date of termination; and (ii) Licensee shall
cooperate with Broker to the extent practicable to enable Broker to
fulfill advertising or other programming contracts for cash
compensation then outsanding, in which event the Licensee shall
receive such compensation payable to Broker therefor. Thereafter,
neither party shall have any liability to the other, except as
provided in Section 2.4.

4.6. PAYMENTS TO LICENSEE. Upon termination of this Agreement in accordance
with its terms (by an Event of Default, consummation of the Purchase
Agreement, or expiration of the term of this Agreement), Broker shall,
within ten (10) days of such termination, pay to Licensee all monies
due Licensee.

5. MISCELLANEOUS

5.1. INSURANCE. Licensee shall maintain in full force and effect such
insurance policies as carried by it on the Effective Date of this
Agreement with responsible and reputable insurance companies or
associations covering such risks (including fire and other risks
insured against by extended coverage, broadcaster's general liability,
including errors and omissions, invasion of privacy, libel and
defamation claims, public liability insurance, insurance for claims
against personal injury or death or property damage and such other
insurance as may be required by law) and in such amounts and on such
terms as is conventionally carried by broadcasters operating
television stations with facilities comparable to those of the
Station. Licensee shall cause Broker to be named as an additional
insured thereunder. Broker shall maintain similar insurance covering

its actions and omissions under this Agreement, including invasion of
privacy, libel and defamation claims based on Broker's programming,
and such other insurance as may be appropriate. Broker will cause
Licensee to be named as an additional insured thereunder. Any
insurance proceeds received by any party hereto for damaged property
will be used to repair or replace such property so that the operation
of the Station conforms with this Agreement. The premiums for any
insurance policies maintained by Licensee shall be included in the
expenses subject to reimbursement by Broker under Section 1.4 of this
Agreement.

5.2. NOTICES. All necessary notices, demands, requests and other
communications permitted or required under this Agreement shall be in
writing and shall be mailed by certified mail-return receipt requested
(postage prepaid) by hand; by telecopy or fax with confirmation of
receipt, or by overnight courier service (charges prepaid), and
addressed as follows (or to such other address as either party may
designate in writing to the other):

5.2.1. If to Broker:

▇▇▇▇▇▇▇ ▇▇▇▇▇
ACME Television of Utah, LLC
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

copy to:

▇▇▇▇▇ ▇. Paper, Esq.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

5.2.2. If to the Licensee:

▇▇▇▇▇▇ ▇▇▇▇▇▇, Chairman
▇▇▇▇▇▇ Salt Lake City License, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

copy to:

▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Dow ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PLLC
Suite 800
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇

5.2.3. Such notices shall be effective upon delivery.

5.3. WAIVER. No waiver of any provision of this Agreement shall be
effective unless in writing. Such waiver shall be effective only in
the specific instance and for the purpose for which given.

5.4. CONSTRUCTION. This Agreement shall be construed in accordance with the
laws of the State of Delaware without regard to conflict of laws
provisions.

5.5. HEADINGS. The headings contained in this Agreement are included for
convenience only and no heading shall alter the meaning of any
provision.

5.6. ASSIGNMENT. This Agreement may not be assigned by either party without
the prior written consent of the other: provided, that Broker may
assign, without Licensee's consent, its rights and obligations under
this Agreement to any other party to whom Broker assigns its rights as
permitted under the Exchange Agreement.

5.7. COUNTERPART SIGNATURE. This Agreement may be signed in one or more
counterparts, and all counterparts shall be deemed to be one and the
same document.

5.8. ENTIRE AGREEMENT. This Agreement and the Purchase Agreement embody the
entire agreement between the parties and supersede any and all prior
and contemporaneous agreements and understandings, oral or written. No
amendment of this Agreement shall be valid unless embodied in a
document executed by both parties.

5.9. NO PARTNERSHIP OR JOINT VENTURE CREATED. Nothing in this Agreement
shall be construed to make the Licensee and Broker partners or part of
a joint venture or to vest any rights in any third party.

5.10. SEVERABILITY OF PROVISIONS. Except as set forth in Section REF
_Ref412027509 \r \h ~4.3 hereto, in the event any provision contained
in this Agreement is held to be invalid, illegal or unenforceable by
the FCC or any court of competent jurisdiction, such holding shall not
affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had
not be contained herein.

5.11. LITIGATION PROCEDURES AND EXPENSES. If either party initiates any
formal legal action to enforce its rights hereunder, the prevailing
party shall be reimbursed by the other party for all reasonable
expenses incurred thereby, including reasonable attorney's fees.

IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first written above.

ACME TELEVISION OF UTAH, LLC

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
President

▇▇▇▇▇▇ SALT LAKE CITY LICENSE, INC.

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Chairman

▇▇▇▇▇▇ COMMUNICATIONS OF
SALT LAKE CITY-30, INC.

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Chairman

1 EXHIBIT 10.2 TIME BROKERAGE AGREEMENT

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