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                                                                    Exhibit 10.3


                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

      THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "AMENDMENT") is entered
into as of August 26, 2003, by and between ACME Communications, Inc., a Delaware
corporation (the "COMPANY"), and Thomas D. Allen ("Executive," together with the
Company, the "PARTIES," and each a "PARTY").

                                    RECITALS

      WHEREAS, the Parties desire to amend certain terms of the Employment
Agreement, dated October 5, 1999, by and between the Company and Executive (the
"EMPLOYMENT AGREEMENT").

      NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, receipt of which is hereby
acknowledged, the Parties covenant and agree with each other as follows:

                                   AGREEMENT

1.    DEFINITIONS. Capitalized terms used herein without definitions have the
meanings ascribed to such terms in the Employment Agreement.

2.    MODIFICATIONS.

A.    Section 1.2 is hereby deleted and restated in its entirety as follows:

      1.2   TERM. Executive will be employed until September 30, 2006, unless
            Executive's employment is terminated before that date pursuant to
            the provisions hereof.

B.    Section 2.1.1 is hereby deleted and restated in its entirety as follows:

      2.1.1 BASE SALARY. A base salary ("Base Salary") of $387,750 per annum
            payable in semi-monthly installments in accordance with the
            Company's normal payroll practices.

3.    TERMINATION DUE TO CHANGE IN CONTROL

A.    In the event that the Executive's employment is terminated as a result in
      a Change of Control (as defined herein), then Employee shall be entitled
      to received his Base Salary and the benefits described in Paragraph 2.1.4
      of the Employment Agreement for the lesser of (1) the balance of the Term
      or (2) one-year from the date of termination.

B.    Change in Control shall be defined as either (1) approval by the
      stockholders of the Corporation of the dissolution or liquidation of the
      Corporation or (2) consummation of a
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      merger, consolidation, or other reorganization, with or into, or the sale
      of all or substantially all of the Corporation's business and/or assets as
      an entirety to, one or more entities that are not Subsidiaries or other
      affiliates of the Company (a "Business Combination"), unless as a result
      of the Business Combination more than 50% of the outstanding voting power
      generally in the election of directors of the surviving or resulting
      entity or a parent thereof immediately after the reorganization are, or
      will be, owned, directly or indirectly, by holders of the Corporation's
      voting securities immediately before the Business Combination, or (3) any
      "Person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
      Act other than the Company becomes the beneficial owner (as defined in
      Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
      of the Corporation representing more than 50% of the combined voting power
      of the Corporation's then outstanding securities entitled to then vote
      generally in the election of directors of the Corporation

4.    MISCELLANEOUS

      A.    Except as specifically amended by this Amendment, the Employment
      Agreement will remain in full force and effect. In the event the terms of
      this Amendment conflict with the terms of the Employment Agreement, the
      terms of this Amendment will control.

      B.    This Amendment may be executed in counterparts, each of which will
      be deemed an original and all of which together will constitute one and
      the same instrument.

      C.    This Amendment will be governed by and construed in accordance with
      the laws of the State of California applicable to agreements executed and
      to be performed entirely therein.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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      IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.



ACME COMMUNICATIONS, INC.



/s/ Douglas E. Gealy
-------------------------------
    Douglas E. Gealy
    President



/s/ Thomas D. Allen
------------------------------
    Thomas D. Allen