<PAGE>   1
                                                                   EXHIBIT 10.77

                             MASTER LEASE AGREEMENT


                                 Date 10/25/99


Lessor:

BANKERS COMMERCIAL CORPORATION
445 South Figueroa Street
Los Angeles, CA 90071

Lessee:

ACME TELEVISION, L.L.C.
2101 East 4th Street
Santa Ana, CA 92705


Co-Lessees:

<TABLE>
<CAPTION>

<S>                                  <C>                                    <C>
ACME TELEVISION OF NEW MEXICO,         ACME TELEVISION OF TENNESSEE,          ACME TELEVISION OF WISCONSIN,
L.L.C.                                 L.L.C.                                 L.L.C.
KWBQ-19                                WBXX-20                                WIWB-14
8341 Washington N.E.                   10427 Cogdill Road, Ste 100            975 Parkview Road, Ste 4
Albuquerque, NM 87113                  Knoxville, TN 37932                    Green Bay, WI 54304
Tel:  (505) 797-1919                   Main:  (423) 777-9220                  Tel:  (920) 983-9014
Fax:  (505) 344-1145                   Fax:  (423) 777-9221                   Fax:  (920) 983-9424

ACME TELEVISION OF MISSOURI, INC.      ACME TELEVISION OF FLORIDA, L.L.C.     ACME TELEVISION OF OHIO, L.L.C.
KPLR-11                                WTVK-6                                 WBDT-26
4935 Lindell Boulevard                 3451 Bonita Bay Blvd. Ste 101          2675 Dayton Road
St. Louis, MO 63108                    Bonita Springs, FL 34134               Springfield, OH 45506
Tel:  (314) 367-7211                   Tel:  (941) 498-4600                   Tel:  (937) 323-0026
Fax:  (314) 454-6480                   Fax:  (941) 498-0146                   Fax:  (937) 323-1912

ACME TELEVISION OF UTAH, L.L.C.        ACME TELEVISION OF OREGON, L.L.C.      ACME TELEVISION OF ILLINOIS, L.L.C.
KUWB-30                                KWBP-32                                WBUI-23
6135 S. Stratler                       10255 SW Arctic Drive                  2510 Parkway Court
Murray, UT 84107                       Beaverton, OR 97005                    Decatur, IL 62526
Tel:  (801) 281-0330                   Main:  (503) 644-3232                  Tel:  (217) 428-2323
Fax:  (801) 281-4503                   Fax:   (503) 626-3576                  Fax:  (217) 428-6455


</TABLE>

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                         TERMS AND CONDITIONS OF LEASE

The undersigned Lessee hereby requests Lessor to purchase the personal property
described in any Equipment Schedule hereunder (herein called "Equipment") from
the supplier(s) listed in any Equipment Schedule hereunder (herein called
"Vendor" and/or "Manufacturer", as applicable) and to lease the Equipment to
Lessee on the terms and conditions of the lease set forth below. Lessor hereby
leases to Lessee, and Lessee hereby leases from Lessor, the Equipment upon the
following terms and conditions:

1.   LEASE NON-CANCELLABLE. This lease and any Equipment Schedule hereto cannot
     be cancelled or terminated except as expressly provided herein. Lessee
     agrees that its obligation to pay all rent and other sums payable
     hereunder and the rights of Lessor in and to such rent are absolute and
     unconditional and are not subject to any abatement, reduction, setoff,
     defense, counterclaim or recoupment due or alleged to be due to, or by
     reason of, any past, present or future claims which Lessee may have
     against Lessor, any assignee, any Manufacturer or Vendor, or against any
     person for any reason whatsoever.

2.   EQUIPMENT ORDERING. Lessee shall arrange for delivery of the Equipment so
     that it can be accepted in accordance with Paragraph 3 hereof within 90
     days after the date on which Lessor accepts Lessee's offer to enter into
     this lease with respect to any Equipment Schedule or by such other date as
     may be set forth in an Equipment Schedule or Approval Letter issued by
     Lessor as the Approval Expiration Date. Unless otherwise specified on the
     Equipment Schedule, Lessee shall be responsible for all transportation,
     packing, installation, testing and other charges in connection with the
     delivery, installation and use of the Equipment. Lessee hereby authorizes
     Lessor to insert in any Equipment Schedule hereunder the serial numbers
     and other identification data of Equipment when determined by Lessor.

3.   ACCEPTANCE OF EQUIPMENT. Lessee acknowledges that for purposes of
     receiving or accepting the Equipment from Vendor, Lessee is acting on
     Lessor's behalf. Upon delivery of the Equipment to Lessee and Lessee's
     inspection thereof, Lessee shall furnish Lessor a written statement (a)
     acknowledging receipt of the Equipment in good condition and repair and
     (b) accepting it as satisfactory in all respects for the purposes of this
     lease (the "Certificate of Acceptance"). Unless otherwise set forth in the
     applicable Equipment Schedule, the first day of the month following
     receipt and acceptance of the Equipment covered by an Equipment Schedule
     shall be the Rent Commencement Date therefor. However, should Lessee have
     a previous lease with Lessor which is active at the time of acceptance of
     the Equipment under the Equipment Schedule and said lease and the current
     Equipment Schedule hereunder shall have the same invoice address then the
     Rent Commencement Date shall occur in the month immediately following
     acceptance of the Equipment on the rent payment due date established with
     Lessee for said previous active lease. Lessor is authorized to fill in on
     any Equipment Schedule hereunder the Rent Commencement Date in accordance
     with the foregoing.

4.   TERMINATION BY LESSOR. If, by the Approval Expiration Date, the Equipment
     described in any Equipment Schedule has not been delivered to Lessee and
     accepted by Lessee as provided in Paragraph 3 hereof, or if other
     conditions of Lessor's Approval Letter, if any, have not been met, then
     Lessor may, at its option, terminate this lease and its obligations
     hereunder with respect to such Equipment Schedule at any time after the
     expiration of such 90 days or any date after the Approval Expiration Date,
     as applicable. Lessor shall give Lessee written notice whether or not it
     elects to exercise such option within 10 days after Lessor's receipt of
     Lessee's written request for such notice.

5.   NO WARRANTIES BY LESSOR. Lessee has selected the Equipment and may have
     entered into certain purchase, licensing, or maintenance agreements with
     the Vendor and/or Manufacturer (herein referred to as an "Acquisition
     Agreement") covering the Equipment as further described in Paragraph 26
     hereof. If Lessee has entered into any Acquisition Agreement, each
     agreement shall provide for certain rights and obligations of the parties
     thereto with respect to the Equipment, and Lessee shall perform all of the
     obligations set forth in each Acquisition Agreement as if this lease did
     not exist. LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER
     WHATSOEVER, INCLUDING THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY
     OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE
     LEASES THE EQUIPMENT "AS IS." LESSOR SHALL HAVE NO LIABILITY FOR ANY LOSS,
     DAMAGE OR EXPENSE OF ANY KIND WHATSOEVER RELATING THERETO, INCLUDING
     WITHOUT LIMITATION ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
     DAMAGES OF ANY CHARACTER.

6.   CLAIMS AGAINST VENDOR AND/OR MANUFACTURER. If the Equipment is not
     properly installed, does not operate as represented or warranted by Vendor
     and/or Manufacturer, or is unsatisfactory for any reason, Lessee shall make

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<PAGE>   3
     any claim on account thereof solely against Vendor and/or Manufacturer
     pursuant to the Acquisition Agreement, if any, and shall, nevertheless, pay
     Lessor all rent payable under this lease. All warranties from Vendor and/or
     Manufacturer are, to the extent they are assignable, hereby assigned to
     Lessee for the term of the lease or until an Event of Default occurs
     hereunder, for Lessee's exercise at Lessee's expense. Lessee may directly
     inquire with Vendor and/or Manufacturer to receive an accurate and complete
     statement of such warranties, including any disclaimers or limitations of
     such warranties or of any remedies with respect thereto.

7.   VENDOR NOT AN AGENT. Lessee understands and agrees that neither Vendor, nor
     any sales representative or other agent of Vendor, is an agent of Lessor.
     Sales representatives or agents of Vendor, and persons that are not
     employed by Lessor (including brokers and agents) are not authorized to
     waive or alter any term or condition of this lease, and no representation
     as to the Equipment or any other matter by Vendor or any other person that
     is not employed by Lessor (including brokers and agents) shall in any way
     affect Lessee's duty to pay the rent and perform its other obligations as
     set forth in this lease.

8.   TERM. The term of this lease shall be comprised of an Interim Term and a
     Basic Term. The Interim Term shall commence on the date the Certificate of
     Acceptance is executed by Lessee (the "Acceptance Date") and terminate on
     the Rent Commencement Date. The Basic Term of the Lease shall begin on the
     Rent Commencement Date, and shall terminate on the later of (i) the last
     day of the last month of the Basic Term (as that Term is set forth in the
     applicable Equipment Schedule hereto) or (ii) the date Lessee fulfills all
     Lessee's obligations hereunder.

9.   RENTAL. The rental amount payable to Lessor by Lessee for the Equipment
     will be set forth in the Equipment Schedule(s) ("Rental Amount"). As the
     first rent payment for the Equipment, Lessee shall pay Lessor in
     immediately available funds on the Rent Commencement Date the sum of, (i)
     the Rental Amount, and (ii) Interim Rent in an amount equal to 1/30th of
     the Rental Amount times the number of days from and including the
     Acceptance Date through but excluding the Rent Commencement Date, and
     subsequent rent payments shall be due on the same day of each calendar
     period as indicated on the Equipment Schedule for the balance of the Basic
     Term. Rent payments shall be due whether or not Lessee has received any
     notice that such payments are due. All rent payments shall be paid to
     Lessor at its address set forth on the Equipment Schedule or as otherwise
     directed by Lessor in writing.

10.  RENEWAL. If no default shall have occurred and be continuing, Lessee shall
     be entitled to renew the lease with respect to all, but not less than all,
     of the Equipment covered by an Equipment Schedule for a minimum 12 month
     period at an amount equal to the fair market rental value thereof, in use
     and operational, in the condition required by the lease, payable on a
     periodic basis, as mutually agreed by Lessor and Lessee ("Renewal Rent").
     Lessee must give Lessor written notice of its intention to exercise said
     option, which notice must be received by Lessor at least 120 days before
     expiration of the Basic Term. The first installment of the Renewal Rent
     shall be due at expiration of the Basic Term of the lease. Should Lessee
     fail to comply with the provisions described above covering renewal, upon
     expiration of the Basic Term, the term of the lease shall be automatically
     extended for a term of 3 months. Thereafter, the term of the lease will be
     extended for subsequent full month periods, on a month to month basis,
     until Lessee has given at least 120 days written notice terminating the
     lease. Such termination will take effect upon completion of all Lessee's
     obligations under the lease (including payment of all periodic rental
     payments due during such 120-day period, as provided in Paragraph 9 of the
     lease). At any time after the expiration of the Basic Term, if the lease
     has been automatically extended as set forth herein, Lessor reserves the
     right to terminate the lease by 30 days written notice to Lessee.

11.  LOCATION; INSPECTION; LABELS. The Equipment shall be delivered to and shall
     not be removed without Lessor's prior written consent from the "Equipment
     Location" shown on the related Equipment Schedule, or if none is specified,
     Lessee's billing address shown on the Equipment Schedule. Lessor shall have
     the right to inspect the Equipment at any reasonable time. If Lessor
     supplies Lessee with labels stating that the Equipment is owned by Lessor,
     Lessee shall affix such labels to and keep them in a prominent place on the
     Equipment.

12.  REPAIRS; USE; ALTERATIONS. Lessee, at its own cost and expense, shall keep
     the Equipment in good repair and working order, in the same condition as
     when delivered to Lessee, reasonable wear and tear excepted, and in
     accordance with the manufacturer's recommended specifications; shall use
     the Equipment lawfully; shall not alter the Equipment without Lessor's
     prior written consent, shall use the Equipment in compliance with any
     existing Manufacturer's service and warranty requirements and any insurance
     policies applicable to the Equipment and shall furnish all parts and
     servicing required therefor. All parts, repairs, additions, alterations and
     attachments placed on or incorporated into the Equipment which cannot be
     removed without damage to the Equipment shall immediately become part of
     the Equipment and shall be the property of




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         the Lessor. Lessee will obtain and maintain all permits, licenses and
         registrations necessary to lawfully operate the facility where the
         Equipment is located. Lessee shall comply with all applicable
         environmental and industrial hygiene laws, rules and regulations
         (including but not limited to federal, state, and local environmental
         protection, occupational, health and safety or similar laws, ordinances
         and restrictions). Lessee shall, not later than 5 days after the
         occurrence, provide Lessor with copies of any report required to be
         filed with governmental agencies regulating environmental claims.
         Lessee shall immediately notify Lessor in writing of any existing,
         pending or threatened investigation, inquiry, claim or action by any
         governmental authority in connection with any law, rule or regulation
         relating to industrial hygiene or environmental conditions that could
         affect the Equipment.

13.      MAINTENANCE. If the Equipment is such that Lessee is not normally
         capable of maintaining it, Lessee, at its expense, shall enter into
         and maintain in full force and effect throughout the Basic Term, and
         any renewal term, vendor and/or Manufacturer's standard maintenance
         contract, and shall comply with all its obligations thereunder. An
         alternate source of maintenance may be used with Lessor's prior
         written consent. Such consent shall be granted if, in Lessor's
         reasonable opinion, the Equipment will be maintained in an equivalent
         state of good repair, condition and working order.

14.      SURRENDER. Provided that Lessee does not exercise the purchase option
         as set forth in Paragraph 28 hereof, upon the expiration of the Basic
         Term, or any renewal term, or upon demand by Lessor made pursuant to
         Paragraph 22 of the lease, Lessee, at its expense, shall return all,
         but not less than all of the Equipment by delivering it to such place
         or on board such carrier, packed for shipping, as Lessor may specify.
         Lessee agrees that the Equipment, when returned, shall be in the same
         condition as when delivered to Lessee, reasonable wear and tear
         excepted, and in a condition which will permit Lessor to be eligible
         for Manufacturer's standard maintenance contract without incurring any
         expense to repair or rehabilitate such Equipment. Lessee shall be
         liable for reasonable and necessary expenses to place the Equipment in
         such condition. Lessee shall remain liable for the condition of the
         Equipment until it is received and accepted at the destination
         designated by Lessor as set forth above. If any items of Equipment are
         missing or damaged when returned, such occurrence shall be treated as
         an event of Loss or Damage with respect to such missing or damaged
         items and shall be subject to the terms specified in Paragraph 15
         below. Lessee shall provide Lessor with a Letter of Maintainability
         from the Manufacturer of the Equipment, which letter shall state that
         the Equipment will be eligible for the Manufacturer's standard
         maintenance contract when sold or leased to a third party. Lessee
         shall give Lessor prior written notice that it is returning the
         Equipment as provided above, and such notice must be received by
         Lessor at least 120 days prior to such return. Should Lessee fail to
         comply with the provisions described above covering surrender, upon
         expiration of the Basic Term, the term of the lease shall be
         automatically extended for a term of 3 months. Thereafter, the term of
         the lease will be extended for subsequent full month periods, on a
         month to month basis, until Lessee has given at least 120 days written
         notice terminating the lease. Such termination will take effect upon
         completion of all Lessee's obligations under the lease (including
         payment of all periodic rental payments due during such 120-day
         period, as provided in Paragraph 9 of the lease). At any time after
         the expiration of the Basic Term, if the lease has been automatically
         extended as set forth herein, Lessor reserves the right to terminate
         the lease by 30 days written notice to Lessee.

15.      LOSS OR DAMAGE. Lessee shall bear the entire risk of loss, theft,
         destruction of or damage to the Equipment or any item thereof (herein
         "Loss or Damage") from any cause whatsoever. No Loss or Damage shall
         relieve Lessee of the obligation to pay rent or of any other
         obligation under this lease. In the event of Loss or Damage, Lessee,
         at the option of Lessor, shall: (a) place the same in good condition
         and repair, (b) replace the same with like equipment acceptable to
         Lessor in good condition and repair with clear title thereto in
         Lessor; or (c) pay to Lessor the total of the following amounts; (i)
         the total rent and other amounts due and owing at the time of such
         payment, plus (ii) an amount calculated by Lessor which is the present
         value at 5% per annum simple interest discount of all rent and other
         amounts payable by Lessee with respect to said item from date of such
         payment to date of expiration of its Basic Term, plus (iii) the
         "reversionary value" of the Equipment, which shall be determined by
         Lessor as the total cost of the Equipment less 60% of the total rent
         (net of sales/use taxes, if any) required to be paid pursuant to
         Paragraph 9. Upon Lessors receipt of such payment, Lessee and/or
         Lessee's insurer shall be entitled to Lessor's interest in said item,
         for salvage purposes, in its then condition and location, "as-is",
         without any warranty, express or implied.

16.      INSURANCE. Lessee shall provide, maintain and pay for (a) all risk
         property insurance against the loss or theft of or damage to the
         Equipment, for the full replacement value thereof, naming Lessor as a
         loss payee, and (b) commercial general liability insurance (and if
         Lessee is a doctor, hospital or other health care provider, medical
         malpractice insurance). All such policies shall name Lessor as an
         additional insured and shall have combined single limits in amounts
         acceptable to Lessor. All such insurance policies shall be endorsed to
         be primary and non-contributory to any policies maintained by Lessor.
         In addition Lessee shall cause Lessor to be named as an additional
         insured on any excess or umbrella policies purchased by

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        Lessee. A copy of each paid-up policy evidencing such insurance
        (appropriately authenticated by the insurer) or a certificate of the
        insurer providing such coverage proving that such policies have been
        issued, providing the coverage required hereunder shall be delivered to
        Lessor prior to the Rent Commencement Date. All insurance shall be
        placed with companies satisfactory to Lessor and shall contain the
        insurer's agreement to give 30 days written notice to Lessor before
        cancellation or any material change of any policy of insurance.

17.     TAXES. Lessee shall reimburse to Lessor (or pay directly if, but
        only if, instructed by Lessor) all charges and taxes (local, state and
        federal) which may now or hereafter be imposed or levied upon the sale,
        purchase, ownership, leasing, possession or use of the Equipment;
        excluding, however, all income taxes levied on (a) any rental payments
        made to Lessor hereunder, (b) any payment made to Lessor in connection
        with Loss or Damage to the Equipment under Paragraph 15 hereof, or (c)
        any payment made to Lessor in connection with Lessee's exercise of its
        purchase option under Paragraph 28 hereof.

18.     LESSOR'S PAYMENT. If Lessee fails to provide or maintain said insurance,
        to pay said taxes, charges and fees, or to discharge any levies, liens
        and encumbrances created by Lessee, Lessor shall have the right, but
        shall not be obligated, to obtain such insurance, pay such taxes,
        charges and fees, or effect such discharge. In that event, Lessee shall
        remit to Lessor the cost thereof with the next rent payment.

19.     INDEMNITY

        (a) General Indemnity. Lessee shall indemnify Lessor against and hold
        Lessor harmless from any and all claims, actions, damages, costs,
        expenses including reasonable attorneys' fees, obligations, liabilities
        and liens (including any of the foregoing arising or imposed under the
        doctrines of "strict liability" or "product liability" and including
        without limitation the cost of any fines, remedial action, damage to the
        environment and cleanup and the fees and costs of consultants and
        experts), arising out of the manufacture, purchase, lease, ownership,
        possession, operation, condition, return or use of the Equipment, or by
        operation of law, excluding however, any of the foregoing resulting
        from the gross negligence or willful misconduct of Lessor. Lessee agrees
        that upon written notice by Lessor of the assertion of such a claim,
        action, damage, obligation, liability or lien, Lessee shall assume full
        responsibility for the defense thereof. Lessee's choice of counsel shall
        be mutually acceptable to both Lessee and Lessor. This indemnity also
        extends to any environmental claims arising out of or relating to prior
        acts or omissions of any party whatsoever. The provisions of this
        paragraph shall survive termination of this lease with respect to events
        occurring prior to such termination.

        (b) Tax Indemnity. Lessee acknowledges that Lessor shall be entitled to
        all tax benefits of ownership with respect to the Equipment (the "Tax
        Benefits"), including but not limited to, (i) the accelerated cost
        recovery deductions determined in accordance with Section 168(b)(1) of
        the Internal Revenue Code of 1986 for the Equipment based on the
        original cost of the Equipment to Lessor (ii) deductions for interest on
        any indebtedness incurred by Lessor to finance the Equipment and (iii)
        sourcing of income and losses attributable to this lease to the United
        States. Lessee represents that the Equipment shall be depreciable for
        Federal tax purposes utilizing the MACRS Recovery Period as set forth in
        the Equipment Schedule, with such depreciation commencing as of the date
        of Equipment acceptance by Lessee as set forth on the Certificate of
        Acceptance. Lessee agrees to take no action inconsistent with the
        foregoing or any action which would result in the loss, disallowance or
        unavailability to Lessor of all or any part of the Tax Benefits. Lessee
        hereby indemnifies and holds harmless Lessor and its assigns from and
        against (i) the loss, disallowance, unavailability or recapture of all
        or any part of the Tax Benefits resulting from any action, statement,
        misrepresentation or breach of warranty or covenant by Lessee of any
        nature whatsoever including but not limited to the breach of any
        representations, warranties or covenants contained in this paragraph,
        plus (ii) all interest, penalties, fines or additions to tax resulting
        from such loss, disallowance, unavailability or recapture, plus (iii)
        all taxes required to be paid by Lessor or upon receipt of the indemnity
        set forth, in this paragraph. Any payments made by Lessee to reimburse
        Lessor for lost Tax Benefits shall be calculated (i) on the assumption
        that Lessor is subject to the maximum Federal Corporate Income Tax with
        respect to each year and that all Tax Benefits are currently utilized,
        and (ii) without regard to whether Lessor or any members of a
        consolidated group of which Lessor is also a member is then subject to
        any increase in tax as a result of the loss of Tax Benefits. For the
        purposes of this paragraph, "Lessor" includes for all tax purposes the
        consolidated taxpayer group of which Lessor is a part.

        (c) Payment. The amounts payable pursuant to this Paragraph 19 shall be
        payable upon demand of Lessor, accompanied by a statement describing in
        reasonable detail such claim, action, damage, cost, expense, fee,
        obligation, liability, lien or tax and setting forth the computation of
        the amount so payable, which computation shall be binding and conclusive
        upon Lessee, absent manifest error. The indemnities and assumptions of
        liabilities and obligations contained in this Paragraph 19 shall
        continue in full force and effect notwithstanding the expiration or
        other termination of this Lease.


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<PAGE>   6
20.  ASSIGNMENT. Without Lessor's prior written consent, Lessee shall not
     assign, transfer, pledge, hypothecate or otherwise dispose of this lease,
     the Equipment, or any interest therein. Without Lessor's prior written
     consent, Lessee shall not sublet or lend the Equipment or permit it to be
     used by anyone other than Lessee or Lessee's employees. Lessor may assign
     this lease in whole or in part without notice to Lessee. If Lessee is given
     notice of such assignment it agrees to acknowledge receipt thereof in
     writing. Each such assignee shall have all of the rights, but none of the
     obligations, of Lessor under this lease. Lessee shall not assert against
     assignee any defense, counterclaim or offset that Lessee may have against
     Lessor. Notwithstanding any such assignment, Lessor warrants that Lessee
     shall quietly enjoy use of the Equipment subject to the terms and
     conditions of this lease so long as Lessee is not in default hereunder.
     Subject to the foregoing, this lease inures to the benefit of and is
     binding upon the successors and assigns of the parties hereto.

21.  DEFAULT; REMEDIES. Any of the following shall constitute an Event of
     Default: If (a) Lessee fails to pay when due any rent or other amount
     required herein to be paid by Lessee, or (b) Lessee makes an assignment for
     the benefit of creditors, whether voluntary or involuntary, or (c) a
     petition is filed by or against Lessee under any bankruptcy, insolvency or
     similar legislation, or (d) Lessee violates or fails to perform any
     provision of either this lease or any Acquisition Agreement, or violates or
     fails to perform any covenant or representation made by Lessee herein, or
     (e) Lessee makes a bulk transfer of furniture, furnishings, fixtures or
     other equipment or inventory, or (f) Lessee ceases doing business as a
     going concern or terminates its existence, or (g) Lessee consolidates with,
     merges with or into, or conveys or leases all or substantially all of its
     assets as an entirety to any person or engages in any other form of
     reorganization, or there is a change in the legal structure of Lessee, in
     each case which results, in the opinion of Lessor, in a material adverse
     change in Lessee's ability to perform its obligations under this lease, or
     (h) any representation or warranty made by Lessee in this lease or in any
     other document or agreement furnished by Lessee to Lessor shall prove to
     have been false or misleading in any material respect when made or when
     deemed to have been made, or (i) Lessee shall be in default under any
     material obligation for the payment of borrowed money or the deferred
     purchase price of, or for the payment of any rent due with respect to, any
     real or personal property, or (j) Lessee shall be in default under any
     other agreement now existing or hereafter made with Lessor or any of
     Lessor's affiliates, or (k) any event or condition described in the
     foregoing clauses (b), (c), (e), (f), (g), (h) (in clauses (g) and (h)
     substituting the phrase "guaranty or other credit support document" for the
     word "lease"), (i) or (j) shall have occurred with respect to any guarantor
     of, or other party liable in whole or in part for, Lessee's obligations
     hereunder, or such guarantor or other party shall have defaulted in the
     observance or performance of any covenant, condition or agreement to be
     observed or performed by it under the guaranty or other credit support
     document pursuant to which it is liable for Lessee's obligations hereunder,
     or such guaranty or other credit support document shall have been revoked
     or terminated or shall have otherwise ceased, for any reason, to be in full
     force and effect. An Event of Default with respect to any Equipment
     Schedule shall constitute an Event of Default for all Equipment Schedules.
     Lessee shall promptly notify Lessor of the occurrence of any Event of
     Default.

If an Event of Default occurs, Lessor shall have the right to exercise any one
     or more of the following remedies in order to protect the interests and
     reasonably expected profits and bargains of Lessor: (a) Lessor may
     terminate this lease with respect to all or any part of the Equipment, (b)
     Lessor may recover from Lessee all rent and other amounts then due and as
     they shall thereafter become due hereunder, (c) Lessor may take possession
     of any or all items of Equipment wherever the same may be located, without
     demand or notice, without any court order or other process of law and
     without liability to Lessee for any damages occasioned by such taking of
     possession, and any such taking of possession shall not constitute a
     termination of this lease, (d) Lessor may recover from Lessee, with respect
     to any and all items of Equipment, and with or without repossessing the
     Equipment the sum of (1) the total amount due and owing to Lessor at the
     time of such default, plus (2) an amount calculated by Lessor which is the
     present value at 5% per annum simple interest discount of all rent and
     other amounts payable by Lessee with respect to said item(s) from date of
     such payment to date of expiration of its Basic Term, plus (3) the
     "reversionary value" of the Equipment, which shall be determined by Lessor
     as the total cost of the Equipment less 60% of the total rent (net of
     sales/use taxes, if any) required to be paid pursuant to Paragraph 9, and
     which the parties agree is a reasonable estimate of such value; and upon
     the payment of all amounts described in clauses (1), (2) and (3) above,
     Lessee will become entitled to the Equipment AS IS, WHERE IS, without
     warranty whatsoever provided however, that if Lessor has repossessed or
     accepted the surrender of the Equipment, Lessor shall sell, lease or
     otherwise dispose of the Equipment in a commercially reasonable manner,
     with or without notice and on public or private bid, and apply the net
     proceeds thereof (after deducting all expenses, including attorneys' fees
     incurred in connection therewith), to the sum of (1), (2) and (3) above,
     and (e) Lessor may pursue any other remedy available at law or in equity,
     including but not limited to seeking damages or specific performance and/or
     obtaining an injunction.

     No right or remedy herein conferred upon or reserved to Lessor is exclusive
     of any right or remedy herein or by law or equity provided or permitted;
     but each shall be cumulative of every other right or remedy given hereunder
     or now or hereafter


                                    6 of 10

<PAGE>   7
     existing at law or in equity or by statute or otherwise, and may be
     enforced concurrently therewith or from time to time, but Lessor shall not
     be entitled to recover a greater amount in damages than Lessor could have
     gained by receipt of Lessee's full, timely and complete performance of its
     obligations pursuant to the terms of this lease plus accrued delinquent
     payments under Paragraph 22.


22.  DELINQUENT PAYMENTS.
     (a) Service Charge.  Since it would be impractical or extremely difficult
     to fix Lessor's actual damages for collecting and accounting for a late
     payment, if any payment to Lessor required herein (including, but not
     limited to, rental, renewal, tax, purchase and other amounts) is not paid
     on or before its due date, Lessee shall pay to Lessor an amount equal to 5%
     of any such late payment.

     (b) Interest.  Lessee shall also pay interest on any such late payment from
     the due date thereof until the date at the lesser of 18% per annum or the
     maximum rate allowed by law.

23.  LESSOR'S EXPENSE. Lessee shall pay Lessor all costs and expenses, including
     attorneys' fees and the fees of collection agencies, incurred by Lessor in
     enforcing any of the terms, conditions, or provisions hereof or in
     protecting Lessor's rights herein. Lessee's obligation hereunder includes
     all such costs and expenses expended by Lessor (a) prior to filing of an
     action, (b) in connection with an action which is dismissed, and (c) in the
     enforcement of any judgment. Lessee's obligation to pay Lessor's attorneys'
     fees incurred in enforcing any judgment is a separate obligation of Lessee,
     severable from Lessee's other obligations hereunder, which obligation will
     survive such judgment and will not be deemed to have been merged into such
     judgment.

24.  OWNERSHIP; PERSONAL PROPERTY.  The Equipment shall at all times remain the
     property of Lessor and Lessee shall have no right, title or interest
     therein or thereto except as expressly set forth in this lease and the
     Equipment shall at all times be and remain personal property
     notwithstanding that the Equipment or any part thereof may now be, or
     hereafter become, in any manner, affixed or attached to real property or
     any improvements thereon.

25.  NOTICES.  Service of all notices under this lease shall be sufficient if
     given personally or mailed to the respective party at its address set forth
     on any Equipment Schedule, or at such address as either party may provide
     in writing from time to time. Any such notice mailed to said address shall
     be effective when deposited in the United States mail, duly addressed and
     with postage prepaid.

26.  ACQUISITION AGREEMENTS.  If the Equipment is subject to any Acquisition
     Agreement, Lessee, as part of this lease, transfers and assigns to Lessor
     all of its rights, but none of its obligations (except for Lessee's
     obligation to pay for the Equipment conditioned upon Lessee's acceptance in
     accordance with Paragraph 3), in and to the Acquisition Agreement,
     including but not limited to the right to take title to the Equipment.
     Lessee shall indemnify and hold Lessor harmless in accordance with
     Paragraph 19 from any liability resulting from any Acquisition Agreement as
     well as liabilities resulting from any Acquisition Agreement Lessor is
     required to enter into on behalf of Lessee or with Lessee for purposes of
     this lease.

27.  UPGRADES.  Any existing lease between Lessor and Lessee subject to an
     "upgrade" program shall continue in full force and effect and shall be kept
     free of default by Lessee (even if the Equipment covered by the existing
     lease is sold, traded-in, etc.) until any such existing lease is cancelled
     by Lessor when, if applicable, the new Equipment is accepted by Lessee for
     all purposes of this lease.

28.  PURCHASE OPTION.  If no default shall have occurred and be continuing,
     Lessee shall be entitled, at its option upon written notice to Lessor,
     which notice must be received by Lessor at least 120 days prior to the end
     of either the Basic Term or any renewal term of any Equipment Schedule, to
     purchase all, but not less than all, of the Equipment covered by such
     Equipment Schedule from Lessor at the end of the Basic Term or any renewal
     term for such Equipment Schedule at a purchase price equal to the then fair
     market value of the Equipment in use and operational, in the condition
     required by the lease, as mutually agreed by Lessor and Lessee. On a date
     which is no later than the expiration date of the Basic Term or any renewal
     term, as applicable, Lessee shall pay to Lessor the purchase price for the
     Equipment covered by such Equipment Schedule (plus any taxes levied
     thereon) and Lessor shall sell the Equipment "as-is where-is" without any
     warranties express or implied.

29.  RELATED EQUIPMENT SCHEDULES.  In the event that any Equipment Schedule
     hereunder shall include Equipment that may become attached to, affixed to,
     or used in connection with Equipment covered under another Equipment
     Schedule

                                    7 of 10
<PAGE>   8
    hereunder ("Related Equipment Schedule"), Lessee acknowledges the following:
    (a) if Lessee elects to exercise a purchase option or renewal option under
    any Equipment Schedule, if provided; or (b) if Lessee elects to return the
    Equipment under any Equipment Schedule as described in Paragraph 14, then
    Lessor, at its discretion, may require the similar disposition of all
    Related Equipment Schedules as provided for by this lease.

30. MISCELLANEOUS. This instrument and any Approval Letter or Commitment Letter
    issued by Lessor and any Equipment Schedule hereunder constitutes the entire
    agreement between Lessor and Lessee, and shall not be amended, altered or
    changed except by a written agreement signed by the parties hereto, and in
    the case of Lessor, such agreement shall not be valid unless executed by
    Lessor at Lessor's home office. Lessee agrees and acknowledges that it is
    the intent of both parties to this Lease that the Lease is a statutory
    finance lease under Article 10 of the California Uniform Commercial Code.
    Lessee acknowledges and agrees that the Lessee has selected both: (1) the
    Equipment; and (2) the supplier from whom the Lessor is to purchase the
    Equipment. Lessee acknowledges that the Lessor has not participated in any
    way in the selection of the Equipment of the supplier, and Lessor has not
    selected, manufactured, or supplied the Equipment. Lessee further
    acknowledges and agrees that Lessor has acquired the Equipment in connection
    with entering into the Lease with Lessee, that Lessee has received a copy of
    the Supply Contract before entering into the Lease, and that each of the
    conditions set forth in California Commercial Code, Section
    10103(a)(7)(I)-(iv) has taken place and occurred and that for all purposes,
    Lessor is a statutory finance Lessor. To the extent any provision of this
    lease may be determined to be invalid or unenforceable, it shall be
    ineffective without affecting the other provisions of this lease. To the
    extent permitted by applicable law, Lessee hereby waives any provisions of
    law which render any provision of this lease unenforceable in any respect.
    Unless specified otherwise, in the event such written agreement is attached
    to and made a part of an Equipment Schedule, the terms and conditions of
    said written agreement shall apply only to said Equipment Schedule and shall
    not apply to any other Equipment Schedule made a part of this lease. In the
    event Lessee issues a purchase order to Lessor covering Equipment to be
    leased hereunder, it is agreed that such purchase order is issued for
    purposes of authorization and Lessee's internal use only, and none of its
    terms and conditions shall modify the terms and conditions of this lease
    and/or related documentation, or affect Lessor's responsibility to Lessee as
    defined in this lease. An executed Equipment Schedule that incorporates by
    reference the terms of this Master Lease Agreement, marked "Original," shall
    be the original of the lease for the Equipment described therein for all
    purposes. All other executed counterparts of the lease shall be marked
    "Duplicate." To the extent the lease constitutes chattel paper, as such term
    is defined in the Uniform Commercial Code of the applicable jurisdiction, no
    security interest in the lease may be created through the transfer of
    possession of any counterpart other than the Original of the lease. Lessor
    reserves the right to charge Lessee fees for its provision of additional
    administrative services related to the lease requested by Lessee. Lessee
    shall provide Lessor with such corporate resolutions, opinions of counsel,
    financial statements, and other documents (including documents for filing or
    recording) as Lessor may request from time to time. LESSEE HEREBY APPOINTS
    LESSOR OR ITS ASSIGNEE ITS TRUE AND LAWFUL ATTORNEY IN FACT TO EXECUTE ON
    BEHALF OF LESSEE ALL UNIFORM COMMERCIAL CODE FINANCING STATEMENTS OR OTHER
    DOCUMENTS WHICH, IN LESSOR'S DETERMINATION, ARE NECESSARY TO SECURE LESSOR'S
    INTEREST IN SAID EQUIPMENT. The filing of UCC Financing Statements is
    precautionary and shall not be evidence that the lease is intended as
    security. If for any reason this agreement is determined not to be a lease,
    Lessee hereby grants Lessor a security interest in the lease, the Equipment
    or collateral pertaining thereto and the proceeds thereof, including
    re-lease, sale or disposition of the Equipment or other collateral. If more
    than one Lessee is named in this lease, the liability of each shall be joint
    and several. Time is of the essence with respect to this lease. Lessee
    represents and warrants that the Equipment is being leased hereunder for
    business purposes. The descriptive headings which are used in this lease are
    for convenience of the parties only and shall not affect the meaning of any
    provision of the lease. Any failure of the Lessor to require strict
    performance by the Lessee or any waiver by Lessor of any provision herein
    shall not be construed as a consent or waiver of any other breach of the
    same or of any other provision. This agreement shall be governed by the laws
    of the state of California (without giving effect to principles of conflicts
    of law thereof).

31. LESSEE'S REPRESENTATIONS; WAIVER OF JURY TRIAL. Lessee represents and
    warrants, as of the date of this lease; (a) Lessee is duly organized,
    validly existing and in good standing under the laws of the state of its
    incorporation or organization, and is duly qualified to do business wherever
    necessary to carry on its present business and operations and to own its
    property; (b) this lease (and any Equipment Schedule entered into pursuant
    to this lease) has been duly authorized by all necessary action on the part
    of Lessee, duly executed and delivered by authorized officers or agents of
    Lessee, does not require any further shareholder or partner approval, does
    not require the approval of, or the giving notice to, any federal, state,
    local or foreign governmental authority, does not contravene any law binding
    on Lessee or contravene any certificate or articles of incorporation or
    by-laws or partnership certificate or agreement, or any agreement, indenture
    or other instruments to which Lessee is a party or by which it or any of its
    assets or property may be bound; (c) this lease (and any Equipment Schedule
    entered into pursuant to this lease) constitutes the legal, valid and
    binding obligation of Lessee and is enforceable in


                                    8 of 10
<PAGE>   9
     accordance with its terms; (d) all credit and financial information, and
     all other information submitted to Lessor at any time is true and correct,
     and there does not exist any pending or threatened action or proceeding
     before any court or administrative agency which might materially adversely
     affect Lessee's financial condition or operations; (e) Lessee agrees to
     furnish to Lessor (i) as soon as available, and in any event within 120
     days after the last day of each fiscal year of Lessee, a copy of the
     financial statements of Lessee as of the end of such fiscal year, certified
     by an independent certified public accounting firm; (ii) as soon as
     available, and in any event within 60 days after the last day of each
     quarter of Lessee's fiscal year, a copy of quarterly financial statements
     certified by the principal financial officer of Lessee; and (iii) such
     additional information concerning Lessee as Lessor may reasonably request.
     LESSEE AND LESSOR HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY MATTERS
     ARISING OUT OF THIS LEASE OR ANY OTHER AGREEMENT EXECUTED IN CONNECTION
     HEREWITH.

32.  GOOD FAITH DEPOSIT REQUIREMENT. Lessee agrees, with respect to each
     transaction, to pay the Good Faith Deposit specified in Lessor's proposal
     for such transaction or in the Equipment Schedule related thereto. This
     Good Faith Deposit is given in consideration for Lessor's costs and
     expenses in investigating and appraising and/or establishing credit for
     Lessee. This Good Faith Deposit shall not be refunded unless Lessor
     declines to accept Lessee's offer to enter into the lease. Upon Lessor's
     acceptance of Lessee's offer to enter into the lease, unless otherwise
     specified in the proposal or Equipment Schedule, the amount shall be
     applied to the first period's rent payment. Lessee acknowledges that
     Lessor's act of depositing any Good Faith Deposit into Lessor's bank
     account shall not in itself constitute Lessor's acceptance of Lessee's
     offer to enter into the lease.

IN WITNESS WHEREOF, the parties have executed this Master Lease Agreement
effective as of the first date it is executed by Lessee below.


-------------------------------------------------------------------------------
Lessor:   Bankers Commercial Corporation     By _______________________________
Address:  445 South Figueroa Street
          Los Angeles, CA 90071              Title ____________________________
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Lessee:

Acme Television, L.L.C.                      By /s/ [Illegible Signature]
                                                _______________________________
                                             Title EXEC. V.P./CFO
                                                   ____________________________
--------------------------------------------------------------------------------

Co-Lessees:

Acme Television of New Mexico, L.L.C.        By /s/ [Illegible Signature]
                                                _______________________________
                                             Title EXEC. V.P./CFO
                                                   ____________________________

Acme Television of Missouri, Inc.            By /s/ [Illegible Signature]
                                                _______________________________
                                             Title EXEC. V.P./CFO
                                                   ____________________________

Acme Television of Utah, L.L.C.              By /s/ [Illegible Signature]
                                                _______________________________
                                             Title EXEC. V.P./CFO
                                                   ____________________________

Acme Television of Tennessee, L.L.C.         By /s/ [Illegible Signature]
                                                _______________________________
                                             Title EXEC. V.P./CFO
                                                   ____________________________

                                    9 of 10

<PAGE>   10
Acme Television of Florida, L.L.C.               By  /s/ Illegible
                                                    ------------------------
                                                 Title Exec. V.P./CFO
                                                       ---------------------

Acme Television of Oregon, L.L.C.                By  /s/ Illegible
                                                    ------------------------
                                                 Title Exec. V.P./CFO
                                                       ---------------------

Acme Television of Wisconsin, L.L.C.             By  /s/ Illegible
                                                    ------------------------
                                                 Title Exec. V.P./CFO
                                                       ---------------------

Acme Television of Ohio, L.L.C.                  By  /s/ Illegible
                                                    ------------------------
                                                 Title Exec. V.P./CFO
                                                       ---------------------

Acme Television of Illinois, L.L.C.              By  /s/ Illegible
                                                    ------------------------
                                                 Title Exec. V.P./CFO
                                                       ---------------------


                                    10 of 10

<PAGE>   11
                                AMENDMENT NO. 1

                                       TO
                        MASTER LEASE AGREEMENT ("LEASE")
                                    BETWEEN
   ACME TELEVISION, L.L.C. ("LESSEE") TO INCLUDE THE ("CO-LESSEES") LISTED ON
                                   EXHIBIT G,
                                      AND
                   BANKERS COMMERCIAL CORPORATION ("LESSOR")
                              DATED AS OF 10/25/99


     This Amendment No. 1 to Master Lease Agreement, dated as of 10/25/99,
amends the Master Lease Agreement between ("Lessee(s)") and ("Lessor") dated as
of 10/25/99 (the "Lease") in the following respects:


                          Amendment 1 to Master Lease

Event of Default shall be defined to include a sale, assignment or transfer, at
any time during the base or any renewal term of this Master Lease, of

     i.)  any FCC license to broadcast station KPLR in the St. Louis, MO,
          broadcast area;

    ii.)  any assets material to the operation of station KPLR in St. Louis,
          other than assets specifically replaced by upgraded or superior
          assets placed in service and performing a redundant function or
          functions prior to such sale or transfer, such replacement to have a
          beneficial or not less than sustaining effect upon the operations of
          KPLR;

   iii.)  any FCC license to broadcast a station named as co-lessee pursuant to
          this Master Lease;

without prior written consent of the Lessor.

     IN WITNESS WHEREOF, the parties have had their duly authorized signatories
execute this Amendment No. 1 to the Master Lease Agreement as of the date
written above.

<TABLE>
<S>                                                    <C>
Bankers Commercial Corporation (LESSOR)                LESSEE SIGNATURE                  TITLE
BY                                                     BY
X                                                      X  /s/ illegible                  Exec. V.P./CFO
------------------------------------------------       ------------------------------------------------
TITLE                              BUSINESS UNIT       BY
X                                                      X
------------------------------------------------       ------------------------------------------------
HOME OFFICE: 445 South Figueroa Street                 CO-LESSEE SIGNATURE               TITLE
Los Angeles, CA 90071                                  BY
Not valid unless executed by Lessor at Lessor's        X See Exhibit G /s/ illegible     Exec. V.P./CFO
home office                                            ------------------------------------------------
</TABLE>