<PAGE>   1
                                                                    EXHIBIT 10.2



                            TIME BROKERAGE AGREEMENT


                                       for


                       KUPX-TV, Salt Lake City, UT Market


                                  By and Among



                      PAXSON SALT LAKE CITY LICENSE, INC.,


                PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.


                                       and


                          ACME TELEVISION OF UTAH, LLC

<PAGE>   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

<PAGE>   3

           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 Paxson Salt
Lake City License, Inc., a corporation formed under the laws of the State of
Florida ("Paxson Licenses") and Paxson Communications of Salt Lake City-30, Inc.
("Paxson-30" and collectively with Paxson 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, Paxson-30 and Roberts Broadcasting of Salt Lake City,
L.L.C., an affiliate of Broker ("Roberts") have entered into a Time Brokerage
Agreement, of even date herewith (the "KUWB Time Brokerage Agreement"), pursuant
to which Paxson-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


                                       1


<PAGE>   4

          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).


                                       2

<PAGE>   5

    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


                                       3


<PAGE>   6

                  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.


                                       4


<PAGE>   7

    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


                                       5

<PAGE>   8

          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.


                                       6


<PAGE>   9

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).


                                       7

<PAGE>   10

    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


                                       8


<PAGE>   11

          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:

                      Douglas Gealy
                      ACME Television of Utah, LLC
                      10829 Olive Boulevard
                      St. Louis, Missouri  63141

                      copy to:

                      Lewis J. Paper, Esq.
                      Dickstein Shapiro Morin & Oshinsky
                      2101 L Street, N.W.
                      Washington, D.C.  20037

          5.2.2.  If to the Licensee:

                  Lowell Paxson, Chairman
                  Paxson Salt Lake City License, Inc.
                  601 Clearwater Park Road
                  West Palm Beach, Florida  33401

                  copy to:

                  John R. Feore, Esq.
                  Dow Lohnes & Albertson, PLLC
                  Suite 800
                  1200 New Hampshire Avenue, NW
                  Washington, D.C.  20036-6802

          5.2.3.  Such notices shall be effective upon delivery.


                                       9


<PAGE>   12


    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.


                                       10

<PAGE>   13

          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/ Douglas Gealy
                                          --------------------------------
                                              Douglas Gealy
                                              President



                                      PAXSON SALT LAKE CITY LICENSE, INC.


                                      By: /s/ Lowell Paxson
                                          --------------------------------
                                              Lowell Paxson
                                              Chairman


                                      PAXSON COMMUNICATIONS OF
                                      SALT LAKE CITY-30, INC.


                                      By: /s/ Lowell Paxson
                                          --------------------------------
                                              Lowell Paxson
                                              Chairman


                                       11