<PAGE>
                                                                     EXHIBIT 3.1





                         ACME INTERMEDIATE HOLDINGS, LLC



                      a Delaware limited liability company





                                     SECOND
                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT










                         Effective as of April 23, 1999



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>          <C>                                                                   <C>
ARTICLE I         -  DEFINED TERMS                                                  1

ARTICLE II        -  ORGANIZATION AND POWERS                                        5
             2.01    Organization                                                   5
             2.02    Purposes and Powers                                            5
             2.03    Principal Place of Business                                    6
             2.04    Qualification in Other Jurisdictions                           6
             2.05    Fiscal Year                                                    6

ARTICLE III       -  MEMBERS                                                        6
             3.01    Membership Units                                               6
             3.02    Issuance of Membership Units; Admission of New Members         7
             3.03    Certificated Common Units                                      7
             3.04    Voting Rights                                                  9
             3.05    Restrictions                                                   9
             3.06    Limitation on Liability of Members                             10
             3.07    Authority                                                      10
             3.08    Withdrawals; Termination                                       11
             3.09    No Appraisal Rights                                            11
             3.10    Compliance with Securities Laws and Other Laws and
                     Obligations                                                    11
             3.11    Member Insulation                                              11

ARTICLE IV        -  MANAGEMENT                                                     12
             4.01    Management                                                     12
             4.02    Reliance by Third Parties                                      13
             4.03    Officers                                                       13

ARTICLE V         -  CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND
                     ALLOCATIONS AND DISTRIBUTIONS                                  14
             5.01    Capital Contributions                                          14
             5.02    Capital Accounts and Allocations                               14
             5.03    Distributions                                                  15
             5.04    Distributions Upon Dissolution                                 16
             5.05    Distribution Upon Withdrawal                                   16
             5.06    Tax Matters Partner                                            16

ARTICLE VI        -  TRANSFERS OF INTERESTS                                         18
             6.01    Restrictions on Transfers                                      18
             6.02    Substitute Members                                             18
             6.03    Allocation of Distributions Between Assignor and Assignee      19
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>          <C>                                                                   <C>
ARTICLE VII       -  INDEMNIFICATION                                                19
             7.01    Right to Indemnification                                       19
             7.02    Award of Indemnification                                       19
             7.03    Successful Defense                                             20
             7.04    Advance Payments                                               20
             7.05    Insurance                                                      20
             7.06    Heirs and Personal Representatives                             20
             7.07    Non-Exclusivity                                                20
             7.08    Amendment                                                      21

ARTICLE VIII      -  CONFLICTS OF INTEREST                                          21
             8.01    Transactions with Interested Persons; Conflicts                21
             8.02    Business Opportunities                                         21

ARTICLE IX        -  DISSOLUTION, LIQUIDATION, AND TERMINATION                      21
             9.01    No Dissolution                                                 21
             9.02    Events Causing Dissolution                                     22
             9.03    Notice of Dissolution                                          22
             9.04    Liquidation                                                    22
             9.05    Certificate of Cancellation                                    22

ARTICLE XI        -  GENERAL PROVISIONS                                             22
            10.01    Offset                                                         22
            10.02    Notices                                                        23
            10.03    Entire Agreement                                               23
            10.04    Amendment or Modification; Terms                               23
            10.05    Binding Effect                                                 23
            10.06    Governing Law; Severability                                    23
            10.07    Further Assurances                                             23
            10.08    Waiver of Certain Rights                                       24
            10.09    Third-Party Beneficiaries                                      24
            10.10    Failure to Pursue Remedies                                     24
            10.11    Cumulative Remedies                                            24
            10.12    Notice of Members of Provisions of this Agreement              24
            10.13    Interpretation                                                 24
            10.14    Counterparts                                                   24

Schedule A           - Membership Units
Exhibit A            - Form of Common Unit
Annex A              - Form of Private Placement Legend
</TABLE>


                                       ii
<PAGE>


                         ACME INTERMEDIATE HOLDINGS, LLC

                                     Second
                              Amended and Restated
                       LIMITED LIABILITY COMPANY AGREEMENT

           This Second Amended and Restated Limited Liability Company Agreement
is made as of April 23, 1999 by and among ACME Intermediate Holdings, LLC (the
"Company") and each of the Members listed on Schedule A hereto, and those
Persons who become Members of the Company in accordance with the provisions
hereof and whose names are set forth as such in the record books of the Company.

           WHEREAS, the Company has been formed as a limited liability company
under the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6,Section
18.101 et seq. (as am time to time, the "Act"), by filing a Certificate of
Formation of the Company with the office of the Secretary of State of the State
of Delaware on August 8, 1997;

           WHEREAS, certain of the Members are parties to the Amended and
Restated Limited Liability Company Agreement dated as of September 24, 1997 as
amended by the Amended and Restated Limited Liability Company Agreement dated as
of September 24, 1997 (the "Existing Agreement"); and

           WHEREAS, the Members desire to amend and restate the Existing
Agreement to provide for the authorization and issuance of Preferred Units as
set forth herein.

           NOW, THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Members hereby
agree as follows:

                           ARTICLE I - DEFINED TERMS

           Unless the context otherwise requires, the terms defined in this
Article I shall, for the purposes of this Agreement, have the meanings herein
specified (each such meaning to be equally applicable to both the singular and
plural forms of the respective terms so defined). Defined terms which are not
defined in this Article I or elsewhere in this Agreement shall have the meaning
ascribed to them in the Investment Agreement.

           "Affiliate" shall mean, with respect to a specified Person, any
Person that directly or indirectly controls, is controlled by or is under common
control with, the specified Person. As used in this definition, the term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.

           "Agreement" shall mean this Second Amended and Restated Limited
Liability Company Agreement, as amended, modified, supplemented or restated from
time to time.

           "Bankruptcy" means, with respect to a Person, that either (i) an
involuntary petition under any bankruptcy or insolvency or other debtor relief
law or under the reorganization

<PAGE>

provisions of any such law has been filed with respect to such Person or a
receiver of or for the property of such Person has been appointed without the
acquiescence of such Person, which petition or appointment remains undischarged
or unstayed for an aggregate period of sixty (60) days (whether or not
consecutive) or (ii) a voluntary petition under any bankruptcy or insolvency or
other debtor relief law or under the reorganization provisions of any such law
has been filed by such Person, a voluntary assignment of such Person's property
for the benefit of creditors has been made, a written admission by such Person
of its inability to pay its debts as they mature has been made, a receiver of or
for the property of such Person has been appointed with the acquiescence of such
Person or such Person has done any similar act of like import.

           "Capital Contribution" shall mean with respect to any Member the
total amount of cash or property contributed to the Company by each Member
pursuant to the terms of this Agreement or any Subscription Agreement.

           "Certificate" shall mean the Certificate of Formation and any and all
amendments thereto and restatements thereof filed on behalf of the Company with
the Secretary of State of the State of Delaware pursuant to the Act.

           "Common Members" shall mean those persons listed on Schedule A hereto
as Common Members.

           "Common Units" shall mean those Membership Units designated as Common
Units, as described in Section 3.01 hereof.

           "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any corresponding federal tax statute enacted after the date of this
Agreement. A reference to a specific section of the Code refers not only to such
specific section but also to any corresponding provision of any federal tax
statute enacted after the date of this Agreement, as such specific section or
corresponding provision is in effect on the date of application of the
provisions of this Agreement containing such reference.

           "Distribution Percentage" shall mean a percentage determined for each
holder of Preferred Units or Common Units by dividing the aggregate Preferred
Units or Common Units of such holder, as applicable by the aggregate Units of
all holders of Preferred Units or Common Units entitled to distributions at the
time of such determination.

           "FCC" means the Federal Communications Commission.

           "Indemnified Parties" shall mean the Members , any Affiliate of the
Members and each Person serving as an Officer, employee or other agent of the
Company (including Persons who serve at the Company's request as directors,
managers, officers, employees, agents or trustees of another organization in
which the Company has any interest as a shareholder, creditor or otherwise) and
their respective successors and assigns.

           "Initial Capital Contribution" shall mean with respect to any Initial
Member the amount set forth opposite its name on Schedule A.

           "Initial Members" shall mean ACME Television Holdings, LLC, ACME
Subsidiary Holdings, LLC and ACME Subsidiary Holdings IV, LLC.


                                       2
<PAGE>

           "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, together with any successor statute, and the rules
and regulations promulgated thereunder.

           "Losses" shall mean all liabilities, judgments, obligations, losses,
damages, taxes and interest and penalties thereon (other than (i) income taxes
due on income allocated to Membership Units; and (ii) taxes based on fees,
compensation or commissions received by an Indemnified Party in connection with
the administration of the Company or the Company's property), claims, actions,
suits or other proceedings (whether civil or criminal, pending or threatened,
before any-court or administrative or legislative body, and as the same are
accrued, in which an Indemnified Party may be or may have been involved as a
party or otherwise or with which he or she may be or may have been threatened,
while in office or thereafter), costs, expenses and disbursements (including,
without limitation, legal and accounting fees and expenses) of any kind and
nature whatsoever.

           "Member" shall mean the Common Members, the Preferred Members and any
Person admitted as a Member in accordance with the terms of this Agreement and
named as a Member in the record books of the Company, and includes any Person
admitted pursuant to the provisions of this Agreement when acting in his, her or
its capacity as a Member of the Company, and "Members" shall mean two (2) or
more of such Persons when acting in their capacities as Members of the Company.

           "New Member" shall mean any Member who is not an Initial Member.

           "Person" shall mean an individual, corporation, association,
partnership (general or limited), joint venture, trust, unincorporated
organization, limited liability company, any other entity or organization of any
kind or a government or any department, agency, authority, instrumentality or
political subdivision thereof.

           "Preferred Members" shall mean those Persons listed on Schedule A
hereto as Preferred Members.

           "Preferred Units" shall mean those Membership Units designated as
Preferred Units, as described in Section 3.01 hereof.

           "Preferred Distribution Amount" shall mean the sum of (a) $1000 per
Preferred Unit (the "Per Unit Preferred Capital Contribution"), plus (b)
dividends on the unpaid Per Unit Preferred Capital Contribution from the date
made as set forth on Schedule A hereto at the rate of 22.5% per annum,
increasing by 2.5% every six months, up to a maximum rate of 35% (the "Priority
Return").

           "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time, together with any successor statute, and the rules and
regulations promulgated thereunder.

           "Subscription Agreement" shall mean a subscription agreement for the
purchase of a Membership Unit in the Company, in a form acceptable to the
Members or the Majority Members, as applicable.


                                       3
<PAGE>

           "Tax Rate" means, for any taxable year of a Member, the sum of the
Federal Rate and the State Rate, with (a) the "Federal Rate" defined to mean the
highest effective federal income tax rate applicable to any individual for such
year and (b) the "State Rate" defined as the product of (i) the highest
effective state income tax rate applicable to an individual Member for such year
multiplied by (ii) a percentage equal to the difference between one hundred
percent (100%) and the Federal Rate.

           "Taxable Income" and "Taxable Loss" mean, for any taxable year, the
taxable income or loss attributable to such Member's distributive share of
taxable income or loss of the Company, as determined for federal income tax
purposes; provided that in making such determination all separately stated items
of income, gain, loss and deduction (other than tax-exempt income) shall be
included; and provided further, that in calculating Taxable Income and Taxable
Loss, items of income, gain, loss and deduction attributable to the sale or
exchange of all or substantially all of the assets of the Company shall be
excluded from such calculation.

           "Transfer" shall mean any sale, assignment, transfer, exchange,
charge, pledge, gift, hypothecation, conveyance or encumbrance (such meaning to
be equally applicable to verb forms of such term).

           "Treasury Regulations" means the income tax regulations, including
temporary regulations, promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).

           The following terms shall have the meanings set forth in the
indicated Sections hereof:

<TABLE>
<CAPTION>
           Defined Term                                   Section Number
           ------------                                   --------------
<S>                                                       <C>
           "Act"                                             Preamble

           "Capital Account"                                 5.02
           "Certificate Register"                            3.03(f)

           "Company"                                         Preamble
           "Consolidated Group Securities"                   3.04(a)

           "Holdings"                                        5.03(a)
           "Liquidating Trustee"                             9.03
           "Majority Member"                                 4.01(b)
           "Membership Unit"                                 3.01
           "Private Placement Legend"                        3.03(c)

           "Senior Executive Offices"                        4.06

           "Tax Distributions"                               5.03
           "Tax Matters Partner"                             5.06
</TABLE>


                                       4
<PAGE>

                      ARTICLE II - ORGANIZATION AND POWERS

               2.01 Organization. The name of the Company is ACME Intermediate
Holdings, LLC. The Company has been formed by the filing of its Certificate with
the Delaware Secretary of State pursuant to the Act. The Certificate may be
restated or amended by the Members or the Majority Member, as applicable, from
time to time in accordance with the Act and subject to the terms of this
Agreement. The Company shall deliver a copy of the Certificate and any amendment
thereto to any Member who so requests.

               2.02 Purposes and Powers. The principal business activity and
purposes of the Company shall initially be to acquire, develop, own and operate
television broadcast stations and to conduct any business related thereto or
useful in connection therewith. However, the business and purposes of the
Company shall not be limited to its initial principal business activity, and the
Company shall, subject to the terms of this Agreement, have authority to engage
in any other lawful business, purpose or activity permitted by the Act. Except
as otherwise provided in this Agreement, the Company, and the Members or the
Majority Member acting on behalf of the Company in accordance with this
Agreement, shall possess and may exercise all of the powers and privileges
granted by the Act or which may be exercised by any Person, together with any
powers incidental thereto, so far as such powers or privileges are necessary,
appropriate, proper, advisable, incidental or convenient to the conduct,
promotion or attainment of the business purposes or activities of the Company,
including without limitation the following powers:

                      (a) to conduct its business and operations in any state,
territory or possession of the United States or in any foreign country or
jurisdiction;

                      (b) to purchase, receive, take, lease or otherwise
acquire, own, hold, improve, maintain, use or otherwise deal in and with, sell,
convey, lease, exchange, transfer or otherwise dispose of, mortgage, pledge,
encumber or create a security interest in all or any of its real or personal
property, or any interest therein, wherever situated;

                      (c) to borrow or lend money or obtain or extend credit and
other financial accommodations, to invest and reinvest its funds in any type of
security or obligation of or interest in any public, private or governmental
entity, and to give and receive interests in real and personal property as
security for the payment of funds so borrowed, loaned or invested;

                      (d) to make and modify contracts, including contracts of
insurance, incur liabilities and give guaranties, whether or not such guaranties
are in furtherance of the business and purposes of the Company, including
without limitation, guaranties of obligations of other Persons who are
interested in the Company or in whom the Company has an interest;

                      (e) to employ and terminate Officers, employees, agents
and other Persons, to organize committees of the Company, to delegate to such
Persons and/or committees such power and authority, the performance of such
duties and the execution of such instruments in the name of the Company, to fix
the compensation and define the duties and obligations of such personnel, to
establish and carry out retirement, incentive and benefit plans for such
personnel, and to indemnify such personnel to the extent permitted by this
Agreement and the Act;


                                       5
<PAGE>

                      (f) to form and maintain subsidiaries and to merge with,
or consolidate into, another Delaware limited liability company or other
business entity (as defined in Section 18-209 of the Act); and

                      (g) to institute, prosecute, and defend any legal action
or arbitration proceeding involving the Company, and to pay, adjust, compromise,
settle, or refer to arbitration any claim by or against the Company or any of
its assets.

               2.03 Principal Place of Business. The principal office and place
of business of the Company is 2101 East Fourth Street, Suite 202 Santa Ana,
California 92705. The Members or the Majority Member, as applicable, may change
the principal office or place of business of the Company at any time and may
cause the Company to establish other offices or places of business in various
jurisdictions and appoint agents for service of process in such jurisdictions.

               2.04 Qualification in Other Jurisdictions. The Members or the
Majority Member, as applicable, shall cause the Company to be qualified or
registered under applicable laws of any jurisdiction in which the Company
transacts business and shall be authorized to execute, deliver and file any
certificates and documents necessary to effect such qualification or
registration.

               2.05 Fiscal Year. The fiscal year of the Company shall end on
December 31 of each year.

                              ARTICLE III - MEMBERS

               3.01 Membership Units. The Members shall have no rights or powers
in respect of the Company (including, without limitation, any rights in respect
of allocations of profit and loss or distributions) other than the rights
conferred by this Agreement represented by issued and outstanding units of
membership interest (the "Membership Units"), which shall be deemed to be
personal property giving only the rights provided in this Agreement and which
shall consist of two classes, Common Units and Preferred Units, which shall have
rights and privileges, including voting rights as expressly set forth in this
Agreement. Every Member by virtue of having become a Member shall be held to
have expressly assented and agreed to the terms hereof and to have become a
party hereto. Ownership of a Membership Unit shall not entitle a Member to any
title in or to the whole or any part of the property of the Company or right to
call for a partition or division of the same or for an accounting. The Initial
Members of the Company, the addresses, and the respective classes and
denominations of Membership Units held by them shall be as set forth on Schedule
A hereto, and said schedule shall be amended from time to time by the Members or
the Majority Member, as applicable, in accordance with the terms hereof to
reflect the withdrawal of Members or the admission of additional Members
pursuant to this Agreement.

        The Company hereby authorizes for issuance 1,000,000 Common Units and
15,000 Preferred Units. As of the date hereof, the Company shall have issued [ ]
Common Units and 15,000 Preferred Units to the Members as set forth on Schedule
A hereto.

        The Preferred Units: (i) shall have no voting or other consensual or
approval rights; (ii) may be redeemed at any time, at the option of the Company,
in whole or in part, at a redemption price equal to the Preferred Distribution
Amount as of the date fixed for redemption, and any


                                       6
<PAGE>

distributions pursuant to Section 5.02(c) shall be deemed to effect the
redemption of a number of Preferred Units equal to the sum of such distribution
divided by the Per Unit Preferred Capital Contribution; (iii) will be subject to
mandatory redemption on October 1, 2005 to the extent not previously redeemed at
a redemption price equal to the unpaid Per Unit Preferred Capital Contribution
for all Preferred Units then outstanding plus an amount equal to the Priority
Return thereon.

               3.02 Issuance of Membership Units; Admission of New Members.

                      (a) The Company is not authorized to offer and sell, or
cause to be offered and sold, additional Membership Units or to admit additional
Persons as Members except with the approval of the Members holding more than
fifty percent (50%) in interest of the Common Units.

                      (b) The Members or the Majority Member, as applicable, may
establish eligibility requirements for admission of a subscriber as a New Member
after the date hereof and may refuse to admit any subscriber that fails to
satisfy such eligibility requirements. The Members or the Majority Member, as
applicable, shall have the responsibility for determining whether a person or
entity is eligible for admission as a New Member. Each Person who first
subscribes for a Membership Unit in the Company after the date hereof shall be
admitted as a New Member of the Company at the time (i) such Person executes a
Subscription Agreement agreeing to be bound by the provisions hereof, (ii) the
Members or the Majority Member, as applicable, at their sole discretion, accept
such Subscription Agreement on behalf of the Company and (iii) the subscriber
makes the Capital Contribution(s) required pursuant to the terms of this
Agreement and its Subscription Agreement. None of the existing Members shall
have any preemptive or similar right to subscribe to the issuance of new
Membership Units in the Company, and each of the Members acknowledges that its
membership interest is subject to adjustment (downward and upward) in the event
of the admission of New Members to the Company pursuant hereto or the withdrawal
of any Member from the Company.

               3.03 Certificated Common Units

                      (a) All Common Units at any time and from time to time
outstanding shall be evidenced by certificates in the form attached as Exhibit A
hereto (a "Unit Certificate") and shall bear the following legend: "These Common
Units are subject to repurchase pursuant to the terms and conditions of the
Membership Unitholders Agreement, dated September 30, 1997, by and among the
Company, ACME Television Holdings, LLC and CIBC Wood Gundy Securities Corp. and
subject to the restrictions which prohibit the transfer of Common Units pursuant
to the terms and conditions of the Amended and Restated Limited Liability
Company Agreement, dated September 24, 1997, by and among the Company and its
Members, as amended." Each Member by accepting a Unit Certificate representing
Common Units or other indicia of ownership thereof shall be deemed to have
expressly assented and agreed to, and shall be bound by, this Agreement and the
terms and conditions of the Membership Unitholders Agreement.

                      (b) Registration of Transfers or Exchanges. When Unit
Certificates are presented to the Company with a request from the holder: (i) to
register the transfer of the certificates; or (ii) to exchange such certificates
for certificates of other denominations representing an aggregate equal number
of Common Units, the Company shall register the


                                       7
<PAGE>

transfer or make the exchange as requested if the requirements under this
Agreement as set forth in this Section 3.03 and Section 6.01 for such
transactions and transfers are met; provided, however, that the certificates
presented or surrendered by a holder for registration of transfer or exchange:
(i) shall be duly endorsed or accompanied by a written instruction of transfer
or exchange in form satisfaction to the Company duly executed by such holder or
by his attorney, duly authorized in writing; and (ii) shall be accompanied by
such certifications and opinions as may be required by the Company pursuant to
Section 6.01, and the following additional information and documents, as
applicable:

                             1. if such Common Units are being delivered to the
Company by a holder for registration in the name of such holder, without
transfer, a certification from such holder to that effect; or

                             2. if such Common Units are being transferred in
reliance on an exemption from the registration requirements of the Securities
Act, a certification from the transferor to that effect and an opinion of
counsel reasonably satisfactory to the Company, to the effect that such transfer
is in compliance with the Securities Act.

                      (c) Upon the registration of transfer, exchange or
replacement of Unit Certificates not bearing the legend set forth in the first
paragraph of Annex A attached hereto (the "Private Placement Legend"), the
Company shall deliver Unit Certificates that do not bear the Private Placement
Legend. Upon the registration of transfer, exchange or replacement of Unit
Certificates bearing the Private Placement Legend, the Company shall deliver
Unit Certificates that bear the Private Placement Legend unless, and the Company
is hereby authorized to deliver Unit Certificates without the Private Placement
Legend (except for any part of the legend that relates to contractual
restrictions and the restrictions set forth in the second paragraph of Section
3.03(b) above) if (i) there is delivered to the Company an opinion of counsel
reasonably satisfactory to the Company to the effect that neither such legend
nor the related restrictions on transfer set forth in such legend or Section
6.01 of this Agreement are required in order to maintain compliance with the
provisions of the Securities Act or (ii) the Common Units to be transferred or
exchanged represented by such Unit Certificates are being transferred or
exchanged pursuant to an effective registration statement under the Securities
Act. Unit Certificates shall also bear appropriate legends with respect to the
restrictions on transfer set forth in Section 6.01. Notwithstanding the
foregoing, the terms and conditions set forth in Section 6.01 of this Agreement
restrict the transfer of Membership Units.

                      (d) All Unit Certificates issued upon any registration,
transfer or exchange of Unit Certificates shall be entitled to the same benefits
under this Agreement as the Unit Certificates surrendered upon the registration
of transfer or exchange. Prior to due presentment for registration of transfer
of any Common Units, the Company may deem and treat the person in whose name any
Common Units are registered as the absolute owner of such Common Units, and the
Company shall not be required to recognize any equitable or other claim to or
interest in such certificate, or be affected by notice to the contrary.

                      (e) Other than following the applicable terms and
requirements of this Agreement, the Company shall have no additional duty to
monitor compliance with federal, state or other securities laws.


                                       8
<PAGE>

                      (f) The Company will keep at its offices a register (the
"Certificate Register"). Each Unit Certificate issued by the Company shall be
numbered and shall be registered in the Certificate Register as it is issued and
transferred, together with the name and address of the holder thereof.

                      (g) Any Transfer made in violation of this Agreement by a
Member of any of its Affiliates shall be deemed null and void and shall not be
recorded as a transfer upon the transfer books of the Company. Each Unit
Certificate held by a holder and each of its Affiliates shall contain a
conspicuous notation indicating that the transfer of the Common Units evidenced
thereby is subject to the terms and restrictions of this Agreement, and each of
the Members hereby consents to the placement of such legend on the certificate
or certificates representing the Common Units beneficially owned by such party.

                      (h) Subject to compliance with Sections 3.03 and 6.01 and
the terms and conditions of this Agreement, any Unit Certificate and all rights
hereunder are transferable in whole or in part, without charge to the Members,
upon surrender of such Unit Certificate in accordance with this Section 3.03, at
the office of the Company. Upon any partial transfer, the Company shall, at the
Member's expense, issue and deliver to the Member a new Unit Certificate of like
tenor, in the name of the Member, with respect to the Common Units which were
not so transferred.

                      (i) On receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Unit Certificate and, in the case of any such loss, theft or destruction of any
Unit Certificate, on delivery of an indemnity agreement reasonably satisfactory
in form and amount to the Company or, in the case of any such mutilation, on
surrender of such Unit Certificate to the Company and cancellation thereof, the
Company, at the Member's expense, shall execute and deliver, in lieu thereof, a
new Unit Certificate of like tenor.

                      (j) The Preferred Units shall not be certificated.

               3.04 Voting Rights. Except as otherwise provided in this
Agreement, no Member or holder of a Membership Unit shall have the right to
amend or terminate this Agreement.

               3.05 Restrictions. Notwithstanding anything in this Agreement to
the contrary, the following matters shall require the prior written consent of
holders of more than fifty percent (50%) in interest of the Common Units:

                      (a) the redemption, purchase or other acquisition for
value (or payment into or set aside for a sinking fund for such purpose) of any
Membership Unit, or other type of equity interest of the Company or any of its
Subsidiaries, or security convertible into or exchangeable or exercisable for
such Membership Units or equity interests (which are hereinafter reflected to as
"Consolidated Group Securities"), other than redemption of the Preferred Units
at any time at a redemption price no greater than the Preferred Distribution
Amount as of the date of redemption;

                      (b) the authorization or issuance (or the incurrence of
any obligation to authorize or issue) of any additional Membership Units or
other Consolidated Group Securities;


                                       9
<PAGE>

                      (c) the increase or decrease of the total number of
authorized Membership Units or other Consolidated Group Securities;

                      (d) the payment or declaration of any dividend or
distribution (other than Tax Distributions pursuant to Section 5.03) with
respect to any Membership Units or other Consolidated Group Securities other
than dividends and distributions in respect of the Preferred Units not to exceed
in the aggregate the Preferred Distribution Amount;

                      (e) the authorization of any merger or consolidation of
the Company or any of its Subsidiaries with or into any other entity (except for
mergers among wholly-owned Subsidiaries);

                      (f) the authorization of the reorganization or sale of the
Company or any of its Subsidiaries or the sale of any material assets of the
Company or any of its Subsidiaries;

                      (g) the authorization of any reclassification or
recapitalization of the outstanding Membership Units of the Company or any other
Consolidated Group Securities;

                      (h) engagement by the Company or any of its Subsidiaries
in any business other than the business now conducted or contemplated by the
Company or a business or businesses similar thereto or reasonably compatible
therewith;

                      (i) the alteration, modification or amendment of this
Agreement; or

                      (j) the application by the Company for or consent by it to
the appointment of a receiver, trustee, custodian or liquidator of it or any of
its property, (ii) the admission in writing by the Company of its inability to
pay its debts as they mature, (iii) the making by the Company of a general
assignment for the benefit of creditors, or (iv) the filing by the Company of a
voluntary petition in bankruptcy, or a petition or an answer seeking
reorganization or an arrangement with creditors, or any other action by the
Company to take advantage of any bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation laws or statutes, or an answer
from the Company admitting the material allegations of a petition filed against
it in any proceeding under any such law.

               3.06 Limitation on Liability of Members. Except as otherwise
provided in the Act, no Member of the Company shall be obligated personally for
any debt, obligation or liability of the Company or of any other Member or
otherwise have any personal recourse hereunder, whether arising in contract,
tort or otherwise, solely by reason of being a Member. Except as expressly set
forth in this Agreement, no Member shall have any fiduciary or other duty to
another Member with respect to the business and affairs of the Company, and no
Member shall be liable to the Company or any other Member for acting in good
faith reliance upon the provisions of this Agreement. No Member shall have any
responsibility to restore any negative balance in its Capital Account or to
contribute to or in respect of the liabilities or obligations of the Company or
return distributions made by the Company except as required by this Agreement,
the Act or other applicable law; provided, however, that Members are responsible
for their failure to make required Capital Contributions in accordance with
Section 5.01.

               3.07 Authority. Except as otherwise expressly provided herein, in
all matters relating to or arising out of the conduct or the operation of the
Company, the decision of the


                                       10
<PAGE>

Members (acting by vote of holders of more than fifty percent (50%) in interest
of the Common Units) or the Majority Member, as applicable, shall be the
decision of the Company. The Company may employ one or more Persons from time to
time, and such Persons, in their capacity as Officers or employees of the
Company, may take part in the control and management of the business of the
Company to the extent such authority and power to act for or on behalf of the
Company has been delegated to them by the Members or the Majority Member, as
applicable.

               3.08 Withdrawals; Termination. No Member shall have any right to
resign or withdraw from the Company without the consent of the Members or the
Majority Member, as applicable, or to receive any distribution on its Membership
Units or the repayment of its Capital Contributions except as provided in
Article V hereof.

               3.09 No Appraisal Rights. No Member shall have any right to have
its interest in the Company appraised and paid out under the circumstances
provided in Section 18-210 of the Act or any other circumstances.

               3.10 Compliance with Securities Laws and Other Laws and
Obligations. Each Member hereby represents and warrants to the Company and
acknowledges that (a) it has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of an
investment in the Company and making an informed investment decision with
respect thereto, (b) it is able to bear the economic and financial risk of an
investment in the Company for an indefinite period of time and understands that
it has no right to withdraw and have its interest repurchased by the Company,
(c) it is acquiring an interest in the Company for investment only and not with
a view to, or for resale in connection with, any distribution to the public or
public offering thereof, and (d) it understands that the interests in the
Company have not been registered under the securities laws of any jurisdiction
and cannot be disposed of unless they are subsequently registered and/or
qualified under applicable securities laws or pursuant to valid exemptions from
such registration/qualification requirements and the provisions of this
Agreement have been complied with.

               3.11 Member Insulation.

                      (a) For so long as, and only during periods from time to
time in which the Company shall directly or indirectly hold (or otherwise be
attributed with) an ownership or other interest in a Media Enterprise that is
"attributed" to the Company under the FCC rules relating to the particular FCC
service in which the Media Enterprise operates, no provision of this Agreement
shall be construed to permit any Member (other than an Excluded Member), or any
person or entity that is a director, officer, partner, employee, or 5% or
greater shareholder or other owner of a Member (an "Insulated Member
Affiliate"), to do any of the following:

                  (i)    act as an employee of the Company if such Members or
                         Member Affiliate's functions, directly or indirectly,
                         relate to such Media Enterprise;

                  (ii)   serve, in any material capacity, as an independent
                         contractor or agent of the Company with respect to such
                         Media Enterprise;


                                       11
<PAGE>

                  (iii)  communicate with the Media Enterprise on matters
                         pertaining to the day-to-day operations of such Media
                         Enterprise;

                  (iv)   vote to admit any additional Member to the Company;

                  (v)    vote to amend or modify this section of the LLC
                         Agreement;

                  (vi)   perform any services for the Company materially
                         relating to such Media Enterprise, with the exception
                         of making loans to, or acting as a surety for, such
                         Media Enterprise or the Company; or

                  (vii)  become actively involved in the management or operation
                         of such Media Enterprise.

                      (b) Notwithstanding any other provision of this LLC
Agreement to the contrary, a Member that would otherwise be subject to the
restrictions set forth in Section 3.11(a) may elect to the treated as an
Excluded Member for purposes of this Section 3.11 by giving notice thereof in
writing to the other Members.

        For purposes of this Section 3.11, (i) "Media Enterprise" shall mean any
Person that, directly or indirectly, owns, controls, or operates a broadcast
radio or television station, cable or wireless cable television system, daily
newspaper or any communications facility operated pursuant to a license granted
by the FCC, and (ii) "Excluded Member" shall mean any Member that is an
Affiliate of the Majority Member.

                            ARTICLE IV - MANAGEMENT

               4.01 Management.

                      (a) Except as provided in Section 4.01(b) hereof, the
Company shall be managed by the Members. No action may be taken by any Member to
bind the Company without the prior consent of Members holding more than fifty
percent (50%) in interest of the Common Units.

                      (b) If any Member shall own more than fifty percent (50%)
in interest of the Common Units of the Company (the "Majority Member"),
management and control of the business of the Company shall be vested
exclusively in the Majority Member for so long as such Member holds more than
fifty percent (50%) in interest of the Common Units, and such Majority Member
shall have exclusive power and authority, in the name of and on behalf of the
Company, to perform all acts and do all things which, in its sole discretion, it
deems necessary or desirable to conduct the business of the Company.

        The Majority Member shall, subject to all applicable provisions of this
Agreement, be authorized in the name and on behalf of the Company: (i) to enter
into, execute, amend, supplement, acknowledge and deliver any and all contracts,
agreements, leases or other instruments for the operation of the Company's
business; and (ii) in general to do all things and


                                       12
<PAGE>

execute all documents determined by it to be necessary or appropriate to conduct
the business of the Company as more fully set forth in Section 2.02 hereof or as
provided by law, or to protect and preserve the Company's assets. The Majority
Member may delegate any or all of the foregoing powers. The Majority Member is
an agent of the Company for the purpose of the Company's business. Any action
taken by the Majority Member, and the signature of the Majority Member on any
agreement, contract, instrument or other document on behalf of the Company,
shall be sufficient to bind the Company and shall conclusively evidence the
authority of the Majority Member and the Company with respect thereto.

                      (c) The Members acting pursuant to Section 4.01(a) or the
Majority Member, as applicable, shall be the "manager" (within the meaning of
the Act) of the Company, and each shall have the benefits and protections
accorded "managers" under the Act. The Members acting pursuant to Section
4.01(a) or the Majority Member shall devote such time to the business and
affairs of the Company as is reasonably necessary for the performance of their
duties, but shall not be required to devote full time to the performance of such
duties and may delegate their responsibilities as provided in this Agreement.
The Majority Member shall not be personally liable to the Company or to its
other Members for breach of any duty that does not involve: (i) a breach of the
duty of loyalty to the Company or its other Members; (ii) an act or omission not
in good faith or which involves intentional misconduct or a knowing violation of
law; or (iii) a transaction from which the Majority Member derived an improper
personal benefit.

               4.02 Reliance by Third Parties. Any person dealing with the
Company or any Member may rely upon a certificate signed by the Majority Member
or any Officer as to (i) the identity of any other Member; (ii) any factual
matters relevant to the affairs of the Company; (iii) the persons who are
authorized to execute and deliver any document on behalf of the Company; or (iv)
any action taken or omitted by the Company, or any Member.

               4.03 Officers. The Members or the Majority Member, as applicable,
may designate employees of the Company as officers of the Company (the
"Officers") as they deem necessary or desirable to carry on the business of the
Company and the Members or the Majority Member, as applicable, may delegate to
such Officers such power and authority as the Members or the Majority Member, as
applicable, deem advisable. Any Officer may hold two or more offices of the
Company. The initial Officers of the Company shall be Jamie Kellner (Chairman
and Chief Executive Officer), Douglas Gealy (President and Chief Operating
Officer) and Thomas Allen (Executive Vice President and Chief Financial
Officer). New offices may be created and filled by the Members or the Majority
Member, as applicable. Each Officer shall hold office until his or her successor
is designated by the Members or the Majority Member, as applicable, or until his
or her earlier death, resignation or removal. Any Officer may resign at any time
upon written notice to the Members or the Majority Member, as applicable. Any
Officer may be removed by the Members or the Majority Member, as applicable,
(acting by majority vote of the Members or the Majority Member, as applicable,
other than the Officer being considered for removal, as applicable) with or
without cause at any time. A vacancy in any office occurring because of death,
resignation, removal or otherwise, may, but need not, be filled by the Members
or the Majority Member, as applicable. The Officers are not "managers" (within
the meaning of the Act) of the Company.


                                       13
<PAGE>

            ARTICLE V - CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS AND
                          ALLOCATIONS AND DISTRIBUTIONS

               5.01 Capital Contributions. The Initial Members and the Preferred
Member will have made as of June 23, 1999 the Capital Contributions to the
Company specified on Schedule A attached hereto. The remaining existing Members
have made, and each New Member shall make, the Capital Contribution to the
Company specified in such Member's Subscription Agreement as of the date of
admission of such Person as a Member of the Company. Except as approved by the
Members or the Majority Member, as applicable, or as set forth on Schedule A or
in a Member's Subscription Agreement, no Member shall be entitled or required to
make any Capital Contribution or loan or advance to the Company; provided,
however, that the Company may, subject to the other terms of this Agreement,
borrow from its Members as well as from banks or other lending institutions to
finance its working capital or the acquisition of assets upon such terms and
conditions as shall be approved by the Members or the Majority Member, as
applicable, and any such loans by Members shall not be considered Capital
Contributions or reflected in their Capital Accounts. The agreed value of all
non-cash Capital Contributions made by Members shall be set forth on Schedule A
or in such Member's Subscription Agreement. No Member shall be entitled to any
interest or compensation with respect to its Capital Contributions or any
services rendered on behalf of the Company except as specifically provided in
this Agreement. No Member shall have any liability for the repayment of the
Capital Contributions of any other Member and shall look only to the assets to
the Company for return of its Capital Contributions.

               5.02 Capital Accounts and Allocations.

                      (a) Capital Accounts. A separate capital account (a
"Capital Account") shall be established and maintained for each Member, which
shall initially be equal to the Capital Contribution of such Member as set forth
on Schedule A hereto. Such Capital Accounts shall be maintained in accordance
with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, and this Section
5.02 shall be interpreted and applied in a manner consistent with said Section
of the Treasury Regulations. The Capital Accounts shall be maintained for the
sole purpose of allocating items of income, gain, loss and deduction among the
Members and shall have no effect on the amount of any distributions to any
Members in liquidation or otherwise. The amount of all distributions to Members
shall be determined pursuant to Sections 5.03, 5.04 and 5.05.

                      (b) Allocation of Profits and Losses. All items of income,
gain, loss and deduction as determined for book purposes shall be allocated
among the Members and credited or debited to their respective Capital Accounts
in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), so as to
ensure to the maximum extent possible (i) that such allocations satisfy the
economic effect equivalence test of Treasury Regulations Section
1.704-1(b)(2)(ii)(i) (as provided hereinafter) and (ii) that all allocations of
items that cannot have economic effect (including credits and nonrecourse
deductions) are allocated to the Members in proportion to their membership
interests unless otherwise required by Code Section 704(b) and the Treasury
Regulations promulgated thereunder. To the extent possible, items that can have
economic effect shall be allocated in such a manner that the balance of each
Member's Capital Account at the end of any fiscal year (increased by such
Member's "share of partnership minimum gain" as defined in Treasury Regulations
Section 1.704-2) would be positive to the extent of the amount of cash that such
Member would receive (or would be negative to the extent of the amount of cash
that such Member should be required to contribute to the Company) if the Company
sold all of its property for an amount of cash equal to the book value (as
determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)) of such
property (reduced, but not below zero, by the


                                       14
<PAGE>

amount of nonrecourse debt to which such property is subject) and all of the
cash of the Company remaining after payment of all liabilities (other than
nonrecourse liabilities) of the Company were distributed in liquidation
immediately following the end of such fiscal year in accordance with Section
5.03. Except to the extent otherwise required by the Code, the "traditional
method" provided for in Treasury Regulations Section 1.704-3(b) shall apply to
all tax allocations governed by Code Section 704(c) and all "reverse Section
704(c) allocations."

                      (c) Other Allocations. The Members or the Majority Member,
as applicable, may adjust the Capital Accounts of its Members to reflect
reevaluations of the Company property whenever the adjustment would be permitted
under Treasury Regulations Section 1.704-1(b)(2)(iv)(f). In the event that the
Capital Accounts of the Members are so adjusted, (i) the Capital Accounts of the
Members shall be adjusted in accordance with Treasury Regulations Section
1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization
and gain or loss, as computed for book purposes, with respect to such property
and (ii) the Members' distributive shares of depreciation, depletion,
amortization and gain or loss, as computed for tax purposes, with respect to
such property shall be determined so as to take account of the variation between
the adjusted tax basis and book value of such property in the same manner as
under Section 704(c) of the Code. In the event that Code Section 704(c) applies
to Company property, the Capital Accounts of the Members shall be adjusted in
accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for
allocations of depreciation, depletion, amortization and gain and loss, as
computed for book purposes, with respect to such property. In applying clause
(ii) of the second preceding sentence and all of the preceding sentence, the
provisions of Code Section 704(b) shall apply.

               5.03 Distributions. Subject to (i) the terms of the Act, (ii) any
agreements of the Company or any of its Affiliates has with respect to
indebtedness for money borrowed to which the Company may from time to time be
subject, and (iii) except in the case of distributions pursuant to subsection
(a) below, the prior written consent of holders of a majority in interest of the
Common Units, all funds of the Company which are available for distribution (as
determined by the Members or the Majority Member, as applicable, in their
discretion) shall be distributed as follows:

                      (a) First, within one hundred and twenty (120) days after
the end of each taxable year during which ACME Television Holdings, LLC
("Holdings") shall have any direct or indirect ownership interest in the
Company, there shall be distributed to each Member an amount equal to the
product of (i) the Tax Rate and (ii) the difference between (x) the amount of
such Member's Taxable Income with respect to such taxable year and (y) the
cumulative amount of such Member's Taxable Loss, if any, from all prior taxable
years, but only to the extent such Taxable Loss on a cumulative basis exceeds
Taxable Income for all prior taxable years on a cumulative basis (the "Tax
Distributions"); provided however, that such distribution shall in all events be
sufficient to allow Holdings to make the distributions required under Section
5.03(a) of the Limited Liability Company Agreement of Holdings;

                      (b) Second, pro rata to all Preferred Members in
accordance with their respective Distribution Percentages until the aggregate
distributions hereunder plus all distributions to Preferred Members on account
of Preferred Units pursuant to subsection (a) above equals the Priority Return;


                                       15
<PAGE>

                      (c) Third, pro rata to all Preferred Members in accordance
with their respective Distribution Percentages until the aggregate distributions
hereunder plus any distributions pursuant to subsection (a) above in excess of
the Tax Distributions included in determining amounts distributable pursuant to
subsection (b) above equals the aggregate Per Unit Preferred Capital
Contribution; and

                      (d) Fourth, pro rata to all Common Members in accordance
with their respective Distribution Percentages.

               5.04 Distributions Upon Dissolution. Proceeds from a sale of all
or substantially all of the assets of the Company and amounts available upon
dissolution, after payment of, or adequate provision for, the debts and
obligations of the Company, including the expenses of its liquidation and
dissolution, shall be distributed and applied in the following priorities:

                      (a) First, to fund reserves as deemed reasonably necessary
by the Members or the Majority Member, as applicable, or the Liquidating Trustee
for any contingent, conditional or unmatured liabilities or other obligations of
the Company, which such reserves (i) may be paid to a bank (or other
third-party), to be held in escrow for the purpose of paying any such
contingent, conditional or unmatured liabilities or other obligations, and (ii)
shall at the expiration of such period(s) as the Members or the Majority Member,
as applicable, or Liquidating Trustee may reasonably deem advisable, shall be
distributed to the Members in accordance with Section 5.03; and

                      (b) Second, in accordance with Section 5.03.

        If any assets of the Company are to be distributed in kind in connection
with such liquidation, such assets shall be distributed on the basis of their
fair market value net of any liabilities encumbering such assets and, to the
greatest extent possible, shall be distributed pro-rata in accordance with the
total amounts to be distributed to each Member.

               5.05 Distribution Upon Withdrawal. No Member shall be entitled to
any distribution or payment with respect to its Membership Units upon the
resignation or withdrawal of such Member other than the Preferred Members in
connection with redemption of the Preferred Units.

               5.06 Tax Matters Partner. ACME Television Holdings, LLC is hereby
designated as the initial "Tax Matters Partner" of the Company for purposes of
Section 6231(a)(7) of the Code, and such Tax Matters Partner shall have the
power to manage and control, on behalf of the Company, any administrative
proceeding at the Company level with the Internal Revenue Service relating to
the determination of any item of Company income, gain, loss, deduction or credit
for federal income tax purposes. The Members or the Majority Member, as
applicable, may at any time hereafter designate a new Tax Matters Partner;
provided, however, that only a Member may be designated as the Tax Matters
Partner of the Company.

                      (a) Partnership Status. The Company will elect to be
treated as a partnership for purposes of federal and state income tax, and each
Member covenants that it will make no election, declaration or statement on or
in any tax return, tax filing, or any book or


                                       16
<PAGE>

record maintained by it which is inconsistent with or detrimental to the
Company's ongoing maintenance of partnership tax status.

                      (b) Income Tax Compliance. The Tax Matters Partner shall
prepare or cause to be prepared and filed on behalf of the Company, when and as
required by applicable law, all federal, state and local income tax information
returns or requests for extensions thereof. Not less than thirty (30) days prior
to the due date (including extensions) for any return (but not later than August
15 of each year), the Tax Matters Partner shall submit to each Member a copy of
the return as proposed for review and a schedule showing the Member's allocable
share of the Company's tax attributes ("Tax Attributes") sufficient to allow
such Member to include such Tax Attributes in its federal income tax return.
Each Member shall provide to the Tax Matters Partner, when and as requested, all
information concerning the affairs of such Member as may be reasonably required
to permit the filing of such returns.

                      (c) Tax Elections. The Tax Matters Partner shall make the
following tax elections on behalf of the Company:

                  (i)    Unless required to adopt a different taxable year
                         pursuant to Section 706(b) of the Code, adopt the
                         calendar year as the annual accounting period;

                  (ii)   Adopt the accrual method of accounting;

                  (iii)  Deduct interest expense and taxes attributable to the
                         construction or installation of real and personal
                         property improvements to the fullest extent permitted
                         by the Code;

                  (iv)   Compute the allowance for depreciation under the most
                         accelerated tax depreciation method and using the
                         shortest life and lowest salvage value authorized by
                         applicable law, consistent with the election provided
                         for in the following clause, with respect to all
                         depreciable assets;

                  (v)    If allowed by the Code, and to the maximum extent
                         allowable, elect to take available investment tax
                         credit on the full basis of each asset; and

                  (vi)   Make such other elections as the Tax Matters Partner
                         shall have been directed in writing by the Members or
                         the Majority Member, as applicable, to make. The
                         requirement to make any of the elections set forth
                         above is predicated upon the assumption that current
                         federal income tax law will continue in force. If any
                         legislative change is made in the Code or any other tax
                         statutes or by the IRS in regulations and other
                         pronouncements or by the courts in case law affecting
                         any of such elections so as to materially alter the
                         economic result of the required election, the Tax
                         Matters Partner shall make such election in respect of
                         the item so affected as directed by the Members or the
                         Majority Member,


                                       17
<PAGE>

                         as applicable; provided, however, that such election
                         shall be made in a manner consistent with the best
                         interests of the Members as a group.

                      (d) Code Section 754 Election. In connection with any
transfer or assignment of any Membership Units, or any distribution with respect
to which a Member recognizes gain under Code section 731(a), the Members or the
Majority Member, as applicable, shall, upon the written request of any Member,
cause the Company to file an election under Code section 754 and the Treasury
Regulations thereunder to adjust the basis of the Company assets under Code
Section 734(b) or 743(b) and a corresponding election under the applicable
sections of state and local law.

                      ARTICLE VI - TRANSFERS OF INTERESTS

               6.01 Restrictions on Transfers. Other than the Transfer of
Membership Units held by ACME Subsidiary Holdings IV, LLC ("Holdings IV") in
exchange for Preferred Units of Holdings IV in accordance with the Limited
Liability Company Agreement of Holdings IV, no Membership Units of the Company
may be Transferred, nor may any Member offer to Transfer, and no Transfer by a
Member shall be binding upon the Company or any Member unless such Transfer
complies with the provisions of this Article VI and the Company receives an
executed copy of the documents effecting such Transfer.

        No Transfer shall be permitted if such Transfer would (i) violate the
registration provisions of the Securities Act or the securities laws of any
applicable jurisdiction, (ii) cause the Company to become subject to regulation
as an "investment company" under the Investment Company Act, and the rules and
regulations promulgated thereunder, (iii) result in the termination of any
material contract to which the Company is a party and which is material, or (iv)
result in the treatment of the Company as an association taxable as a
corporation or as a "publicly traded partnership" for federal income tax
purposes. The Company may require reasonable evidence as to the foregoing,
including, without limitation, a favorable opinion of counsel.

        These restrictions on Transfer of the Membership Units will cease to be
in effect upon the effectiveness of a registration statement under the
Securities Act with respect to the Membership Units pursuant to the terms and
conditions of the Membership Unitholders Agreement, dated September 30, 1997,
among the Company, Holdings and CIBC Wood Gundy Securities Corp. (the
"Membership Unitholders Agreement").

        Preferred Units may not be Transferred without the prior written consent
of the Majority Member or the holders of more than fifty percent (50%) in
interests of the Common Units.

               6.02 Substitute Members. If a Transferee of Membership Units does
not become (and until any such Transferee becomes) a substitute Member in
accordance with the provisions of Section 6.01 hereof, such Person shall not be
entitled to exercise or receive any of the rights, powers or benefits of a
Member other than the right to receive distributions which the assigning Member
has Transferred to such Person. The Company shall admit as a substitute Member
any Person that acquires Membership Units by Transfer from any Member pursuant
to


                                       18
<PAGE>

Section 6.01 hereof, but only upon the receipt of an executed instrument
satisfactory to the Company whereby such assignee becomes a party to this
Agreement as a Member.

               6.03 Allocation of Distributions Between Assignor and Assignee.
Upon the Transfer of Membership Units pursuant to this Article and unless the
assignor and assignee otherwise agree and so direct the Company in a written
statement signed by both the assignor and assignee (a) distributions pursuant to
Article V shall be made to the Person owning such Membership Units at the date
of distribution and (b) the assignee shall succeed to a pro-rata (based on the
percentage of such assignor's Membership Units Transferred) portion of the
assignor's Capital Account with respect to such Membership Units.

        Any Membership Units Transferred shall remain subject to the provisions
of this Agreement and the transferee shall have entered into an enforceable
written agreement providing that all Membership Units so Transferred shall
continue to be subject to all provisions of this Agreement as if such Membership
Units were still held by the transferring Member, and provided further that such
permitted transferee shall not be permitted to make any further Transfer without
complying with the provisions of this Agreement. Anything to the contrary in
this Agreement notwithstanding, transferees permitted hereunder shall take any
Membership Units so Transferred subject to all obligations under this Agreement
as if such Membership Units were still held by the transferring Member whether
or not they so expressly agree.

                          ARTICLE VII - INDEMNIFICATION

               7.01 Right to Indemnification. Except as limited by law and
subject to the provisions of this Article, the Company shall indemnify each
Indemnified Party from and against any and all Losses in any way related to or
arising out of this Agreement, the business of the Company or the action or
inaction of such Person hereunder (including, without limitation, the actions or
inactions of the Members and the other Indemnified Parties pursuant to Article
IX hereof upon dissolution of the Company), which may be imposed on, incurred by
or asserted at any time against any such Indemnified Party, except that no
indemnification shall be provided for any Indemnified Party regarding any matter
as to which it shall be finally determined that such Indemnified Party did not
act in good faith and in the reasonable belief that its action was in the best
interests of the Company, or with respect to a criminal matter, that it had
reasonable cause to believe that its conduct was unlawful. Subject to the
foregoing limitations, such indemnification may be provided by the Company with
respect to Losses in connection with which it is claimed that such Indemnified
Party received an improper personal benefit by reason of its position,
regardless of whether the claim arises out of the Indemnified Party's service in
such capacity, except for matters as to which it is finally determined that an
improper personal benefit was received by such Indemnified Party. The
indemnification contained in this Article VII shall survive termination of this
Agreement.

               7.02 Award of Indemnification. The determination of whether the
Company is authorized to indemnify any Indemnified Party hereunder and any award
of indemnification shall be made in each. instance by the Members; provided,
however, that as to any matter disposed of by a compromise payment, pursuant to
a consent decree or otherwise, no indemnification, either for said payment or
for any other Losses, shall be provided unless there has been obtained an
opinion in writing of legal counsel to the effect that the Person subject to
indemnification hereunder appears to have acted in good faith and that such
indemnification would not protect such Person against any liability to the
Company or the Members to which he, she or it would


                                       19
<PAGE>

otherwise be subject by reason of gross negligence, willful malfeasance or fraud
in the conduct of his, her or its office or actions not taken in good faith by
such Person. The Company shall be obliged to pay indemnification applied for by
any Indemnified Party unless there is an adverse determination (as provided
above) within forty-five (45) days after the application. If indemnification is
denied, the applicant may seek an independent determination of its right to
indemnification by a court, and in such event, the Company shall have the burden
of proving that the applicant was ineligible for indemnification under this
Article. Notwithstanding the foregoing, in the case of a proceeding by or in the
right of the Company which an Indemnified Party is adjudged liable to the
Company, indemnification hereunder shall be provided only upon a determination
by a court having jurisdiction that in view of all the circumstances of the
case, the Indemnified Party is fairly and reasonably entitled to indemnification
for such Losses as the court shall deem proper.

               7.03 Successful Defense. Notwithstanding any contrary provisions
of this Article, if any Indemnified Party has been wholly successful on the
merits in the defense of any action, suit or proceeding in which it was involved
by reason of its position with the Company or as a result of serving in such
capacity (including termination of investigative or other proceedings without a
finding of fault on the part of such Indemnified Party), such Indemnified Party
shall be indemnified by the Company against all Losses incurred by such
Indemnified Party in connection therewith.

               7.04 Advance Payments. Except as limited by law, Losses incurred
by an Indemnified Party in defending any action, suit or proceeding, including a
proceeding by or in the right of the Company, shall be paid by the Company to
such Indemnified Party in advance of final disposition of the proceeding upon
receipt of its written undertaking to repay such amount if such Indemnified
Party is determined pursuant to this Article VII or adjudicated to be ineligible
for indemnification, which undertaking shall be an unlimited general obligation
but need not be secured and may be accepted without regard to the financial
ability of such Indemnified Party to make repayment; provided, however, that no
such advance payment of issues shall be made if it is determined pursuant to
Section 7.02 of this Article on the basis of the circumstances known at the time
(without further investigation) that such Indemnified Party is ineligible for
indemnification.

               7.05 Insurance. The Company shall have power to purchase and
maintain insurance on behalf of any Indemnified Party against any liability or
cost incurred by such Person in any such capacity or arising out of its status
as such, whether or not the Company would have power to indemnify against such
liability or cost.

               7.06 Heirs and Personal Representatives. The indemnification
provided by this Article shall inure to the benefit of the heirs and personal
representatives of the Indemnified Parties.

               7.07 Non-Exclusivity. The provisions of this Article shall not be
construed to limit the power of the Company to indemnify the Members, Officers,
employees or agents to the fullest extent permitted by law or to enter into
specific agreements, commitments or arrangements for indemnification permitted
by law. The absence of any express provision for indemnification herein shall
not limit any right of indemnification existing independently of this Article.


                                       20
<PAGE>

               7.08 Amendment. The provisions of this Article may be amended or
repealed in accordance with Section 10.05; provided, however, that no amendment
or repeal of such provisions that adversely affects the rights of the Members
under this Article with respect to acts or omissions occurring at any time prior
to such amendment or repeal, shall apply to any Member without such Member's
consent.

                      ARTICLE VIII - CONFLICTS OF INTEREST

               8.01 Transactions with Interested Persons; Conflicts.

                      (a) Unless entered into in bad faith, no contract or
transaction between the Company and one or more of its Members or any other
Indemnified Party, or between the Company and any other Person in which one or
more of its Members or any other Indemnified Party has a financial interest or
is a director, manager or officer, shall be voidable solely for this reason if
such contract or transaction is fair and reasonable to the Company; and no
Member or other Indemnified Party interested in such contract or transaction,
because of such interest, shall be liable to the Company or to any other Person
or organization for any loss or expense incurred by reason of such contract or
transaction or shall be accountable for any gain or profit realized from such
contract or transaction.

                      (b) Unless otherwise expressly provided herein, (i)
whenever a conflict of interest exists or arises between the Company, its
Members and/or the other Indemnified Parties or (ii) whenever this Agreement
provides that any such Person shall act in a manner that is, or provide terms
that are, fair and reasonable to the Company or any Member, such Person shall
resolve such conflict of interest, taking such action or providing such terms,
considering in each case the relative interest of each party (including its own
interest) to such conflict, agreement, transaction or situation and the benefits
and burdens relating to such interests, any customary or acceptable industry
practices, and any applicable generally acceptable accounting practices or
principles. In the absence of bad faith by the Member or other Indemnified
Party, as the case may be, the resolution, action or term so made, taken or
provided by such Person shall not constitute a breach of this Agreement or any
other agreement contemplated herein or of any duty or obligation of such Person
at law or in equity or otherwise.

               8.02 Business Opportunities. Members may engage in or possess an
interest in other business ventures of any nature, and neither the Company nor
any other Member shall have any rights by virtue of this Agreement in or to any
such venture or the income or profits derived therefrom, and the pursuit of any
such venture, even if competitive with the activities of the Company, shall not
be deemed improper or wrongful. No Member shall be obligated to present any
particular investment or business opportunity to the Company even if such
opportunity is of a nature which could be taken by the Company.

             ARTICLE IX - DISSOLUTION, LIQUIDATION, AND TERMINATION

               9.01 No Dissolution. The Company shall not be dissolved by the
admission of additional Members, the withdrawal of a Member or the written
consent of all Members, but shall continue to exist in perpetuity, except in
accordance with the terms of this Agreement. Upon the death, retirement,
resignation, expulsion, Bankruptcy or dissolution of any Member the


                                       21
<PAGE>

Company shall not dissolve and its affairs shall not be wound up except as set
forth in Section 9.02 below.

               9.02 Events Causing Dissolution. The Company shall be dissolved
and its affairs wound up upon the occurrence of any of the following events:

                      (a) if a Majority Member shall be acting as a Manager
under Section 6.02 hereof, the Bankruptcy, dissolution, death, retirement, or
resignation of the Majority Member; unless the Company is continued upon the
written consent of a majority of the remaining Members, such consent to be given
within ninety (90) days following the occurrence of such event;

                      (b) if there shall be no Majority Member acting as a
Manager under Section 6.02 hereof, the Bankruptcy, dissolution, death,
retirement, or resignation of any Member; unless the Company is continued upon
the written consent of a majority of the remaining Members, such consent to be
given within ninety (90) days following the occurrence of such event;

                      (c) the entry of a decree of judicial dissolution under
Section 18-802 of the Act.

               9.03 Notice of Dissolution. Upon the dissolution of the Company,
the Member or the other Person or Persons (the "Liquidating Trustee") appointed
by the Members or the Majority Member, as applicable, to carry out the winding
up of the Company, shall promptly notify the Members of such dissolution.

               9.04 Liquidation. Upon dissolution of the Company, the
Liquidating Trustee shall proceed diligently to liquidate the Company and wind
up its affairs and to make final distributions as provided in Section 5.04
hereof and in the Act. The costs of dissolution and liquidation shall be borne
as an expense of the Company. Until final distribution, the Liquidating Trustee
shall continue to operate the Company properties with all of the power and
authority of the Members or the Majority Member, as applicable. As promptly as
possible after dissolution and again after final liquidation, the Liquidating
Trustee shall cause an accounting to be made by a firm of independent public
accountants of the Company's assets, liabilities and operations.

               9.05 Certificate of Cancellation. On completion of the
distribution of Company assets as provided herein, the Company shall be
terminated, and the Members or the Majority Member, as applicable, (or such
other Person or Persons as the Act may require or permit) shall file a
Certificate of Cancellation with the Secretary of State of the State of Delaware
under the Act, cancel any other filings made pursuant to Sections 2.01, 2.02 and
2.04, and take such other actions as may be necessary to terminate the existence
of the Company.

                         ARTICLE X - GENERAL PROVISIONS

               10.01 Offset. Whenever the Company is to pay any sum to any
Member, any amounts that Member owes the Company may be deducted from that sum
before payment. All amounts so deducted shall nevertheless be treated as
distributions for purposes of Sections 5.03, 5.04 and 5.05 hereof.


                                       22
<PAGE>

               10.02 Notices. Except as expressly set forth to the contrary in
this Agreement, all notices, requests, or consents provided for or permitted to
be given under this Agreement must be in writing and shall be given either by
registered or certified mail, addressed to the recipient, with return receipt
requested, or by delivering the writing to the recipient in Person, by courier,
or by facsimile transmission; and a notice, request, or consent given under this
Agreement is effective upon receipt or three days after the date mailed,
whichever is sooner. All notices, requests, and consents to be given to a Member
must be sent to or delivered at the addresses given for that Member on Schedule
A, or such other address as that Member may specify by written notice to the
other Members and the Company. Any notice, request, or consent to be given to
the Company must be given to the Members or the Majority Member, as applicable,
at the address of the principal office of Company specified in Section 2.03.
Whenever any notice is required to be given by law, the Certificate or this
Agreement, a written waiver thereof, signed by the Person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

               10.03 Entire Agreement. This Agreement, together with each
Member's Subscription Agreement, constitutes the entire agreement of the Members
relating to the Company and supersedes all prior contracts or agreements with
respect to the Company, whether oral or written.

               10.04 Amendment or Modification; Terms. This Agreement, including
any Schedule hereto, may be amended from time to time, in whole or in part, by
an instrument in writing signed in accordance with Section 3.04 hereof. Copies
of each such amendment shall be delivered to each Member at least thirty (30)
days prior to the effective date of such amendment; provided, however, in the
case of any amendment that the Members or the Majority Member, as applicable,
determines is necessary or appropriate to prevent the Company from being treated
as a publicly traded partnership taxed as a corporation under section 7704 of
the Code, the amendment shall be effective on the date provided in the
instrument containing the terms of such amendment. Nothing contained in this
Agreement shall permit the amendment of this Agreement to impair the exemption
from personal liability of the officers, employees and agents of the Company or
Members or to permit assessments upon the Members.

               10.05 Binding Effect. Subject to the restrictions on Transfers
set forth in this Agreement, this Agreement is binding on and inures to the
benefit of the parties and their respective heirs, legal representatives,
successors and assigns.

               10.06 Governing Law; Severability. This Agreement is governed by
and shall be construed in accordance with the law of the State of Delaware,
exclusive of its conflict-of-laws principles. In the event of a direct conflict
between the provisions of this Agreement and any provision of the Certificate,
or any mandatory provision of the Act, the applicable provision of the
Certificate or the Act shall control. If any provision of this Agreement or the
application thereof to any Person or circumstance is held invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of that provision shall be enforced to the fullest extent permitted by law.

               10.07 Further Assurances. In connection with this Agreement and
the transactions contemplated hereby, each Member shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate


                                       23
<PAGE>

to effectuate and perform the provisions of this Agreement and those
transactions, as requested by the Members or the Majority Member, as applicable.

               10.08 Waiver of Certain Rights. Each Member irrevocably waives
any right it may have to maintain any action for dissolution of the Company or
for partition of the property of the Company.

               10.09 Third-Party Beneficiaries. Except with respect to the
Lenders, who are expressly intended to be third-party beneficiaries of this
Agreement, there shall be no third-party beneficiaries of this Agreement.

               10.10 Failure to Pursue Remedies. The failure of any party to
seek redress for violation of, or to insist upon the strict performance of, any
provision of this Agreement shall not prevent a subsequent act, which would have
originally constituted a violation, from having the effect of any original
violation.

               10.11 Cumulative Remedies. The rights and remedies provided by
this Agreement are cumulative and the use of any one right or remedy by any
party shall not preclude or waive its right to use any or all other remedies.
Said rights and remedies are given in addition to any other right the parties
may have by law, statute, ordinance or otherwise.

               10.12 Notice to Members of Provisions of this Agreement. By
executing this Agreement, each Member acknowledges that such Member has actual
notice of (a) all of the provisions of this Agreement, including, without
limitation, the restrictions on the Transfer of Membership Units set forth in
Articles III and VI, and (b) all of the provisions of the Certificate. Each
Member hereby agrees that this Agreement constitutes adequate notice of all such
provisions, and each Member hereby waives any requirement that any further
notice thereunder be given.

               10.13 Interpretation. For the purposes of this Agreement, terms
not defined in this Agreement shall be defined as provided in the Act; and all
nouns, pronouns and verbs used in this Agreement shall be construed as
masculine, feminine, neuter, singular, or plural, whichever shall be applicable.
Titles or captions of Articles and Sections contained in this Agreement are
inserted as a matter of convenience and for reference, and in no way define,
limit, extend or describe the scope of this Agreement or the intent of any
provision hereof.

               10.14 Counterparts. This Agreement may be executed in any number
of counterparts with the same effect as if all signing parties had signed the
same document, and all counterparts shall be construed together and shall
constitute the same instrument.

                                  [END OF TEXT]



                                       24
<PAGE>

        IN WITNESS WHEREOF, the parties hereto executed this Agreement under
seal as of the date set forth above.

                                       ACME INTERMEDIATE HOLDINGS, LLC

                                       By /s/ Thomas D. Allen
                                          --------------------------------------
                                          Name: Thomas D. Allen
                                          Title: Executive Vice President & CFO


                                       ACME TELEVISION HOLDINGS, LLC

                                       By /s/ Thomas D. Allen
                                          --------------------------------------
                                          Name: Thomas D. Allen
                                          Title: Executive Vice President & CFO


                                       ACME SUBSIDIARY HOLDINGS, LLC

                                       By /s/ Thomas D. Allen
                                          --------------------------------------
                                          Name: Thomas D. Allen
                                          Title: Executive Vice President & CFO


                                       ACME SUBSIDIARY HOLDINGS IV, LLC

                                       By /s/ Thomas D. Allen
                                          --------------------------------------
                                          Name: Thomas D. Allen
                                          Title: Executive Vice President & CFO



                                       25
<PAGE>

                         ACME INTERMEDIATE HOLDINGS, LLC

                                   Schedule A

<TABLE>
<CAPTION>
         Common Member                    No. of Common Units        Capital Contribution
         -------------                    -------------------        --------------------
<S>                                       <C>                        <C>
ACME Television Holdings, LLC               [800,939.875]              [$55,090,496.82]
ACME Subsidiary Holdings, LLC                [4,477.125]               [$   309,503.18]
ACME Subsidiary Holdings IV, LLC              [18,374.0]               [$ 1,101,093.75]

       Preferred Member                 No. of Preferred Units

ACME Television Holdings, LLC                   15,000                  $15,000,000(1)
</TABLE>


--------

(1) For purposes of determining accrued dividends on the Preferred Units,
$7,000,000 of the Preferred Capital Contribution was made on April 23, 1999 and
$8,000,000 of the Preferred Capital Contribution will be made on June 23, 1999.



                                       26