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                                                                 EXHIBIT 10.3

                             MASTER LEASE AGREEMENT
                                     (QUASI)

        THIS MASTER LEASE AGREEMENT, dated as of June 30, 1998 ("AGREEMENT"),
between GENERAL ELECTRIC CAPITAL CORPORATION, with an office at 4 North Park
Drive, Suite 500, Hunt Valley, Maryland, 21030 (hereinafter called, together
with its successors and assigns, if any, "LESSOR"), and ACME TELEVISION, LLC , a
limited liability company organized and existing under the laws of the State of
Delaware with its mailing address and chief place of business at 2101 E. Fourth
Street, Suite 202, Santa Ana, California 92705 (hereinafter called "LESSEE").

                                   WITNESSETH:

I.  LEASING:
(a) Subject to the terms and conditions set forth below, Lessor agrees to lease
to Lessee, and Lessee agrees to lease from Lessor, the equipment ("EQUIPMENT")
described in Annex A to any schedule hereto ("SCHEDULE"). Terms defined in a
Schedule and not otherwise defined herein shall have the meanings ascribed to
them in such Schedule. (b) The obligation of Lessor to purchase Equipment from
the manufacturer or supplier thereof ("SUPPLIER") and to lease the same to
Lessee under any Schedule shall be subject to receipt by Lessor, prior to the
Lease Commencement Date (with respect to such Equipment), of each of the
following documents in form and substance satisfactory to Lessor: (i) a Schedule
relating to the Equipment then to be leased hereunder executed by the Lessee,
(ii) a purchase order assignment and consent in form satisfactory to Lessor,
unless Lessor shall have delivered its purchase order for the Equipment, or paid
in full invoice or other evidence of ownership of the Equipment, whichever is
applicable, (iii) evidence of insurance which complies with the requirements of
Section IX, and (iv) such other documents as Lessor may reasonably request. As a
further condition to such obligations of Lessor, Lessee shall, upon delivery of
such Equipment (but not later than the Last Delivery Date specified in the
applicable Schedule) execute and deliver to Lessor a Certificate of Acceptance
(in the form of Annex C to the applicable Schedule) covering such Equipment.
Lessor hereby appoints Lessee its agent for inspection and acceptance of the
Equipment from the Supplier. Upon execution and delivery by Lessee of any
Certificate of Acceptance, the Equipment described thereon shall be deemed to
have been delivered to, and irrevocably accepted by, Lessee for lease hereunder.

II.  TERM, RENT AND PAYMENT:
(a) The rent payable hereunder and Lessee's right to use the Equipment shall
commence on the date of execution by Lessee of the Certificate of Acceptance for
such Equipment ("LEASE COMMENCEMENT DATE"). The term of this Agreement shall be
the period specified in the applicable Schedule. If any term is extended, the
word "term" shall be deemed to refer to all extended terms, and all provisions
of this Agreement shall apply during any extended terms, except as may be
otherwise specifically provided in writing. (b) Rent shall be paid to Lessor at
its address stated above, except as otherwise directed by Lessor. Payments of
rent shall be in the amount set forth in, and due in accordance with, the
provisions of the applicable Schedule. If one or more Advance Rentals are
payable, such Advance Rental shall be (i) set forth on the applicable Schedule,
(ii) due upon acceptance by Lessor of such Schedule, and (iii) when received by
Lessor, applied to the first rent payment and the balance, if any, to the final
rental payment(s) under such Schedule. In no event shall any Advance Rental or
any other rent payments be refunded to Lessee. If rent is not paid within ten
days of its due date, Lessee agrees to pay a late charge of five cents ($0.05)
per dollar on, and in addition to, the amount of such rent but not exceeding the
lawful maximum, if any. (c) So long as no default shall have occurred and be
continuing under the terms of this Agreement, neither Lessor nor its agents,
employees, creditors, or assigns will disturb Lessee's quite, peaceful and
uninterrupted possession of the Equipment during the term of this Lease and
Lessee's uninterrupted use thereof for its intended purpose.

III.  TAXES:
Lessee shall have no liability for taxes imposed by the United States of America
or any State or political subdivision thereof which are on or measured by the
net income of Lessor. Subject to the foregoing, Lessee shall report (to the
extent that it is legally permissible) and pay promptly all other taxes, fees
and assessments due, imposed, assessed or levied against any Equipment (or the
purchase, ownership, delivery, leasing, possession, use or operation thereof),
this Agreement (or any rentals or receipts hereunder), any Schedule, Lessor or
Lessee by any foreign, federal, state or local government or taxing authority
during or related to the term of this Agreement, including, without limitation,
all license and registration fees, and all sales, use, personal property,
excise, gross receipts, franchise, stamp or other taxes, imposts, duties and
charges, together with any penalties, fines or interest thereon (all hereinafter
called "Taxes"). Lessee shall (i) (on an after-tax basis) reimburse Lessor upon
receipt of written request for reimbursement for any Taxes charged to or
assessed against Lessor, (ii) on request of Lessor, submit to Lessor written
evidence of Lessee's payment of Taxes, (iii) send a copy thereof to Lessor. The
obligations of Lessee under this Section III shall survive any expiration or
termination of this Agreement.

IV.  REPORTS:
(a) Lessee will notify Lessor in writing, within ten days after any tax or other
lien shall attach to any Equipment, of the full particulars thereof and of the
location of such Equipment on the date of such notification. (b) In the event
Lessee does not file a Form 10-K with the Securities and Exchange Commission,
Lessee will within 90 days of the close of each fiscal year of Lessee, deliver
to Lessor, Lessee's balance sheet and profit and loss statement, certified by a
recognized firm of certified public accountants. Lessee will, within thirty (30)
days after the date on which they are filed, deliver to Lessor all Forms 10-K
and 10-Q filed with the Securities and Exchange Commission. Upon request (but
only in the event Lessee does not file a Form 10-Q with the Securities and
Exchange Commission) Lessee will deliver to Lessor quarterly, within 90 days of
the close of each fiscal quarter of Lessee, in reasonable detail, copies of
Lessee's quarterly financial report certified by the chief financial officer of
Lessee. Upon request, Lessee will deliver to Lessor one copy of each financial
statement, report, notice or proxy statement sent by Lessee to shareholders
generally and one copy of each regular or periodic report, registration
statement or prospectus filed by Lessee with any securities exchange or the
Securities and Exchange Commission or any successor agency, such copies to be
delivered to Lessor within thirty (30) days after they become available or are
otherwise filed.(c) Lessee will permit Lessor to inspect any Equipment during
normal business hours and upon reasonable notice as long as such inspection does
not interfere with Lessee's operations. (d) Lessee will keep the Equipment at
the Equipment Location (specified in the applicable Schedule) and will promptly
notify Lessor of any relocation of Equipment. Upon the written request of
Lessor, Lessee will notify Lessor forthwith in writing of the location of any
Equipment as of the date of such notification. (e) Lessee will promptly and
fully report to Lessor in writing if any Equipment is lost or damaged (where the
estimated repair costs would exceed 10% of its then fair market value), or is
otherwise involved in an accident causing personal injury or property damage.
(f) Within 30 days after any request by Lessor (but in no event more than once a
year, unless Lessee is in default hereunder), Lessee will furnish a certificate
of an authorized officer of Lessee stating that he 


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has reviewed the activities of Lessee and that, to the best of his knowledge,
there exists no default (as described in Section XI) or event which with notice
or lapse of time (or both) would become such a default.

V. DELIVERY, USE AND OPERATION:
(a) All Equipment shall be shipped directly from the Supplier to Lessee. (b)
Lessee agrees that the Equipment will be used by Lessee solely in the conduct of
its business and in a manner complying with all applicable federal, state, and
local laws and regulations and any applicable insurance policies and Lessee
shall not discontinue use of the Equipment. (c) LESSEE SHALL NOT ASSIGN,
MORTGAGE, SUBLET OR HYPOTHECATE ANY EQUIPMENT, OR THE INTEREST OF LESSEE
HEREUNDER, NOR SHALL LESSEE REMOVE ANY EQUIPMENT FROM THE CONTINENTAL UNITED
STATES, WITHOUT THE PRIOR WRITTEN CONSENT OF THE LESSOR. (d) Lessee will keep
the Equipment free and clear of all liens and encumbrances other than those
which are granted in favor of or result from acts of Lessor.

VI. SERVICE:
(a) Lessee will, at its sole expense, maintain each unit of Equipment in good
operating order, repair, condition and appearance in accordance with
manufacturer's recommendations, normal wear and tear excepted. Lessee shall, if
at any time requested by Lessor, affix in a prominent position on each unit of
Equipment plates, tags or other identifying labels showing ownership thereof by
Lessee and Lessor's security interest therein. (b) Lessee will not, without the
prior consent of Lessor, affix or install any accessory, equipment or device on
any Equipment if such addition will impair the originally intended function or
use of such Equipment. All additions, repairs, parts, supplies, accessories,
equipment, and devices furnished, attached or affixed to any Equipment which are
not readily removable shall be made only in compliance with applicable law; and
shall become subject to the lien of Lessor. Lessee shall not make any
attachments or improvements to the Equipment which are not readily removable
unless Lessee subjects the attachments or improvements to the lien of Lessor
hereunder. Lessee will not, without the prior written consent of Lessor and
subject to such conditions as Lessor may impose for its protection, affix or
install any Equipment to or in any other personal or real property. (c) Any
alterations or modifications to the Equipment that may, at any time during the
term of this Agreement, be required to comply with any applicable law, rule or
regulation shall be made at the expense of Lessee.

VII. STIPULATED LOSS VALUE:
Lessee shall promptly and fully notify Lessor in writing if any unit of
Equipment shall be or become worn out, lost, stolen, destroyed, irreparably
damaged in the reasonable determination of Lessee, or permanently rendered unfit
for use from any cause whatsoever (such occurrences being hereinafter called
"CASUALTY OCCURRENCES"). On the rental payment date next succeeding a Casualty
Occurrence (the "PAYMENT DATE"), Lessee shall pay Lessor the sum of (x) the
Stipulated Loss Value of such unit calculated as of the rental payment date next
preceding such Casualty Occurrence ("CALCULATION DATE"); and (y) all accrued and
unpaid rental and other amounts which are due hereunder as of the Payment Date.
Upon payment of all sums due hereunder, the term of this lease as to such unit
shall terminate and (except in the case of the loss, theft or complete
destruction of such unit) Lessor shall be entitled to recover possession of such
unit.

VIII. LOSS OR DAMAGE:
Lessee hereby assumes and shall bear the entire risk of any loss, theft, damage
to, or destruction of, any unit of Equipment from any cause whatsoever from the
time the Equipment is shipped to Lessee.

IX. INSURANCE:
Lessee agrees, at its own expense, to maintain insurance for damage to or loss
of all Equipment and liability coverage for personal injuries, death or property
damage, with Lessor named as additional insured and with a loss payable clause
in favor of Lessor, as its interest may appear, irrespective of any breach of
warranty or other act or omission of Lessee. The insurance shall provide (i)
liability coverage in an amount equal to at least ONE MILLION U.S. DOLLARS
($1,000,000.00) (or such other amount as specified on the applicable Schedule)
total liability per occurrence, and (ii) casualty/property damage coverage in an
amount equal to the higher of the Stipulated Loss Value or the full replacement
cost of the Equipment. All such policies shall be with companies, and on terms,
satisfactory to Lessor. Lessee agrees to deliver to Lessor certificates or other
evidence of insurance reasonably satisfactory to Lessor. No insurance shall be
subject to any co-insurance clause. Lessee hereby appoints Lessor as Lessee's
attorney-in-fact to make proof of loss and claim for insurance, and to make
adjustments with insurers and to receive payment of and execute or endorse all
documents, checks or drafts in connection with payments made as a result of such
insurance policies. Any expense of Lessor in adjusting or collecting insurance
shall be borne by Lessee. Lessee will not make adjustments with insurers except
(i) with respect to claims for damage to any unit of Equipment where the repair
costs do not exceed 10% of such unit's fair market value, or (ii) with Lessor's
written consent. Said policies shall provide that the insurance may not be
altered or canceled by the insurer until after thirty (30) days written notice
to Lessor. Unless Lessee is in default, Lessee may, at its option, cause Lessor
to apply proceeds of insurance, in whole or in part, to (i) repair or replace
Equipment or any portion thereof, or (ii) satisfy any obligation of Lessee to
Lessor hereunder. If Lessee is in default, then Lessor shall direct the
application of such proceeds to either of the foregoing.

X. RETURN OF EQUIPMENT:
(a) Upon any expiration or termination of this Agreement or any Schedule, Lessee
shall promptly, at its own cost and expense: (i) perform any testing and repairs
required to place the affected units of Equipment (other than any Equipment as
to which a Casualty Occurrence has occurred) in the same condition and
appearance as when received by Lessee (reasonable wear and tear excepted) and in
good working order for their originally intended purpose; (ii) if
deinstallation, disassembly or crating is required, cause such units to be
deinstalled, disassembled and crated by an authorized manufacturer's
representative or such other service person as is satisfactory to Lessor; and
(iii) return such units to a location as Lessor shall direct within a radius of
1,000 miles of the location of such Equipment at the time of termination. (b)
Until Lessee has fully complied with the requirements of Section X(a) above,
Lessee's rent payment obligation and all other obligations under this Agreement
shall continue from month to month notwithstanding any expiration or termination
of the lease term. Lessor may terminate such continued leasehold interest upon
ten (10) days notice to Lessee.

XI. DEFAULT:
(a) Lessor may in writing declare this Agreement in default if: Lessee breaches
its obligation to pay rent or any other sum when due and fails to cure the
breach within ten (10) days; Lessee breaches any of its insurance obligations
under Section IX; Lessee breaches any of its other obligations to Lessor
hereunder or under any instrument, document or agreement between Lessor and
Lessee and fails to cure that breach within thirty (30) days after written
notice thereof; any representation or 


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warranty made by Lessee in connection with this Agreement shall be false or
misleading in any material respect; Lessee or any guarantor becomes insolvent
(as defined under applicable law) or ceases to do business as a going concern;
any Equipment is illegally used; or a petition is filed by Lessee or any
guarantor under any bankruptcy or insolvency laws or, an involuntary petition is
filed against Lessee and is not dismissed within ninety (90) days; there is a
default in or a revocation or anticipatory repudiation of any guarantor's
obligations under any guaranty issued in connection with this Agreement;





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Lessee shall be in default under its credit/loan agreement with Canadian
Imperial Bank of Commerce or any replacement or successor credit/loan agreement
(whether by refinancing or otherwise) and the applicable grace or cure period
with respect thereto shall have expired and such default remains uncured or
unwaived; Lessee or any guarantor shall have terminated its existence,
consolidated with, merged into or conveyed or leased substantially all of its
assets as an entirety to any person (such actions being referred to as an
"EVENT"), unless not less than sixty (60) days prior to such Event: (x) such
person is organized and existing under the laws of the United States or any
state, and executes and delivers to Lessor an agreement containing an effective
assumption by such person of the due and punctual performance of this Lease or
guaranty thereof, as the case may be, and (y) the debt-to-net worth ratio of
such person is no greater than the debt-to-net worth ratio of Lessee as of the
date of this Agreement (such ratios as determined in accordance with generally
accepted accounting principles); if effective control of Lessee's voting
membership interests, issued and outstanding from time to time, is not retained
by the present members (unless Lessee shall have provided sixty (60) days' prior
written notice to Lessor of the proposed disposition of membership interests and
Lessor shall have consented thereto in writing). Any provision of this Agreement
to the contrary notwithstanding, Lessor may exercise all rights and remedies
hereunder independently with respect to each Schedule. Such declaration shall
apply to all Schedules to which Lessor or an assignee is a party except as
specifically excepted by Lessor or such assignee. (b) After default, at the
request of Lessor, Lessee shall comply with the provisions of Section X(a).
Lessee hereby authorizes Lessor to enter, with or without legal process, any
premises where any Equipment is believed to be and take possession thereof.
Lessee shall, without further demand, forthwith pay to Lessor (i) as liquidated
damages for loss of a bargain and not as a penalty, the Stipulated Loss Value of
the Equipment (calculated as of the rental next preceding the declaration of
default), and (ii) all accrued and unpaid rentals and other sums then due
hereunder. Lessor may, but shall not be required to, sell Equipment at private
or public sale, in bulk or in parcels, with or without notice, and without
having the Equipment present at the place of sale; or Lessor may, but shall not
be required to, lease, otherwise dispose of or keep idle all or part of the
Equipment; and Lessor may use Lessee's premises for any or all of the foregoing
without liability for rent, costs, damages or otherwise. The proceeds of sale,
lease or other disposition, if any, shall be applied in the following order of
priorities: (1) to pay all of Lessor's costs, charges and expenses incurred in
taking, removing, holding, repairing and selling, leasing or otherwise disposing
of Equipment; then, (2) to the extent not previously paid by Lessee, to pay
Lessor all sums due from Lessee hereunder; then (3) to reimburse to Lessee any
sums previously paid by Lessee as liquidated damages; and (4) any surplus shall
be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) forthwith.
(c) The foregoing remedies are cumulative, and any or all thereof may be
exercised in lieu of or in addition to each other or any remedies at law, in
equity, or under statute. Lessee waives notice of sale or other disposition (and
the time and place thereof), and the manner and place of any advertising. Lessee
shall pay Lessor's actual attorney's fees incurred in connection with the
enforcement, assertion, defense or preservation of Lessor's rights and remedies
hereunder, or if prohibited by law, such lesser sum as may be permitted. Waiver
of any default shall not be a waiver of any other or subsequent default. (d) Any
default under the terms of this or any other agreement between Lessor and Lessee
may be declared by Lessor a default under this and any such other agreement.

XII. ASSIGNMENT:
Lessor may, without the consent of Lessee, assign this Agreement or any
Schedule. Lessee agrees that if Lessee receives written notice of an assignment
from Lessor, Lessee will pay all rent and other amounts payable under any
assigned Equipment Schedule to such assignee or as instructed by Lessor. Lessee
further agrees to confirm in writing receipt of a notice of assignment as may be
reasonable requested by assignee. Lessee hereby waives and agrees not to assert
against any such assignee any defense, set-off, recoupment claim or counterclaim
which Lessee has or may at any time have against Lessor for any reason
whatsoever.

XIII. NET LEASE; NO SET-OFF, ETC:
This Agreement is a net lease. Lessee's obligation to pay rent and other amounts
due hereunder shall be absolute and unconditional. Lessee shall not be entitled
to any abatement or reductions of, or set-offs against, said rent or other
amounts, including, without limitation, those arising or allegedly arising out
of claims (present or future, alleged or actual, and including claims arising
out of strict tort or negligence of Lessor) of Lessee against Lessor under this
Agreement or otherwise. Nor shall this Agreement terminate or the obligations of
Lessee be affected by reason of any defect in or damage to, or loss of
possession, use or destruction of, any Equipment from whatsoever cause. It is
the intention of the parties that rents and other amounts due hereunder shall
continue to be payable in all events in the manner and at the times set forth
herein unless the obligation to do so shall have been terminated pursuant to the
express terms hereof.

XIV. INDEMNIFICATION:
(a) Lessee hereby agrees to indemnify, save and keep harmless (on an after-tax
basis) Lessor, its agents, employees, successors and assigns from and against
any and all losses, damages, penalties, injuries, claims, actions and suits,
including legal expenses, of whatsoever kind and nature, in contract or tort,
including, but not limited to, Lessor's strict liability in tort, arising out of
(i) the selection, manufacture, purchase, acceptance or rejection of Equipment,
the ownership of Equipment during the term of this Agreement, and the delivery,
lease, possession, maintenance, uses, condition, return or operation of
Equipment (including, without limitation, latent and other defects, whether or
not discoverable by Lessor or Lessee and any claim for patent, trademark or
copyright infringement or environmental damage) or (ii) the condition of
Equipment sold or disposed of after use by Lessee, any sublessee or employees of
Lessee. Lessee shall, upon request, defend any actions based on, or arising out
of, any of the foregoing. (b) All of Lessor's rights, privileges and indemnities
contained in this Section XIV shall survive the expiration or other termination
of this Agreement and the rights, privileges and indemnities contained herein
are expressly made for the benefit of, and shall be enforceable by Lessor, its
successors and assigns.

XV. DISCLAIMER:
LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE
FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES NOT MAKE, HAS NOT MADE, NOR
SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED
HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR
WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY,
PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as
between Lessor and Lessee, are to be borne by Lessee. Without limiting the
foregoing, Lessor shall have no responsibility or liability to Lessee or any
other person with respect to any of the following, (i) any liability, loss or
damage caused or alleged to be caused directly or indirectly by any Equipment,
any inadequacy thereof, any deficiency or defect (latent or otherwise) therein,
or any other circumstance in connection therewith; (ii) the use, operation or
performance of any Equipment or any risks relating thereto; (iii) any
interruption of service, loss of business or anticipated profits or
consequential damages; or (iv) the delivery, operation, servicing, maintenance,
repair, improvement or replacement of any Equipment. If, and so long as, no
default exists under this Lease, Lessee shall be, and hereby is, authorized
during the term of this Lease to assert and enforce, at Lessee's sole cost and
expense, from time to time, in the name of and for the account of Lessor and/or
Lessee, as their interests may appear, whatever claims and rights Lessor may
have against any Supplier of the Equipment.



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XVI. REPRESENTATIONS AND WARRANTIES OF LESSEE:
Lessee hereby represents and warrants to Lessor that on the date hereof and on
the date of execution of each Schedule: (a) Lessee has adequate power and
capacity to enter into, and perform under, this Agreement and all related
documents (together, the "DOCUMENTS") and is duly qualified to do business
wherever necessary to carry on its present business and operations, including
the jurisdiction(s) where the Equipment is or is to be located. (b) The
Documents have been duly authorized, executed and delivered by Lessee and
constitute valid, legal and binding agreements, enforceable in accordance with
their terms, except to the extent that the enforcement of remedies therein
provided may be limited under applicable bankruptcy and insolvency laws. (c) No
approval, consent or withholding of objections is required from any governmental
authority or instrumentality with respect to the entry into or performance by
Lessee of the Documents except such as have already been obtained. (d) The entry
into and performance by Lessee of the Documents will not: (i) violate any
judgment, order, law or regulation applicable to Lessee or any provision of
Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach
of, constitute a default under or result in the creation of any lien, charge,
security interest or other encumbrance upon any Equipment pursuant to any
indenture, mortgage, deed of trust, bank loan or credit agreement or other
instrument (other than this Agreement) to which Lessee is a party. (e) There are
no suits or proceedings pending or threatened in court or before any commission,
board or other administrative agency against or affecting Lessee, which will
have a material adverse effect on the ability of Lessee to fulfill its
obligations under this Agreement. (f) The Equipment accepted under any
Certificate of Acceptance is and will remain tangible personal property. (g)
Each Balance Sheet and Statement of Income delivered to Lessor has been prepared
in accordance with generally accepted accounting principles, and since the date
of the most recent such Balance Sheet and Statement of Income, there has been no
material adverse change. (h) Lessee is and will be at all times validly existing
and in good standing under the laws of the State of its organization (specified
in the first sentence of this Agreement). (i) The Equipment will at all times be
used for commercial or business purposes.

XVII. OWNERSHIP FOR TAX PURPOSES, GRANT OF SECURITY INTEREST;
USURY SAVINGS:
(a) For income tax purposes, the parties hereto agree that it is their mutual
intention that Lessee shall be considered the owner of the Equipment.
Accordingly, Lessor agrees (i) to treat Lessee as the owner of the Equipment on
its federal income tax return, (ii) not to take actions or positions
inconsistent with such treatment on or with respect to its federal income tax
return, and (iii) not to claim any tax benefits available to an owner of the
Equipment on or with respect to its federal income tax return. The foregoing
undertakings by Lessor shall not be violated by Lessor's taking a tax position
inconsistent with the forgoing sentence to the extent such a position is
required by law or is taken through inadvertence so long as such inadvertent tax
position is reversed by Lessor promptly upon its discovery. Lessor shall in no
event be liable to Lessee if Lessee fails to secure any of the tax benefits
available to the owner of the Equipment . (b) Lessee hereby grants to Lessor a
first security interest in the Equipment, together with all additions,
attachments, accessions, accessories and accessions thereto which are not
readily removable and subject to this Agreement and any and all substitutions,
replacements or exchanges for such Equipment under this Agreement, and any and
all insurance and/or other proceeds of the property in and against which a
security interest is granted hereunder. Notwithstanding anything to the contrary
contained elsewhere in this Agreement, to the extent that Lessor asserts a
purchase money security interest in any items of Equipment ("PMSI EQUIPMENT"):
(i) the PMSI Equipment shall secure only those sums which have been advanced by
Lessor for the purchase of the PMSI Equipment, or the acquisition of rights
therein, or the use thereof (the "PMSI INDEBTEDNESS"), and (ii) no other
Equipment shall secure the PMSI Indebtedness. (c) It is the intention of the
parties hereto to comply with any applicable usury laws to the extent that any
Schedule is determined to be subject to such laws; accordingly, it is agreed
that, notwithstanding any provision to the contrary in any Schedule or the
Lease, in no event shall any Schedule require the payment or permit the
collection of interest in excess of the maximum amount permitted by applicable
law. If any such excess interest is contracted for, charged or received under
any Schedule or the Lease, or in the event that all of the principal balance
shall be prepaid, so that under any of such circumstances the amount of interest
contracted for, charged or received under any Schedule or the Lease shall exceed
the maximum amount of interest permitted by applicable law, then in such event
(a) the provisions of this paragraph shall govern and control, (b) neither
Lessee nor any other person or entity now or hereafter liable for the payment
hereof shall be obligated to pay the amount of such interest to the extent that
it is in excess of the maximum amount of interest permitted by applicable law,
(c) any such excess which may have been collected shall be either applied as a
credit against the then unpaid principal balance or refunded to Lessee, at the
option of the Lessor, and (d) the effective rate of interest shall be
automatically reduced to the maximum lawful contract rate allowed under
applicable law as now or hereafter construed by the courts having jurisdiction
thereof. It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received under
any Schedule or the Lease which are made for the purpose of determining whether
such rate exceeds the maximum lawful contract rate, shall be made, to the extent
permitted by applicable law, by amortizing, prorating, allocating and spreading
in equal parts during the period of the full stated term of the indebtedness
evidenced hereby, all interest at any time contracted for, charged or received
from Lessee or otherwise by Lessor in connection with such indebtedness;
provided, however, that if any applicable state law is amended or the law of the
United States of America preempts any applicable state law, so that it becomes
lawful for Lessor to receive a greater interest per annum rate than is presently
allowed, the Lessee agrees that, on the effective date of such amendment or
preemption, as the case may be, the lawful maximum hereunder shall be increased
to the maximum interest per annum rate allowed by the amended state law or the
law of the United States of America.

XVIII. [RESERVED]

XIX. EARLY PURCHASE OPTION:
(a) Provided that the Lease has not been earlier terminated and provided further
that Lessee is not in default under the Lease or any other agreement between
Lessor and Lessee. Lessee may, UPON AT LEAST 30 DAYS BUT NO MORE THAN 270 DAYS
PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S IRREVOCABLE ELECTION TO EXERCISE SUCH
OPTION, purchase all (but not less than all) of the Equipment listed and
described in any Schedule on any Rent Payment Date following the First
Termination Date as set forth in such Schedule, and prior to the date which is
the scheduled expiration of this Lease, (the "EARLY




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PURCHASE DATE") for a price equal to (i) the Termination Value (calculated as of
the Early Purchase Date) for the Equipment, and (ii) all rent and other sums due
and unpaid as of the Purchase Date (the "EARLY OPTION PRICE"), plus all
applicable sales taxes on an AS IS BASIS. (The purchase option granted by this
subsection shall be referred to herein as the "EARLY PURCHASE OPTION"). (b) If
Lessee exercises its Early Purchase Option with respect to the Equipment leased
hereunder, then on the Early Purchase Date, Lessee shall pay to Lessor any rent
and other sums due and unpaid on the Early Purchase Date and Lessee shall pay
the Early Option Price, plus all applicable sales taxes, to Lessor in cash.

XX. PURCHASE OPTION:
(a) So long as no default exists hereunder and the lease has not been earlier
terminated, Lessee may at lease expiration purchase all (but not less than all)
of the Equipment in any Schedule on an AS IS, WHERE IS BASIS for cash equal to
the amount indicated in such Schedule (the "OPTION PAYMENT"). The Option Payment
shall be due and payable in immediately available funds on the Expiration Date.
(b) Lessee shall be deemed to have waived this option unless it provides Lessor
with written notice of its irrevocable election to exercise the same not less
than 90 days prior to the Expiration Date.

XXI. MISCELLANEOUS:
(a) LESSEE HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
LEASE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR. The
scope of this waiver is intended to be all encompassing of any and all disputes
that may be filed in any court (including, without limitation, contract claims,
tort claims, breach of duty claims, and all other common law and statutory
claims). THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LEASE, ANY RELATED DOCUMENTS, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION. In the event of litigation, this Lease may be filed as a written
waiver of trial by jury. (b) Unless and until Lessee exercises its rights under
Section XIX above, nothing herein contained shall give or convey to Lessee any
right, title or interest in and to any Equipment except as a lessee. Any
cancellation or termination by Lessor, pursuant to the provision of this
Agreement, any Schedule, supplement or amendment hereto, or the lease of any
Equipment hereunder, shall not release Lessee from any then outstanding
obligations to Lessor hereunder. All Equipment shall at all times remain
personal property of Lessor regardless of the degree of its annexation to any
real property and shall not by reason of any installation in, or affixation to,
real or personal property become a part thereof. (c) Time is of the essence of
this Agreement. Lessor's failure at any time to require strict performance by
Lessee of any of the provisions hereof shall not waive or diminish Lessor's
right thereafter to demand strict compliance therewith. Lessee agrees, upon
Lessor's request, to execute any instrument necessary or expedient for filing,
recording or perfecting the interest of Lessor. All notices required to be given
hereunder shall be deemed adequately given if sent by registered or certified
mail to the addressee at its address stated herein, or at such other place as
such addressee may have designated in writing. This Agreement and any Schedule
and Annexes thereto constitute the entire agreement of the parties with respect
to the subject matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR
ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID UNLESS IN
WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.

           JC/TA
----------------
        initials

(d) In case of a failure of Lessee to comply with any provision of this
Agreement, Lessor shall have the right, but shall not be obligated to, effect
such compliance, in whole or in part; and all moneys spent and expenses and
obligations incurred or assumed by Lessor in effecting such compliance shall
constitute additional rent due to Lessor within five days after the date Lessor
sends notice to Lessee requesting payment. Lessor's effecting such compliance
shall not be a waiver of Lessee's default.

(e) Any rent or other amount not paid to Lessor when due hereunder shall bear
interest, both before and after any judgment or termination hereof, at the
lesser of eighteen percent per annum or the maximum rate allowed by law. Any
provisions in this Agreement and any Schedule which are in conflict with any
statute, law or applicable rule shall be deemed omitted, modified or altered to
conform thereto.


IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.

LESSOR:                                        LESSEE:

GENERAL ELECTRIC CAPITAL CORPORATION           ACME TELEVISION, LLC

By:  /s/ Jennifer Coyle                        By:  /s/ Thomas Allen
     -------------------------------------          ----------------------------
Name:  Jennifer A. Coyle                       Name:  Thonmas Allen
       -----------------------------------            --------------------------
Title:  Transaction & Syndication Manager      Title:  Exec. V.P.
        ----------------------------------             -------------------------



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