---

EXHIBIT 10.16

# AMENDMENT NUMBER ONE TO
LOAN AND SECURITY AGREEMENT

This
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT
(this Amendment) is entered into as of March 10, 2005, by and among
FORTRESS CREDIT CORP., a California corporation (Agent), as Agent for the
Lenders, the lenders identified on the signature pages hereof (the Lenders,
and together with Agent, the Lender Group), ACME TELEVISION, LLC, a
Delaware limited liability company (Borrower), and ACME COMMUNICATIONS,
INC.,a Delaware corporation (Parent), and the Guarantors, with reference
to the following:

WHEREAS,
Borrower and Parent entered into that certain Second Amended and Restated Loan and
Security Agreement, dated as of November 8, 2004 (as amended, restated, supplemented, or
otherwise modified from time to time, the Loan Agreement), with the Lender
Group pursuant to which the Lenders have made certain loans and financial accommodations
available to Borrower;

WHEREAS,
Borrower, Parent, and the Guarantors have requested that the Lender Group agree to certain
amendments with respect to the Loan Agreement;

WHEREAS,
subject to the terms and conditions set forth herein, the Lender Group is willing to
provide the amendments requested by Borrower, Parent, and the Guarantors.

NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

1.    
          Defined Terms. All terms used herein and not otherwise defined shall have
          the meanings ascribed thereto in the Loan Agreement.

2.     
Amendments
to the Loan Agreement.

(a)   Section 1.1 of
the Loan Agreement is hereby amended by amending and restating the defined term
EBITDA to read as follows:

| | EBITDA
means, with respect to any fiscal period, Borrowers and its Subsidiaries
consolidated net earnings (or loss), minus interest income, extraordinary gains,
and Syndicated Program Payments plus interest expense, income taxes, depreciation
and amortization, LMA Fees, Amortization of Syndicated Program Rights, and other non-cash
charges for such period (such non-cash charges to exclude charges in respect of time or
revenue rebates or refunds to advertisers or advertising agencies resulting from audience
underdeliveries), as determined in accordance with GAAP.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)   Section 6.3(a)
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

| | (a)       
               as soon as available, but in any event within 30 days (45 days in the case of a
               month that is the end of one of the first 3 fiscal quarters in a fiscal year)
               after the end of each month during each of Borrowers fiscal years,
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               a company prepared consolidated balance sheet, income statement (including an
               income statement on a Station-by-Station basis), and statement of cash flow
               covering Borrowers and its Subsidiaries operations during such
               period, and a reasonably-detailed narrative on the performance of Borrower and
               its Subsidiaries relative to the budget then in effect and delivered by Borrower
               to Agent,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                        a
certificate signed by the chief financial officer of Borrower to the effect
          that:
| | -------------------------------------------------------------------------------------------------------------------------

|(A) | the financial statements delivered hereunder have been prepared in accordance
          with GAAP (except for the lack of footnotes and being subject to year-end audit
          adjustments) and fairly present in all material respects the financial condition
          of Borrower and its Subsidiaries,
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) | the representations and warranties of Borrower contained in this Agreement and
          the other Loan Documents are true and correct in all material respects (or, to
          the extent of any representation and warranty being untrue or incorrect,
          describing such lack of truth or correctness as to which he or she may have
          knowledge and what action Borrower has taken, is taking or proposes to take with
          respect thereto) on and as of the date of such certificate, as though made on
          and as of such date (except to the extent that such representations and
          warranties relate solely to an earlier date), and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) | there does not exist any condition or event that constitutes a Default or Event
          of Default (or, to the extent of any non-compliance with this Agreement or any
          other Loan Document, describing such non-compliance as to which he or she may
          have knowledge and what action Borrower has taken, is taking, or proposes to
          take with respect thereto), and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               for each month that is the date on which a financial covenant in Section
               7.22 is to be tested, a Compliance Certificate demonstrating, in reasonable
               detail, compliance or, if applicable, non-compliance at the end of such period
               with the applicable financial covenants contained in Section 7.22
               together with the calculation of the Leverage Ratio for the purposes of
               computing the Base Rate Margin and the LIBOR Rate Margin; provided that
               with respect to the month that is the last month of Borrowers fiscal year,
               the due date for delivery of the Compliance Certificate required by this
               Section 6.3(a)(iii) shall be extended to 90 days after the end of such
               month, and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)   Section
7.22(a)(i) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows:

| | (i)       
               Minimum EBITDA. EBITDA, measured on a fiscal quarter-end basis, of not
               less than the required amount set forth in the following table for the
               applicable period set forth opposite thereto;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Appplicable Amount | Applicable Period                                                                                                          
|------------------ | ---------------------------------------------------------------------------------------------------------------------------
|($2,000,000)       | For the 12 month period
ending September 30, 2004                                                                          
|($1,850,000)       | For the 12 month period
ending December 31, 2004                                                                           
|($2,106,000)       | For the 12 month period
 ending March 31, 2005                                                                             
|($2,382,000)       | For the 12 month period
 ending June 30, 2005                                                                              
|($2,043,000)       | For the 12 month period
ending September 30, 2005                                                                          
|($891,000)         | For the 12 month period
ending December 31, 2005                                                                           
|$2,750,000         | For the 12 month period
 ending March 31, 2006                                                                             
|$4,000,000         | For the 12 month period
 ending June 30, 2006                                                                              
|$5,000,000         | For the 12 month period
ending September 30, 2006                                                                          
|$6,000,000         | For the 12 month period
ending December 31, 2006                                                                           
|$7,000,000         | For the 12 month period
ending March 31, 2007                                                                              
|$7,750,000         | For the 12 month period
  ending June 30, 2007                                                                             
|$8,500,000         | For the 12 month period
ending September 30, 2007                                                                          
|$9,500,000         | For the 12 month period
ending December 31, 2007                                                                           
|$10,500,000        | For the 12 month period
 ending March 31, 2008                                                                             
|$12,000,000        | For the 12 month period
 ending June 30, 2008                                                                              
|$15,000,000        | For the 12 month period
ending September 30, 2008
and each 12 month period ending
at the end of a fiscal quarter thereafter

3.    
          Conditions Precedent to Amendment. The satisfaction of each of the
          following, unless waived or deferred by Agent in its sole discretion, shall
          constitute conditions precedent to the effectiveness of this Amendment and each
          and every provision hereof:

(a)   Agent shall have
received this Amendment, duly executed by the parties hereto, and the same shall be in
full force and effect.

(b)   Agent shall have
received an amendment fee (the First Amendment Fee) of $100,000 (to be divided
among the Lenders in accordance with their Pro Rata Shares).

(c)   Agent shall have
received a copy of an amendment to the Senior Loan Agreement, substantially the same in
substance as this Amendment, duly executed by the parties thereto and in full force and
effect.

(d)   The representations
and warranties in this Amendment, the Loan Agreement and the other Loan Documents shall be
true and correct in all respects on and as of the date hereof, as though made on such date
(except to the extent that such representations and warranties relate solely to an earlier
date).

(e)   After giving effect
to this Amendment, no Event of Default or event which with the giving of notice or passage
of time would constitute an Event of Default shall have occurred and be continuing on the
date hereof.

(f)   No injunction, writ,
restraining order, or other order of any nature prohibiting, directly or indirectly, the
consummation of the transactions contemplated herein shall have been issued and remain in
force by any Governmental Authority against Borrower, Parent, Agent or any Lender, or any
of their respective Affiliates.

4.    
          Partial Refund of Amendment Fee. If EBITDA for the 12 month period ending
          December 31, 2005 is greater than or equal to ($891,000), the Lenders
          shall refund to Borrower $25,500 out of the First Amendment
          Fee (such refund to be paid by the Lenders in accordance with thier Pro Rata Shares)
          promptly after the receipt of Borrowers annual financial statements
          for the year ending December 31, 2005.

5.    
          Representations and Warranties. Each of Borrower, Parent, and each
          Guarantor hereby represent and warrant to the Lender Group that (a) the
          execution, delivery, and performance of this Amendment and of the Loan
          Agreement, as amended hereby, are within its powers, have been duly authorized
          by all necessary action, and are not in contravention of any law, rule, or
          regulation applicable to it, or any order, judgment, decree, writ, injunction,
          or award of any arbitrator, court, or Governmental Authority binding on it, or
          of the terms of its Governing Documents, or of any material contract or material
          undertaking to which it is a party or by which any of its properties may be
          bound or affected, (b) this Amendment and the Loan Agreement, as amended hereby,
          constitute its legal, valid, and binding obligation, enforceable against it in
          accordance with its terms, except as enforcement may be limited by equitable
          principles, or by bankruptcy, insolvency, reorganization, moratorium or similar
          laws relating to or limiting creditors rights generally, (c) this
          Amendment has been duly executed and delivered by it, (d) after giving effect to
          this Amendment, the representations and warranties in the Loan Agreement and the
          other Loan Documents are true and correct in all material respects on and as of
          the date hereof, as though made on such date (except to the extent that such
          representations and warranties relate solely to an earlier date), and (e) after
          giving effect to this Amendment, no Event of Default or event which with the
          giving of notice or passage of time would constitute an Event of Default has
          occurred and is continuing on the date hereof.

6.    
          Choice of Law. The validity of this Amendment, its construction,
          interpretation and enforcement, the rights of the parties hereunder, shall be
          determined under, governed by, and construed in accordance with the laws of the
          State of California.

7.    
          Counterparts; Telefacsimile Execution. This Amendment may be executed in
          any number of counterparts and by different parties and separate counterparts,
          each of which when so executed and delivered, shall be deemed an original, and
          all of which, when taken together, shall constitute one and the same instrument.
          Delivery of an executed counterpart of a signature page to this Amendment by
          telefacsimile or electronic mail shall be effective as delivery of a manually
          executed counterpart of this Amendment. Any party delivering an executed
          counterpart of this Amendment by telefacsimile or electronic mail also shall
          deliver a manually executed counterpart of this Amendment, but the failure to
          deliver a manually executed counterpart shall not affect the validity,
          enforceability, and binding effect of this Amendment.

8.    
          Effect on Loan Documents.

(a)   The Loan Agreement
and each of the other Loan Documents, as amended hereby, shall be and remain in full force
and effect in accordance with its respective terms and hereby is ratified and confirmed in
all respects. The execution, delivery, and performance of this Amendment shall not, except
as expressly set forth herein, operate as a waiver of or, except as expressly set forth
herein, as an amendment of, any right, power, or remedy of Agent or any Lender under the
Loan Documents, as in effect prior to the date hereof. The waivers, consents, and
modifications herein are limited to the specifics hereof, shall not apply with respect to
any facts or occurrences other than those on which the same are based, shall not excuse
future non-compliance with the Loan Agreement, and shall not operate as a consent to any
further or other matter, under the Loan Documents.

(b)   Upon and after the
effectiveness of this Amendment, each reference in the Loan Documents to this
Agreement, hereunder, herein, hereof or words of
like import referring to the Loan Agreement, and each reference in the other Loan
Documents to the Agreement, thereunder, therein,
thereof or words of like import referring to the Loan Agreement, shall mean
and be a reference to the Loan Agreement as modified and amended hereby.

9.    
          Entire Agreement. This Amendment, together with all other instruments,
          agreements, and certificates executed by the parties in connection herewith or
          with reference hereto, embody the entire understanding and agreement between the
          parties hereto and thereto with respect to the subject matter hereof and thereof
          and supersede all prior agreements, understandings, and inducements, whether
          express or implied, oral or written.



---

IN
WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.

| | ACME TELEVISION, LLC,
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer                      
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ACME COMMUNICATIONS, INC.,
a Delaware corporation/s/Thomas D. Allen                
Name: Thomas D Allen                                 
Title: Executive Vice President  &
  Chief Financial Officer                                  
| | ACME INTERMEDIATE HOLDINGS, LLC,
a Delaware limited liability company/s/Thomas D. Allen                 
Name: Thomas D Allen                                  
Title: Executive Vice President  &  
  Chief Financial Officer          
| | ACME INTERMEDIATE FINANCE, INC.,
a Delaware corporation/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &
  Chief Financial Officer                           
| | ACME SUBSIDIARY HOLDINGS II, LLC,
a Delaware limited liability company/s/Thomas D. Allen                 
Name: Thomas D. Allen                                  
Title: Executive Vice President  &
  Chief Financial Officer          
| | ACME SUBSIDIARY HOLDINGS III, LLC,
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer         
| | ACME TELEVISION OF FLORIDA, LLC,
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer           
| | ACME TELEVISION OF ILLINOIS, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer           
| | ACME TELEVISION OF NEW MEXICO, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer         
| | ACME TELEVISION OF OHIO, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer               
| | ACME TELEVISION OF OREGON, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer             
| | ACME TELEVISION OF TENNESSEE, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer          
| | ACME TELEVISION OF UTAH, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer               
| | ACME TELEVISION OF WISCONSIN, LLC,
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer         
| | ACME TELEVISION LICENSES OF FLORIDA, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer   
| | ACME TELEVISION LICENSES OF ILLINOIS, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer  
| | ACME TELEVISION LICENSES OF NEW MEXICO, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer
| | ACME TELEVISION LICENSES OF OHIO, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer      
| | ACME TELEVISION LICENSES OF OREGON, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer    
| | ACME TELEVISION LICENSES OF TENNESSEE, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer 
| | ACME TELEVISION LICENSES OF UTAH, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer      
| | ACME TELEVISION LICENSES OF WISCONSIN, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer 
| | ACME TELEVISION MADISON, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer               
| | ACME TELEVISION LICENSES OF MADISON, LLC
a Delaware limited liability company/s/Thomas D. Allen                
Name: Thomas D. Allen                                 
Title: Executive Vice President  &  
  Chief Financial Officer   
| | WELLS FARGO FOOTHILL, INC.
a California corporation, as Agent and as a Lender/s/Dena Seki
Name: Dena Seki
Title: Vice President                                                                                                         
| | FORTRESS CREDIT Corp.,
a Delaware corporation as Agent/s/Constantine Dakolias
Name: Constantine Dakolias
Title: Chief Credit Officer                                                                                                    
| | FORTRESS CREDIT OPPORTUNITIES I LP
as a Lender/s/Constantine Dakolias
Name: Constantine Dakolias
Title: Chief Credit Officer                                                                                                            
| | FORTRESS CREDIT OPPORTUNITIES II LP
as a Lender/s/Constantine Dakolias
Name: Constantine Dakolias
Title: Chief Credit Officer