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EXHIBIT 10.19

# MyNetworkTV

# OFFER FOR STATION
AFFILIATION

Twentieth Television, Inc.
2121 Avenue Of The StarsLos Angeles, CA 90067

The following sets forth the offer to
Twentieth Television, Inc., on behalf of MyNetworkTV and itself (collectively
20th), by ACME Television Licenses of New Mexico, LLC. (Licensee),
for the carriage of the programming service currently known as MyNetworkTV over
the facilities of Licensees television station KASY (Station)
(Offer). As used in this Offer, the terms program,
programming and MyNetworkTV programming and any derivations
thereof shall mean, unless specifically indicated otherwise, the programming supplied by
MyNetworkTV.

1.    
          PROGRAMMING: MyNetworkTV will deliver to the Station for free
          over-the-air television broadcasting in English, programming which MyNetworkTV
          makes available to Station for broadcasting in the community to which Station is
          presently licensed by the FCC, in the market which is Albuquerque-Santa Fe, New
          Mexico.

2.    
          TERM: The term of this Offer shall be five (5) years
          commencing at the start of the 2006/2007 broadcast season upon the launch of the
          programming service currently known as MyNetworkTV.

3.    
          CARRIAGE/TIME PERIODS: Except as noted hereafter,
          MyNetworkTV commits to supply Station with twelve (12) hours of programming per
          week throughout the term of this Offer for the Programmed Time Periods. For
          purposes of this Offer, the Programmed Time Periods are as follows:

(a)       
          Prime Time: 8-10 P.M. EST/PST and 7-9 P.M. CT, Monday through Saturday

(b)       
          Right to Expand: 20th reserves the right to expand the Programmed
          Time Periods (Extended Program Time Periods) to:

| | Monday | -
Sunday:  7 A.M. - 9 A.M., which may include local    cutouts upon
                                                        mutual agreement, with The Daily
Buzz preapproved by ACME.
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Sundays: | No
more than 2 consecutive hours anytime from:
5P.M. -  10 P.M. EST/PST and 4 P.M. - 9 P.M. CT
| | -------- | ----------------------------------------------------------------------------------------------

# 4. LOCAL COMMERCIAL
ANNOUNCEMENT TIME:

|(a) | Monday through Friday Prime Time: 9 minutes per hour
|--- | ----------------------------------------------------

|(b) | Saturday
& Sunday           (excluding 7 A.M.  9 A.M): 7 minutes per hour
|--- | --------------------------------------------------------------------------

|(c) | Monday
through Sunday 7           A.M.  9 A.M.  to be determined by 20th.
|--- | ---------------------------------------------------------------------------



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# 5. PROMOTION:

| | (a)       
               MyNetworkTV will provide Licensee with on-air promotional announcements, which
               may be for any MyNetworkTV programming (Promos) and may be broadcast
               in MyNetworkTV programming as well as in Stations non-MyNetworkTV
               programming.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               As part of Licensees promotional commitment, commencing six (6) weeks
               prior to the launchand through the term of this Offer, Licensee shall
               broadcast at least two (2) twenty second (:20) spots or one (1) thirty second
               (:30) spot, at Licensees election, promoting MyNetworkTV programming each
               hour from 7 A.M  2 A.M. Monday through Sunday.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Promotion: Licensees cash commitment, manner and schedule
               of promotion shall be subject to the parties mutual agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               MyNetworkTVs commitment for co-op advertising to be determined
               pursuant to mutual agreement by the parties.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               Licensee agrees to provide promotion consistent with that given to similar
               programming broadcast by Station.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               Licensee agrees to include a prominent representation of MyNetworkTV brandingand programming on Licensees website.
| | ---------------------------------------------------------------------------------------------------------------------------------------------

6.    
          DELIVERY: Via satellite and/or tape, at
          20ths option. Any and all costs of whatever kind that Station
          incurs to pick up the programming from the satellite, if any, or for tape
          shipping and delivery charges, if any, and rebroadcast of such programming shall
          be the sole responsibility of Licensee.

7.    
          MISCELLANEOUS: All other terms and conditions shall be as
          set forth in Appendix A attached hereto and incorporated by this
          reference as well as all other standard terms and conditions consistent with
          20ths policies, including but not limited to representations
          and warranties, indemnities, assignments, severability and non-liability of
          board members shall be incorporated herein by this reference.

This is a binding offer by Licensee,
which if accepted by a duly authorized officer of 20th in writing, shall
constitute a binding agreement between the parties.

AGREED TO AND ACCEPTED:

|ACME TELEVISION OF NEW MEXICO, LLC
Station: KASY (Licensee)
|-----------------------------------------------------------
|/s/ Thomas D. Allen                                        
|Thomas D. Allen                                            
|Executive Vice President and CFO                           
|2101 E. Fourth St., Suite 202ASanta Ana, CA 92705          
|Fax: 714-245-9499                                          
|03/10/06                                                   



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APPENDIX A

This APPENDIX A contains
the terms and conditions of which Licensee has agreed to as part of the Licensees
OFFER FOR STATION AFFILIATION in connection with the programming service currently known
as MyNetworkTV and which will constitute part of the agreement between the parties if this
Offer is accepted by 20th (the Agreement).

1.    
          PROGRAMMING/SCHEDULING: The selection, scheduling,
          substitution and withdrawal of any program or portion thereof shall at all times
          remain within 20ths sole discretion and control. Licensee shall not and
          shall not authorize others to broadcast or otherwise use any program (or part
          thereof) or other material supplied by 20th except as specified in the
          Agreement, and without limiting the foregoing, Station may broadcast MyNetworkTV
          programming only, unless otherwise agreed to in writing by 20th or as
          permitted in paragraph 3 below: (i) as scheduled by MyNetworkTV, (ii) over
          Stations facilities in the community specified in Paragraph 1 of the Offer
          (Stations Community), and (iii) by free over-the-air
          television broadcasting in English.

2.    
          CARRIAGE:

(a)    
          On the dates and at the times scheduled by 20th, Licensee agrees to broadcast
          over Stations facilities, in its entirety, in the form transmitted by
          20th, without interruption, deletion, compression, addition, squeezing,
          alteration or other changes to the MyNetworkTV programs delivered by 20th to
          Station during Programmed Time Periods in accordance with the Agreement
          (including without limitation, all commercial announcements, branding
          i.d.s, and MyNetworkTV promos and credits). In the event that any
          MyNetworkTV programming such as theatrical films or sporting events exceed the
          Programmed Time Periods or Extended Programmed Time Periods, as applicable,
          Licensee agrees to complete such programming outside of the Programmed Time
          Periods and/or Extended Programmed Time Periods, as applicable.

(b)    
          Station acknowledges that Station will, to the same extent as the Agreement
          provides for carriage of MyNetworkTV programming on its analog channel,
          simultaneously carry on Stations digital television signal (DTV
          Channel) the digital feed of such MyNetworkTV programming as and in the
          technical format provided by 20th consistent with the ATSC standards
          (collectively, the Network Digital Feed). To the extent that a
          Station is not transmitting a DTV Channel, 20th shall be permitted to offer the
          Network Digital Feed, together with any program-related material or other
          material provided by 20th for digital transmission, to any licensee transmitting
          a DTV channel in Stations DMA notwithstanding any other provision of the
          Agreement. Without limitation to the foregoing provisions of this subparagraph,
          each time, if any, that Station uses 20ths NTSC feed of MyNetworkTV
          programs or for Stations DTV Channel, Station must comply with any and all
          of 20ths requirements with respect to the broadcast of a digital channel.
          Station is not obligated to provide 20th with more than one digital
          channel in the DMA.

(c)    
          Notwithstanding the foregoing, Licensee shall not be obligated to broadcast
          MyNetworkTV programming during the Extended Programmed Time Periods unless and
          until the Federal Communications Commission eliminates, waives, or modifies to
          reduce the regulatory constraints of Section 73.658 (d) of its rules. In the
          event that the Federal Communications Commission modifies but does not eliminate
          Section 73.658(d) of its rules, then this Agreement shall be: (i) interpreted,
          to the extent permitted by such modification, as if 20th has the
          right to provide, and Station has the obligation to broadcast, programming
          during the Expanded Programmed Time Periods or other time periods; and (ii)
          deemed amended so as to conform to such modification.

(d)    
          MyNetworkTV shall not license its programming in Stations DMA to any other
          free over the air broadcast station in the Stations DMA, including
          full-power satellites, low power television stations or translators, except as
          otherwise provided herein.

3.    
          PRE-EMPTION/MAKE GOODS:



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(a)    
          Licensee shall broadcast over Station for the term of the Agreement for the
          Programmed Time Periods, and Extended Programmed Time Periods, as applicable,
          all MyNetworkTV programming specified by 20th, except due to: (i) an
          event of force majeure; (ii) breaking news; (iii) a local event or regional
          sporting event (with a cap of 20 hours per year), so long as Station promotes
          the preempted program before and during the preempting telecast, and/or (iv) up
          to 2 at will pre-emptions per series per year (Valid Pre-emption).
          If any MyNetworkTV programming is not broadcast in its Programmed Time Period
          and/or Extended Programmed Time Periods, as applicable, due to any such Valid
          Pre-emption, Licensee shall broadcast that MyNetworkTV programming in the
          make good time periods, specified by 20th, which shall be
          consistent with 20ths then current make-good policies, after
          good faith consultation with Licensee bearing in mind quality and rating value
          of the proposed make good period.

(b)    
          Without limiting the above, each time that Licensee for any reason fails to (or
          advises 20th it will not) telecast any MyNetworkTV programming as provided for
          in the Agreement, Licensee shall telecast that programming (or replacement
          programming selected by 20th) and the commercial announcements contained in it,
          in a time period as required by 20th. Licensee shall give 20th at
          least 72 hours advance notice that it intends not to broadcast any 20th
          programming and in such notice shall identify any substitute time period that
          Licensee selects, which time period shall be subject to 20ths prior
          approval. Notwithstanding anything to the contrary in the Agreement, if Licensee
          does not fully comply with the foregoing, then, without limitation to any other
          rights of 20th under the Agreement or otherwise, 20th shall have the right to
          license the broadcast rights to the applicable omitted programming (or
          replacement programming) to another television station located in Stations
          DMA. If Licensee refuses to broadcast any program within any Programmed Time
          Period and/or Extended Programmed Time Period, as applicable, then 20th shall
          have the right to terminate the Agreement upon ninety (90) days prior notice to
          Licensee. Nothing in the Agreement shall be construed to prevent or hinder
          Licensee from (a) rejecting or refusing 20th programs which Licensee
          reasonably believes to be unsatisfactory, unsuitable or contrary to the public
          interest, or (b) substituting a program which, in Licensees opinion, is of
          greater local or national importance. Notwithstanding anything to the contrary
          expressed or implied herein, the parties acknowledge that Station has the
          ultimate responsibility to determine the suitability of the subject matter of
          program content, including commercial, promotional or public service
          announcements, and to determine which programming is of greater local or
          national importance, consistent with 47 C.F.R. Section 73.658(e).

4.    
          BARTER/COMMERCIAL ANNOUNCEMENTS:

(a)    
          Each one (1) hour of MyNetworkTV programming for broadcast by Licensee on Monday
          through Friday in Prime Time (as set forth in the Offer) will be formatted to
          include nine (9) minutes of commercial time for Licensee; and on Saturday and
          Sunday (excluding 7A.M.  9 A.M.) will be formatted to include seven (7)
          minutes of commercial time for Licensee. For Monday through Sunday between 7A.M.
           9 A.M., if applicable, the commercial time allocated to Licensee shall be
          determined by 20th. Notwithstanding the foregoing, all commercial
          time may be prorated at 20ths discretion, for longer or shorter
          programming or otherwise. 20th shall have the right to include
          commercial announcements in all of the commercial time available in each hour of
          programming other than as expressly allocated to Licensee in the Agreement. In
          addition, 20th has the right to include within each half hour of
          20ths programming up to fifty seconds (:50) of fee spots and/or
          billboards, to be allocated at 20ths sole discretion.
          20ths commercial announcements may be formatted in
          national-only pods, at 20ths election, within
          MyNetworkTVs programming. 20th shall determine the placement, timing and
          format of 20ths and Licensees commercial announcements.



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(b)    
          Licensees broadcast over the Station of all commercial announcements
          included by 20th in MyNetworkTV programming is of the essence of the Agreement,
          and nothing contained in the Agreement shall limit 20ths rights or
          remedies at law or otherwise (other than the last two sentences of paragraph
          3[b] above) relating to failure to so broadcast said commercial announcements.
          Licensee agrees to maintain complete and accurate records of all commercial
          announcements broadcast as provided in the Agreement. Within two (2) weeks
          following each request by 20th therefor, Licensee will submit copies of all such
          records to 20th.

5.
PROMOTION:

(a)    
          Licensee shall use its good faith, best efforts to provide an on-air promotional
          schedule consistent with 20ths recommendations and in coordination with
          20th, and to budget Stations annual advertising funds so as to enable
          Station to participate, on a year-round basis, in 20ths co-op
          advertising plan. Licensees logo shall be consistent with the MyNetworkTV
          program service logo and branding. Station shall use Licensees logo bug
          which is consistent with the MyNetworkTV program service logo and branding on
          all local day parts. Licensee agrees to commit cross promotion on media
          platforms owned, in whole or in part by Licensee, in Stations DMA.

(b)    
          In addition to providing the promotion announcements, 20th shall make available
          to Licensee, at reasonable costs, such other promotional and sales materials as
          20th and Licensee may mutually consider appropriate, including but not limited
          to regular use of 20ths applicable URL, at
          20ths discretion. Licensee shall not delete any copyright,
          trademark, logo or other notice, or any credit, included in any materials
          delivered pursuant to this paragraph or otherwise, and Licensee shall not
          exhibit, display, distribute or otherwise use any trademark, logo or other
          material or item delivered pursuant to this paragraph or otherwise, except as
          instructed by 20th at the time.

6.    
          RESERVED RIGHTS: All rights not expressly granted to
          Licensee herein are reserved to 20th, including without limitation
          the right during the Term to exploit any MyNetworkTV programming by any and all
          means of basic cable, pay-per-view, video-on-demand, subscription
          video-on-demand, via the internet, wireless telecommunications and/or home
          video, the right to include product integration and virtual integration in
          MyNetworkTV programming, and the right to authorize the exhibition of any
          MyNetworkTV programming in any language other than English, by any and all
          means, now or hereafter known. Ninety (90) days after Licensees initial
          broadcast of any MyNetworkTV program, 20th may license any such
          MyNetworkTV program in free over the air syndicated television in
          Licensees DMA; provided, however, Licensee shall have the first right of
          negotiation during a period of fifteen (15) business days commencing upon notice
          by 20th to license such program. If the parties do not reach an
          agreement during such period, 20th may license the applicable program
          to another licensee in Licensees DMA.

7.       
          TERMINATION: In addition to any and all other rights and
          remedies available to 20th, 20th has the right to
          terminate the Agreement as follows:

(a)    
          If 20th or any of 20ths parent, affiliated, subsidiary or related
          companies or other entities enters into any agreement to acquire any significant
          ownership and/or controlling interest in any television broadcast station
          licensed to any community within Stations television market, then 20th
          shall have the right at any time after that agreement is made, to terminate the
          Agreement upon not less than sixty (60) days notice to Licensee. Said
          termination shall be effective as of such date as 20th shall designate in said
          notice.

(b)    
          If at any time Stations transmitter location, power, frequency,
          programming format, hours of operation, technical quality of transmissions or
          any other material aspect of Stations operations is such that 20th
          determines in its reasonable judgment that Station is of less value to 20th as a
          broadcaster of 20th programming than at the date of the Agreement, then 20th
          shall have the right to terminate the Agreement upon thirty (30) days prior
          written notice to Licensee.

(c)    
          In the event Twentieth Television, Inc. and/or MyNetworkTV elects to change its
          operations (and/or terms of doing business), 20th shall notify
          Licensee in writing that 20th has made such change and the effective
          date thereof, and as of said effective date, the Agreement will be deemed
          changed. If within 10 days of Licensees receipt of notice of such change
          from 20th, Licensee notifies 20th in writing that Licensee rejects
          such change, then 20th shall have the right for a period of six (6)
          months from 20ths receipt of such rejection notice from
          Licensee to terminate the agreement by providing not less than sixty (60) days
          notice of such termination to Licensee. Notwithstanding the foregoing, such
          change may include, but not be limited to 20th electing to convert
          the Agreement solely into a license for syndicated programming.



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(d)    
          If Twentieth Television, Inc. and/or MyNetworkTV elects to wind up affairs as a
          network, merges with or into a third party and/or ceases to exist as a network,
          then 20th shall have the right to terminate the Agreement upon ninety
          (90) days notice to Licensee.

8.    
          RETRANSMISSION CONSENT: Without 20ths prior written
          approval, Licensee shall not grant its consent to the transmission or
          retransmission, by any cable system, satellite, other multichannel video
          programming distributor, telephone system, microwave carrier, wireless cable
          system or other technology wherever located, of Stations broadcast of any
          MyNetworkTV programming. Neither the Agreement nor any grant by Licensee of
          retransmission consent conveys any license or sublicense in or to the copyrights
          of MyNetworkTV programming and 20th shall in no way be a party to or incur any
          duty or other obligation in connection with any retransmission consent granted
          by Licensee.

9.    
          CONFIDENTIALITY: Other than as may be required by any
          applicable law, governmental order or regulation or by order or decree of any
          court of competent jurisdiction, Licensee shall not publicly divulge or
          announce, or in any manner disclose to any third party, this agreement and/or
          any of the specific terms and conditions set forth herein, and/or any of
          20ths affairs or plans, and Licensee warrants and covenants to
          20th that none of their officers, directors or employees will do so either.

10.    
          NOTICES: All notices to each party required or permitted
          hereunder to be in writing shall be deemed given when personally delivered
          (including, without limitation, upon delivery by overnight courier or other
          messenger or upon receipt of facsimile copy), upon the date of mailing postage
          prepaid, addressed as specified below, or addressed to such other address as
          such party may hereafter specify in a written notice given as provided herein.
          Such notices to Licensee shall be to the address set forth for Licensee on page
          2 of the Offer. Such notices to 20th shall be to: Twentieth Television, Inc.
           Contract Administration, 2121 Avenue of the Stars, 21st Floor,
          Los Angeles, CA 90067, with additional copies sent to Twentieth Television, Inc.
           Business and Legal Affairs at the same address. Notices to
          20th by facsimile shall be sent to (310) 369-4412 or such other
          facsimile number as 20th may provide to Licensee.