Exhibit 10.12


                            MASTER SERVICE AGREEMENT


This Master Service Agreement ("MSA") is effective this 15 day of October, 2005,
"Effective  Date"),  by and between Westar Satellite  Services LP located at 777
Westar Lane, Cedar Hill, Texas 75104, a Delaware limited  partnership  ("Westar"
or "Company"),  and Urban  Television  Network  Corporation,  located at 2707 S.
Cooper, Suite 119, Arlington, TX 76015 a Texas Corporation ("Customer").


1.  Service  Description.  The Company will provide and maintain the services as
described  in the Service  Agreement  of this MSA or as further  described in an
ddendum or exhibit to this Agreement to the Customer for the Term  designated in
the Service Agreement ("the Services"). All Services shall be provided according
to the terms and  conditions  of this MSA and as specified in an accepted  order
for Services placed by Customer contemporaneously herewith or, subsequent hereto
or in contemplation hereof ("Service Agreement(s)"). This MSA, together with the
Service  Agreement  and all  schedules,  exhibits,  appendices  and  attachments
(collectively,  the "Agreement")  constitutes the entire  agreement  between the
Parties,  and shall be deemed one  integrated  agreement,  and not as  separate,
severable  contracts.  All Services are subject to availability and the approval
of the Customer's credit by the Company.

2.  Prices.  Prices for the  Services  are set forth in the  Service  Agreement.
Customer  shall pay the Company for each of the charges set forth in the Service
Agreement  when due, in United States Dollars in  immediately  available  funds.
Prices  shall be  subject to annual  increase  on the  annual  anniversary  date
pursuant to the percentage increase in the Consumer Price Index as published for
all urban  consumers  ("CPI-U All Items")  published by the U.S.  Department  of
Labor, Bureau of Labor Statistics, for the prior month of the annual anniversary
date or the published month prior to the  anniversary  date and in no event less
than zero (0%) percent.

3.  Term.  The term of this MSA shall  commence  on the  Effective  date of this
Agreement and shall terminate three (3) years thereafter ("Term").  The term for
the Services as described  in a Service  Agreement  shall be as indicated on the
Service Agreement ("Service Term"). Unless provided otherwise in this MSA or the
Service  Agreement,  if, as of the  expiration of the Term or Service Term,  the
parties have not agreed to an extension of this  Agreement  nor to a superseding
agreement,  then the Term and Service Term, as applicable,  shall  automatically
renew for successive one (1) year periods (each,  an "Extension  Term"),  unless
terminated  by either  Party upon  notice to the other not less than ninety (90)
days prior to the  expiration of the initial Term or the then- urrent  Extension
Term Notwithstanding the foregoing,  the terms and conditions of this MSA are an
integral  part of each  Service  Agreement  and shall  continue  to apply to and
govern any Service provided  pursuant to such Service  Agreement so long as that
particular Service Agreement remains in effect. Specifically,  the expiration or
termination  of  this  MSA  shall  not  cause  the  termination  of any  Service
Agreement.  Service  Agreements  shall remain in effect during the Service Term,
and may expire or be  terminated  as  provided  elsewhere  in this MSA or in the
particular  Service  Agreement.  The Company shall have the right (reserving all
other remedies and rights  whatsoever) to cancel Services,  with advance notice,
unless  specifically  provided  for herein,  for  Customer's  violation  of this
Agreement.

4.  Technical  Parameters/Performance   Standards.  Services  will  be  provided
pursuant to the  standards  and  technical  parameters  set forth in the Service
Agreement  -  Technical  Parameters,  if  any,  and  if no  such  standards  and
parameters  are set forth in the Service  Agreement,  Company  will  provide the
Services  pursuant to reasonable and customary  standards  consistent  with past
practices.  Customer must comply with the minimum  technical  parameters and use
restrictions  as  determined  by the  Company  and  set  forth  in  the  Service
Agreement,  and with all  applicable  rules,  regulations  and  policies  of the
satellite  operator  providing space segment used by the Customer,  at all times
during the service period,  unless  otherwise  instructed by authorized  Company
personnel  in  writing.  The  Company  reserves  the right to utilize any of its


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teleport antenna locations in order to fulfill its provision of the Services. In
addition,  for all services  which  include the use of satellite  space  segment
provided by Company, Company reserves the right to (i) change the frequencies of
said service at any time during the term of the  Agreement as required by either
the satellite operator or Company, and to (ii) transfer such services to another
satellite,  provided  Customer shall  experience no significant  interruption in
service  and such  replacement  satellite  provides  performance  standards  and
technical parameters substantially equivalent to the initial satellite.

5. Service Changes.  In the event that Customer  requests of the Company that it
make  changes  in its wiring  and/or  terminating  equipment,  or changes in its
satellite frequency,  or makes any other alternation so as to require a redesign
of the Service,  and the Company agrees to such service changes,  Customer shall
pay all costs and expenses incurred by Company for the change in Service.

6. Service Interruptions and Failures.

(A) Customer  acknowledges the possibility of an unscheduled,  continuous and/or
interrupted period of time when the Services fail or are unavailable ("Outage").
In the event that an Outage occurs (i) as a result of  Customer-provided  wiring
or equipment;  provided,  that,  such failure is not caused by the negligence or
willful  misconduct  of Company;  (ii) due to  equipment or wiring that has been
subjected to Customer's, or any other third party's, misuse, neglect,  accident,
unauthorized modification,  or to uses in violation of instructions furnished by
Company,  a  manufacturer  or  facilities  provider  (such  as a fiber  optic or
satellite space provider);  or (iii) due to equipment in which the serial number
has been removed or altered,  then  Company  shall have no liability to Customer
for such Outage.

(B) A credit  shall be applied  when an Outage  occurs or Service  does not meet
performance  standards  for  any  period  lasting  one-half  (1/2)  hour or more
consecutive  hours when such  interruption  meets the following  conditions:  no
credit will be applied if the  interruption  is caused by (i) the  negligence of
Customer;  (ii) the failure of facilities  or equipment  provided by Customer or
other third  party;  (iii)  Company's  inability  to gain  access to  Customer's
equipment and  facilities;  or (iv)  Customer's  failure to release the Service,
when requested by Company,  to perform testing and maintenance;  or (v) an event
of  Force  Majeure  (as  hereinafter   defined)   suspending   Company's  future
performance obligations as provided in this Agreement ("Outage Credit").

(C) The  amount of the  Outage  Credit  shall be equal to the  pro-rata  monthly
recurring  charges due for that portion of the service  during which a confirmed
outage has  occurred  after the  initial  one-half  (1/2)  hour.  Outages can be
confirmed only by a Company employee  authorized to make that  determination and
will be calculated in one-half (1/2) hour increments, or major fraction thereof,
of the interruption.  An Outage shall begin upon the earlier of Company's actual
knowledge of the Outage or Company's  receipt of notice from the Customer of the
Outage and ends when Company notifies  Customer or Customer has actual knowledge
that the Service has been restored;  provided,  however,  that any period during
which Customer uses the  applicable  Service shall not count toward the duration
of the Outage.  Outage Credits against Customer's monthly recurring charges will
be applied no later than two (2) months from the date of the  Company's  receipt
of Customer's  written  request for an Outage Credit for an Outage  confirmed by
Company.  If Company does not receive  Customer's  written request for an Outage
Credit within thirty (30) days of the Outage,  Customer shall be deemed to waive
its right to the Outage Credit.

(D) If, as a result of Company's  fault,  the Service to Customer is interrupted
and  Company  does not  restore  such  service  within  seven  business  days of
receiving  written  notice of the service  Outage from  Customer,  then Customer
shall be  allowed  to  terminate  this  Agreement  without  incurring  the Early
Termination Liability set forth in Section 7 below.

6. Early Termination  Liability.  In the event that Customer  terminates Service
prior  to the  expiration  of the  Term  specified  on the  appropriate  Service
Agreement  or other  request for Service  other than for cause,  or in the event
that Company  terminates  this  Agreement as a result of  Customer's  failure to
abide by the terms  and  conditions  herein,  Customer  shall pay a  termination
charge equal to 100% of the monthly  charges  multiplied by the number of months
remaining on the Term of the Service  Agreement or any  additional  requests for
Service, as applicable.


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8. Warranties and Limitation of Liability. COMPANY MAKES NO WARRANTIES,  EXPRESS
OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION,  FITNESS
FOR A PARTICULAR PURPOSE OR USE. IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER
OR ANY OTHER PARTY FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE OR SIMILAR
DAMAGES  INCLUDING,  WITHOUT  LIMITATION,  LOSS  OF  USE,  PROFITS,  REVENUE  OR
GOODWILL.  COMPANY SHALL NOT BE LIABLE FOR FAILURE OF PERFORMANCE  HEREUNDER DUE
TO FORCE MAJEURE (AS HEREINAFTER  DEFINED).  COMPANY'S LIABILITY FOR ANY AND ALL
CAUSES AND CLAIMS WHETHER BASED IN CONTRACT,  WARRANTY,  NEGLIGENCE OR OTHERWISE
SHALL IN NO EVENT EXCEED (1) AN AMOUNT EQUIVALENT TO THE PROPORTIONATE CHARGE BY
COMPANY TO CUSTOMER FOR THE PERIOD OF SERVICE AFFECTED, (2), IF APPLICABLE,  THE
REPLACEMENT VALUE OF ANY CUSTOMER EQUIPMENT WHICH IS LOST OR DAMAGED AS A RESULT
OF COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR THE TOTAL AMOUNT PAID BY
CUSTOMER  TO THE  COMPANY  DURING THE  PREVIOUS  (3)  MONTHS  FOR THE  SERVICES,
WHICHEVER IS LESS.  CUSTOMER'S SOLE REMEDY FOR THE FAILURE OR NON-PERFORMANCE OF
THE  COMPANY  SHALL BE TO  RECEIVE  CREDITS AS SET FORTH IN THIS  AGREEMENT.  In
addition,   without   limiting  the  generality  of  the   foregoing,   Customer
acknowledges  and  agrees  that it  shall  have no  right  of  recovery  for the
satisfaction  of any cause  whatsoever,  arising out of or relating to this MSA,
against  (a) any parent  company of Westar or any of its  affiliated  or related
companies  (collectively  a Westar  Company),  (b) any  supplier  of services or
equipment  necessary  for  the  provision  of the  Service  to  Customer  in any
circumstance  in which Company would be obligated to indemnify the supplier,  or
(c) any officer, director, employee, agent, partner or shareholder of Westar, or
any  Westar  Company  or  supplier.   Customer   acknowledges  and  accepts  the
reasonableness of the disclaimers and limitation of liability set forth herein.

9. Force  Majeure.  Any  failure or delay in the  performance  by Company of its
obligations  hereunder  shall  not be a breach of this  Agreement  and shall not
constitute a failure for purposes of determining  whether a confirmed Outage has
occurred,  if such failure results from causes or circumstances beyond Company's
reasonable control including,  without limitation,  any act of God, governmental
action,  strikes,  labor disputes,  civil disorder,  sun caused outage,  service
affecting atmospheric or extraordinary  weather conditions,  flood or explosion,
failure of the  network,  any act or  omission  of any other  company or carrier
furnishing service, facilities or equipment ("Force Majeure").

10. Indemnification.

(A) Customer shall indemnify and hold harmless  Company,  its agents,  employees
and contractors from and against any and all claims, liability,  damage, loss or
expense (including  reasonable attorney's fees and costs) for injury or death to
persons or damage to  property,  either  real or  personal,  arising  out of the
negligent or intentional acts or omissions of Customer, its agents, employees or
contractors.  Customer  shall also  indemnify  and hold  harmless  Company,  its
agents,  employees  and  contractors  from and  against  any and all  liability,
damage,  loss, or expense incurred by Company as a result of Customer's improper
use or operation of the satellite or other network  facilities;  such  liability
shall include,  but not limited to be, any liquidated  damage penalty Company is
required  to pay  the  owner  or  operators  of the  satellite  as a  result  of
Customer's  improper  use of the  satellite  or  transponder  or  other  network
facilities.

(B) Customer shall defend,  hold harmless and indemnify Company from and against
any claims,  liabilities,  losses, costs, fines, penalties or damages, including
without  limitation  reasonable  attorney's  fees and costs,  arising out of, or
directly or indirectly related to, any transmission or the material contained in
any  transmission by Customer that is libelous,  slanderous,  an infringement of
any  copyright,  or which is so alleged,  or which is or alleged to be otherwise
illegal or improper.

(C)  Customer  shall be  responsible  for  obtaining  United  States or  foreign
authorizations,  permits,  and licenses  required by any governmental  entity or
authority in connection  with  Customer's  transmission.  Customer shall defend,
indemnify  and hold harmless  Company from and against any claims,  liabilities,
losses,  costs,  fines,  penalties,  or damages,  including  without  limitation


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reasonable  attorney's  fees and costs,  arising  out of  Customer's  failure to
obtain  or  maintain  any  such  authorizations,  permits,  or  licenses,  or if
Customer's  performance  hereunder  is  impaired  by  any  governmental  action,
regardless of the Customer's fault or absence thereof.

11. Payment Terms.

(A) Customer  will be billed  monthly in U.S.  dollars for the Service  provided
including all applicable taxes,  franchise fees,  right-of-way fees and right of
entry fees, if any.  Payment is due in advance on the first day of the month for
that month of service,  without  offset,  deduction  or  withholding  (except as
provided for in paragraph 12 below) ("Due Date").  All payments  shall be deemed
to be made only upon Company's receipt of collected funds. Balances which remain
unpaid  thirty (30) days after the Due Date shall be subject to late  charges of
one and  one-half  (1.5%)  percent per month,  or the maximum rate as allowed by
law,  whichever is less ("Late Fee"),  from the Due Date until Company's receipt
of collected funds.  Customer  acknowledges  that such charges and Late Fees are
reasonable  under al the  circumstances  as of the Execution  Date.  Restrictive
endorsements or statements on checks accepted by the Company will not be binding
on the Company. Customer agrees to pay all costs and expenses, including without
limitation  reasonable  attorney's  fees  and  costs,  incurred  by  Company  in
collecting past due balances.

(B) Billing for Service will  commence upon the earlier of (i) the start date of
the Term set forth in the  Service  Agreement,  or (ii)  twenty-four  (24) hours
after the Company makes Service available to Customer,  regardless of acceptance
by Customer or Customer's interexchange carrier.

12. Billing  Disputes.  Unless written notice of a dispute as to the charges for
the Service  rendered is received by Company within ten (10) business days after
the  Company's  rendering  of a written  statement  for charges due  ("Statement
date"),  such  statement  shall be deemed to be correct  and  payable in full by
Customer.  Detailed  information  regarding  any  dispute  shall be  provided by
Customer upon request of Company.  Customer  agrees to cooperate with Company in
any  investigation  of disputed  matters.  Upon disputing any charges,  Customer
shall: (i) pay all undisputed  charges;  (ii) present to Company within ten (10)
days a written  statement of amounts disputed in good faith in reasonable detail
with supporting documentation;  and (iii) negotiate in food faith to resolve any
bona fide dispute within sixty (60) days from the Customer's  notice of dispute.
Disputed  charges  resolved  in favor of Company,  with a Late Fee,  are due and
payable  within ten (10) days of Company's  written  notice denying the dispute,
which shall be the Due Date for such payment. Disputed charged resolved in favor
of Customer will be credited to Customer on the following  month's billing cycle
and no Late Fees shall apply.

13. Credit Default. A "Credit Default" shall occur (i) if Customer fails to make
full and timely  payment for all amounts due  (subject to  paragraph  (A) hereof
governing  billing  disputes)  and/or  (ii) if  Customer  fails to comply with a
request for  security or  assurance  as provided in paragraph 15 hereof and such
failure remains  uncorrected for five (5) days from such date or the Due Date if
applicable.  In the event of a Credit  Default,  Company may, in addition to its
rights available to it at law and/or in equity:  (i) suspend any or all Services
to Customer upon written  notice;  (ii) cease  accepting or  processing  Service
Agreements or other  requests for Service;  and/or (iii)  terminate this MSA and
any Service Agreements upon written notice. If this MSA is terminated because of
a Credit Default, all Early Termination  Liability charges (defined in paragraph
7 hereof) shall apply.

14. Other Defaults and Remedies.  An "Other Default" shall occur if either party
fails to perform or observe any material term or obligation,  excluding  payment
or right of assurance terms, contained in this MSA, and any such failure remains
uncorrected  for the lesser of thirty  (30) days after  written  notice from the
non-defaulting  party or such different cure period, if any, as may be set forth
below. In the event of an Other Default by Customer, Company may, in addition to
its rights available to it at law or in equity:  (i) suspend any or all Services
to Customer;  (ii) cease  accepting or  processing  Service  Agreements or other
requests for Service and/or (iii)  terminate this MSA. If this MSA is terminated
because of an Other Default by Customer, all Early Termination Liability charges
shall apply.  In the event of an Other Default by Company,  Customer's  remedies


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are limited to its proven  direct  damages and the right to terminate any or all
affected Service Agreements, unless this MSA provides for exclusive remedies, in
which case Customer's remedies are exclusively as described therein. If Customer
uses the Services for any unlawful purpose or in any unlawful manner,  or causes
Company to violate any  applicable  law, such action shall be an Other  Default,
and Company shall have the right  immediately to suspend and/or terminate any or
all Services  hereunder  without  notice to Customer.  A Credit Default or Other
Default shall constitute "cause" for termination.

15. Security. A) Customer agrees to the Security Deposit and/or Letter of Credit
requirements  asset  forth in the  Service  Agreement  (which,  if not  there or
otherwise  provided,  shall be an amount equal to three months' service charges)
which  shall  be  provided  to  Company  upon the  earlier  of (i) five (5) days
following  the  date  of this  Agreement  and  (ii)  the day  prior  to  circuit
activation.   Customer  also  agrees  to  provide  the  Company  with  financial
information including but not limited to balance sheets, income statements,  and
cash-flow  statements  sufficient to enable the Company to determine  Customer's
credit-worthiness, and Customer authorizes Company to request information from a
reporting  agency for such purpose.  Customer agrees that such action is not the
extension of "credit" to Customer.  In the event that Customer  fails to provide
Company with the required financial  information,  Security Deposit or Letter of
Credit prior to the  beginning of the Term,  the Company shall have the right to
delay activation  until receipt,  and in such event the term shall commence upon
receipt,  and the  termination  date shall be extended by a period equal to such
delay.

(C) The  Security  Deposit or Letter of  Credit,  as the case may be, and as set
forth in the Service  Agreement may be drawn upon by Company in accordance  with
its terms.  The proceeds of any drawing shall be applied to the  obligations  of
Customer  referred to in this Agreement.  In the event that the Security Deposit
or Letter of  Credit  or any  renewal  or  replacement  thereof  is drawn  upon,
Customer shall cause the Security  Deposit or Letter of Credit then in effect to
be renewed or replaced such that the original amount required is fully restored.
Failure  to  deliver  to the  Company  a  renewal  or  replacement  of the  full
obligation of the Security  Deposit or Letter of Credit within five (5) business
days from the date of each such drawing  shall  entitle the Company to draw upon
the deposit or Letter of Credit then in effect and to hold the  proceeds of such
drawing as a security  deposit,  to be held and applied to the monthly recurring
charges for the final month(s) prior to the projected  termination  date, or, in
the event of  termination  of any Agreement  prior to its projected  termination
date, to the liabilities of Customer, if any, arising out of such termination.

(D) In the event that  Customer  fails to make payment for  Services  under this
agreement when due,  makes an assignment  for the benefit of creditors,  files a
petition in bankruptcy or generally cannot pay its debts as they become due, the
Customer  shall be deemed to be in material  breach of this  Agreement,  and the
Company  thereupon  shall have the right to  terminate  or suspend  service upon
three (3) days written notice to Customer.

(E) If Customer  suffers a material  adverse change in its financial  condition,
Company  may:  (i) request  adequate  assurance of  Customer's  performance  per
applicable law, and/or (ii) decline to accept or process a Service  Agreement or
other request for Service.  If at any time during the Term or Extension  Term of
the  Agreement  the value of Services  ordered by and/or  delivered  to Customer
exceeds Customer's established credit limit(s), Company may (a) require adequate
additional  security for assurance of Customer's  performance and/or (b) require
adjustments to Customer's payment terms.

16. Subject to Laws. This Agreement is subject to all applicable federal,  state
and local laws, and  regulations,  rulings and orders of governmental  agencies,
including,  but not limited to, the Communications Act of 1934, as amended,  the
Rules and Regulations of the FCC, Company's  applicable tariffs, if any, and the
obtaining and continuance of any required  approval or  authorization of the FCC
or any governmental  body. The Company may terminate its obligations  under this
Agreement  if ordered to do so by the final  order or ruling of a court or other
governmental  agency or if such order or ruling would make it impossible for the
Company  to carry out its  obligations  under  this  Agreement.  The  failure by
Customer to comply with and maintain in good standing all required United States
and foreign government authorizations, permits and licenses shall be grounds for
termination of this Agreement by the Company.



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17. Additional Charges. Except for taxes based upon the Company's net income and
except with respect to ad valorem  personal and real  property  taxes imposed on
the Company's property,  Customer shall be responsible for payment of all sales,
use, gross receipts,  excise, access,  bypass,  franchise or other local, state,
and federal taxes,  fees  (including,  without  limitation,  the FCC's Universal
Service Fee), charges, or surcharges,  however designated, and regardless if the
Company or Customer is the party obligated to remit the same,  which are imposed
on or based upon the  provision,  sale or use of the  service  delivered  by the
Company  hereunder  (including,  but not  limited  to,  taxes and fees  lawfully
assessed by nations outside of the United States).  Any state or local tax, fee,
charge,  or surcharge  shall be payable  only for  services  that are subject to
local  imposition,  and shall be paid by the Customer in addition to the regular
charges under this Agreement.

18.  Miscellaneous.  (A) Each Party represents and warrants to the other that it
has the right,  power and authority to enter into,  and perform its  obligations
under  this  Agreement;  and  it has  taken  all  requisite  action  to  approve
execution,  delivery  and  performance  of this  Agreement,  and this  Agreement
constitutes a legal, valid and binding obligation upon the parties in accordance
with its terms and conditions.  (B) Service shall not be used for any illegal or
unlawful purpose.  (C) This Agreement shall be governed by the laws of the State
of New York,  without regard to choice of law principals and all actions brought
hereunder  shall be venued in Supreme  Court,  New York  County,  the  exclusive
jurisdiction of which the Parties hereby  acknowledge.  (D) This Agreement shall
not be assigned by Customer,  nor may the Customer undergo a transfer of control
in any manner,  without the prior express written  consent of Company.  (E) This
Agreement  shall be binding upon and inure to the benefit of the parties hereto,
and their  successors and assigns.  (F) All  provisions of Company's  applicable
tariffs,  if any, are incorporated  herein by this reference.  (G) Title to, and
ownership of, all equipment and  facilities  used by Company to provide  Service
shall remain  Company's.  (H) Neither party shall  disclose the contents of this
Agreement,  nor release any  publicity or other public  disclosure,  without the
prior  express  written  consent of the other  party,  except to their legal and
financial  advisor(s),  accountants  and  outside  auditors,  or as  required in
connection with a lending or financing transaction, or in response to an inquiry
from a  governmental  regulatory  or  self-regulatory  authority,  the  Internal
Revenue  Service,  or any state and/or local taxing  authority  with  applicable
jurisdiction,  or as otherwise required by law. (I) In the event that any one or
more of the  provisions  of this  Agreement  shall for any  reason be held to be
invalid or  unenforceable,  the remaining  provisions of this Agreement shall be
unimpaired,  and shall  remain in effect and be binding  upon the  parties.  (J)
Customer agrees during the Term and for a period of two years  thereafter not to
directly  or  indirectly  solicit  for  employment  or hire any  employee of the
Company.  (K) No rule  of  construction  requiring  interpretation  against  the
draftsman hereof shall apply in the  interpretation  of this Agreement.  (L) The
provisions of this Agreement are only for the benefit of the parties hereto, and
no third  party may seek to  enforce  or benefit  from  these  provisions.  This
Agreement does not render either party the agent or legal  representative of the
other  party and does not create a  partnership  or joint  venture  between  the
Company and the Customer. Neither party shall have any authority for or bind the
other party in any manner whatsoever. (M) The failure of either party to enforce
any  provision  hereof  shall  not  constitute  the  permanent  waiver  of  such
provision.  (N) No  termination  of this  Agreement  shall  affect the rights or
obligations  of either  party:  (i) with  respect to any  payment  for  Services
rendered  before  termination;  or (ii)  pursuant  to other  provisions  of this
Agreement that, by their sense and context,  are intended to survive termination
of   this   Agreement,    including   without    limitation,    indemnification,
confidentiality and limitation of liability.  (O) In the event of a Default, the
prevailing  party  shall  have the  right to  recover  its  reasonable  expenses
(including  attorney and collection  agency fees) incurred in the enforcement of
its rights under the Agreement. (P) The descriptive headings of the Articles and
paragraphs  of this  Agreement  are  inserted  for  convenience  only and do not
constitute  a  part  of  this  Agreement.  (Q)  In  the  event  of  any  express



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inconsistency,  and  only to the  extent  of such  inconsistency,  between  this
Agreement and any Service Agreement(s) or exhibit(s),  precedence shall be given
to this MSA . (R) This  Agreement  may be executed  in one or more  counterparts
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute  one and the same  Agreement.  (S)  Facsimile  signatures to this MSA
shall be deemed to be binding upon the parties.

19. Notices.  Any notice or report given under this Agreement must be in writing
(unless otherwise  expressly  provided) and must be sent registered or certified
mail,  postage  prepaid,  return  receipt  requested,  or by hand  or  messenger
delivery,  or by Federal Express or similar overnight  delivery  service,  or by
facsimile with receipt confirmed,  to the other party at its contact information
set  forth in the  Material  Terms of this  Agreement  (or  such  other  contact
information  designated  by such party in  accordance  with this  Section).  Any
notice or report  delivered in accordance with this Section will be deemed given
on the date actually delivered;  provided that any notice or report deemed given
or due on a Saturday, Sunday or legal holiday will be deemed given or due on the
next business day. If any notice or report is delivered to any party in a manner
that does not comply  with this  Section,  such  notice or report will be deemed
delivered  on the date,  if any,  such notice or report is received by the other
party.

20. Uplink  Notices.  Company will at times  receive a signal of all  Customer's
uplinks.  Company will provide periodic monitoring and quality control checks of
a specified  Customer  uplink when  requested  by Customer  through the use of a
steerable TVRO antenna.  Customer will provide Company with a decoder and/or IRD
for downlinking and monitoring.

21.  Entire  Agreement.  The  parties  shall  not be  bound  by any  agent's  or
employee's  representations,  promises or inducements not set forth herein. This
Agreement  supersedes  and  replaces  all prior  agreements,  understandings  or
arrangements,  whether oral or written, made between the parties and relating to
the subject matter herein,  and together with the exhibits and addenda  attached
hereto  constitutes the entire  understanding of the parties with respect to the
subject matter herein. This Agreement shall not be modified, changed, altered or
amended  except  by an  express  written  agreement  signed  by  the  authorized
representatives  of the  parties  hereto.  Neither  electronic  mail nor instant
messaging shall be considered a "writing" sufficient to change, modify extend or
otherwise affect the terms of the Agreement.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date
shown below.


WESTAR SATELLITE SERVICES LP                Urban Television Network Corporation

("Company" or "Party")                      ("Customer" or "Party")

By: /s/ Robert J. Tannor                    By: /s/ Jacob R. Miles III
Title: Chief Executive Officer              Title:  Chief Executive officer


WESTAR SATELLITE SERVICE ORDER
------------------------------

In  consideration  of the mutual promises  herein  contained,  Westar  Satellite
Services LP., its  affiliates  and  subsidiaries  (together,  the "Company") and
Urban Television Network  Corporation  (UATV).  (the "Customer") hereby agree to
the following terms and provisions of this Service Order:

MATERIAL TERMS:

1. Term: Nov 1, 2005 through October 31, 2010 (5 years - the "Term").

Service: Company will provide to Customer the following services:

o One full time protected  uplink to the IA - 5 C-band  satellite.  o Rack Space
and Power for one 2020 Uplink Modulator.

2. Prices:  Monthly  recurring  charges - Customer  agrees to remit payment of $
8,800.00 per month to the Company as payment for all of the above Services.

3. Is this  customer  Tax Exempt?  No Note:  If  customer is tax exempt,  please
attach tax exemtion form (s).



<PAGE>
<TABLE>
<CAPTION>

4. Customer Federal Tax ID Number: 22-2800078

5. Customer Contact Information:

Customer Contact              Technical Contact                Billing Contact
-----------------             ----------------                 ---------------
<S>                           <C>                              <C>
Name: Jacob R. Miles III      Name: Travis TeSelle             Name: Randy Moseley

Title: Chairman and CEO       Title: Technology Consultant     Title:  CFO

Address: 2707 S. Cooper       Address: 2707 S. Cooper          Address: 2707 S. Cooper
         Suite 119                     Suite 119                        Suite 119

City: Arlington               City:                            City: Arlington

State: TX                     State: TX                        State: TX

ZipCode: 76015                ZipCode: 76015                   ZipCode: 76015

Telephone: 817-303-7449       Telephone: 817-303-7449          Telephone: 817-303-7449

Fax: 817-459-2942             Fax: 817-459-2942                Fax: 817-459-2942

Email: jmiles@uatvn.com       Email:tteselle@uatvn.com         Email: rmoseley@uatvn.com
</TABLE>


This Service Order is subject to the terms and  conditions of the Master Service
Agreement  ("MSA")  signed  between  Verestar  Inc.  and  Customer  in 2004  and
subsequently  assumed  by  Cedar  Hill  Texas  Video  Network  LP  n/k/a  Westar
Satelllite  Services  LP in  Southern  District  of  NY  Bankruptcy  Court  Case
#03-10877.

IN WITNESS WHEREOF,  the parties have executed this Service Order as of the 15th
day of October, 2005.


Westar Satellite Services LP                Urban Television Network Corporation

/s/Robert J. Tannor                          /s/ Jacob R. Miles III
   ----------------                         -----------------------
Robert J. Tannor                            Jacob R. Miles III
Chief Executive Officer                     Chairman and CEO