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                                                                   Exhibit 10.1

                         DISTRIBUTION AGREEMENT

                  This DISTRIBUTION AGREEMENT ("AGREEMENT"), dated May 1, 2001,
is between NATIONAL CABLE TELEVISION CO-OP., a Kansas corporation) and HISPANIC
TELEVISION NETWORK, INC., a Delaware corporation ("NETWORK").

                                   BACKGROUND

     The NCTC is in the business of licensing from television programmers the
right to distribute their programming to NCTC Participating Members of
Franchised CATV Systems which want to subscriber to the Network Service. NCTC
wishes to obtain the right on behalf of its members, and Network wishes to grant
NCTC the right, to distribute Network's programming.

NETWORK AND NCTC MAKE THESE AGREEMENTS:

1.   DEFINITIONS.

     a.  The "SERVICES": The following television programming services, referred
         to collectively as the "SERVICES" and individually as a "SERVICE:"
         HISPANIC TELEVISION NETWORK.

     b.  "SYSTEM": For each Service, CATV System listed on the Schedule of
         Systems attached to this Agreement (the "SCHEDULE OF SYSTEMS") as of
         the Commencement Date (defined below) or later added to the Schedule of
         Participating Member Systems with Network's written consent.

     c.  "PARTICIPATING MEMBER" is the entity that owns, controls and operates
         each CATV System, as listed on the Schedule of Participating Members
         that subscriber to Service.

     d.  "BASIC PACKAGE": For each Participating Member, the video programming
         services package that is subscribed to by all subscribers receiving one
         or more video programming services.

     e.  "EXPANDED BASIC PACKAGE": For each Participating Member, a package of
         video programming services that is received at all times by at least
         50% of the total aggregate number of subscribers to any video
         programming services.

     a.  "DIGITAL BASIC SERVICE": For each Participating Member, a package of
         video programming services that is received by all digital subscribers.

     b.  "DIGITAL TIER SERVICE":  For each  Participating  Member, a package of
         video  programming  services that is received by digital subscribers by
         paying an extra fee.

     c.  "SERVICE SUBSCRIBER": With respect to each Service, a Service
         Subscriber is each person, entity and location, whether residential,
         commercial or other, that receives the Service from any Participating
         Member, including (i) each single-family dwelling, (ii) each rental
         unit or individual lodging unit in a Multi-Unit Facility, (iii) each
         establishment for eating, drinking or entertainment (including but not
         limited to bars, taverns and restaurants), and (iv) each office or
         business location. Without limiting the scope or generality of the
         preceding sentence, each hotel or motel room, each hospital or patient
         room, and each private office or business location authorized to
         receive the Service will be deemed a Service Subscriber. NCTC will
         require Participating Members serving hotels, motels, hospitals, ships,
         or similar places of accommodation to deliver the Service to each guest
         room and to all other television sets in the facility.

     i.  "COMMERCIAL SUBSCRIBER": For each Service, any Service Subscriber that
         receives the Service for exhibition in any commercial establishment,
         including any arena, bar, club, tavern, restaurant, transportation
         terminal, store, office, or other commercial establishment.

     j.  "ACTUAL SERVICE PENETRATION": For each Participating Member and
         Service, the percentage that the number of the Participating Member's
         Service Subscribers bears to the total number of the Participating
         Member's subscribers for a particular period.

     k.  "TERRITORY": The United States and its commonwealths, territories and
         possessions.

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     l. "DISTRIBUTION AREA": For each Participating Member, the geographic area
         within the Territory where NCTC may distribute the applicable Service
         via that Participating Member, as described on the Schedule of
         Participating Members by facility name, address and zip code.

     m.  A "PERSON": Any individual, corporation, general or limited
         partnership, limited liability company, joint venture or other legal
         entity.

2.   LICENSE. Network grants NCTC the non-exclusive right to distribute to
     Participating Members

3.   TERM. The term of this Agreement ("TERM") begins May 1, 2001 (the
     COMMENCEMENT DATE") and ends April 30, 2006.

4.   DELIVERY.

     a.   For Participating Members that receive analog or digital signals,
          Network will deliver the Services to each Participating Member's
          headend via domestic satellite or other means of transmission then
          commonly used by cable television networks which delivery
          Participating Member Network may change from time to time upon
          reasonable notice to NCTC.

     b.  Each Participating Member will furnish all facilities necessary for
         each of its Systems to deliver the Services to its Subscribers.

     c.  Network will provide each Participating Member with a Service signal
         that meets applicable Federal Communications Commission ("FCC")
         specifications. NCTC will, and will require each Participating Member
         to, use its best efforts to maintain and transmit a video and audio
         signal of each Service which is equivalent to the quality of the signal
         as transmitted by Network, and which at a minimum meets the
         specifications of the FCC.

     d.  If Network changes its means of delivering any Service after the
         Commencement Date, it will give NCTC as much notice of the change as is
         reasonably practicable and if, as a result of the change, any
         Participating Member will incur material out-of-pocket costs to
         continue to receive the Service at any Participating Member (each an
         "AFFECTED PARTICIPATING MEMBER"), then NCTC and/or Affected
         Participating Member, as the sole remedy, may terminate this Agreement
         by giving Network notice within 60 days of its receipt of the change
         notice, unless Network agrees within 30 days of its receipt of NCTC's
         and/or Affected Participating Member's limited termination notice to:
         (i) lend to NCTC, for each Affected Participating Member, the equipment
         necessary for the Affected Participating Member's continued receipt of
         the Service; (ii) reimburse NCTC, who in turn will reimburse the
         applicable Participating Member Owner, for the Participating Member
         reasonable out-of-pocket costs necessary for the Affected Participating
         Members' continued receipt of the Service; or (iii) participate in an
         equitable cost sharing arrangement with other programming services
         delivered by the same new means of delivery, to achieve the Affected
         Participating Members' continued receipt of the Service.

     e.  Each Participating Member to distribute each Service in the sequence
         and manner transmitted by Network and in its entirety, including
         without limitation all advertising and promotional material, copyright
         notices, credits and billings, without addition, deletion, alteration,
         editing or amendment, except that NCTC or Participating Members may add
         commercial advertisements in the commercial positions provided by
         Network, as permitted in Section 7.

     f.  Network reserves and retains all rights in and to all signal
         distribution capacity contained within the bandwidth of each Service,
         and audio subcarriers, including without limitation the vertical
         blanking interval (VBI). Participating Members will pass all portions
         of each Service through to all respective Service Subscribers,
         including those that are directly related to or enhance the Service,
         but only to the extent that such use does not produce separate revenue
         (i.e., Network does not charge a fee for such use).

     g.  Network has complete control of the programming and content of the
         Services, in its sole discretion.


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5.   CARRIAGE.

     a.   Beginning on the Commencement Date, each Participating Member will
          distribute the applicable Service in either the Basic Package,
          Expanded Basic Package, Digital Basic or Digital Tier Package but each
          Participating Member may distribute the applicable Service to
          Commercial Subscribers on any level of carriage except pay-per-view or
          pay-per-day.

     b.  Except as otherwise expressly provided in this Agreement, NCTC will not
         withdraw, discontinue, or reduce, or permit the applicable
         Participating Member Owner to withdraw, discontinue, or reduce
         distribution of any Service over any Participating Member after the
         introduction of the applicable Service in that Participating Member
         (whether the introduction occurs before, on or after the Commencement
         Date) unless and until:

         i.    The Participating Member has entered into a separate agreement
               with Network, the Service owner or any other Network-authorized
               distributor to distribute the Service via the Participating
               Member;

         ii.   The agreement through which NCTC has granted the Participating
               Member the right to distribute the Service via the Participating
               Member terminates;

         iii.  This Agreement terminates; or

         iv.   The Participating Member no longer distributes video programming
               through any agreement or arrangement with NCTC.

     c.  Participating Member will distribute each applicable Service to Service
         Subscribers full time, on a designated channel and in its entirety.

     d.  Each Participating Member Owner will employ reasonable security
         practices and procedures to prevent unauthorized reception of its
         distribution of the Services.

     e.  If a Participating Member discontinues carriage of any Service under
         this Agreement for any period, NCTC may not thereafter distribute the
         Service to that Participating Member unless Network gives its written
         consent to NCTC's re-addition of that Participating Member to the
         Schedule of Participating Members as an authorized Participating
         Member.

     f.  During the Term, NCTC and Participating Members will be solely
         responsible for obtaining and maintaining in full force and effect, at
         their own cost, any and all licenses, permits, consents, registrations
         and authorizations from any and all relevant authorities in the
         Distribution Areas required to distribute each Service as contemplated
         by this Agreement.

     g.  Any member of NCTC which is a party to a separate, individual
         affiliation agreement with Network, and which is current in all
         payments to Network, shall have the right to terminate that individual
         agreement and be added to Exhibit A as a Participating Member and
         include in this Agreement all systems covered in such separate,
         individual affiliation agreement. Upon being added to Exhibit A, the
         obligations of the Participating Member shall be governed by this
         Agreement, and not under such separate, individual affiliation
         agreement.


6    AD TIME.

     a.  Subject to underlying programming restrictions (e.g., commercial
         advertising formats) and limitations in underlying programming
         agreements, Network will make available 4 minutes of advertising time
         in each hour of each Service to NCTC or to the Participating Member,
         for advertising insertion on each System at NCTC's or Participating
         Member's expense (the "AD TIME"), as positioned by Network in its sole
         discretion and to be allocated on a reasonably even basis among the
         advertising spots available to Network in each hour of each Service. In
         those Service programs where there are fewer than that number of
         minutes per hour of advertising time available to Network, Network will
         make available to NCTC or to the Participating Member as their Ad Time
         only that lesser amount of advertising time, if any, in those programs
         instead of number of minutes per hour otherwise required. As between
         Network and NCTC, NCTC or Participating


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         Member is responsible for all costs of, and NCTC or Participating
         Member is entitled to all proceeds from, NCTC's or any Participating
         Member Owner's sales of Ad Time.

     b.  Neither NCTC nor any Participating Member Owner is entitled to Ad Time
         in direct on-air sales or for infomercial programming. NCTC and/or
         Participating Member may only use the Ad Time in conformance with
         applicable laws, regulations, rules, restrictions, and standards
         established by Network and provided to NCTC. NCTC and/or Participating
         Member will not use any Ad Time to advertise or promote tobacco
         products, distilled liquor, any "900," "976," or similar telephone
         solicitations that are sexual or prurient in content or directed at
         children, or material which is obscene, indecent, lewd or pornographic
         in whole or in part.

     c.  From time to time Network may notify NCTC and Participating Members of
         restrictions and standards governing use of Ad Time (including without
         limitation restrictions due to exclusive advertising categories
         granted by Network or its Service providers, and restrictions on
         advertising unaffiliated competitive programming services). These
         restrictions and standards may restrict the types of products or
         services that NCTC or Participating Member Owner may insert in their
         ad time in certain programming events. All Ad Time sold or committed
         by NCTC or any Participating Member Owner after notice of those
         restrictions and standards will comply with those restrictions and
         standards.

7.   FEES AND REPORTS.

     a.  Within 45 days after the end of each calendar month during the Term,
         NCTC will pay Network, with respect to each Participating Member and
         each Service carried by that Participating Member, a monthly fee equal
         to the number of each Participating Member's Service Subscribers
         multiplied by the Participating Member's applicable Base Rate set forth
         on the attached Rate Card ("RATE CARD"), except that for each
         Commercial Subscriber, NCTC will instead pay Network the Commercial
         Subscriber Rate in subsection (g) below. NCTC will also provide Network
         a true and complete report for the prior calendar month signed by
         NCTC's chief financial officer or his authorized designee, specifying
         all information necessary for Network to compute the fees due for the
         month. NCTC will pay Network these fees for each Service Subscriber
         whether or not the Participating Member Owners receive payment from
         their respective Service Subscribers. NCTC shall have no liability for
         subscriber fees of any Participating Member which accrue after the end
         of the calendar month immediately following the date upon which Network
         is notified by NCTC that a particular Participating Member has failed
         to pay subscriber fees when due. In return for providing group billing
         and collection services to Network in respect of Participating Members,
         NCTC shall be paid a fee equal to two percent (2%) of each months'
         subscriber fees collected by NCTC, which amount may be paid by NCTC
         deducting same from its remittances to Network.

     b.   PAYMENTS. NCTC will pay the fees under this Agreement by delivering
          them to Network at the address given at the end of this Agreement (or
          any other location Network may designate in writing). Amounts past due
          from NCTC will accrue interest at the lesser of 1.5% per month or the
          maximum lawful rate from due date until paid. NCTC will reimburse
          Network for all of Network's reasonable costs and expenses of
          collecting overdue amounts, including court costs and attorneys' fees.

     c.   NCTC will maintain complete and accurate books and records relating to
          this Agreement, including accounts of billing. On reasonable notice
          and no more than twice in any 12-month period, Network and its agents
          may inspect, make copies of, and otherwise audit those books and
          records at NCTC's offices during business hours. Network's right to
          audit will survive for 24 months after termination of this Agreement.
          If an audit finds that there has been underpayment of 10% or more,
          then NCTC will promptly reimburse Network for the cost of the audit.
          NCTC will have the right to seek credits for any overpayments of fees
          it has made.

     d.  NCTC will require each Participating Member to maintain, during the
         Term and for 2 years after its end, complete and accurate books and
         records relating to the Participating Member's distribution of each
         Service. NCTC will require each Participating Member to allow Network,
         on reasonable notice to NCTC, to inspect, make copies of, and otherwise
         audit those books and records at the Participating Member's offices
         during business hours. Network's right to audit under this subsection
         (d) will survive for 24 months after termination or expiration of this
         Agreement. Network may not audit any Participating Member more than
         twice in any 12-month period. If an audit finds any underreporting of
         Service Subscribers by the


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         Participating Member, NCTC will promptly pay Network the fees required
         under this Agreement for the unreported Service Subscribers, whether
         or not the Participating Member has paid NCTC for those Service
         Subscribers.

     e.  Neither party may commence any action to offset or recover any
         overpayment or underpayment of fees under this Agreement more than 2
         years after the fees were due.

     f.  NUMBER OF SERVICE SUBSCRIBERS. For purposes of calculating fees, the
         number of a Participating Member's Service Subscribers for the
         applicable Service for any calendar month is:

         i.       the number of its Service Subscribers in single-family homes
                  as of the last day of the month; PLUS

         ii.      the number of its Service Subscribers in Multi-Unit Facilities
                  as of the last day of the month, calculated on an "equivalent
                  subscriber" basis as described below ("EQUIVALENT
                  SUBSCRIBERS").

     g.  CALCULATION OF EQUIVALENT SUBSCRIBERS.

         i.   If a Participating Member serves subscribers in one or more
              Multi-Unit Facilities and subscribers in single-family homes, the
              number of its Equivalent Subscribers in a Multi-Unit Facility is
              calculated by dividing (A) the monthly charge for the Multi-Unit
              Facility for the programming package containing the applicable
              Service, by (B) the lowest monthly rate the Participating Member
              charges single-family home subscribers for the same or a
              substantially similar programming package.

         ii.  If a Participating Member serves subscribers in a Multi-Unit
              Facility only, the number of its Equivalent Subscribers for a
              Multi-Unit Facility is calculated by dividing (A) the monthly
              charge for the Multi-Unit Facility for the programming package
              containing the applicable Service, by (B) the National Cable
              Television Association's annually adjusted industry average
              cable television Participating Member retail rate for
              programming packages substantially similar to the package that
              contains the applicable Service.ii.

     h.  COMMERCIAL SUBSCRIBER RATE. NCTC will pay Network a monthly fee for
         each Commercial Subscriber equal to the greater of (i) twice the
         applicable Base Rate and (ii) 50% of the rate charged by the
         Participating Member Owner for the Commercial Subscriber.

    i.   MORE FAVORABLE FEES. Network agrees that if at any time during the Term
         Network provides the service to any other multi-channel video
         programming distributor having an equal or lesser number of Service
         Subscribers than the Participating Members in the aggregate (an `Equal
         Distributor') on the basis of a rate card which is more favorable than
         the rate card attached hereto, Network shall promptly notify NCTC in
         writing, and NCTC shall immediately be entitled to incorporate into
         this Agreement the rate card applicable to the Equal Distributor for
         the benefit of the Participating Members effective on the first day of
         the month following the date Network first allows such Equal
         Distributor to distribute the Service on the basis of such more
         favorable rate card.

     8.  COPYRIGHT AND TRADEMARK. NCTC and Participating Members recognize
         Network's exclusive right, title and interest in and to the copyright
         for the Services and programming, including the marks, names and logos
         of the programming used at any time during the Term. Neither NCTC nor
         Participating Members will authorize, cause, or permit any Service or
         other material furnished by Network to NCTC or Participating Members
         pursuant to this Agreement to be recorded, duplicated, rebroadcast or
         otherwise transmitted or used for any purpose other than distribution
         as permitted herein. NCTC and Participating Members recognize that the
         service marks, trademarks, trade names, logos and other material used
         for the distribution and promotion of the Services and their
         programming ("MARKS") are the exclusive property of Network and that
         neither NCTC nor Participating Members acquire any proprietary rights
         in the Marks by reason of this Agreement. Notwithstanding the
         foregoing, promotional materials provided by Network and uses of Marks
         in a factual manner in routine promotional materials such as program
         guides, program listings, and bill stuffers, if consistent with
         Network's prior uses, are deemed approved unless Network otherwise
         notifies NCTC or Participating Members.

9.   INDEMNITIES; DAMAGES.


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     a.  Network will indemnify NCTC against all liabilities, claims, costs,
         damages and expenses (including reasonable attorneys' fees and court
         costs) (collectively "CLAIMS") relating to or arising out of Network's
         breach of this Agreement.

     b.  Network will indemnify NCTC against all Claims arising out of the use
         of or relating to the content of any Service furnished by Network to
         and distributed by NCTC in accordance with this Agreement, excluding
         the Claims of any music performing rights association (such as ASCAP,
         BMI) that a separate music performance rights license is required for
         any Participating Member's distribution of the Service from its headend
         to its Service Subscribers, and excluding any programming materials
         added to advertisements inserted into the Services by NCTC or a
         Participating Member pursuant to Section 7. Notwithstanding the
         preceding sentence, Network will use reasonable efforts to negotiate a
         single license fee (covering both Network's transmission of the Service
         to the Participating Members and the Participating Members'
         distribution of the Service to their Service Subscribers) for the
         transmission of copyrighted musical works in the Service.

     c.  NCTC will indemnify Network against all Claims relating to or arising
         out of any of the following:

         i.       NCTC's breach of this Agreement;

         ii       alteration of, delay of, insertion of material into, or
                  deletion of material from the Service by NCTC or any
                  Participating Member or Participating Member Owner;

         iii.     use of the Service by any of NCTC's clients or customers
                  (including any Participating Member or Participating Member
                  Owner) in violation of this Agreement;

         iv.      a dispute between or among NCTC and any Participating Member
                  or Participating Member Owner.

     d.  The party seeking indemnification will promptly notify the other party
         in writing of a Claim for which such indemnity applies. The
         indemnifying party may assume the defense of all Claims to which its
         indemnity applies. The indemnified party will cooperate fully with the
         indemnifying party (at the indemnifying party's expense) in defending
         and settling Claims. The indemnifying party will not have to provide
         indemnity if the party seeking indemnity settles a Claim without the
         indemnifying party's written consent. This Section will survive
         termination or expiration of this Agreement.

     e.  DAMAGES LIMITED. Notwithstanding the foregoing, Network will not be
         liable to NCTC or any person claiming through NCTC for any incidental
         or consequential damages or loss of revenues, whether foreseeable or
         not, caused by any breach of this Agreement by Network.

10.  LEGAL COMPLIANCE.

     a.  GENERAL. Each party will comply with all applicable laws, rules,
         regulations, and government requirements, including but not limited to
         those adopted under Section 713 of the Telecommunications Act of 1996.

     b.  COMPLIANCE WITH CHILDREN'S TELEVISION ACT. Network will comply in all
         respects with the limitations of the Children's Television Act of 1990
         and the regulations of the FCC promulgated thereunder as they apply to
         Network with respect to cable television Participating Members and
         cable operators. If Network provides children's programming, Network
         will provide all records and certifications that NCTC may reasonably
         request, demonstrating compliance under the Children's Television Act
         regulations as are necessary for NCTC to timely demonstrate its
         compliance with the cable recordkeeping requirements of the Children's
         Television Act regulations.


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11.  FORCE MAJEURE. Neither Network nor NCTC will incur any liability to the
     other for any delay, preemption or other failure to perform when such
     delay, preemption or failures is due to any cause beyond the control of the
     party whose performance is so affected, including without limitation an act
     of God, fire, war, strike, riot, labor dispute, natural disaster, technical
     failure (including the failure of all or part of the equipment of others),
     failure of performance of any entity with which Network has a contract for
     the supply of programming, or any legal prohibition, decree, regulation or
     requirement of any governmental authority having jurisdiction ("FORCE
     MAJEURE"). But if Force Majeure prevents Network's delivery of any Service
     to any Participating Member for more than 12 hours in any month such that
     the Participating Member is prevented from delivering the Service to its
     Service Subscribers (although the change in the availability or scheduling
     of any particular Service programming will not be considered non-delivery
     of the Service so long as substitute programming replaces the unavailable
     or re-scheduled programming), then Network will reduce the Participating
     Member's monthly fee per Service Subscriber for that month and that Service
     by the lesser of (a) the same percentage, if any (not exceeding 100%), by
     which that Participating Member has reduced its monthly Service fees to its
     Service Subscribers due to the interruption, or (b) the percentage that the
     number of hours of interruption bears to the total number of hours of the
     Service that the Participating Member would otherwise have distributed.

12.  TERMINATION.

     a.  Besides its other rights at law or equity, Network may terminate this
         Agreement on notice to NCTC: (i) if NCTC or any Participating Member or
         Participating Member Owner breaches any material term of this
         Agreement; but if the breach is curable, then Network may not exercise
         its termination rights or other rights at law or in equity for that
         breach unless that breach is not fully cured within 30 days (10 days if
         a monetary breach) of the notice of breach; (ii) if NCTC becomes
         insolvent, files a petition in bankruptcy, or seeks relief under any
         similar law related to its financial condition; or (iii) if any person
         files an involuntary petition in bankruptcy against NCTC, or seeks
         relief under any similar law related to NCTC's financial condition,
         unless the involuntary petition is dismissed or relief is denied within
         30 days after it has been filed or sought. The termination of this
         agreement by Network in respect of any Participating Member or the
         termination of this agreement by any Participating Member in respect of
         Network shall have no effect upon this Agreement as among Network, NCTC
         and the other Participating Members.

     b.  Besides its other rights at law or in equity, NCTC may terminate this
         Agreement on notice to Network if: (i) Network breaches any material
         term of this Agreement, but if the breach is curable, then NCTC may not
         exercise its termination rights or other rights at law or in equity for
         that breach unless that breach is fully cured within 30 days of the
         notice of termination; or (ii) Network files a petition in bankruptcy,
         is insolvent, or seeks relief under any similar law related to its
         financial condition; or (iii) if any person files an involuntary
         petition in bankruptcy against Network, or seeks relief under any
         similar law related to Network's financial condition, unless the
         involuntary petition is dismissed or relief is denied within 30 days
         after it has been filed or sought.

     c.  This Agreement expires automatically with respect to any Service that
         Network discontinues.

13.  TAXES. All fees under this Agreement are net of taxes. NCTC or
     Participating Member is responsible for all taxes, franchise fees and
     similar charges (a) levied on NCTC or Participating Member, (b) related to
     any Participating Member or its sale or use of any Service, or (c) related
     to NCTC's distribution of any Service to any Participating Member. NCTC
     represents that it and each Participating Member are acquiring each Service
     for resale only.

14.  ASSIGNMENT; THIRD PARTIES.

     a.  This Agreement and its obligations and benefits will bind each party's
         respective transferees and successors, but NCTC may not assign or
         otherwise transfer this Agreement in whole or in part by operation of
         law or otherwise, without Network's prior written consent. No provision
         of this Agreement is intended to, and may not be construed to, provide
         or create any third-party beneficiary right or any other right of any
         kind in favor of any client, customer (including any Participating
         Member) , affiliate, shareholder, partner, officer, director, employee,
         or agent of NCTC. In the event of any valid assignment of this
         Agreement by Network, Network will be relieved of all obligations
         arising after such assignment and NCTC and Participating Members will
         look solely to the assignee for performance of such obligations.


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     b.   NCTC will require each Participating Member to notify NCTC promptly of
          any sale of any of its Participating Members or change in control of
          the Participating Member, and NCTC will then notify Network promptly
          of any sale of any Participating Member or change in control of any
          Participating Member. If a sale or change in control is to a
          Participating Member with which Network has a then effective agreement
          to distribute any Service, Network may, by giving NCTC 30 days'
          notice, delete that Participating Member Participating Member(s) from
          that Service's listing on the Schedule of Participating Members, in
          which case NCTC will have no further right to distribute the Service
          to that Participating Member(s).

15.  CHOICE OF LAW.

     a.   This Agreement is subject to the Communications Act of 1934, as
          amended, the Cable Television Consumer Protection and Competition Act
          of 1992 and the rules promulgated by the FCC pursuant to the foregoing
          and all applicable federal, state and local statutes and laws.

     b.   THIS AGREEMENT AND ALL COLLATERAL MATTERS RELATING THERETO WILL BE
          CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
          APPLICABLE TO AGREEMENTS FULLY MADE AND TO BE PERFORMED ENTIRELY
          WITHIN SUCH STATE.

16.  PRIOR AFFILIATION AGREEMENTS. Effective the Commencement Date, this
     Agreement will supersede each affiliation agreement in existence on the
     Commencement Date between NCTC (or its predecessors in interest) and any
     owner of any Service covered by this Agreement (or the predecessors of any
     owner), for carriage of any Service covered by this Agreement.

17.  NOTICE. Unless this Agreement otherwise permits, a party's notice under
     this Agreement will be effective only if in writing and sent by overnight
     delivery or registered or certified U.S. mail to the party's address given
     below. Notice sent by overnight delivery will be effective on the next
     business day after timely delivery to the overnight courier. Notice sent by
     mail will be effective on the third day after posting. A party may change
     its address by giving the other party notice of its new address.

18.  COMPLETE UNDERSTANDING. This Agreement, including the Schedule of
     Participating Members, contains the entire understanding of the parties and
     supersedes all their prior or contemporaneous oral understandings and all
     their prior written understandings relating to the subject matter of this
     Agreement.

19.  WAIVER. No waiver of any right under, and no amendment to, this
     Agreement will be effective unless in writing and signed by both
     parties.

20.  DRAFTING. No provision of this Agreement may be interpreted against any
     party because that party or its legal representative drafted the
     provision.

21.  CONFIDENTIALITY. NCTC will not disclose the terms of this Agreement to any
     third party (other than to its respective employees, attorneys,
     accountants, members and prospective members that have signed a
     confidentiality agreement and other agents on a need-to-know basis in their
     capacity as such, requiring them to maintain the same non-disclosure)
     without Network's consent.

22.  RESERVATION OF RIGHTS. Network reserves, and may exercise as it
     chooses, all rights to the Service not specifically granted to NCTC
     under this Agreement.

23.  NO PERSONAL RECOURSE. Any recourse of either party against the other
     under or relating to this Agreement extends only to that party and not
     to any employee, owner, shareholder, partner, member, director,
     officer, or agent of that party.

24.  SEVERABILITY. The invalidity of any provision of this Agreement will not
     affect the validity of any other provision, except that the parties
     acknowledge that the carriage requirements in Section 5 of this Agreement
     comprise an essential element of the consideration to Network such that, if
     one or more of the carriage requirements were held to be invalid, illegal
     or unenforceable, Network may, in its sole discretion, terminate this
     Agreement with respect to some or all of NCTC's Participating Members upon
     60 days' written notice to NCTC.


                                                                             8
<PAGE>

EXECUTED BY THE PARTIES AS OF THE COMMENCEMENT DATE.

         NATIONAL CABLE TELEVISION CO-OP


         By:
            --------------------------------------
              Senior Vice President, Programming

         Address:







         HISPANIC TELEVISION NETWORK, INC.


         By:
            --------------------------------------
           President/Chief Executive Officer


         ADDRESS:

         HISPANIC TELEVISION NETWORK
         6125 Airport Freeway, Suite 200
         Fort Worth, Texas 76117
         Attention: Bryan O'Hara
         Facsimile: (817) 222-9809



                                                                             9
<PAGE>


                        SCHEDULE OF PARTICIPATING MEMBERS





















                                                                            10
<PAGE>


                                    RATE CARD



           2001 ........................................ FREE

           2002  2003, 2004, 2005
           ----  ----------------

           Analog .................. $0.05 per subscriber

           Digital Basic ........... $0.07 per subscriber

           Digital Tier ............ $.085 per subscriber

           All with annual CPI increases beginning 1/1/04

           EACH JANUARY AND JUNE OF 2002, 2003, 2004, 2005 ARE FREE INLUI
           OF MARKETING SUPPORT TO THE CABLE PARTICIPATING MEMBER.













                                                                            11