Exhibit
      10.2

     

     

    THE
      TUBE MEDIA CORP.

    1451
      West
      Cypress Creek Road, Suite 300 

    Ft.
      Lauderdale, Florida 33309

    


    


    March
      22,
      2006

    


    Sinclair
      Broadcast Group, Inc.

    10706
      Beaver Dam Road

    Hunt
      Valley, Maryland 21030

    Attn:
      David D. Smith, President and CEO

    


    Re:
      Charter Affiliate Affiliation Agreement dated as of March 22, 2006 by and
      between The Tube Music Network, Inc., and Sinclair Broadcast Group, Inc. (the
      “Agreement”)

    


    Dear
      Mr.
      Smith:

    


    As
      an
      inducement to Affiliate to enter into the Agreement, and in consideration of
      Affiliate’s obligations in the Agreement, including but not limited to, the
      obligation to transmit the Service on broadcast television stations described
      in
      the Agreement, this letter shall confirm our agreement respecting additional
      consideration to be provided by Network to Affiliate. All capitalized terms
      used
      and not otherwise defined herein shall have the meanings as set forth in the
      Agreement. This letter shall terminate upon the termination of the
      Agreement.

    


    Network
      hereby agrees to provide Affiliate with the consideration set forth below,
      all
      such consideration to be in addition to that consideration set forth in the
      Agreement, including but not limited to as specified in Exhibit
      D
      thereof.

    


    1.    The
      Tube
      Media Corp., (“TTMC”),
      the
      parent company of Network, shall provide Affiliate with grants of common stock
      of TTMC on
      the
      terms and conditions as expressly set forth in the Securities Purchase Agreement
      (the form of which is attached hereto as Exhibit
      1)
      and
      warrants to purchase shares of common stock of TTMC on
      the
      terms and conditions as expressly set forth in a Common Stock Purchase Warrant
      (the form of which is attached hereto as Exhibit
      2)
      in the
      following amounts and upon the following occurrences, provided the Agreement
      remains in full force and effect as of the date of the applicable
      grant.

     

    (a)    TTMC
      shall provide Affiliate with grants of common stock as follows:

     

    (i)    Within
      twenty (20) days after the execution of the Agreement, TTMC shall issue to
      Affiliate [XXXXX]* 
      shares
      of common stock of TTMC;

    


    (ii)    Upon
      Affiliate’s transmission of the Service on Stations representing at least fifty
      percent (50%) of DMAs where Affiliate owns and/or operates Broadcast Television
      stations (“Affiliate
      DMAs”),
      TTMC
      shall issue to Affiliate an additional [XXXXX]* shares of common stock of TTMC;
      and

     

    
      
        
          

          
            *
              Filed
              under an application for confidential treatment. 

          

        

      

      
        
        

        
          

        

      

      
        
          March
            22,
            2006

          Sinclair
            Broadcast Group, Inc

        

      

    

     

    (iii)    On
      or
      after April 1, 2007  and
      upon
      Affiliate’s transmission of the Service on Stations representing at least
      seventy-five percent (75%) of Affiliate DMAs, TTMC shall issue to Affiliate
      an
      additional [XXXXX]* shares of common stock of TTMC.

    


    Each
      share of TTMC common stock issued pursuant to this paragraph 1(a) or pursuant
      to
      the exercise of the warrants issued pursuant to paragraph 1(b) shall be
      restricted, fully paid and non-assessable (upon payment by Affiliate of the
      applicable purchase price in the case of common stock issued pursuant to the
      warrants).

    


    (b)    TTMC
      shall provide Affiliate with warrants, in the form attached as Exhibit 2
      hereto,
      to purchase shares of common stock as follows:

     

    (i)    Within
      twenty (20) days after the execution of the Agreement, TTMC shall issue to
      Affiliate a common stock purchase warrant to acquire [XXXXX]* 
      shares
      of TTMC’s common stock at a purchase price of two dollars and twenty-five cents
      ($2.25) per share; and

    


    (ii)    On
      or
      after April 1, 2007 and upon Affiliate’s transmission of the Service on Stations
      representing seventy-five percent (75%) of Affiliate DMAs, Affiliate shall
      receive a common stock purchase warrant to acquire [XXXXX]* shares of TTMC’s
      common stock, at a purchase price of two dollars and fifty cents ($2.50) per
      share.

    


    (c)    TTMC
      represents that, as of the date of this letter, one hundred million
      (100,000,000) shares of TTMC common stock have been authorized and approximately
      twenty-six million (26,000,000) shares of TTMC common stock have been issued.
      Affiliate acknowledges and agrees that TTMC
      may
      issue of shares of common stock; (i) as payment for services so long as the
      aggregate amount of all such issuances does not exceed ten percent (10%) of
      the
      total number of shares of common stock outstanding as of the date of issuance
      and the stock issued is at fair market value, (ii) to other distributors of
      the
      Service so long as the aggregate amount of all such issuances does not exceed
      [XXXXX]* shares, (iii) to satisfy existing obligations of TTMC to issue equity,
      including issuances of equity securities convertible into or exchangeable for
      shares of TTMC common stock, as described on Exhibit
      3
      hereto,
      (iv) pursuant to TTMC’s 2004 Stock Option and Stock Incentive Plan (2,000,000
      shares) or any other equity incentive plan approved by TTMC’s shareholders;
      provided, that the maximum number of shares of TTMC common stock issuable under
      any such plan shall not exceed ten percent (10%) of the outstanding shares
      of
      TTMC as of the date approved by the Shareholders, (v) in connection with a
      purchase, merger or consolidation where TTMC is the surviving corporation or
      an
      acquisition of the assets of a third party by TTMC.

     

    (d)    With
      respect to the issuance of any securities hereunder, Affiliate represents and
      warrants that it is an accredited investor, as such term is defined in
      Regulation D of the Securities and Exchange Act, and that Affiliate has such
      knowledge and experience in financial, investment and business matters so as
      to
      be capable of evaluating the merits and risks of the proposed investment.
 Affiliate hereby agrees to execute such documents as may be reasonably
      necessary and appropriate to ensure compliance with state and federal securities
      laws.

     

    
      
        
          

          
            *
              Filed
              under an application for confidential treatment. 

          

        

      

      
        -
          2 -

        
          

        

      

      
        
          March
            22,
            2006

          Sinclair
            Broadcast Group, Inc

        

      

    

    
       

    

    2.    TTMC
      will
      maintain Network as a wholly-owned subsidiary, and maintain its separate
      existence during the Term of the Agreement. The Service shall be owned by
      Network during the Term of the Agreement, unless the Agreement is assigned
      to
      another entity pursuant to Section 13(a) of the Agreement.

     

    3.    During
      the Term of the Agreement, TTMC will provide Affiliate with a seat on the Board
      of Directors of Network, which shall be composed of no less than three (3)
      and
      no more than ten (10) members.

     

    4.    For
      so
      long as Affiliate is an equity holder in TTMC, TTMC shall provide to Affiliate
      (i) a quarterly balance sheet and an income statement of TTMC and Network,
      and
      (ii) an annual audited income statement and balance sheet of TTMC and Network,
      in each case prepared in accordance with generally accepted accounting
      principles.

     

    5.    In
      consideration of, and subject to, Affiliate’s distribution of the Service on
      each of the Stations covered by the Agreement, and Affiliate’s continued
      transmission of the Service throughout the Term in accordance with the terms
      of
      the Agreement, Network shall pay Affiliate a [XXXXX]* during the Initial Term
      only (the “[XXXXX]* ”),
      if
      applicable, based on the number of Digital Cable Subscriber Households in the
      DMA of the Station(s) receiving the Service pursuant to the Agreement. The
      [XXXXX]*, if any, shall be payable at the end of each calendar quarter for
      the
      three months contained in such calendar quarter as set forth below in this
      paragraph 5, provided, however that if the Agreement commences and/or the
      requirement to pay the [XXXXX]* terminates on a date other than the first or
      last day of a calendar quarter, respectively, than the [XXXXX]* for such
      calendar quarter shall be prorated based on the number of days in such calendar
      quarter that the Agreement is in effect and an MVPD is distributing the Service
      in the DMA of a Station transmitting the Service. The [XXXXX]* for each month
      in
      the Initial Term shall be determined by [XXXXX]* by the number of [XXXXX]*
      Subscribers. The number of “[XXXXX]*
      Subscribers”
shall
      be equal to the average of the number of Digital Cable Subscriber Households
      (determined in accordance with subparagraph 5(a) below) as of the last day
      of the month preceding the month at issue (or, if not available, as of the
      date
      within or prior to the month preceding the month at issue closest to the last
      day of such month) and the number of Digital Cable Subscriber Households as
      of
      the last day of the month at issue (or, if not available, as of the date within
      the month at issue closest to the last day of such month). In the event that
      the
      number of Digital Cable Subscriber Households for the month at issue is not
      available, then the number of [XXXXX]* Subscribers for such month shall equal
      the most current number of Digital Cable Subscriber Household
      numbers.

     

    
      
        
          

          
            *
              Filed
              under an application for confidential treatment. 

          

        

      

      
        -
          3 -

        
          

        

      

      
        
          March
            22,
            2006

          Sinclair
            Broadcast Group, Inc

        

      

    

     

    (a)    For
      purposes of calculating the [XXXXX]*, the number of Digital Cable Subscriber
      Households in the DMA of each Station transmitting the Service shall be as
      set
      forth in the certified report supplied by each MVPD distributing the Service
      (as
      described in Section 7(b) of the Agreement) in the DMA of a Station transmitting
      the Service. In the event that such report is not available for any given MVPD
      distributing the Service, then, for purposes of this paragraph 5, the
      number of Digital Cable Subscriber Households for such non-reporting MVPD shall
      be equal to the number of digital cable subscribers served by such MVPD in
      the
      applicable Station’s DMA as determined by a report issued by Nielsen Media
      Research, Inc., if any, and, if such Nielsen Media Research, Inc. report is
      not
      available, the number of Digital Cable Subscriber Households shall be equal
      to
      the number of digital cable subscribers served by such MVPD in the applicable
      Station’s DMA as published in the most recent Television
      & Cable Factbook
      (Warren
      Publishing, Inc.) (the “Factbook”).
      In
      the event that neither of the calculation methods described in the previous
      two
      sentences is available for any given MVPD distributing the Service in the DMA
      of
      a Station transmitting the Service, then, for purposes of this paragraph 5,
      the
      number of Digital Cable Subscriber Households for such MVPD shall be equal
      to
      the number of cable television households served by such MVPD in the applicable
      Station’s DMA as published in the most recent Factbook multiplied by the most
      recently reported cable digital penetration rate for such MVPD, if available
      (and, if the cable digital penetration rate is not available for such MVPD,
      then
      the national cable digital penetration rate), as reported by the Cable and
      Telecommunications Association for Marketing in its annual tracking study.
      In
      the event that an independent publicly available source for determining the
      number of television households that receive the Service through a subscription
      cable service is or hereafter becomes available, the parties agree to use such
      source in lieu of the foregoing.

     

    (b)    During
      the Initial Term, a running balance sheet of the [XXXXX]* 
      will be
      maintained and reconciled on a quarterly basis as follows:

     

    (i)    If,
      at
      the end of any calendar quarter during the Initial Term, the sum of the
      aggregate Affiliate Advertising Share and aggregate Affiliate Transactional
      Share (“Total
      Revenue”)
      for
      such calendar quarter
      equals or exceeds the [XXXXX]* due and payable for such calendar quarter, then
      Network shall pay the Total Revenue in accordance with the provisions of
Exhibit D
      to the
      Agreement and shall not pay Affiliate any additional amounts during such
      calendar quarter (i.e.,
      no
      portion of the [XXXXX]* shall be due or payable for such quarter), provided
      that
      Network may carry forward to subsequent calendar quarters during such calendar
      year the amount by which Total Revenue exceeds the portion of the [XXXXX]*
      that
      would otherwise have been payable for that or any subsequent calendar
      quarter(s). The following table provides an illustration of the carry-forward
      concept and assumes the [XXXXX]* for
      the
      calendar year is $[XXXXX]* (payable in four equal $[XXXXX]* installments over
      such calendar year), and Total Revenue of $[XXXXX]* for the first quarter,
      $[XXXXX]* for the second quarter, $[XXXXX]* for the third quarter, and $[XXXXX]*
      for the fourth quarter.

     

    
      
        
          

          
            *
              Filed
              under an application for confidential treatment. 

          

        

      

      
        -
          4 -

        
          

        

      

      
        
          March
            22,
            2006

          Sinclair
            Broadcast Group, Inc

        

      

       

    

    
      	
              Quarter:

            	
              [XXXXX]*:

            	
              Total
                Revenue:

            	
              Amount
                Paid:

            	
              Carry
                Forward:

            
	
              1

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            
	
              2

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            
	
              3

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            
	
              4

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            


    

    *Not
      to
      be carried forward to the following calendar year

    


    (ii)    If,
      at
      the end of any calendar quarter during the Initial Term, the Total Revenue
      for
      such calendar quarter is less than the [XXXXX]*, then Network shall, in lieu
      of
      the Total Revenue payment, pay the portion of the [XXXXX]* due for such quarter,
      provided that Network may recoup the [XXXXX]* paid in such quarter against
      subsequent calendar quarters during such calendar year if the Total Revenue
      in
      future quarter(s) exceeds the [XXXXX]* payable for such quarter(s). The [XXXXX]*
      for a quarter, if paid in lieu of the Total Revenue Payment, shall be due and
      payable no later than forty-five (45) days following the end of such quarter.
      The following table provides an illustration of the recoupment concept and
      assumes the [XXXXX]* for the calendar year is $[XXXXX]* (payable in four equal
      $[XXXXX]* installments over such calendar year), and Total Revenue of $[XXXXX]*
      for the first quarter, $[XXXXX]* for the second quarter, $[XXXXX]* for the
      third
      quarter, and $[XXXXX]*  for
      the
      fourth quarter. 

    


    
      	
              Quarter:

            	
              [XXXXX]*:

            	
              Total
                Revenue:

            	
              Amount
                Paid:

            	
              Recoupment:

            
	
              1

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            
	
              2

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            
	
              3

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            
	
              4

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            


    

    *
      Not to
      be carried forward to the following calendar year

    


    (iii)    The
      following table provides an illustration of the recoupment concept discussed
      in
      (ii) above and assumes the [XXXXX]* for the calendar year is $[XXXXX]* (payable
      in four equal $[XXXXX]* installments over such calendar year), and Total Revenue
      of $[XXXXX]* for the first quarter, $[XXXXX]* for the second quarter, $[XXXXX]*
      for the third quarter and $[XXXXX]* for the fourth quarter.

    


    
      	
              Quarter:

            	
              [XXXXX]*:

            	
              Total
                Revenue:

            	
              Amount
                Paid:

            	
              Recoupment:

            
	
              1

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            
	
              2

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            
	
              3

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            
	
              4

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            	
              $[XXXXX]*

            


    

    *
      Not to
      be carried forward to the following calendar year

     

    
      
        
          

          
            *
              Filed
              under an application for confidential treatment. 

          

        

      

      
        -
          5 -

        
          

        

      

      
        
          March
            22,
            2006

          Sinclair
            Broadcast Group, Inc

        

      

    

     

    (c)    Notwithstanding
      anything in the Agreement or this letter to the contrary, if, at least sixty
      (60) days prior to the end of the fourth (4th)
      year of
      the Initial Term, Network provides notice to Affiliate that it does not intend
      to pay the [XXXXX]* 
      for the
      remaining Initial Term in accordance with the terms of this letter, then, as
      its
      sole and exclusive remedy for Network’s refusal to pay the applicable [XXXXX]*,
      Affiliate shall have the right to terminate the Agreement upon at least
      forty-five (45) days’ prior written notice to Network; provided that, in order
      for such termination to be valid, Network must receive such termination notice
      prior to the end of the fourth (4th)
      year of
      the Initial Term. If Affiliate elects to terminate the Agreement pursuant to
      this paragraph 5(c), then Affiliate’s exclusivity with regard to the
      distribution of the Service shall terminate on the effective date of the
      termination and Affiliate shall return to Network all Receiving Equipment paid
      for by Network pursuant to Section 5(b) of the Agreement within thirty (30)
      days
      following the effective date of the termination.

     

    6.    Neither
      Affiliate nor Network shall disclose (whether orally or in writing, or by press
      release or otherwise) to any third party (other than their respective officers,
      directors and employees, in their capacity as such, and their respective
      auditors, consultants, financial advisors, lenders, potential investors and
      attorneys; provided, however, that the disclosing party agrees to be responsible
      for any breach of the provisions of this paragraph 6 by any of such parties)
      any
      information with respect to the terms and provisions of this letter (other
      than
      the fact that Affiliate has received an equity position in Network) except:
      (a) to the Auditor as provided in Section 7(d) of the Agreement;
      (b) as required by applicable law; (c) in accordance with the
      regulations of any securities exchange; (d) in order to enforce its rights
      pursuant to this Agreement; or (e) if mutually agreed by Affiliate and
      Network, in advance of such disclosure, in writing. This paragraph 6 shall
      survive the termination of this letter.

     

    7.    Counterparts.
      This
      letter may be executed in counterparts, each of which will have the full force
      and effect of a fully-executed original. This letter may be executed by each
      party by delivering signed signature pages thereof to the other parties by
      facsimile. Any party delivering an executed counterpart of this letter by
      facsimile shall also deliver to the other parties an original executed
      counterpart of this letter, but the failure to do so does not affect the
      validity, enforceability or binding effect of this letter.

     

    

      [Remainder
        of page intentionally left blank.]

       

    

     

    
      
        
          

          
            *
              Filed
              under an application for confidential treatment. 

          

        

      

      
        -
          6 -

        
          

        

      

      
        
          March
            22,
            2006

          inclair
            Broadcast Group, Inc

        

      

    

     

    Please
      acknowledge your acceptance of the above terms, by signing where indicated
      below.

     

    Very
      truly yours,

     

    
      
        	The Tube Media Corp.	 	 	The
                TUBE Music Network, Inc.
	 	 	 	 
	By:  
/s/ John
                W.
                Poling                                     
                	 	 	By:  
/s/ Les
                Garland                             
                
	    John
                W.
                Poling
    Executive
                Vice
                President & CFO	 	     	    Les
                Garland
    President
                and
                CEO


      



     

    ACKNOWLEDGED
      AND ACCEPTED BY:

    Sinclair
      Television Group, Inc.

    


    
      	 	 	 	 
	By:
              /s/ David B.
              Amy                                             
              	 	 	 
	Name:
David
              B.
              Amy                                             
Title:
              Chief Financial
              Officer                                 
              	 	 	 


    

     

    


    [Signature
      page: Letter agreement by and between The Tube Media Corp.,

    The
      TUBE Music Network, Inc. and Sinclair Television Group, Inc.]

    


    


    

      
         

      

    

    
      
        
        

      

      
        -
          7 -

        
          

        

      

      
        
        

      

    

     

    EXHIBIT 1

    


    To
      Letter
      Agreement By and Between

    


    Sinclair
      Television Group, Inc.,

    


    The
      Tube
      Media Corp. and The TUBE Music Network, Inc.

    


    Dated
      as
      of March 22, 2006

    


    FORM
      OF SECURITIES PURCHASE AGREEMENT

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT 2

    


    To
      Letter
      Agreement By and Between

    


    Sinclair
      Television Group, Inc.,

    


    The
      Tube
      Media Corp. and The TUBE Music Network, Inc.

    


    Dated
      as
      of March 22, 2006

    


    FORM
      OF COMMON STOCK PURCHASE WARRANT

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT 3

    


    To
      Letter
      Agreement By and Between

    


    Sinclair
      Television Group, Inc.,

    


    The
      Tube
      Media Corp. and The TUBE Music Network, Inc.

    


    Dated
      as
      of March 22, 2006

    


    CAPITALIZATION
      OF THE TUBE MEDIA CORP.