Exhibit
      10.6

     

    Consulting
      Agreement

    


    Consulting
      Agreement (this “Agreement”)
      is
      entered into as of June 24, 2008, by and between Equity Media Holdings
      Corporation, a Delaware corporation having offices at 1 Shackleford Drive,
      Suite
      400, Little Rock, Arkansas 72111 (“EMHC”),
      and
      Larry Morton, residing at 39 River Estates Cove, Little Rock, Arkansas 72223
      (“Consultant”).

    


    
      	Whereas,	
              EMHC
                and Consultant each desire that Consultant provide certain services
                to
                EMHC on the terms and conditions set forth herein;
                

            


    

    


    Now,
      Therefore,
      in
      consideration of the premises and the covenants and conditions hereinafter
      set
      forth, the parties hereby agree as follows: 

     

    
      
        1.
          Scope
          of Services

      

    

     

    
      	 	
              1.1.

            	
              Commencing
                on the date hereof, Consultant will conduct regular meetings and
                discussions with members of EMHC’s management to assist and advise them on
                matters concerning the affairs and business of EMHC and render such
                other
                consulting services and advice as may be agreed to from time to time
                by
                EMHC and Consultant (the “Consulting
                Services”).
                The Consulting Services will include the services set forth on Schedule
                A
                hereto. 

            


    

     

    
      	 	
              1.2.

            	
              In
                rendering the Consulting Services hereunder, Consultant shall cooperate
                with EMHC and utilize professional skill and diligence to provide
                the
                expertise required in connection with such services. Consultant will
                devote not less than sixteen (16) hours per month to the Consulting
                Services and, if necessary, such additional time as will be reasonably
                required for the proper performance of the Consulting Services. Consultant
                will comply with EMHC’s Code of Ethics and other corporate policies and
                procedures as in effect from time to
                time.

            


    

     

    
      
        2.
          Compensation

      

    

     

    
      	 	
              2.1.

            	
              In
                consideration of the performance of the Consulting Services, EMHC
                shall
                pay to Consultant, or an affiliated entity designated by Consultant,
                a
                monthly fee of Five Thousand Dollars
                ($5,000.00).

            


    

     

    
      	 	
              2.2.

            	
              EMHC
                will reimburse Consultant for reasonable documented out-of-pocket
                business
                expenses borne by Consultant or any of its employees, directors or
                officers in connection with the provision of the Consulting Services,
                in
                accordance with policies approved by EMHC’s board of directors. Upon
                execution of this Agreement, EMHC shall pay Consultant the sum of
                Thirty
                Thousand Dollars ($30,000.00) as partial reimbursement for legal
                fees and
                expenses incurred by Consultant in connection with the negotiation
                and
                preparation of this Agreement and other arrangements entered into
                between
                EMHC and Consultant, the invoices with respect to which shall be
                held in
                confidence except to the extent that disclosure may be required by
                law or
                legal process.

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	 	
              2.3.

            	
              All
                payments under Section 2.1 shall be made in advance on the first
                day of
                each month against the issuance of valid invoices by Consultant to
                EMHC.

            


    

     

    
      	 	
              2.4.

            	
              Consultant
                shall be solely responsible for all taxes and other mandatory payments
                with respect to the amounts payable by EMHC to Consultant under this
                Agreement.

            


    

     

    
      
        3.
          Term
          and Termination

      

    

     

    
      	 	
              3.1.

            	
              This
                Agreement shall be effective as of the date hereof and shall remain
                in
                effect for a period of thirty-six (36) months thereafter. Either
                party may
                terminate this Agreement on written notice with immediate effect
                upon a
                breach of the other party’s obligations under this Agreement that is not
                cured within thirty (30) days after receipt by the breaching party
                of
                written notice of such breach given by the non-breaching party.
                In
                the event of an alleged breach by Consultant that is disputed by
                Consultant, EMHC shall continue to make payments to Consultant hereunder
                during the pendency of such dispute but for no more than twelve (12)
                months and, if such dispute is resolved adversely to Consultant,
                Consultant shall return to EMHC all payments so made upon
                demand.

            


    

     

    
      
        4.
          Office
          Space; Support Services

      

    

     

    
      	 	
              4.1.

            	
              During
                the term of this Agreement, Consultant shall be entitled to retain
                the
                office space he has been assigned during his employment prior to
                the date
                hereof and EMHC shall provide Consultant with support services of
                a
                similar character and scope to those provided by EMHC to Consultant
                prior
                to the date hereof, such office space and support services to be
                used by
                Consultant in connection with the provision of his services
                hereunder.

            


    

     

    
      
        5.
          Independent
          Contractor

      

    

     

    
      	 	
              5.1.

            	
              Consultant
                is an independent contractor and is not an agent or employee of,
                and has
                no authority to bind, EMHC by contract or otherwise. Consultant will
                perform the Consulting Services under the general direction of EMHC’s
                board of directors or a designee thereof. Until Consultant is advised
                otherwise, such designee shall be the person serving as Chief Executive
                Officer of EMHC.

            


    

     

    
      
        6.
          Rights
          To Work Product

      

    

     

    
      	 	
              6.1.

            	
              Subject
                to the provisions of Section 7, all work product produced by Consultant
                within the scope of the Consulting Services and with the utilization
                of
                EMHC’s resources shall be deemed “work for hire” and all rights thereto
                shall vest in EMHC.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      
        7. 
          Special
          Projects

      

    

     

    
      	 	
              7.1.

            	
              If,
                during the period that this Agreement is in effect, Consultant develops
                a
                proposal or plan for a project that is not within the scope of
                Consultant’s duties specified in Schedule A hereto (“Special
                Project”),
                other than projects developed by Consultant pursuant to agreements
                with
                third parties, Consultant shall provide to EMHC a written description
                of
                the Special Project. EMHC shall thereupon have a period of twenty-one
                (21)
                days to advise Consultant that it has determined that it will accept
                the
                Special Project for its own use and benefit. If EMHC so advises Consultant
                within such twenty-one (21) day period, the provisions of Section
                7.2 and
                7.3 shall apply with respect to such Special Project. If EMHC does
                not so
                advise Consultant, Consultant shall be free to use the Special Project
                for
                his own benefit, including the right to sell or assign such Special
                Project to a third party.

            


    

     

    
      	 	
              7.2.

            	
              If
                EMHC so accepts a Special Project, EMHC shall thereafter pay to
                Consultant, so long as EMHC operates such Special Project, no later
                than
                ninety (90) days after the end of each calendar year, 2.49% of the
                EBITDA
                of the accepted Special Project for such calendar year (or such shorter
                period during which EMHC owned the accepted Special Project during
                such
                calendar year). As used in this Agreement, “EBITDA” means the earnings
                derived by EMHC from the accepted Special Project (including the
                “Unreliable Sources” project referred to in Section 7.4) before interest,
                taxes, depreciation and amortization after exclusion of intercompany
                expenses.

            


    

     

    
      	 	
              7.3.

            	
              If,
                during or after the period during which this Agreement is in effect,
                EMHC
                sells to a third party a Special Project that it had accepted, it
                shall
                pay to Consultant, (a) upon the closing of such sale, an amount equal
                to
                4.9% of the gross sale price, net after deduction of the costs of
                the sale
                transaction, received by EMHC from the purchaser at the closing and
                (b)
                within ten (10) business days after received, 4.9% of any additional
                gross
                sale price received after the
                closing.

            


    

     

    
      	 	
              7.4.

            	
              EMHC
                agrees to fund up to $100,000 of total documented development and
                syndication costs for the program called “Unreliable Sources,” subject to
                Consultant, in conjunction with Neal Ardman, submitting a written
                development plan that is reasonably satisfactory to EMHC addressing
                both
                business and creative direction of the program. The parties acknowledge
                that “Unreliable Sources” is a presently ongoing program that will be
                continued by EMHC during the term of this Agreement and that Neal
                Ardman
                shall have complete creative control of such program and act as host
                of
                the program during such term. Such program shall be deemed to be
                an
                accepted Special Project for which payment is to be made to Consultant
                pursuant to Section 7.2 provided that, during the term of this Agreement,
                the program is being operated in accordance with the written development
                plan in all material respects. If such program is sold by EMHC to
                a third
                party during or after the term of this Agreement, EHMC shall pay
                to
                Consultant, (a) upon the closing of such sale, an amount equal to
                4.9% of
                the gross sale price, net after deduction of the costs of the sale
                transaction, received by EMHC from the purchaser at the closing and
                (b)
                within ten (10) business days after received, 4.9% of any additional
                gross
                sale price received after the
                closing.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    8. Miscellaneous

     

    
      	 	
              8.1.

            	
              Entire
                Agreement.
                This Agreement contains the entire agreement of the parties with
                relation
                to the subject matter hereof, and cancel and supersede all prior
                and
                contemporaneous negotiations, correspondence, understandings and
                agreements (oral or written) of the parties relating to such subject
                matter.

            


    

     

    
      	 	
              8.2.

            	
              Amendment.
                This Agreement may not be modified or amended except by mutual written
                agreement of the parties. 

            


    

     

    
      	 	
              8.3.

            	
              No
                Waiver.
                No failure, delay of forbearance of either party in exercising any
                power
                or right hereunder shall in any way restrict or diminish such party's
                rights and powers under this Agreement, or operate as a waiver of
                any
                breach or nonperformance by either party of any terms of conditions
                hereof.

            


    

     

    
      	 	
              8.4.

            	
              Non-Disclosure
                of Advice.
                Except as may be required pursuant to the securities laws of the
                United
                States and as may otherwise be required by law or legal process or
                its
                regulatory authorities, EMHC shall not disclose to any third party
                the
                contents of any advice or materials provided by Consultant to EMHC
                without
                the prior written consent of Consultant, which consent shall not
                be
                unreasonably withheld. 

            


    

     

    
      	 	
              8.5.

            	
              Confidentiality.
                Consultant will keep strictly confidential all information, whether
                written or oral, acquired from EMHC and its agents and advisors in
                connection with Consultant’s provision of Consulting Services under this
                Agreement unless otherwise directed by EMHC, except information:
                (i) that
                was made available to the public prior to the commencement of the
                provision by Consultant of Consulting Services hereunder; (ii) that
                thereafter becomes available to the public other than through a breach
                by
                Consultant of its obligations hereunder; and (iii) except to the
                extent
                that Consultant is required by law or in connection with legal process
                or
                legal or regulatory proceedings to disclose such information. If
                Consultant is required by legal process to disclose any such information,
                Consultant will provide EMHC with prompt notice of such requirement,
                so
                that such EMHC may seek an appropriate protective order or waive
                compliance with this requirement.

            


    

     

    
      	 	
              8.6.

            	
              Assignment.
                This Agreement is not assignable by Consultant, except that Consultant
                may
                assign this Agreement to an entity of which he is the sole record
                and
                beneficial owner upon Consultant and such entity acknowledging to
                EMHC
                that such entity assumes Consultant’s obligations hereunder and that all
                such obligations will be fulfilled personally by Consultant. If Consultant
                so assigns this Agreement, the entity to which it is assigned shall
                make
                no further assignment of this Agreement without EMHC’s prior written
                consent. EMHC may assign this Agreement to a subsidiary or affiliate
                but
                may not assign it to another third party without Consultant’s prior
                written consent. Any attempt to effect an assignment of this Agreement
                or
                any portion thereof except in accordance with the foregoing shall
                be null
                and void.

            


    

     

    
      	 	
              8.7.

            	
              Severability.
                In case any one or more of the provisions contained in this Agreement
                shall for any reason be held to be invalid, illegal or unenforceable
                in
                any respect, such invalidity, illegality or unenforceability shall
                not
                affect any other provision hereof and this Agreement shall be construed
                as
                if such invalid, illegal or unenforceable provision had never been
                contained herein

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
            	8.8.	
              Notices.
                 Any
                notice or other communication required or permitted to be given under
                this
                Agreement shall be in writing and shall be sufficiently given or
                made by
                delivery or by telecopy or similar facsimile transmission (receipt
                confirmed) to the respective parties as
                follows:

            


    

    


    if
      to
      EMHC, to:

     

    1
      Shackleford Drive, Suite 400

    Little
      Rock, Arkansas 72111

    Attention:
      General Counsel

    Fax:
      501-221-1101

    Telephone:
      501-221-0400

    


    if
      to
      Consultant, to:

    


    39
      River
      Estates Cove

    Little
      Rock, Arkansas 72223

    Fax:
      501-868-4039

    Telephone:
      501-868-3535

     

    
      	 	
              8.9.

            	
              Any
                notice so given shall be deemed conclusively to have been given and
                received when so personally delivered or so telecopied or transmitted.
                Either party may change its address by notice to the other in the
                manner
                set out above.

            


    

     

    
      	 	
              8.10.

            	
              Counterparts.
                This Agreement may be executed in multiple counterparts, including,
                without limitation, by facsimile signature, which taken together
                shall
                constitute a single document.

            


    

     

    
      	 	
              8.11.

            	
              Governing
                Law and Jurisdiction.
                This Agreement and the transactions contemplated hereunder shall
                be
                governed by and construed in accordance with the law of the State
                of
                Arkansas, without giving effect to rules respecting conflict of law
                that
                would cause the law of any jurisdiction other than the State of Arkansas
                to be applied. The competent federal and state courts located in
                the
                County of Pulaski, State of Arkansas shall have sole and exclusive
                jurisdiction to hear and resolve any disputes among the parties related
                to
                this Agreement.

            


    

    


    In
      Witness Whereof,
      the
      parties have signed this Consulting Services Agreement as of the date first
      set
      forth above.

    


    
      	
              Equity
                Media Holdings Corporation 

            	 	
              Consultant
                

            
	 	 	 
	
              By:

            	 	 	 	 
	
              Name:

            	 	 	
              Name:

            	
               
                Larry Morton

            
	
              Title:

            	 	 	 	 


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    SCHEDULE
      A

    


    Morton
      Consulting Services

    


    1. Assist
      EMHC in connection with repurchase of Retro Programming Services, Inc. from
      Luken Communications.

    


    2. Assist
      in development of RTN concept in conjunction with Luken
      Communications.

    


    3. At
      EMHC’s direction, assist EMHC with Federal Communications Commission planning
      for current EMHC stations.

    


    4. Assist
      EMHC’s officers and employees in matters relating to EMHC’s
      business.

    


    5. Other
      duties as mutually agreed by EMHC and Consultant.

     

    
      
         

      

      
        6