Exhibit
      10.7

     

    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
      NIA Broadcasting, LLC, a Texas limited liability company having offices at
      16401
      Chenal Valley Drive, No. 6102, 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. All Consulting Services shall be performed by an employee
                of
                Consultant designated with the approval of EMHC (the “Designated
                Employee”).
                Until otherwise agreed by Consultant and EMHC, the Designated Employee
                shall be Neil Ardman (“Ardman”).

            


    

     

    
      	 	
              1.2.

            	
              In
                rendering the Consulting Services hereunder, Consultant and the Designated
                Employee shall cooperate with EMHC and utilize professional skill
                and
                diligence to provide the expertise required in connection with such
                services. The Designated Employee will devote not less than a majority
                of
                his business time to the Consulting Services and, if necessary, such
                additional time as will be reasonably required for the proper performance
                of the Consulting Services. Consultant and the Designated Employee
                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 Thirty Thousand Dollars ($30,000.00). Such amount
                will be
                increased by a minimum of 5% per month, effective on each anniversary
                of
                the date of this Agreement.

            


    

     

    
      	 	
              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, but
                including travel expenses between San Antonio, Texas and Little Rock,
                Arkansas to the extent such travel expenses have been reimbursed
                to
                Consultant prior to the date of this Agreement. Upon execution of
                this
                Agreement, EMHC shall pay Consultant the sum of Ten Thousand Dollars
                ($10,000.00) 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.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              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.

            


    

     

    
      	 	
              2.5.

            	
              In
                consideration for Consultant entering into this Agreement and other
                arrangements with EMHC, concurrently with the execution of this Agreement,
                EMHC has paid Consultant the sum of One Hundred Seventy-Five Thousand
                Dollars ($175,000.00). Consultant will also be paid Forty-three Thousand
                Seven Hundred Fifty Dollars ($43,750.00) per month for each of the
                four
                monthly periods beginning July 1, 2008. The remaining three payments
                will
                be made upon the reasonable determination of the compensation committee
                of
                EMHC’s board of directors that Consultant has, during the period beginning
                on the date of this Agreement and ending on the day prior to the
                date on
                which such payment is to be made, made himself reasonably available
                and
                has reasonably assisted with respect to the build-out of EMHC’s back-up
                facility to be located in Chattanooga,
                Tennessee.

            


    

     

    
      	 	
              2.6.

            	
              EMHC
                shall hire Alyne Hoover as an employee to assist the Consultant and
                the
                Designated Employee in the performance of their duties hereunder,
                at an
                annual salary not to exceed Seventy Thousand Dollars ($70,000.00),
                with
                fully-paid health insurance benefits in accordance with EMHC’s benefit
                plans in effect from time to time and three (3) weeks vacation per
                year.
                Nothing in this Agreement, including the immediately preceding sentence,
                shall confer upon Ms. Hoover the rights of a third party beneficiary
                of
                any of the provisions of 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.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              4.

            	Office
              Space; Support Services


    

     

    
      	 	
              4.1.

            	
              During
                the term of this Agreement, Consultant shall be entitled to utilize
                the
                office space previously assigned to Ardman during his consultancy
                prior to
                the date hereof and EMHC shall provide Consultant and the Designated
                Employee with support services of a similar character and scope to
                those
                provided by EMHC to Ardman prior to the date hereof, such office
                space and
                support services to be used by Consultant and the Designated Employee
                in
                connection with the provision of their 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 is 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.

            


    

     

    
      	 	
              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.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              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 Larry Morton, 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 Consultant
                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.

            


    

     

    
      	
            	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. 

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              8.5.

            	
              Confidentiality.
                Consultant and its employees 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. 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

            


    

     

    
      	
            	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:

    


    16401
      Chenal Valley Drive, No. 6102

    Little
      Rock, Arkansas 7223

    Attention:
      Neil Ardman, Manager

    Fax:
      866-229-6661

    Telephone:
      501-749-4155

     

    
      	 	
              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.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              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 

            	 	
              NIA
                Broadcasting, LLC

            
	 	 	 
	
              By:

            	 	 	 	 
	
              Name: 

            	 	 	
              Name: 

            	
              Neal
                Ardman

            
	
              Title:

            	 	 	 	
              Manager

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    SCHEDULE
      A

    


    Consulting
      Services

    


    1. Oversee
      engineering for EMHC and RTN, including, at EMHC’s direction, build-out of
      network operating center for RTN in Tennessee.

    


    2. Assist
      in
      operation of EMHC stations.

    


    3. Assist
      in
      advertising sales for EMHC and RTN as directed by EMHC.

    


    4. Assist
      in
      management of back-office systems personnel.

    


    5. Assist
      in
      the operation of the C.A.S.H. System.

    


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


    


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

     

    
      
         

      

      
        7