Exhibit
      10.1

    


    AGREEMENT

    


    AGREEMENT
      (“Agreement”),
      entered into as of June 24, 2008, by and among Equity
      Media Holdings Corporation,
      a
      Delaware corporation (“Parent”),
      C.A.S.H.
      Services, Inc.
      an
      Arkansas corporation and wholly owned subsidiary of Parent (“CASH”),
      and
Retro
      Programming Services, Inc.,
      an
      Arkansas corporation and wholly owned subsidiary of CASH (“Buyer”
and,
      collectively with Parent and CASH, the “Buyer
      Parties”),
      on
      the one hand, and Retro
      Television Network, LLC,
      an
      Arkansas limited liability company (“RTN
      Seller”),
      Larry
      E. Morton (“Morton”)
      and
      Neal Ardman (“Ardman”
and,
      collectively with Morton and RTN Seller, the “Seller
      Parties”).
      Each
      of the Seller Parties and each of Buyer Parties are referred to herein
      individually as a “Party”
and
      collectively as the “Parties.”
      

    


    WHEREAS,
      the predecessor in interest to Parent (Equity Broadcasting Corporation
      (AEBC@))
      and
      entities related to EBC entered into that certain Intellectual Property
      Agreement (“IPA”),
      dated
      December 22, 2005, with RTN Seller and certain affiliates thereof (the
“2005
      Sellers”);

    


    WHEREAS,
      under the terms of the IPA, the 2005 Sellers represented and agreed that they
      were transferring all of their rights to the concept, programming model and
      business called Retro Television Network (“RTN”),
      other
      than creative and intellectual rights therein (the “December
      2005 Transfer”);

    


    WHEREAS,
      the Buyer Parties and their affiliates have expended significant time, capital
      and other resources in developing RTN and the related programming rights,
      operations and distribution capabilities comprising a customizable television
      network capable of providing 24/7 digital programming feeds to affiliate
      stations, including digitally remastered popular programs from the 60s, 70s,
      80s
      and 90s and localized sports, weather and news (collectively, the
“Business”);
      and

    


    WHEREAS,
      it is intended that any and all right, title and interest of any of Seller
      Parties or their affiliates in assets that relate to the Business, including
      all
      creative and intellectual rights referred to in the IPA (collectively, the
      “RTN
      Assets”)
      be
      transferred, assigned and/or vested solely in the Buyer Parties and that this
      Agreement shall as of the date hereof supersede the entirety of the
      IPA.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual
      representations, warranties, covenants and agreements in this Agreement and
      for
      other good and valuable consideration, the sufficiency of which is hereby
      acknowledged, the Parties agree as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

    SALE
      AND TRANSFER OF ASSETS

    


    1.1 General.
      

    


    (a) Sale
      and Purchase.
      Upon
      the terms, and subject to the conditions, set forth in this Agreement, at the
      Closing (as defined in Section 1.3), each of the Seller Parties shall sell,
      assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase
      and accept from each such Seller Party, all of such Seller Party’s rights,
      title, and interest in, to and under any and all of the tangible and intangible
      assets owned, licensed, leased or used in or otherwise related to the Business,
      including, without limitation, the following (collectively, the “Acquired
      Assets”):

    


    (i) All
      of
      the following to the extent related to the Business: (a) software, including
      source code, object code, commentary, documentation and all copyrights and
      trade
      secrets therein, (b) names and likenesses of natural persons, mascots, (c)
      data
      bases, (d) customer lists, (e) prospects lists, (f) supplier lists, (g)
      marketing and sales materials, (h) proposed projects data bases and related
      written plans, (i) all business plans and business and programming models,
      (j)
      patents, patent applications, inventions (whether patentable or not), (k)
      copyrights, rights under copyrights, moral rights, (l) all trademarks, trade
      names, service marks, brands and other marks used in the Business and all
      derivatives and variances thereof or related thereto and all other names and
      trade names owned by any Seller Party or used in the Business, including the
      application for a federal trademark registration, Serial Number 7875037, and
      all
      goodwill associated therewith (collectively, the “Names”),
      (m)
      know how, confidential information and trade secrets, (n) concepts, business
      methods, business processes, including the RTN Network (and any alterations
      thereto), (o) websites, domain names and URLs, (p) licensed rights, (q) rights
      to sue for past, present and future infringement, misappropriation or violation
      of any of the foregoing, and (r) rights to receive royalties, license fees,
      revenue shares, and the like relating to any or all of the foregoing,
      (collectively, the “Intellectual
      Property”);

    


    (ii) All
      rights (but not obligations) of any Seller Party under any Contracts
      (collectively, the “Acquired
      Contracts”).
      “Contract”
shall
      mean any contract, agreement, license, grant or other instrument or
      understanding of any kind related to any Acquired Asset, RTN or the Business,
      including all amendments, supplements, modifications, extensions, or renewals
      in
      respect of the foregoing;

    


    (iii) All
      equipment and other personal property utilized in the Business (“Acquired
      Equipment”);
      and

    


    (iv) All
      other
      tangible and intangible assets of the Seller Parties relating to the Business.
      

    


    For
      clarification, none of the Acquired Assets comprise any part of the CASH System,
      which is owned by CASH.

    


    1.2 No
      Assumption of Liabilities.
      It is
      understood and agreed that the Buyer Parties are not assuming, and will not
      be
      obligated or liable for, any direct or indirect debts, obligations, claims
      or
      liabilities of the Seller Parties, whether absolute, accrued, contingent,
      liquidated or otherwise, and whether due or to become due, asserted or
      unasserted, known or unknown, including the Seller Parties’ obligations in
      respect of taxes, environmental liabilities or claims, employee benefit or
      profit sharing plans
      or any
      litigation or other claims.


    
      
        
        

      

      
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    1.3 Closing.
      The
      closing of the Asset Purchase (the “Closing”)
      is
      taking place concurrently with the execution of this Agreement at the offices
      of
      Graubard Miller, located at The Chrysler Building, 405 Lexington Avenue,
      19th
      Floor,
      New York, New York 10174. The date hereof is sometimes referred to as the
“Closing
      Date.”

    


    1.4 Consideration.
      

    


    (a) As
      consideration for the sale and purchase of the Acquired Assets, the Buyer shall
      pay the RTN Seller the payments provided in this Section 1.4 (each a
“Payment”
and,
      collectively, the “Purchase
      Price”).

    


    (b) From
      and
      after December 24, 2009 through the date this Agreement is terminated (the
      “Rights
      Period”),
      the
      Seller Parties as a group shall receive payments, in the aggregate, in an amount
      equal to 10% (“Earnings
      Rights Percentage”)
      of any
      and all annual pre-tax earnings (excluding interest, depreciation and
      amortization and any related party charges not preapproved in writing by the
      Seller Parties) calculated in accordance with U.S. GAAP directly generated
      by
      the Business through the Buyer (or any subsidiary thereof) during the Rights
      Period. Payments
      shall be pro rated for any partial fiscal years during the Rights
      Period. Payments,
      if any, under this Section 1.4(b) shall be made to the Seller Parties within
      90
      days of the end of the fiscal year for which such Payment is made. In the event
      that pre-tax earnings are less than zero beginning on December 24, 2009, such
      negative balance will be carried forward to reduce pre-tax earnings for
      subsequent years for purposes of this Section 1.4(b). 

    


    (c) In
      the
      event the Buyer sells the Business or RTN or substantially all of the assets
      of
      RTN or all of Buyer Parties’ rights, title or claim to RTN to a third-party
      (“Subsequent
      Sale”)
      during
      the Rights Period, the RTN Seller may elect to exchange its right to receive
      payments under Section 1.4(b), above, for a payment equal to 20% (“Sales
      Proceeds Right Percentage”)
      of the
      sales price in the Subsequent Sale (net of transaction costs) and the
      obligations to pay amounts under (b) above shall end. Notwithstanding anything
      to the contrary, in the event the sale price payments from a purchaser in the
      Subsequent Sale are to be made over time or on a contingent basis, the RTN
      Seller shall receive its Sale Proceeds Right Percentage payments pro ratably
      as
      such sales price payments are made. Amounts payable under this Section 1.4(c)
      shall be paid within three business days of the Buyer’s receipt of sales price
      proceeds from the Subsequent Sale. Notwithstanding the foregoing, the sale
      of
      all of the capital stock of the Buyer to Luken Communications, LLC
      (“Luken
      Communications”)
      under
      the terms of a stock purchase agreement (“Luken
      SPA”)
      of
      even date herewith (the “Luken
      Transaction”)
      shall
      not constitute a Subsequent Sale. Further, the following shall not be deemed
      a
      Subsequent Sale: (i) the grant of the repurchase option in Article IV of the
      Luken SPA (“Repurchase
      Option”);
      (ii)
      the sale or transfer of the Repurchase Option by CASH to an affiliate or to
      any
      third party; or (iii) the exercise of the Repurchase Option by CASH (or any
      affiliate thereof) or any third party purchaser thereof.


    
      
        
        

      

      
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    (d) Notwithstanding
      the foregoing, upon any sale of the Buyer to Luken Communications, the Rights
      Period shall be set at ten years from the date hereof (subject to earlier
      termination upon termination of this Agreement), the Earnings Right Percentage
      shall be reduced to 5% and the Sales Proceeds Right Percentage shall be reduced
      to 5%. In the event the Buyer is reacquired by Seller (or an affiliate thereof)
      upon exercise of the Repurchase Option, the Earnings Rights Percentage and
      Sales
      Proceeds Right Percentage shall immediately be reset to the percentages set
      forth in Section 1.4 (b) and (c), above, and the length of the Rights Period
      shall be governed by Section 1.4(b) above.

    


    (e) The
      Seller Parties shall have a right, upon reasonable written notice to the Buyer,
      to review and audit financial records of the Buyer during normal business hours
      at the Seller Parties’ sole expense to confirm that the payments made under
      Sections 1.4(b), (c) and (d) above are accurate.

    


    (f) Any
      dispute as to calculation of pre-tax earnings or gross sales price shall be
      determined by the Buyer’s independent auditor or, if such auditor in unable or
      unwilling to do same, by another independent accountant mutually agreed upon
      by
      the Buyer and the Seller Parties. The determination of such auditor or
      accountant shall be final and binding. 

    


    1.5 Limitations
      with respect to Parent and CASH.
      For
      avoidance of doubt, the payment obligations under Section 1.4 are solely the
      obligation of the Buyer and not any other Buyer Party or affiliate thereto.
      Upon
      any exercise of the right to assign this Agreement by Buyer, the obligations
      and
      rights of Buyer hereunder shall become those of the assignee (except under
      any
      assignment under Section 7.2(b)). Upon consummation of the Luken Transaction,
      neither Parent nor CASH (or any affiliate thereof) shall have any obligation
      under Section 1.4 of this Agreement unless and until CASH and/or Parent, or
      an
      affiliate thereof, exercises the Repurchase Option, in which event Parent and
      CASH shall have those obligations, effective as of the consummation of the
      Repurchase Option. 

    


    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES

    


    Each
      of
      the Seller Parties hereby represents and warrants to the Buyer Parties as
      follows as of the date hereof:

    


    2.1 Organization.
      RTN
      Seller is a limited liability company duly organized, validly existing and
      in
      good standing under the law of its respective state of formation. 

    


    2.2 Authorization
      of Transaction.
      Each
      Seller Party has all requisite power and authority to execute and deliver this
      Agreement and the other agreements contemplated hereby to which it or he is
      a
      party (collectively, the “Transaction
      Documents”),
      and
      to perform its or his obligations hereunder and thereunder. The execution and
      delivery of the Transaction Documents and the performance by each Seller Party
      of the transactions contemplated hereby and thereby have been duly and validly
      authorized by all requisite company action on the part of RTN Seller, and no
      other corporate, company or other proceedings on the part of any Seller Party
      are necessary to approve the Transaction Documents or to authorize and
      consummate the transactions contemplated hereby or thereby. The Transaction
      Documents have been duly and validly executed and delivered by each of the
      Seller Parties that is a party thereto and constitute valid and binding
      obligations of such Seller Parties, enforceable against such Seller Parties
      in
      accordance with their terms, except as such enforceability may be limited by
      general principles of equity and bankruptcy, insolvency, reorganization and
      moratorium and other laws relating to creditors’ rights.


    
      
        
        

      

      
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    2.3 Acquired
      Assets.
      None of
      the Seller Parties has granted any right, claim or interest in any of the
      Acquired Assets to any other Person. “Person”
      shall
      mean any individual, partnership, joint venture, association, limited liability
      company, corporation, trust, unincorporated organization, Governmental Authority
      (defined below), or other entity. Except pursuant to the terms of the IPA,
      no
      Seller Party has previously entered into any contract, agreement, arrangement
      or
      understanding of any nature obligating any Seller Party (or affiliate thereof)
      to directly or indirectly transfer any of the Acquired Assets or rights or
      interests therein to any Person (as defined) other than the Buyer. 

    


    2.4 Ownership
      of RTN Seller; No Conflict; Required Filings and Consents.

    


    (a) Schedule
      2.4(a)
      sets
      forth a list of each member, partner or other equity holder of RTN Seller Party.
      No other Person has any right to or right to acquire any equity or ownership
      rights in RTN Seller. All necessary approval of the members, partners or other
      equity holders or owners of RTN Seller has been obtained as necessary to
      authorize the valid and legal execution and delivery of the Transaction
      Documents and the consummation of the transactions contemplated hereby and
      thereby.

    


    (b) The
      execution and delivery of the Transaction Documents by each Seller Party and
      the
      performance by such Seller Party of its or his obligations hereunder and
      thereunder will not (i) violate or conflict with the articles of formation
      or
      operating agreement of RTN Seller or any resolution adopted by the managers
      or
      board of directors or similar managing body of RTN Seller; (ii) conflict
      with or violate any provision or requirement of any domestic or foreign,
      federal, state, or local law, statute, judgment, order, writ, injunction,
      decree, award, rule, or regulation (collectively, the “Laws
      and Rules”)
      applicable to any Seller Party or by which any of his or its properties or
      assets are bound or affected; or (iii) violate, result in a breach of,
      constitute (with due notice or lapse of time or both) a default under, or give
      to others any rights of termination, amendment, acceleration or cancellation
      of,
      or result in the creation of a Lien on any of the Acquired Assets or any other
      properties or assets of any Seller Party related to or used in connection with
      the Business pursuant to, any note, bond, mortgage, indenture, contract,
      agreement, lease, license, permit, franchise or other instrument or obligation
      to which such Seller Party is a party or by which any of the properties or
      assets of any Seller Party is bound or affected.

    


    (c) No
      consents (“Required
      Consents”)
      of any
      Person, including any Governmental Authority (as defined below) are necessary
      for the Seller Parties to consummate the transactions contemplated hereby and
      by
      the Transaction Documents and to vest in Buyer all rights contemplated by this
      Agreement in the Acquired Assets or otherwise in connection with the execution
      and delivery of the Transaction Documents by any of the Seller Parties,
      including any authorization, notice, filing, report or regulation required
      by
      any Governmental Authority or any Person that is party to any Contract. All
      Required Consents have been obtained and are in full force and effect as of
      the
      date hereof. “Governmental
      Authority”
      means
      the United States federal, state or local, or any foreign, government,
      governmental, regulatory or administrative authority, agency or commission
      or
      any court, tribunal, or judicial or arbitral body.


    
      
        
        

      

      
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    2.5 Litigation.
      There
      are no claims, suits, proceedings, investigations, arbitrations, oppositions,
      re-examinations, or other actions (“Actions”)
      by any
      Person or Governmental Authority relating to any of the Seller Parties or the
      Acquired Assets or, to the Seller Parties’ knowledge, threatened to be brought
      by or before any Person or Governmental Authority relating to the Acquired
      Assets or the Business or which could otherwise prevent or impede any Seller
      Party from consummating the transactions contemplated by this Agreement and
      the
      Transaction Documents.

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF PARENT AND BUYER

    


    The
      Parent hereby represents and warrants to the Seller Parties as
      follows:

    


    3.1 Organization. Each
      of
      Parent, CASH and the Buyer is a corporation duly organized, validly existing
      and
      in good standing under the law of its state of formation.

    


    3.2 Authorization
      of Transaction.
      Each of
      the Buyer Parties has all requisite power and authority to execute and deliver
      this Agreement and the Transaction Documents and to perform its obligations
      hereunder and thereunder. The execution and delivery of the Transaction
      Documents and the performance by each of the Buyer Parties of the transactions
      contemplated hereby and thereby have been duly and validly authorized by all
      requisite corporate action on the part of each of the Buyer Parties, and no
      other corporate proceedings on the part of either of the Buyer Parties are
      necessary to approve this Agreement and the other Transaction Documents or
      to
      authorize and consummate the transactions contemplated hereby or thereby. The
      Transaction Documents have been duly and validly executed and delivered by
      each
      of the Buyer Parties and constitute valid and binding obligations of each of
      the
      Buyer Parties that is party thereto, enforceable against each of the Buyer
      Parties in accordance with their terms, except as such enforceability may be
      limited by general principles of equity and bankruptcy, insolvency,
      reorganization and moratorium and other laws relating to creditors’ rights, and
      is in full force and effect.

    


    3.3 No
      Conflicts.
      The
      execution and delivery of the Transaction Documents by each of the Buyer Parties
      and the performance by each of the Buyer Parties of its obligations hereunder
      and thereunder will not (i) violate or conflict with the certificate of
      incorporation or bylaws of either of the Buyer Parties; (ii) conflict with
      or violate any Laws and Rules applicable to either of the Buyer Parties or
      by
      which either of the Buyer Parties’ properties or assets are bound or affected;
      or (iii) violate, result in a breach of, constitute (with due notice or
      lapse of time or both) a default under, or give to others any rights of
      termination, amendment, acceleration or cancellation of, or result in the
      creation of a Lien on any of the properties or assets of the Buyer Parties
      pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
      license, permit, franchise or other instrument or obligation to which any of
      the
      Buyer Parties is a party or by which any of the properties or assets of the
      Buyer Parties is bound or affected, except, in the case of clauses (ii) and
      (iii) above, for any such conflicts, violations, breaches, defaults or other
      alterations or occurrences that would not reasonably be expected to have a
      material adverse effect on the business, assets, prospects, financial condition
      or results of operations of the Buyer Parties or materially impair the Buyer
      Parties’ ability to consummate the transactions contemplated by this
      Agreement.


    
      
        
        

      

      
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    3.4 Litigation.
      There
      are no Actions by any Person or Governmental Authority relating to Parent or
      its
      business or, to Parent’s knowledge, threatened to be brought by or before any
      Person or Governmental Authority relating to Parent or its business or which
      otherwise prevent Parent or Buyer from consummating the transactions
      contemplated by this Agreement and the Transaction Documents.

    


    ARTICLE
      IV

    COVENANTS

    


    4.1 General.
      Each of
      the Parties will use its best efforts to take all action and to do all things
      necessary, proper, or advisable after the date of Closing in order to effect
      the
      transactions contemplated by this Agreement and the Transaction Documents.
      

    


    4.2 Non-use
      of Names.
      After
      the Closing, none of the Seller Parties or their affiliates shall establish
      or
      otherwise be associated with, as an owner, partner, stockholder, member,
      employee or otherwise, any business that utilizes any of the Names or any
      variant or derivative thereof and each Seller Party shall cease and desist
      using
      any of the Names for any purpose whatsoever, and shall not hold himself or
      itself out as an employee, agent or representative of Parent or Buyer or any
      of
      their affiliates.

    


    4.3 Non-Solicitation;
      Non-Hire.
      For a
      period from the date hereof until the end of the Payment obligations under
      Section 1.4 (“Restricted
      Period”),
      none
      of the Seller Parties shall directly or through any affiliate for itself or
      any
      other Person hire any employee of the Parent, CASH, Buyer or the Business (other
      than any person who is currently a member of RTN Seller), or induce or attempt
      to induce any employee to leave the employ of the Parent, Buyer or the Business
      or its successors, assigns and affiliates or in any way interfere with the
      relationship between any of the Parent, Buyer or the Business and any employee,
      officer, consultant to or customer of Parent, Buyer or the Business.
      Notwithstanding the foregoing, Seller Parties shall be permitted to hire any
      person responding in good faith solely as a result of general public
      advertisements regarding employment opportunities. Each of the Seller Parties
      acknowledges and agrees that the nonsolicitation and nonhire obligations
      contained in this Agreement are integral components of the consideration being
      provided to the Parent, CASH and the Buyer for its agreement to enter into
      this
      Agreement, consummate the transactions contemplated hereby and pay the Purchase
      Price under Section 1.4 hereof. The obligations under this Section 4.4 shall
      be
      in addition to and not in lieu of any other similar obligations any Seller
      Party
      has to the Buyer Parties or their affiliates under any other contract,
      understanding, arrangement or agreement.

    


    4.4 Cessation
      of Obligation under IPA.
      Except
      as otherwise provided herein, the IPA shall no longer be of any force or effect
      after the date hereof. Notwithstanding the foregoing, each party acknowledges
      that the IPA transferred certain rights and assets to the Buyer and that Buyer
      was authorized to operate the Business under these rights. The termination
      of
      the IPA and execution of this Agreement shall not create any right of reversion
      with respect to assets or rights previously transferred to Buyer or its
      affiliates under the IPA.


    
      
        
        

      

      
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    4.5 Further
      Assurances.
      Upon
      the reasonable request of a Party or Parties hereto at any time after the date
      hereof, the other Party or Parties shall forthwith execute and deliver such
      further instruments of assignment, transfer, conveyance, endorsement, direction
      or authorization and other documents as the requesting party or parties or
      its
      or their counsel may reasonably request in order to perfect title of the Buyer
      and its successors and assigns to the Acquired Assets or otherwise to effectuate
      the purposes of this Agreement. Each Party agrees to use its best efforts and
      to
      exercise good faith in fulfilling its obligations under this
      Agreement.

    


    4.6 Confidentiality.
      Except
      as otherwise required by law, each Party agrees not to disclose the terms of
      this Agreement or the substance of the discussions preceding this Agreement
      to
      any other person; provided, however, that this Section 4.6 shall not apply
      to:

    


    (a) a
      Seller
      Party’s communications to his immediate family or his or its attorneys,
      accountants and/or financial advisors, 

    


    (b) Buyer
      Party’s communications to any third party with a legitimate business need to
      know, as determined in Buyer Party’s reasonable and good faith discretion (such
      as its attorneys, accountants, auditors and/or financial advisors),

    


    (c) disclosure
      by a Buyer Party to the extent required by applicable U.S. federal securities
      laws, and

    


    (d) disclosure
      by a Buyer Party to any potential financing source or potential buyer of the
      Repurchase Option or the Company,

    


    as
      long
      as the foregoing parties, prior to disclosure, first agree not to disclose
      such
      information to anyone else. In addition, if a Seller Party is required by law
      to
      disclose any of the terms of this Agreement or the substance of the discussions
      preceding this Agreement, such Seller Party will provide written notice to
      the
      Buyer Parties in advance of such disclosure, and will cooperate with the Buyer
      Parties to prevent or limit such disclosure.

    


    ARTICLE
      V

    SURVIVAL
      AND INDEMNIFICATION

    


    5.1 Survival.
      Each
      covenant contained in this Agreement shall survive the Closing indefinitely,
      except to the extent the covenant provides for a specific time period
      therein. Each
      representation and warranty contained in this Agreement shall survive the
      Closing for a period of 24 months, except those representations and warranties
      contained in (i) Section 2.2 (Authorization of Transaction) and Section 2.3
      (Acquired Assets), which will survive forever. No Party will be liable to any
      other Party under any warranty or representation contained herein after the
      applicable expiration of such warranty or representation; provided however,
      if a
      claim or notice is given under this Article V with respect to any representation
      or warranty in reasonable detail prior to the applicable expiration date, such
      claim may be pursued to resolution notwithstanding expiration of the
      representation or warranty under which the claim was brought. Completion of
      the
      transactions contemplated hereby shall not be deemed or construed to be a waiver
      of any right or remedy of any of the Parties, except as otherwise provided
      in
      this Agreement.


    
      
        
        

      

      
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    5.2 Indemnification
      by the Seller Parties.
      The
      Seller Parties and their respective successors and assigns shall severally
      and
      not jointly indemnify, defend, reimburse and hold harmless the Buyer Parties
      and
      their respective officers, directors, employees, stockholders, managers, members
      and agents from and against any and all claims, losses, damages, liabilities,
      obligations, assessments, penalties and interest, demands, actions and expenses
      (including, without limitation, settlement costs, legal and accounting fees
      and
      expenses and any other expenses for investigating or defending any actions
      or
      threatened actions, but not including consequential or special damages)
      (“Losses”)
      arising out of or in connection with any of the following:

    


    (a) any
      breach of any covenant, representation, warranty, agreement or obligation of
      the
      Seller Parties contained in this Agreement or any other Transaction Document;
      and

    


    (b) any
      tax
      and/or related liability owed by any of the Seller Parties or their respective
      affiliates and relating to the Acquired Assets, including under bulk sales
      and
      similar state regulations.

    


    5.3 Right
      of Offset.
      Upon
      providing the Seller Party with written notice and thirty (30) day period to
      pay
      any such obligations directly in cash, the Buyer shall be entitled to offset
      and
      collect from any amounts otherwise owed to a Seller Party any and all amounts
      owed by such Seller Party to the Buyer or its affiliates as Indemnitee under
      this Article
      V
      or any
      other contract between the Parties.

    


    ARTICLE
      VI

    CLOSING
      DELIVERIES

    


    6.1 Closing
      Documents of the Seller Parties.
      At the
      Closing, the Seller Parties are delivering to the Buyer the
      following:

    


    (i) Copies,
      certified by the Secretary or an Assistant Secretary of each Seller Party
      Entity, of resolutions of their respective board of directors or managers (or
      partners) authorizing the execution, delivery and performance of this Agreement
      and the other Transaction Documents to which any Seller Party Entity is a party
      and the consummation of the transactions contemplated hereby and
      thereby.

    


    (ii) All
      documents (executed as necessary) that are required to change the corporate
      name
      of each Seller Party Entity to a new name not related to the Names or any
      derivative thereof.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (iii) An
      Assignment and Bill of Sale in form reasonably satisfactory to Buyer and its
      counsel.

    


    (iv) Intellectual
      Property instruments of assignment effective to fully vest all of the Names
      and
      Intellectual Property in the Buyer in form reasonably satisfactory to the Buyer
      and its counsel, executed by the Seller Parties.

    


    (v) Such
      further instruments of sale, transfer, conveyance, assignment or delivery
      covering the Acquired Assets, or any part thereof, as the Buyer may reasonably
      require to assure the full and effective sale, transfer, conveyance, assignment
      or delivery to it of the Acquired Assets to be transferred pursuant to this
      Agreement.

    


    (vi) If
      applicable, consents of former and present spouses of any Seller Parties whose
      marriages are or were governed by community property laws.

    


    (vii) Other
      documents as necessary to evidence the transfer of rights or settle the relative
      rights among Seller Parties.

    


    6.2 Closing
      Documents of the Buyer.
      At the
      Closing, the Buyer is delivering or issuing to the Seller Parties the
      following:

    


    (i) Copies,
      certified by an officer of the Buyer and Parent, of resolutions of their
      respective boards of directors authorizing the execution, delivery and
      performance of this Agreement and the other Transaction Documents to which
      the
      Buyer and Parent is a party and the consummation of the transactions
      contemplated hereby and thereby; and

    


    ARTICLE
      VII

    MISCELLANEOUS

    


    7.1 Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed given (i) upon personal delivery,
      (ii) three days after being mailed by certified or registered mail, postage
      prepaid, return receipt requested, (iii) one business day after being sent
      via a nationally recognized overnight courier service if overnight courier
      service is requested from such service or (iv) upon receipt of electronic
      or other confirmation of transmission if sent via facsimile and followed by
      certified or registered mail, postage prepaid, return receipt requested, to
      the
      parties, their successors in interest or their assignees at the following
      addresses and telephone numbers, or at such other addresses or telephone numbers
      as the parties may designate by written notice in accordance with this
Section
      7.1.

    


    If
      to the
      Buyer:


     

    Equity
      Media Broadcasting Corporation

    1
      Shackleford Drive

    Suite
      400

    Little
      Rock, AR 72211

    Attention:
      Chairman of the Board

    Telephone: (501)
      219-2400

    Facsimile: (501)
      221-1101


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    With
      a
      copy to:


     

    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    19th
      Floor

    New
      York,
      New York 10174

    Attention:
      David Alan Miller

    Telephone: (212)
      818-8661

    Facsimile: (212)
      818-8881

    


    If
      to
      Seller Parties:

    


    Larry
      Morton on behalf of himself and RTN Seller:

    Larry
      Morton 

    39
      River
      Estates Cove

    Little
      Rock, Arkansas 72223

    Telephone: (501)
      868-3535

    Facsimile: (501)
      868-4039

    


    And

    


    Neal
      Ardman

    c/o
      Equity Media Holdings Corporation

    1
      Shackleford Drive

    Suite
      400

    Little
      Rock, AR 72211

    Telephone: (501)
      219-2400

    Facsimile: (501)
      221-1101

    


    7.2 Assignability
      and Parties in Interest. 

    


    (a) This
      Agreement and the rights, interests or obligations hereunder may not be assigned
      by any Party without the written consent of the other Parties; provided,
      however, that the Buyer may assign its rights under this Agreement to any entity
      under control of Parent. Notwithstanding the foregoing, each Seller Party shall
      be entitled to transfer and assign its rights to receive Payments under Section
      1.4 to another Person without the consent of the Buyer Parties; provided
      that the
      right of any such assignee to any Payments shall be subject to Buyer’s right to
      offset against such Payments pursuant to Section 5.3 or otherwise under
      applicable law in the absence of such transfer and assignment. This Agreement
      shall inure to the benefit of and be binding upon the Parties and their
      respective permitted successors and assigns. Nothing in this Agreement will
      confer upon any Person not a Party to this Agreement, or the legal
      representatives of such Person, any rights or remedies of any nature or kind
      whatsoever under or by reason of this Agreement. 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (b) Notwithstanding
      anything to the contrary, each Seller Party hereby acknowledges that the Buyer
      Parties will grant a security interest in all of the Buyer Parties’ respective
      rights under this Agreement to Wells Fargo Bank, National Association, as
      collateral agent for the lenders (including any successor thereto, the
“Collateral
      Agent”)
      under
      the Third Amended and Restated Credit Agreement, dated as of February 13, 2008,
      among the Buyer Parties and certain other subsidiaries of Parent, and the
      financial institutions party thereto (as amended, supplemented and otherwise
      modified from time to time, the “Credit
      Agreement”),
      and
      each Seller Party hereby consents to the granting of such security interest;
      provided that such security interest does not create a lien on any Seller
      Parties’ rights hereunder or otherwise serve to modify or diminish such rights.
      Each Seller Party further agrees that, following such grant, (x) each Seller
      Party shall execute and deliver any and all instruments, certificates and
      documents, and take any and all actions, as Parent or the Collateral Agent
      may
      reasonably request from time to time to ensure that the Collateral Agent has
      and
      maintains a first priority security interest in the rights of the Buyer Parties
      under this Agreement and (y) the Collateral Agent shall have the right, both
      prior to and following any default under the Credit Agreement and without any
      further action by any other party hereto, to exercise the rights of the Buyer
      Parties under this Agreement and to enforce the obligations of the Seller
      Parties hereunder. This Agreement shall be binding upon and shall inure to
      the
      benefit of the parties hereto and their respective successors and permitted
      assigns.

    


    7.3 Governing
      Law.
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the internal law of the State of Arkansas, without giving effect to its
      conflicts of law principles or rules that would require the application of
      the
      law of any other jurisdiction.

    


    7.4 Venue.
      Any
      civil action or legal proceeding arising out of or relating to this Agreement
      shall be brought in the appropriate federal or state court located in the State
      of Arkansas. Each Party consents to the jurisdiction of such court in any such
      civil action or legal proceeding and waives any objection to the laying of
      venue
      of any such civil action or legal proceeding in such court. Service of any
      court
      paper may be affected on such Party by registered mail, as provided in this
      Agreement, or in such other manner as may be provided under applicable laws,
      rules of procedure or local rules. 

    


    7.5 Waiver
      of Jury Trial.
      EACH
      PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
      AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
      IT OR HE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT OR HE MAY
      HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
      ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED
      IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
      EACH
      PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR
      ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
      OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER,
      (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER,
      (C) IT MAKES SUCH WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO
      ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND
      CERTIFICATIONS HEREIN.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    7.6 Specific
      Performance.
      Each
      Party agrees that the Parties shall be entitled to an injunction or injunctions
      to prevent breaches of this Agreement and to enforce specifically the terms
      and
      provisions hereof in any court of the United States or any state having
      jurisdiction; this being in addition to any other remedy to which they are
      entitled at law or in equity.

    


    7.7 Counterparts.
      Facsimile transmission of any signed original document or retransmission of
      any
      signed facsimile transmission will be deemed the same as delivery of an
      original. At the request of any Party, the Parties will confirm facsimile
      transmission by signing a duplicate original document. This Agreement may be
      executed in counterparts, each of which shall be deemed an original, but all
      of
      which shall constitute but one and the same instrument.

    


    7.8 Complete
      Agreement.
      This
      Agreement, the exhibits and schedules hereto (which are incorporated herein
      by
      this reference) and the other Transaction Documents contain the entire agreement
      between the Parties hereto with respect to the transactions contemplated herein
      and therein and supersede all previous oral and written and all contemporaneous
      oral negotiations, commitments, and understandings.

    


    7.9 Headings;
      References.
      The
      headings contained in this Agreement and the other Transaction Documents are
      for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement. References herein to Articles, Sections,
      Schedules and Exhibits refer to the referenced Articles, Sections, Schedules
      or
      Exhibits hereof unless otherwise specified.

    


    7.10 Severability.
      If any
      provision of this Agreement is invalid, illegal, or unenforceable in any
      jurisdiction, as to that jurisdiction, such provision shall be deemed amended
      to
      the extent required to make it valid, legal and enforceable, and to the extent
      that the rights or obligations of the Parties under this Agreement will not
      be
      materially and adversely effected thereby, such amended provision and the
      remaining provisions of this Agreement will remain in full force and effect
      in
      such jurisdiction and shall not render that or any other provision of this
      Agreement invalid, illegal, or unenforceable
      in
      any other jurisdiction.

    


    7.11 Expenses
      of Transactions.
      All
      fees, costs and expenses incurred by the Buyer in connection with the
      transactions contemplated by this Agreement shall be borne by the Buyer, and
      all
      fees, costs, and expenses incurred by the Seller Parties in connection with
      the
      transactions contemplated by this Agreement shall be borne by the Seller
      Parties.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has executed this Agreement as of the date first above
      written.

    


    
      	 	
              EQUITY
                MEDIA BROADCASTING

              CORPORATION

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              C.A.S.H.
                SERVICES, INC. 

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              RETRO
                PROGRAMMING SERVICES, INC.

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    SELLER
      PARTIES SIGNATURE PAGE

    


    
      	 	
              RETRO
                TELEVISION NETWORK, LLC

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              LARRY
                E. MORTON

            
	 	 
	 	 
	 	
              NEAL
                ARDMAN

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2.4(a)

    


    RTN
      Network, LLC

    


    Larry
      Morton

    Neal
      Ardman

    Greg
      Fess

    Lindsey
      McGough

    Lori
      Withrow

    Mark
      Dvornik

    Alyne
      Hoover

    Emilia
      Chastain

    James
      Hearnsberger

    Jason
      Roberts

    Aaron
      Rothberg

    Chuck
      Stanley

    Constance
      Vaughn


    
      
        
        

      

      
        16