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                                                                 Exhibit 10.5

                          TELEVISION STATION AGREEMENT

This Agreement (the "Agreement") is entered into by and between Yahoo! Inc., a
Delaware corporation ("Yahoo") and Independent Music Network, Inc., a Delaware
corporation ("Station"), known jointly as the Parties, this 20th day of March,
2000. In consideration of the mutual promises contained herein, the Parties
agree as follows:

1.       DEFINITIONS:

         Unless otherwise specified, capitalized terms used in this Agreement
         shall have the meanings attributed to them in EXHIBIT A hereto.

2.       YAHOO COVENANTS:

    (a)  Yahoo will design, host and maintain the Access Page. The audio and/or
         audiovisual files of the Programming will be directly accessible from
         such locations on the System designated by Yahoo, including, but not
         limited to, the Access Page. Station acknowledges that as between Yahoo
         and Station, Yahoo has the exclusive right to sell, and all revenue
         derived from, all advertising on the Yahoo Properties, including
         sponsorships and advertising on the Access Page, and shall accept or
         refuse any such advertising in its sole discretion.
    (b)  Yahoo hereby grants Station the right***
    (c)  Yahoo or a Yahoo Affiliate (as determined by Yahoo) will utilize its
         streaming software and hardware as necessary to transmit, distribute,
         perform and display the Programming as provided herein, and will
         provide the server space for the archive of the Programming.
    (d)  Yahoo grants Station a non-exclusive, worldwide, royalty-free license
         to use, reproduce, distribute and display the Yahoo Brand Features in
         connection with Station's marketing and promotion of the Programming,
         provided that in all such cases, Station's uses of the Yahoo Brand
         Features are approved in advance by Yahoo in writing and are in
         compliance with Yahoo's trademark usage guidelines.

 3.      STATION COVENANTS:

    (a)  Station hereby grants to Yahoo and its Affiliates (i) the worldwide,
         ***, royalty-free right and license to encode, store, publicly
         distribute, transmit, perform, display, copy, prepare derivative
         works, and market the Programming on the System solely for the
         purposes contemplated in paragraph 2(c) of this Agreement, for the
         term of this Agreement; (ii) the worldwide, ***, royalty-free
         license to use, reproduce and display Station's Brand Features and
         the Materials in connection with the presentation of the
         Programming on the Yahoo Properties, and in connection with the
         marketing and promotion of the Programming and the Yahoo Properties
          subject to reasonable quality control standards; (iii) the right
         to  use excerpts from the Programming and Materials, including
         still  images and likenesses, for general business purposes and for
          promotion of the Yahoo Properties provided appropriate ownership
         credit is granted to Station; and (iv) the right to grant any
         sublicenses reasonably necessary to carry out the activities
         contemplated under this Agreement, subject to prior written
         approval by Station. In addition, Station grants Yahoo and its
         Affiliates the right to maintain a copy of the Programming for a
         period not to exceed thirty (30) days to be made available for
         on-demand access and use on the System during the term of this
         Agreement. Nothing in this Agreement obligates Yahoo to provide
         Station at any time any physical embodiment or electronic copy of
         any stored images encoded by Yahoo under this Agreement.
    (b)  Station will provide current schedules, lists of artists, bands,
         musicians and guests, where applicable, and updates of Programming
         which shall be made available to Yahoo through Station's website.
    (c)  Station agrees to pay Yahoo a fee equal to *** for
         streaming the Programming at a *** rate during the term of this
         Agreement. Station agrees to pay Yahoo an additional fee equal to
         *** for streaming the Programming at a *** rate
         during the term of this Agreement. Station agrees to pay Yahoo an
         additional fee equal to $3,000 per month for streaming the Programming
         at a 100Kbps rate to up to *** simultaneous users during the
         term of this Agreement. Such fees will be due and payable within ***
         days after receipt by Station of an invoice from Yahoo.
    (d)  Station agrees to provide Yahoo access to the Programming and to
         provide technical assistance to Yahoo in accessing the Programming as
         necessary.

    (e)  Station acknowledges that Yahoo does not make any representations or
         warranties regarding the ability or exposure of the System.

    (f)  Station hereby agrees that it will use any information and data
         collected by Yahoo on behalf of Station or otherwise provided to
         Station pursuant to this Agreement, if any, in accordance with any and
         all applicable laws and regulations, federal or state, governing the
         use of user information, including any and all applicable privacy laws.
         Station

***    Portions of this Exhibit have been omitted based upon a request for
       confidential treatment. The omitted material has been filed separately
       with the Securities and Exchange Commission.

                                       1

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         acknowledges that Yahoo has the right, at Yahoo's sole discretion, to
         provide notice to users where any information is being collected by
         Yahoo on behalf of Station, including links to Station's privacy
         policy, if any. Further, Station will use such information and data
         only as authorized by the user, and shall not disclose, sell, license
         or otherwise transfer any such user information to any third party or
         use the user information for the transmission of "junk mail," "spam,"
         or any other unsolicited mass distribution of information.

4.       CONFIDENTIALITY:

         The terms and conditions of this Agreement are confidential and may not
         be disclosed by Yahoo or Station to any third parties except to their
         professional advisors, or except: (1) to the extent necessary to comply
         with any applicable federal, state, and/or local laws, to comply with
         any regulatory requirements or mandates, or to comply with a valid
         order of a court of competent jurisdiction, in which event the
         disclosing party shall notify the other party as promptly as
         practicable (and, if possible, prior to making any disclosure) and
         shall in all cases seek confidential treatment of this Agreement; (2)
         as part of its normal reporting or review procedure to its parent
         company, accountants, auditors, and its attorneys, provided such parent
         company, accountants, auditors and attorneys agree to be bound by the
         provisions of this Agreement, (3) as part of normal and customary due
         diligence in seeking potential acquisition, merger, joint venture or
         strategic alliance and/or investment partners or suitors, provided such
         receiving party agree to be bound by the provisions of this Agreement,
         or (4) as necessary or appropriate in order to enforce either parties
         rights under this Agreement. Neither Party shall make any public
         announcement regarding the existence or content of this Agreement
         without the other party's prior written approval and consent.

5.       REPRESENTATIONS AND WARRANTIES:

    (a)  Each Party has all requisite corporate power and authority to execute
         and deliver this Agreement, to perform its obligations hereunder and to
         consummate the transactions contemplated hereby. This Agreement has
         been duly authorized, executed and delivered by each Party, constitutes
         the valid and binding agreement of such Party, and is enforceable
         against such Party in accordance with its terms.
    (b)  Station hereby represents and warrants to Yahoo that (i) the
         Programming is owned or licensed by Station, (ii) Station holds all
         rights material to this Agreement throughout the world, (iii) the
         encoding, storage, transmission, retransmission, distribution,
         performance, display and broadcast of the Programming and Materials by
         Yahoo, and all copying contemplated by this Agreement or necessary to
         effectuate these activities, and Yahoo's exercise of any other rights
         granted by Station herein, will not violate or infringe any right of
         privacy, personality or publicity, any Intellectual Property Right, or
         any other right of any third party, or result in any tort, injury,
         damage or harm to any person, (iv) the Programming and Materials as
         provided by Station to Yahoo do not contain any libelous, defamatory,
         obscene or slanderous material, and (v) Station has the worldwide right
         to license to Yahoo the right to encode, store, transmit, perform,
         retransmit, duplicate, and publicly distribute the Programming and the
         Materials on the System and all other rights as provided herein. It is
         understood and agreed that Yahoo does not intend and will not be
         required to edit or review for accuracy or appropriateness any
         Programming or Materials.
    (c)  Station will be solely responsible for the acquisition of any and all
         third party clearances, permissions and licenses which are necessary in
         connection with the broadcast by Yahoo of the Programming, including,
         without limitation, with respect to the use of any copyrighted and/or
         trademarked materials and the use of any names, likenesses and/or
         biographical materials, and for the payment of any and all applicable
         guild fees and for any and all residuals, payments, fees or royalties,
         if any, payable under any collective bargaining agreement or otherwise.
         By way of example, and not limitation or obligation, as between Yahoo
         and Station, Station would be liable to pay any residuals required to
         be paid under any "Basic Agreement" of the Director's Guild of America,
         the Writer's Guild of America, or the Screen Actor's Guild for
         "Supplemental Market" showings of the Programming.

6.       INDEMNIFICATION:

    ***  Station, at its own expense, will indemnify, defend and hold harmless
         Yahoo, its Affiliates and their employees, representatives, agents and
         affiliates from and against any and all losses, claims, damages,
         liabilities, obligations, penalties, judgments, awards, costs, expenses
         and disbursements, including without limitation, the costs, expenses
         and disbursements, as and when incurred, of investigating, preparing or
         defending any action, suit, proceeding or investigation, caused by,
         relating to, based upon, arising out of or in connection with (i) any
         breach by Station of the representations or warranties made by it under
         this Agreement, (ii) the transmission, retransmission, distribution or
         broadcast of the Programming by Yahoo or its Affiliates, or (iii) any
         other claim with respect to the Programming.
         ***

***    Portions of this Exhibit have been omitted based upon a request for
       confidential treatment. The omitted material has been filed separately
       with the Securities and Exchange Commission.


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         penalties, judgments, awards, costs, expenses and disbursements,
         including without limitation, the costs, expenses and disbursements, as
         and when incurred, of investigating, preparing or defending any action,
         suit, proceeding or investigation, caused by, relating to, based upon,
         arising out of or in connection with any breach by Yahoo of the
         representations or warranties made by it under this Agreement.

7.       TERM AND TERMINATION:

    (a)  This Agreement shall be effective commencing April 1, 2000 and ending
         ***.
    (b)  Notwithstanding the foregoing, this Agreement may be terminated by
         either Party immediately upon notice if the other Party: (i) becomes
         insolvent; (ii) files a petition in bankruptcy; (iii) makes an
         assignment for the benefit of its creditors; or (iv) breaches any of
         its obligations under this Agreement in any material respect, which
         breach is not remedied within *** following written notice to such
         Party.
    (c)  Yahoo may immediately cease the broadcast of any Programming should
         Yahoo become aware of facts or circumstances from which it is apparent
         that the transmission of such Programming by Yahoo as contemplated
         herein infringes upon a copyright of a third party.
         ***
    (e)  Any termination pursuant to Paragraph 7(b) or 7(d) shall be without any
         liability or obligation of the terminating party, other than with
         respect to any breach of this Agreement prior to termination and
         payment of any fees due hereunder. All provisions hereof regarding
         amounts payable by Station to Yahoo shall survive the expiration or
         termination of this Agreement until such amounts are paid in full by
         Station; further provided, Paragraphs 1, 4, 5, 6, 8, 9, and this
         Paragraph 7(e), and all portions of this Agreement limiting the use of
         any confidential information, shall survive termination or expiration
         of this Agreement.

8.       OWNERSHIP:

    (a)  Yahoo acknowledges and agrees that: (i) as between Station on the one
         hand, and Yahoo on the other, Station owns all right, title and
         interest in the Station Brand Features; (ii) nothing in this Agreement
         shall confer in Yahoo any right of ownership in the Station Brand
         Features, and (iii) neither Yahoo or its Affiliates shall now or in the
         future contest the validity of the Station Brand Features.
    (b)  Station acknowledges and agrees that: (i) as between Station on the one
         hand, and Yahoo on the other, Yahoo owns all right, title and interest
         in any Yahoo Property and the Yahoo Brand Features; (ii) nothing in
         this Agreement shall confer in Station any license or right of
         ownership in the Yahoo Brand Features; and (iii) Station shall not now
         or in the future contest the validity of the Yahoo Brand Features.

9.       GENERAL:

    (a)  This Agreement and its exhibits shall constitute the complete and
         exclusive agreement between the Parties with respect to the subject
         matter hereof, superseding and replacing any and all prior agreements,
         communications and understandings, both written and oral, regarding
         such subject matter.
    (b)  This Agreement shall be governed by and construed in accordance with
         the laws of the state of California, without reference to conflicts of
         laws rules, and without regard to its location of execution or
         performance. The Parties agree that any disputes concerning the subject
         matter of this Agreement must be filed in either the Superior Court for
         the County of Santa Clara or the United States District Court for the
         Northern District of California.
    (c)  If Yahoo develops and displays materials on the Yahoo Properties to
         advertise the Programming, such materials may incorporate the materials
         delivered from Station to Yahoo under this Agreement. Notwithstanding
         anything in this Agreement to the contrary, Yahoo will have sole and
         absolute discretion to determine all aspects of the Yahoo Properties,
         including the content, structure and sequence of all material appearing
         in the Yahoo Properties provided that in all such cases, Yahoo's uses
         of materials delivered from Station are approved in advance by Station
         in writing and are in compliance with Station's trademark usage
         guidelines. Yahoo reserves the right to reject or remove any materials
         from the Yahoo Properties for any reason at any time, regardless of any
         prior acceptance, display or transmission of any such materials, and
         Yahoo reserves the right to modify the Yahoo Properties in its sole
         discretion at any time during the term of this Agreement.
    (d)  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YAHOO DOES NOT MAKE,
         AND HEREBY SPECIFICALLY DISCLAIMS, ANY OTHER REPRESENTATIONS OR
         WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES
         PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY
         OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM
         COURSE OF DEALING OR COURSE OF PERFORMANCE.

***    Portions of this Exhibit have been omitted based upon a request for
       confidential treatment. The omitted material has been filed separately
       with the Securities and Exchange Commission.


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    (e)  UNDER NO CIRCUMSTANCES SHALL YAHOO OR A YAHOO AFFILIATE BE LIABLE TO
         STATION FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR
         INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER
         CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN
         IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH
         AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST
         BUSINESS. UNDER NO CIRCUMSTANCES SHALL YAHOO OR A YAHOO AFFILIATE BE
         LIABLE TO STATION FOR ***.
    (f)  YAHOO SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, OR ANY INTERRUPTION OF
         SERVICE, DUE TO ANY CAUSE.
    (g)  The Parties hereto are independent parties, and no partnership, joint
         venture, enterprise or employment relationship shall be created or
         inferred by the existence or performance of this Agreement.
    (h)  If any provision of this Agreement is found invalid or unenforceable,
         that provision will be enforced to the maximum extent permissible and
         the other provisions of this Agreement will remain in force. This
         Agreement may only be modified, or any rights under it waived, by a
         written document executed by both Parties. This Agreement may be
         executed in any number of counterparts, all of which taken together
         shall constitute a single instrument. Execution and delivery of this
         Agreement may be evidenced by a facsimile transmission. The headings of
         this Agreement are for convenience of reference only, and do not limit
         or alter the Parties' respective rights or obligations under this
         Agreement. No failure of a Party to exercise or enforce any of its
         rights under this Agreement will act as a waiver of such rights.
    (i)  This Agreement will bind and inure to the benefit of each Party's
         permitted successors and assigns. Neither Party may assign this
         Agreement, in whole or in part, without the other Party's written
         consent; PROVIDED, HOWEVER, that either Party may assign this Agreement
         without such consent in connection with any merger, consolidation, any
         sale of all or substantially all of such Party's assets or any other
         transaction in which more than fifty percent (50%) of such Party's
         voting securities are transferred. Any attempt to assign this Agreement
         other than in accordance with this provision shall be null and void.
    (j)  All notices, requests and other communications called for by this
         Agreement shall be deemed to have been given immediately if made by
         telecopy or electronic mail (confirmed by concurrent written notice
         sent first class U.S. mail, postage prepaid), if to Yahoo at 2914
         Taylor Street, Dallas, Texas 75226, Fax: *** Attention: Vice President
         (e-mail: ***), with a copy to its Legal Department (e-mail: ***), and
         if to Station at the physical and electronic mail addresses set forth
         on the signature page of this Agreement, or to such other addresses as
         a Party shall specify to the other Parties. Notice by any other means
         shall be deemed made when actually received by the Party to which
         notice is provided.

IN WITNESS WHEREOF, the Parties hereto have caused the foregoing agreement to be
signed by a duly authorized agent of each Party, the day and year first above
written.
<TABLE>
<CAPTION>

<S>                                               <C>
YAHOO! INC.                                          STATION

By: /s/ Kevin W. Parke                               By:/s/ Anthony L. Escamilla
    -----------------------                             --------------------------

Name: Kevin W. Parke                                 Name: Anthony L. Escamilla

Title:  Vice President                               Title:  Executive Vice President

Address:  2914 Taylor Street                         Address: 71 Great Pasture Road
           Dallas, TX  75226                                  Redding, CT 06896

Telephone: ***                                       Telephone: ***

Telecopy:  ***                                       Telecopy: ***

Email: ***                                           Email: ***
</TABLE>


***    Portions of this Exhibit have been omitted based upon a request for
       confidential treatment. The omitted material has been filed separately
       with the Securities and Exchange Commission.



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                                    EXHIBIT A

                                   DEFINITIONS

    "ACCESS PAGE" shall mean the Web page(s) with Station Brand Features and
Yahoo Brand Features located at such URL(s) designated by Yahoo in its sole
discretion through which the Programming will be accessible.

    "AFFILIATE" shall mean any company or any other entity world-wide in which
Yahoo owns at least a *** ownership, equity, or financial interest, including,
without limitation, corporations, partnerships, joint ventures, and limited
liability companies.

    "INTELLECTUAL PROPERTY RIGHTS" shall mean all rights in and to trade
secrets, patents, copyrights, trademarks, know-how, as well as moral rights and
similar rights of any type under the laws of any governmental authority,
domestic or foreign.

    "INTERNET" shall mean the collection of computer networks commonly known as
the Internet, and shall include, without limitation, the World Wide Web.

    "MATERIALS" shall mean all text, graphics, Station Brand Features,
photographs, links and all other material provided by Station to Yahoo for
inclusion on the Access Page or elsewhere on the System.

    "PROGRAMMING" shall include the audio and video of up to *** per day,
*** days per week of those broadcasts including all commercial and other breaks
which may be contained in such broadcasts of Station.

    "STATION AFFILIATE" shall mean any company or any other entity world-wide in
which Station owns at least a *** ownership, equity, or financial interest,
including, without limitation, corporations, partnerships, joint ventures, and
limited liability companies.

    "STATION BRAND FEATURES" shall mean all trademarks, service marks, logos and
other distinctive brand features of Station and Station Affiliates.

    "SYSTEM" shall mean any wireless network (including, without limitation,
third generation networks (3G), direct broadcast satellites, microwave dish
facilitated data transmission, Vertical Blanking Interval (VBI), wireless cable
and data broadcasting, Teledesic, Iridium and other satellites, and any and all
other wireless networks) or wired network (including, without limitation, the
Internet, the Internet II, or any other online services network which utilizes
computer terminals, terminal servers, modems, cable modems, HFC, coaxial cable,
xDSL, routers, splitters, switches, multicasting technology, power lines, or
other high speed data connections and any and all other wired networks) that
distributes audio, video, or other programming using digital algorithms, one
and/or two-way digital services, or any other means now existing or hereafter
created (except AM/FM radio broadcast stations).

    "YAHOO BRAND FEATURES" shall mean all trademarks, service marks, logos and
other distinctive brand features of Yahoo that are used in or relate to a Yahoo
Property.

    "YAHOO PROPERTIES" shall mean any Yahoo or Yahoo Affiliate branded or
co-branded media properties developed in whole or in part by Yahoo or its
Affiliates and distributed or made available by Yahoo or its Affiliates.


***    Portions of this Exhibit have been omitted based upon a request for
       confidential treatment. The omitted material has been filed separately
       with the Securities and Exchange Commission.


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                                       Exhibit B
                                       ---------

Content shall be in the form of ***












***    Portions of this Exhibit have been omitted based upon a request for
       confidential treatment. The omitted material has been filed separately
       with the Securities and Exchange Commission.