STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement (the "Agreement") is made and entered into on
July  16,  1999,  by  and between American Independent Network, Inc., a Delaware
corporation  (the  "Company"),  and  Field of Cotton, L.P., a California limited
partnership  (the  "Investor").

     WHEREAS, the Investor is engaged in the financing, development, production,
marketing  and  distribution  of motion picture, television, recording and video
projects;  and

     WHEREAS,  the  Company  is  engaged  in  the  distribution  of  family-type
television  programs  through  its  broadcast  network  system;  and

     WHEREAS,  the  Investor desires to acquire control of the Company to assist
in  achieving  its  objective  by  providing  an  avenue for the distribution of
Investor=s  entertainment  products;  and

     WHEREAS,  the  Investor  desires  to purchase shares of common stock of the
Company;  and

     WHEREAS,  the  Company  desires  to  sell shares of its common stock to the
Investor.

     NOW  THEREFORE,  in  consideration  of  the  foregoing  and  of  the mutual
covenants, agreements and undertakings, representations and warranties contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  is hereby acknowledged and confessed, the parties hereto, intending to be
legally  bound,  hereby  agree  as  follows:

                                    ARTICLE I

                       ISSUANCE OF STOCK AND CONSIDERATION

     1.1     Upon  the execution of this Agreement, and subject to the terms and
conditions  hereof,  the  Company shall sell to the Investor 6,500,000 shares of
newly  issued Common Stock of the Company (the AShares@).  The consideration for
the  purchase  of the Shares by the Investor shall be  $4,250,000.00, payable as
follows:

          (a)  The  consideration  for  the  first  1,000,000  Shares  shall  be
     $227,400.00,  which amount has been advanced by the Investor to the Company
     as general  operating  capital  prior to the  execution of this  Agreement.
     Certificates  representing  these  Shares shall be delivered to Investor at
     the  Closing  free and  clear of all  liens  or  other  encumbrances.  Such
     advances  have been  identified  by the  Investor on Exhibit  AA@  attached
     hereto; and

          (b) The  consideration  for the  remaining  5,500,000  Shares shall be
     $4,022,600.00,  which amount shall be paid by the execution and delivery at
     the Closing of a promissory  note in said principal  amount dated as of the

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     Closing  Date in favor of the  Company.  The  promissory  note  shall  bear
     interest  at the annual  rate of 8%,  and shall be  payable in twelve  (12)
     installments  consisting  of eleven  (11)  equal  monthly  installments  of
     principal  and  interest in the amount of  $100,000.00  each,  plus accrued
     interest,  with the first installment being due and payable on September 1,
     1999, with the next 10 installments  thereafter due on the same day of each
     month,  and  with  the  final   installment  in  the  principal  amount  of
     $3,190,213.11,  plus  accrued  interest  due and payable on August 1, 2000,
     being the final maturity date of the promissory note when all principal and
     unpaid accrued interest owing, together with all other fees and charges, if
     any,  will  be due and  payable.  The  promissory  note,  together  with an
     amortization schedule, is attached hereto as Exhibit "B".

     1.2     The  Investor  acknowledges  that  prior  to  the execution of this
Agreement, it received delivery from the Company of 3,225,000 Shares represented
by  Certificate Nos. 3643, 3644, 3645, 3646, 3647, and 3648, and Investor agrees
to  deliver  Certificates  representing  2,225,000  Shares  to  the Escrow Agent
designated  in  Paragraph 1.4 hereinbelow to be held as security pursuant to the
Escrow  Agreement  referenced therein.  In the event that no Closing occurs with
respect  to  this  Agreement,  the  Investor  shall  immediately  return  the
Certificates  representing  these  unearned  Shares  to  the  Company.

     1.3     The  Investor  shall  execute  a  stock  pledge  agreement  for the
promissory  note  whereby each Share purchased thereby shall be security for the
promissory note until each such Share is released from escrow.  While the Shares
are  being  held  as  security  by  the Escrow Agent designated in Paragraph 1.4
hereinbelow,  the  Investor  shall be entitled to all voting rights with respect
thereto  so  long  as the Investor is not in default.  In the event the Investor
defaults  with respect to its performance of any agreement or obligation arising
under  this  Agreement,  or  any  instrument  securing  or collateral to it, the
Investor  shall  immediately return the Certificates representing these unearned
Shares  to the Company.   The Company shall have the election of foreclosing its
lien on such Shares and/or seeking other remedies as provided by the laws of the
State  of  Texas.  The stock pledge agreement is attached hereto as Exhibit AC@.

     1.4     The  Shares designated in 1.1(b) shall be considered unpaid for and
unearned  until  and  as  the Investor pays the balance as due on the promissory
note in cash.  All of such Shares shall be held as security in an escrow account
at Bank One (the AEscrow Agent@) pursuant to an Escrow Agreement executed by the
parties  at the Closing.  Such Shares shall be released from escrow when, if and
as  the  Investor  pays the balance due on the promissory note.  Payments on the
promissory note shall be credited toward the purchase price of such Shares.  For
each  monthly  payment  of  $100,000.00  which the Investor pays pursuant to the
Promissory  Note,  200,000  Shares  shall  be  released  from  escrow.  All  the
remaining  Shares  held in the escrow account shall be released upon delivery to
the  Company  of  the  final  installment payment representing all principal and
accrued  interest  due and payable on the promissory note.  The escrow agreement
is  attached  hereto  as  Exhibit  "D".

     1.5     All  Shares issued in connection with this Agreement are restricted
Shares  and  shall  have the restrictive legend as set forth in Section 4.12 (b)
below.

<PAGE>
     1.6     At  the  Closing,  the  Investor  shall  execute  certain execution
documents  and a subscription agreement for the Shares.  The execution documents
and  the  subscription  agreement  are  attached  hereto  as  Exhibit  "E".

                                   ARTICLE II

                                     CLOSING

     2.1     The Closing of the transactions provided for in this Agreement (the
AClosing@)  shall  be  subject  to  the  following  conditions:

          (a) As a condition to Closing,  the  representations and warranties of
     the parties  set forth  herein  shall be true and  correct in all  material
     respects on the Closing  date with the same force and effect as if they had
     been made on the Closing date.

          (b) The parties shall have performed and complied with all agreements,
     obligations,  covenants  and  conditions  required by this  Agreement to be
     performed or complied with by the parties on or prior to the Closing.

     2.2     The  parties  agree  to  use  their best efforts to consummate this
transaction  by  July 16, 1999, at such time and place as may be mutually agreed
to by the parties, all terms and conditions of the Closing having been met prior
thereto.

     2.3     Each  of  the parties hereto shall deliver or cause to be delivered
at the Closing, and at such other times and places as shall be reasonably agreed
on,  such  additional instruments as may be reasonably necessary for the purpose
of  carrying  out  this  Agreement.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     As  a  material  inducement  to  the Investor to execute this Agreement and
perform  its obligations under this Agreement, the Company hereby represents and
warrants  to  the  Investor  as  follows:

     3.1     ORGANIZATION AND CAPITALIZATION.  The Company is a corporation duly
             -------------------------------
organized,  validly existing and in good standing under the laws of the state of
Delaware,  with  full  power and authority to own its properties and conduct the
business  in  which  it  is  now  engaged.  The  authorized capital stock of the
Company as of June 30, 1999 consists of:  (i) 20,000,000 shares of common stock,
$.05  par  value  per  share  ("Common Stock"), of which ____________ shares are
validly  issued  and  outstanding  and  ____________  shares  are  issued  and
outstanding  subject to challenge by the Company as to their validity; and  (ii)

<PAGE>
1,000,000  shares  of  preferred  stock,  $1.00  par value per share ("Preferred
Stock"),  of which 42,427 shares are validly issued and outstanding.  Subject to
the  qualifications  stated  above,  all  such  issued and outstanding shares of
Common  Stock  and  Preferred Stock have been duly authorized and validly issued
and  are fully paid and non-assessable.  Except as to existing warrants relating
to the Preferred Stock, there are no existing warrants, options, rights of first
refusal,  conversion  rights,  calls,  commitments  or  other  agreements of any
character  pursuant to which the Company is or may become obligated to issue any
capital  stock  or  other  securities.

     3.2     AUTHORIZATION.  All  corporate  action  on  the part of the Company
             -------------
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement  and  the  transactions  contemplated  hereby  has  been  taken.  This
Agreement,  when  duly executed and delivered in accordance with its terms, will
constitute  legal,  valid  and  binding  obligations of the Company, enforceable
against  the Company in accordance with its terms, subject as to enforceability,
to  bankruptcy, insolvency, reorganization and other laws of general application
relating  to or affecting creditor's rights and to general equitable principles.

     3.3     CONSENTS,  ETC..  No permit, consent, approval or authorization of,
             ---------------
or  declaration  to  or  filing with, any governmental authority, court or other
person  or  entity  is  required  in connection with the execution, delivery and
performance  of  this  Agreement  by  the  Company.

     3.4     SOLVENCY  PROCEEDINGS.  The  Company  is  not  the  subject  of any
             ---------------------
insolvency,  bankruptcy,  receivership  or  dissolution  proceeding.

     3.5     FINANCIAL  STATEMENTS.  The  Company  has  made  available  to  the
             ---------------------
Investor  the  following  documents  containing  financial statement information
regarding  the  Company  (collectively  the  ACompany  Financial  Statements@):

          (a) Form 10-K Annual Report for December 31, 1997; and

          (b) Form 10-Q  Quarterly  Reports for March 31, June 30 and  September
     30, 1998, respectively.


     3.6     LIABILITIES.  All  material obligations and liabilities, contingent
             -----------
or  otherwise,  of  the  Company  arising  from events which have occurred on or
before  the  most  recent  balance  sheet  included  in  the  Company  Financial
Statements  have  been  fully accrued or reserved for on the most recent Company
Financial Statements in accordance with generally accepted accounting principles
consistently  applied and, except for such obligations and liabilities disclosed
on  the  most recent Company Financial Statements, the Company does not have, on
the date of the most recent Company Financial Statements, any debt, liability or
obligation  of  any  nature, whether accrued, absolute, contingent or otherwise,
and  whether due or to become due, which would have a material adverse effect on
the  financial  condition  of  the  Company.  Since  the date of the most recent
Company  Financial  Statements,  the  Company  has  not  incurred  any  material
obligation  or  liability,  contingent or otherwise, except for accounts payable
and  other  obligations  for  the purchase of goods and services incurred in the
ordinary  course  of  business.

<PAGE>
                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

     As  a  material  inducement  to  the  Company to execute this Agreement and
perform its obligations under this Agreement, the Investor hereby represents and
warrants  to  the  Company  as  follows:

     4.1     GENERAL.
             -------

          (a) The  Investor is a limited  partnership  duly  organized,  validly
     existing and in good standing under the laws of the state of California and
     each  other  state in which it engages in  business  operations,  with full
     power and authority to own its properties and conduct the business in which
     it is now engaged.

          (b) The  Investor is the sole party in interest  and is not  acquiring
     the Shares as an agent or otherwise for any other person.

     4.2     ORGANIZATION  AND  CAPITALIZATION.  The  Investor  is  a  limited
             ---------------------------------
partnership duly organized, validly existing and in good standing under the laws
of  the state of California and each other state in which it engages in business
operations,  with full power and authority to own its properties and conduct the
business  in  which  it  is now engaged.  The authorized capital of the Investor
consists  of  125  units  of  limited  partnership  interest,  $200,000 per unit
("Units"),  of  which  14 Units have been duly authorized and validly issued and
are  fully  paid.

     4.3     AUTHORIZATION.  The  Investor  has all requisite authority to enter
             -------------
into  this  Agreement.  All action on the part of the Investor necessary for the
authorization,  execution  delivery  and  performance of this Agreement has been
taken  or  will  be  taken  prior to the Investor=s execution of this Agreement.
This  Agreement,  when duly executed and delivered in accordance with its terms,
will  constitute  legal,  valid  and  binding  obligations  of  the  Investor,
enforceable  against  the  Investor  in accordance with its terms, subject as to
enforceability,  to  bankruptcy,  insolvency,  reorganization  and other laws of
general  application  relating  to or affecting creditor's rights and to general
equitable  principles.

<PAGE>
     4.4     CONSENTS,  ETC..  No permit, consent, approval or authorization of,
             ---------------
or  declaration  to  or  filing with, any governmental authority, court or other
person  or  entity  is  required  in connection with the execution, delivery and
performance  of  this  Agreement  by  the  Investor.

     4.5     FINANCIAL  STATEMENTS.  The  Investor  has delivered to the Company
             ---------------------
unaudited  financial  statements  of  the  Investor  for  the  fiscal year ended
December  31,  1998  and  for  the interim six month period ended June 30, 1999.
Such financial statements (collectively the AInvestor Financial Statements@) are
in  accordance with the books and records of the Investor and fairly present the

<PAGE>
financial  position of the Investor and the results of operations and changes in
financial  position  of  the  Investor  as  of  the  dates  and  for the periods
indicated,  in  each  case  in  conformity  with  generally  accepted accounting
principals  applied  on  a  consistent  basis.

     4.6     LIABILITIES.  All  material obligations and liabilities, contingent
             -----------
or  otherwise,  of  the  Investor  arising from events which have occurred on or
before  the  most  recent  balance  sheet  included  in  the  Investor Financial
Statements  have  been fully accrued or reserved for on the most recent Investor
Financial Statements in accordance with generally accepted accounting principles
consistently  applied and, except for such obligations and liabilities disclosed
on the most recent Investor Financial Statements, the Investor does not have, on
the  date  of the most recent Investor Financial Statements, any debt, liability
or obligation of any nature, whether accrued, absolute, contingent or otherwise,
and  whether due or to become due, which would have a material adverse effect on
the  financial  condition  of  the  Investor.  Since the date of the most recent
Investor  Financial  Statements,  the  Investor  has  not  incurred any material
obligation  or  liability,  contingent or otherwise, except for accounts payable
and  other  obligations  for  the purchase of goods and services incurred in the
ordinary  course  of  business.

     4.7     LITIGATION.
             ----------

          (a)  There  is  no  claim,  action,  suit,  proceeding,   arbitration,
     investigation or inquiry before any federal, state,  municipal,  foreign or
     other  court  of  governmental  or  administrative  body or  agency,  other
     regulatory  or  self-regulatory   body  or  association,   or  any  private
     arbitration  tribunal now pending, or to the best of Investor=s  knowledge,
     threatened  against,  relating  to,  or  affecting  Investor  or any of its
     assets,  properties or business that might result  (individually or, in the
     case of a group of related matters, in the aggregate) in total liability to
     such Investor or the Company in excess of $5,000.00,  or that questions the
     validity of this Agreement or affects the transactions contemplated herein;
     nor,  to the  knowledge  of the  Investor,  is there any basis for any such
     claim,   action,   suit,   proceeding,   investigation  or  inquiry  which,
     individually or in the aggregate, may have a material adverse effect on the
     assets,  properties  or  business  of  the  Investor  or  the  transactions
     contemplated by this Agreement.

          (b) There is not in  existence  any order,  judgment  or decree of any
     court  or  governmental  or  administrative  body or  agency  or any  other
     regulatory  body or association  enjoining or prohibiting the Investor from
     taking, or requiring  Investor to take, any action of any kind to which the
     Investor  or any of its  business,  or  any  of the  properties  or  assets
     material to the operations of its business, are subject or bound.

          (c) The Investor  has not received  notice that it is in default or in
     violation  of any  order,  write,  injunction  or  decree  of any  court or
     governmental or administrative  body or agency, any licensing  authority or
     any other regulatory or self-regulatory body or association.

<PAGE>
     4.8     EXECUTION AND DELIVERY OF AGREEMENT.  The execution and delivery of
             -----------------------------------
this  Agreement  and the consummation of the transactions contemplated hereby do
not  and  will  not conflict with or result in any violation of or default under
any  provision of the charter or by-laws of both the Company and the Investor or
any contract, agreement, commitment, indenture, mortgage, pledge, note, license,
permit  or  any  law,  regulation,  ordinance  or  decree applicable to both the
Company  and  the Investor, the violation of which would have a material adverse
effect upon the business, properties, condition or prospects of both the Company
and  the  Investor.

     4.9     NO  MATERIAL  ADVERSE  CHANGE.  Since  the  date of the most recent
             -----------------------------
Investor  Financial Statements, there has been no material adverse change in the
business,  operations,  properties, prospects, assets or condition (financial or
otherwise)  of  the  Investor.

     4.10     DISCLOSURE.  No  representation  or  warranty  of  the  Investor
              ----------
contained  in  this  Agreement  (including  the  exhibits  and schedules hereto)
contains  any  untrue  statements or omits to state a material fact necessary in
order  to  make  the  statements  contained  herein  or therein, in light of the
circumstances  and  under  which  they  were  made,  not  misleading.

     4.11     RELEASE.  The  Investor, for itself and its affiliates, successors
              -------
and  assigns  hereby  releases  the  Company from any and all claims it may have
against  the  Company,  known  or unknown, now, or in the future, arising in any
manner  out  of  or  in  connection  with  any  and  all  prior  oral or written
agreements,  understandings,  or  arrangements.

     4.12     RESTRICTIONS  ON  TRANSFER  OR  SALE  OF  THE  SHARES.
              -----------------------------------------------------

          (a)  The  Investor   understands   that  the  Shares  are  "restricted
     securities" under applicable  federal  securities laws and that the Act and
     the rules of the  Securities  and Exchange  Commission  (the  "Commission")
     provide in  substance  that the  Investor  may  dispose of the Shares  only
     pursuant  to an  effective  registration  statement  under  the  Act  or an
     exemption  therefrom,  and the Investor understands that the Company has no
     obligation  or  intention  to register  any of the Shares  purchased by him
     hereunder  or to take  action so as to  permit  sales  pursuant  to the Act
     (including Rule 144 thereunder). As a consequence, the Investor understands
     that there is no meaningful public market for the Shares and none is likely
     to develop and the Investor  therefore  must bear the economic risks of the
     investment  in the Shares for an  indefinite  period of time.  The Investor
     understands  that it may not at any time demand the purchase by the Company
     of its Shares.

          (b) The Investor agrees that a legend in  substantially  the following
     form will be placed on the Certificates representing the Shares:

               "The  securities  represented by this  certificate  have not been
          registered under the Securities Act of 1933, as amended (the "Act") or
          any state  securities  act.  The Shares are  acquired  for  investment
          purposes only and not with a view to  distribution.  This  certificate
          may not be offered,  sold or transferred  without  registration or the
          availability  of an  exemption  from  registration  and the Company is

<PAGE>
          provided  with an  opinion  of counsel  and other  evidence  as may be
          satisfactory  to the Company to the effect that such transfer will not
          be in violation of the Act and applicable state securities laws."

          (c)  Subject  in part to the  truth  and  accuracy  of the  Investor's
     representations set forth in this Agreement,  the issuance of the Shares as
     contemplated by this Agreement is exempt from the registration requirements
     of the  Securities  Act of 1933,  as amended (the  "Act"),  and neither the
     Investor nor any authorized agent acting on its behalf will take any action
     hereafter that would cause the loss of such exemption.

          (d) The  Investor has not and shall not engage in the offer or sale of
     the Shares or of any securities  issued by itself or any affiliate as those
     terms are  defined  under  applicable  state and federal  securities  laws,
     unless  said  securities  have  been  registered  under  the  Act  and  any
     applicable  state  securities  laws or said  securities  are subject to the
     availability of an exemption from registration  requirements of the Act and
     applicable state  securities laws. The Investor agrees to execute,  deliver
     and furnish an opinion of counsel, in the form satisfactory to the Company,
     that any such offer or sale of  securities by the Investor does not violate
     any registration  requirements of applicable  state and federal  securities
     laws. Further, the Investor shall never engage in the business of acting as
     Abroker@  or  Adealer@  in  securities  as those  terms are  defined  under
     applicable state and federal securities laws.

          (e) All  past,  present  and  future  activities  of the  Investor  in
     connection  with  capital  raising to fund its purchase of the Shares were,
     are and shall be in compliance  with all  applicable  state,  territory and
     federal  securities laws and  regulations,  and the laws and regulations of
     any jurisdiction where such activity may be deemed to have taken place. The
     Investor shall give notice to the Company of such capital raising activity,
     accompanied  by such  information as the Company shall require from time to
     time.  The Investor  shall  provide to the Company a legal opinion from the
     Investor=s  attorney opining on the compliance of such capital raising with
     applicable securities laws and regulations.

     4.13     INFORMATION  CONCERNING  THE  COMPANY.
              -------------------------------------

          (a)  The  Investor  is  familiar   with  the  business  and  financial
     condition,  properties,  operations and prospects of the Company, and, at a
     reasonable time prior to the execution of this Agreement, has been afforded
     the opportunity to ask questions of and receive  satisfactory  answers from
     the  Company's  officers  and  directors,  or other  persons  acting on the
     Company's  behalf,   concerning  the  business  and  financial   condition,
     properties,  operations  and  prospects of the Company and  concerning  the
     terms and conditions of the issuance of the Shares.

          (b) No representations or warranties have been made to the Investor by
     the  Company  as to the  tax  consequences  of  this  investment,  or as to
     profits, losses or cash flow which may be received or sustained as a result
     of this investment.

<PAGE>
          (c) All documents,  records and books  pertaining to the investment in
     the Shares which the Investor has requested have been made available to it.
     Among other documents,  the Company has provided the Investor with its Form
     10-K  Annual  Report  for  December  31,  1997 and its Form 10-Q  Quarterly
     Reports for March 31, June 30 and September 30, 1998, respectively.

          (d) The Investor has conducted  such due diligence  investigation  and
     obtained such professional advice from consultants and attorneys of its own
     choosing as it has deemed  necessary  and  appropriate  and has relied upon
     such due diligence and professional  advice in determining whether to enter
     into this Agreement.

                                    ARTICLE V

                                 INDEMNIFICATION

     5.1     INVESTOR  INDEMNIFICATION.  The  Investor,  for  its  affiliates,
             -------------------------
successors and assigns agrees to and shall indemnify, defend (with legal counsel
reasonably  acceptable  to  the  Company),  and  hold the Company, its officers,
directors,  shareholders,  employees, agents, affiliates, and  assigns  harmless
at  all  times after the date of this Agreement, from and against and in respect
of,  any  liability, claim, deficiency, loss, damage, penalty or injury, and all
reasonable costs and expenses (including reasonable attorneys= fees and costs of
any  suit  related  thereto)  suffered  or incurred by the Company, at law or in
equity,  statutory  or otherwise, whether or not well founded in law or in fact,
arising  in  any  manner  out  of  or  in  connection  with  the  following:

          (a) Any misrepresentation by, or breach of any covenant or warranty of
     the Investor contained in this Agreement, or any Exhibit,  Certificate,  or
     other instrument furnished or to be furnished by the Investor hereunder, or
     any  claim  by a  third  party  (regardless  of  whether  the  claimant  is
     ultimately  successful) which if true would be such a misrepresentation  or
     breach;

          (b) Any  nonfulfillment  of any  agreement on the part of the Investor
     under this Agreement, or from any material misrepresentation in or material
     omission  from,  any  Certificate  or other  instrument  furnished or to be
     furnished to the Company hereunder;

          (c) Any suit, action, proceeding,  claim or investigation,  pending or
     threatened  against or affecting the Company which arises from, which arose
     from,  or which is based upon or  pertaining to the conduct of the business
     operations  of the  Investor or the Company by the Investor or any officer,
     employee  or agent of the  Investor  before  or after the  Closing  of this
     Agreement; and

          (d)  And  any  other  matter  or  state  of  facts   relating  to  the
     transactions contemplated herein existing prior to Closing.

<PAGE>
     5.2     COMPANY  INDEMNIFICATION.  The  Company,  for  its  affiliates,
             ------------------------
successors and assigns agrees to and shall indemnify, defend (with legal counsel
reasonably  acceptable  to  the  Investor), and hold the Investor, its officers,
directors,  shareholders,  employees, agents, affiliates, and  assigns  harmless
at  all  times after the date of this Agreement, from and against and in respect
of,  any  liability, claim, deficiency, loss, damage, penalty or injury, and all
reasonable costs and expenses (including reasonable attorneys= fees and costs of
any  suit  related  thereto)  suffered or incurred by the Investor, at law or in
equity,  statutory  or otherwise, whether or not well founded in law or in fact,
arising  in  any  manner  out  of  or  in  connection  with  the  following:

          (a) Any suit, action, proceeding,  claim or investigation,  pending or
     threatened against or affecting the Investor which arises from, which arose
     from,  or which is based upon or  pertaining to the conduct of the business
     operations of the Company by the Company or any officer,  employee or agent
     of the Company before the Closing of this Agreement.

     5.2     DEFENSE  OF  CLAIMS.  If any lawsuit or enforcement action is filed
             -------------------
against any party entitled to the benefit of indemnity hereunder, written notice
thereof shall be given to the indemnifying party as promptly as practicable (and
in  any event not less than fifteen (15) days prior to any hearing date or other
date  by  which  action  must  be  taken);  provided  that  the  failure  of any
indemnified  party  to  give  timely  notice  shall  not  affect  rights  to
indemnification  hereunder  except  to  the  extent  that the indemnifying party
demonstrates  actual  damage  caused by such failure.  After such notice, if the
indemnifying  party  shall acknowledge in writing to such indemnified party that
this  Agreement  applies  with  respect  to  such  lawsuit  or  action, then the
indemnifying  party  shall  be entitled, if it so elects, to take control of the
defense  and  investigation  of  such lawsuit or action and to employ and engage
attorneys  of  its own choice to handle and defend the same, at the indemnifying
party's  cost,  risk  and expense; and such indemnified party shall cooperate in
all  reasonable  respects,  at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or  action  and  any  appeal  arising  therefrom;  provided,  however,  that the
indemnified party may, at its own cost, participate in such investigation, trial
and  defense  of  such  lawsuit or action and any appeal arising therefrom.  The
indemnifying  party  shall  not,  without  the  prior  written  consent  of  the
indemnified  party,  effect any settlement of any proceeding in respect of which
any  indemnified party is a party and indemnity has been sought hereunder unless
such  settlement  of  a  claim,  investigation,  suit,  or other proceeding only
involves  a  remedy  for  the  payment  of  money  by the indemnifying party and
includes  an  unconditional release of such indemnified party from all liability
on  claims  that  are  the  subject  matter  of  such  proceeding.

     5.3     DEFAULT  OF INDEMNIFICATION OBLIGATION.  If an entity or individual
             --------------------------------------
having  an  indemnification,  defense  and  hold  harmless  obligation, as above
provided,  shall  fail  to assume such obligation, then the party or entities or
both,  as  the  case  may  be,  to  whom  such indemnification, defense and hold
harmless  obligation  is  due  shall  have the right, but not the obligation, to
assume and maintain such defense (including reasonable counsel fees and costs of
any  suit  related  thereto)  and  to make any settlement or pay any judgment or
verdict  as  the  individual  or  entities deem necessary or appropriate in such
individual=s or entities= absolute sole discretion and to charge the cost of any
such  settlement,  payment,  expense  and costs, including reasonable attorneys=
fees,  to  the  entity  or  individual  that  had the obligation to provide such
indemnification,  defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may  be.

<PAGE>
                                   ARTICLE VI

                                  MISCELLANEOUS

     6.1     NOTICES.  All  notices and other communications provided for herein
             -------
shall  be  in  writing  and shall be deemed to have been duly given if delivered
personally  or  sent  by registered or certified mail, return receipt requested,
postage  prepaid,  telex,  telecopier or overnight air courier guaranteeing next
day  delivery:

     (a)     if  to  the  Company,  then  to  the  following  address:

                            American  Independent  Network,  Inc.
                            6125  Airport  Freeway,  Suite  200
                            Fort  Worth,  Texas  76117
                            (817)  222-1234  (telephone)
                            (817)  222-9809  (facsimile)

     with  a  copy  to:

                            Frederick  F.  Hoelke,  Esq.
                            1111  Bagby,  Suite  2200
                            Houston,  Texas  77002
                            (713)  655-8686  (telephone)
                            (713)  650-1669  (facsimile)

                            Daniel  R.  Kirshbaum,  Esq.
                            Axelrod,  Smith,&  Kirshbaum
                            5300  Memorial  Drive,  Suite  700
                            Houston,  Texas  77007
                            (713)  861-1996  (telephone)
                            (713)  861-2622  (facsimile)

     (b)     if  to  the  Investor,  then  to  the  following  address:

                            Field  of  Cotton,  L.P.
                            6167  Lost  Canyon  Road
                            Canyon  Country,  California  91351
                            (661)  250-8387  (telephone)
                            (661)  251-3287  (facsimile)

     with  a  copy  to:

                            Ephraim  Savitt,  Esq.
                            260  Madison  Avenue,  Suite  2200
                            New  York,  New  York  10016
                            (212)  679-4470  (telephone)
                            (212)  679-1844  (facsimile)

<PAGE>
If  a  notice or communication is mailed in the manner provided above within the
time  prescribed,  it  is  duly given, whether or not the addressee receives it.

     6.2     ENTIRE  AGREEMENT.  This  Agreement  and any documents executed and
             -----------------
delivered  pursuant  hereto  constitute  the  entire  agreement  of  the parties
relating  to  the  subject  matter  hereof,  supersede all prior oral or written
agreements, understandings, or arrangements with respect thereto, and may not be
amended,  supplemented,  or  terminated except by written instrument executed by
the  parties.

     6.3     WAIVER.  Any  waiver  of  any  provision of this Agreement shall be
             ------
effective  only  if in writing, and no waiver of any provision of this Agreement
shall  constitute  a  waiver of any other provision of this Agreement, nor shall
such  waiver  constitute  a  waiver  of any subsequent breach of such provision.

     6.4     ASSIGNMENT.  This  Agreement  shall be binding upon and shall inure
             ----------
to  the  benefit  of the parties and their respective successors and assigns and
may  not  be  assigned  unless  agreed  to  in  writing  by  all parties hereto.

     6.5     COUNTERPARTS.  This  Agreement  may  be  executed  in  multiple
             ------------
counterparts,  each  of which shall be deemed an original but all of which shall
be  deemed  one  instrument.

     6.6     VALIDITY.  The  invalidity  or unenforceability of any provision of
             --------
this  Agreement  shall  not  effect  the validity or enforceability of any other
provision  of  this Agreement, which shall remain in full force and effect as if
such  invalid  or  unenforceable  provision  was  omitted.

     6.7     SURVIVAL.  The  respective  representations,  warranties, covenants
             --------
and  agreements set forth in this Agreement or in any writing delivered pursuant
to  the  provisions  of  this  Agreement,  shall  survive  the  Closing  and the
transactions  contemplated  thereby  for  the  maximum  period  allowed  by law.

     6.8     GOVERNING  LAW.  This Agreement shall be interpreted, construed and
             --------------
enforced  under  and  in  accordance  with  the laws of the State of Texas.  Any
action  to  enforce  same  shall be brought in a court of competent jurisdiction
located  in  Tarrant  County,  Texas.  For  the purposes of any such action, the
parties  hereto  agree and consents to in personam jurisdiction in the courts of
                                       -- --------
Texas.

<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  or caused this
Agreement to be executed at Fort Worth, Texas as of the day and year first above
written.

                            American  Independent  Network,  Inc.

                            By:     /s/     Randy  Moseley
                                            Chief  Financial  Officer

                            Field  of  Cotton,  L.P.

                            By:     /s/     Kris  Lamans
                                            General  Partner

THE  STATE OF TEXAS         }
                            }
COUNTY  OF  TARRANT         }

     On  the 16th day of July, 1999, before me personally appeared Randy Moseley
Chief Financial Officer of American Independent Network, Inc., known to me to be
the  person who executed the foregoing instrument and he acknowledged to me that
he  executed  the same for the purposes and considerations therein expressed and
in  the  capacity  therein  stated.

     [Notary  Seal]
                                  /s/  Elizabeth  R.  Beard
                                  NOTARY  PUBLIC  IN  AND  FOR
                                  THE  STATE  OF  T  E  X  A  S
                                  My  Commission  Expires:  3-17-2001

THE STATE OF CALIFORNIA     }
                            }
COUNTY  OF LOS  ANGELES     }

     On  the  16th day of July, 1999, before me personally appeared Kris Lamans,
General  Partner  of Field of Cotton, a California limited partnership, known to
me to be the person who executed the foregoing instrument and he acknowledged to
me  that  he  executed  the  same  for  the  purposes and considerations therein
expressed  and  in  the  capacity  therein  stated.

     [Notary  Seal]
                                  /s/  Debra  M.  Custance
                                  NOTARY  PUBLIC  IN  AND  FOR
                                  THE  STATE  OF  CALIFORNIA
                                  My  Commission  Expires:  9/23/00

<PAGE>