**Exhibit10.5**

** **

**Agreement**

 

                ThisAgreement is dated March 14,2001 by and between Hispanic Television Network,Inc., of Fort Worth, Texas, (HTVN) and ParMedia, L.P. of Coppell, Texas (PM).

 

STATE OF SERVICES: during the term of thisAgreement, on behalf of the American Independent Network (AIN), PM will:  1) generate revenue through advertising,paid programming, direct response, per inquiry, and on a limited basisinfomercials;  2) identify, secure, andschedule programming; and  3) handlerelations with affiliates.  HTVN/AINshall provide operations, engineering, accounting, support, and other functionsnot specifically assumed by PM.  It isspecifically understood that HTVN/AIN shall execute all contracts forprogramming, and that HTVN/AIN for their consideration.

 

AFFILIATES: PM will handle all communicationwith the affiliates on behalf of AIN. Expenses (primarily postage) associated with communicating withaffiliates shall be the responsibility of AIN. PM will endeavor to add affiliates, and increase affiliate carriage ofAIN.  AIN to provide signalreceiver/decoder to any new AIN affiliates. AIN has the final determination as to whether or not to add an affiliateto the network.

 

PAYMENT FOR SERVICES:  For services rendered, HTVN shall pay to CPMFinancial Corp. as the general partner for PM, an amount equal to forty percent(40%) of AIN’s net revenue.  Net revenuebeing defined as amounts actually received by AIN.  However, PM shall not be paid for revenue booked by AIN prior tothe date of this Agreement as shown on Exhibit A.  At HTVN’s option, the compensation to PM may e made in cash, s-8(non-restricted) HTVN common stock, or a combination thereof, and shall be paidby the 20th of the following month. If paid in stock, the number of shares issued shall be computed bydividing the amount due by the closing id price for HTVN on the last day thestock market is open for the month in which the AIN revenue was generated.

 

TERM: The initial term of this agreementshall be from the date hereof until December 31, 2001.  HTVN may cancel this Agreement should PMfail to make the minimum revenue projections s shown on Exhibit B.  Either party may terminate this Agreementfor any cause, by giving written notice to the other party thirty (30) daysprior to termination.  Termination orexpiration of this Agreement does not relieve HTVN of the obligation to pay forrevenue booked prior to termination/expiration.  This Agreement can be renewed or extended based upon mutualagreement by both parties.

 

INTERPRETATION OF CONTRACT: This Agreementmay not be changed except in writing, signed by authorized officers of HTVN andPM.  This Agreement (including Exhibits)contains the entire agreement between the parties.  The validity, performance, construction and effect for thisAgreement shall be governed by the laws of the State of Texas.

 

SEVERABILITY: In the event any provisions ofthis Agreement is held illegal, void, or unenforceable, to any extent in wholeor in part, the balance shall remaining effect and the provision in questionshall be modified as to retain the original intent but in such a manner that itis no longer illegal, void, or unenforceable.

 

NOTICE: All notices, demands or otherwritings required or expressly permitted to be given pursuant to this Agreementshall be in writing and shall be sent by facsimile transmission and byCertified United States Mail to the parties as follows:

 
| If to HTVN |   | Hispanic Television  Network, Inc.  6125 Airport Freeway, #200  Fort Worth, TX 76117  817 222-1234                          817  222-9809 fax |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |
|       |   |
|       |   |
|       |   |                                                                                                                                                                                                                                                                       |   |   |
| If to PM   |   | CPM Financial Corp.  1020 Creek Crossing  Coppell, TX 75019  972 304-8002                          972  304-8102 fax                          |
|       |   |
|       |   |
|       |   |

 

 

In Witness whereof, the parties hereto haveexecuted this agreement as of the day and year first written above.

 

 

| Hispanic Television  Network, Inc. |   | ParMedia, LP                                                    |
|------------------------------------|--------|-----------------------------------------------------------------|
|                               |   |                                                            |
|                               |   |                                                            |
|                               |   |                                                            |
| By: /S/  Michael Fletcher     |   | By: /S/ Steven Mortonson                                        |
| Michael Fletcher, COO              |   | Steven Mortonson, V.P. of  CPM Financial Corp., general partner |