Exhibit10.4

 

**MOTIONPICTURE SALES AGREEMENT**

 

 

AGREEMENT made this 26th day ofMarch 2001 by and between “**REEL FUNDSINTERNATIONAL, INC. dba REEL MEDIA INTERNATIONAL**”, having place ofbusiness at 4516 Lovers Lane Suite 178, Dallas, TX  75225 (“**SELLERS**”) and“**HISPANIC TELEVISION NETWORK, INC.**”(HTVN) having a place of business at 6125 Airport Freeway, Fort Worth, Texas76117 (“**BUYERS**”).

 

The parties hereto agree to thespecification, terms and conditions set forth herein and may not be modifiedwithout prior mutual written consent for both parties.

 

1.     **TITLE OF PROGRAMS:**

220various public domain Spanish language motion pictures.

(Listattached)

 

2.     **FEES:**

225,000common shares of HTVN restricted stock.

 

3.     **TERMS OF PAYMENT:**

a.     Restricted common stock tobe issued in two installments.

b.     125,000 shares to be issuedwithin 30 days of signing of agreement, 100,000 shares to be issued within 30days of inspection and delivery of approved films to HTVN.

 

4.     **INSPECTION:**

a.     Upon delivery of eachProgram, **BUYER** shall have 30 daysto screen each program for technical quality, and content approval.

b.     If any films are deemedunacceptable by HTVN, the films will be returned and the amount of stock to beissued will be adjusted on a prorated basis in accordance with the number offilms accepted.

 

5.     **TERMS OF DELIVERY:**

a.     Beta SP NTSC broadcastquality videocassette shall be delivered to **BUYER**or to a designated party as indicated by **BUYER.**

b.     **BUYER**will pay for shipping.

 

6.     **BROADCAST AREA & TERRITORY:**

a.     Worldwide.

 

7.     **ADDITIONAL TERMS:**

a.     **BUYER** has the option to exchange up to 10% of the films fortechnical or content issues.

b.     **BUYER** will own these masters.

c.     **BUYER**will provide **SELLER**aBetaSP copy of any film from this agreement at a cost of $100.00 pertitle.  Duplication to be done within 7days of purchase order.  Payment will bemade at time of delivery.

 

8.     **SELLER** has not done a copyright search on these films andcannot guarantee that films are in the public domain.  **BUYER**assumes thatrisk.  Both **BUYER** and **SELLER**agree to not to hold each other responsible against complaints, litigation, orcharges of copyright infringement.  Bothparties agree to notify each other and cease use of films if legal copyrightregistration is presented by producers.

 

9.     Both **BUYER**and **SELLER** agree to resolve anyirresolvable disputes via binding arbitration under the rules and regulationsof the American Arbitration Association. This agreement is entered into under the laws of Tarrant County, Texas.

 

**IN WITNESSWHEREOF**, the parties hereto have executed this Agreement the day and yearfirst above written.

 
|   | **LICENSOR**                    |   | **LICENSEE**            |
|--------|---------------------------------|--------|-------------------------|
|   |                            |   |                    |
|   | REEL FUNDS INTERNATIONAL,  INC. |   | HISPANIC TELEVISION     |
|   | Dba, REEL MEDIA  INTERNATIONAL  |   | NETWORK, INC.           |
|   |                            |   |                    |
|   |                            |   |                    |
|   |                            |   |                    |
| By:    | /s/ Tom T. Moore                | By:    | /s/ Michael G. Fletcher |
|   | Tom T. Moore                    |   | Michael G. Fletcher     |
|   | President                       |   | Chief Operating Officer |