**Exhibit10.9**

** **

**AGREEMENT**

 

 

                ThisAgreement is entered into as of the 13th day of November 2001 by and betweenHispanic Television Network, Inc. ("HTVN"), a Delaware corporation,and Urban Television Network Corporation ("UTVN"), a Texascorporation.

 

# **RECITALS AND REPRESENTATIONS**

 

                HTVN  certain rights and interests in AmericanIndependent Network (AIN) including all rights and interests in AIN networkaffiliate agreements.

 

                HTVNrepresents that it owns the AIN Network and has the ability to assign the affiliateagreements.

 

                UTVNrepresents that UTVN has full corporate authority to enter into this Agreementunder the following terms.

 

                TheRecitals and Representations are an integral part of this Agreement.

 

                NOWTHEREFORE, HTVN and UTVN agree as follows:

 

1.             For certain rights and interests inAIN Network as delineated in this Agreement, the AIN affiliate base, and HTVN’sagreement to provide UTVN master control services and satellite services to beset forth in a Satellite Transponder Service Agreement UTVN will;

 

(a)   Cause to be issued to HTVNshares of the common stock of UTVN, which represent ten percent (10%) of theissued and outstanding common shares of UTVN. Such shares shall have full anti-dilution protection until a transactionresulting in UTVN becoming a public company is completed;

 

(b)   PayHTVN the sum of One Million Five Hundred Thousand Dollars ($1,500,000.00) with$100,000 payable as a down payment at closing with the balance represented by apromissory note (the “Note”) bearing interest at 12% per annum and be paid asfollows:  beginning seven months fromthe date of the Note, $25,000 per month for three months and $50,000 per monththereafter until the Note ahs been paid in full including any accrued interestowing.  Payments shall first be appliedto accrued and unpaid interest and fees and then to the outstanding principalbalance of the Note (See Exhibit A; and

 

(c)   Pay to HTVN thirty percent(30%) of its advertising revenues, net of commissions, that exceeds $100,000per month beginning in month three, until a total of $1,000,000 in advertisingrevenue share has been paid to HTVN, at which time the 30% drops to fivepercent (5%).  All advertising revenuesharing to HTVN shall terminate the earlier of three years from the date ofthis Agreement or the date that HTVN unilaterally discontinues providing theservices per the Satellite Transponder Space Service Agreement (See Exhibit B).

 

2.        HTVN agrees to provide UTVN withfull-time digitally compressed channel protected with special Preemptiveprovision service on its satellite transponder number 4 leased from GE AmericanCommunications, Inc. located at 87°W.L. orbital position.  HTVN willprovide the equipment necessary to input UTVN’s programming into the digitaluplink system that goes to the satellite transponder space and provide thenecessary personnel to edit UTVN’s programming tapes, including insertion ofcommercial Spots provided by UTVN and insert the tapes into the playingequipment on a 24-hour per day, 7 days per week basis, provided that UTVNprovides the said programming tapes and commercial spots on a format requiredby HTVN.   UTVN will pay HTVN a monthlyrecurring service charge of One Hundred Thousand U.S. Dollars ($100,000.00) forthe satellite space and services, due and payable beginning on the first day ofthe month that is three full months after the initiation of services under thisAgreement and on the first day of each month thereafter during the term of theSatellite Transponder Space Service Agreement (See Exhibit B).

 

BecauseUTVN would incur irreparable damages due to the interruption of services,should HTVN cease to exist as an operating company and thereby fail to provideservices, the shares of UTVN common stock issued to HTVN shall be cancelled byUTVN or the public company that UTVN might merge into and the Promissory Noteshall be considered paid in full and all future obligations for payment underthe Promissory Note shall be terminated.  For purposes of this Agreement “HTVN’s failure to provide services” isdefined in the Satellite Transponder Space Agreement attached hereto as ExhibitB.

 

3.             UTVNagrees that by its election of the $100,000 down payment option underprovision  1(b) above, that if HTVNceases to exist as an operating company before HTVN has received a total of$500,000 from UTVN, HTVN shall have the right to repurchase the assets sold toUTVN for the total amount paid by UTVN to HTVN.  Should HTVN elect to exercise its right to repurchase the assets,UTVN shall have the right to pay an additional amount so that HTVN will havereceived a total of $500,000 and thus void HTVN’s repurchase option.

 

4.             UTVNshall have the right to use the AIN Network name for 6 months after the date ofthe closing of this Agreement, at which time it shall revert back to HTVN.

 

5.            HTVN agrees to assign the AIN affiliates to UTVN to become affiliates of UTVN,with the understanding that the affiliates have an option under their affiliateagreement to cancel the affiliate agreement.  HTVN further agrees that it, its successors or its assigns will not inthe future approach any of UTVN’s affiliates to become affiliates of HTVN.

 

6.             UTVNagrees that should it fail to fulfill any of its obligations under thePromissory Note, all rights previously sold or assigned by HTVN to UTVN, afterthe prescribed notice and cure period has lapsed, shall immediately revert backto HTVN and all parties shall be relieved of any further liability orobligation.

 

7.             HTVNagrees that Marc Pace shall be given a proxy to vote the UTVN shares owned byHTVN for matters involving UTVN becoming a public company only.

 

8.             UTVNand HTVN agree to execute all documents relative to the transaction within 30days of the execution of this agreement.

 

9.             UTVNand HTVN agree that the laws of the state of Texas shall apply excepting thosethat are preempted by Federal statute or Delaware General Corporation Law.

 

10.           ThisAgreement is subject to approval of the boards of directors of HTVN and UTVN.

 

Executed as of the first date above written.

 

 
| Hispanic Television  Network, Inc.            |   | Urban Television Network  Corporation |
|-----------------------------------------------|--------|---------------------------------------|
|                                          |   |                                  |
|                                          |   |                                  |
| /s/ Michael G. Fletcher                       |   | /s/ Randy Moseley                     |
| Michael G. Fletcher, Chief  Operating Officer |   | Randy Moseley, President              |