**Exhibit10.8**

** **

**SATELLITE TRANSPONDER SPACESERVICE AGREEMENT**

 

 

                THISAGREEMENT between Hispanic Television Network, Inc. (“Lessor”), a Delawarecorporation and Urban Television Network Corporation (“Lessee”), a Texascorporation is made effective as the date of the last signature below.  Defined terms used in this Agreement havethe meanings specified herein.

 

# **ARTICLE1.  SERVICE PROVIDED**

 

**A.            Scope.**

                                (1)           Lessor will provide to Lessee afull-time digitally compressed channel protected with special preemptiveprovision service on its satellite transponder number 4 on GE-3 leased from GEAmerican Communications, inc., as agent for GE Capital Europe Limited (“GE”),located at 87° W.L. orbitalposition (“Satellite”).  The Satellitemay, however, be located at any other orbital position hereafter authorized bythe FCC.

 

                Technicalperformance criteria for the Satellite shall conform as described in theTransponder Performance Specifications set forth in the Lessor’s Agreement withGE.

 

                                (2)           Lessor will provide a full-timeC-band digital (video/two audio) uplink system to uplink Lessee’s programmingfrom its Fort Worth location to the satellite space set forth in A(1) above.

 

                                (3)           Lessor will provide the equipment toplay Lessee’s programming into the digital uplink system that goes to thesatellite space set forth in A(1) above, and the necessary personnel to editLessee’s programming tapes, including the insertion of commercial spotsprovided by Lessee and to insert the tapes in to the playing equipment on a 24 hourper day, 7 days per week basis.

 

**B.            Term**.                     The term of serviceprovided under this Agreement (“Service Term”) shall commence on the earlier of(i) November 12, 2001 (the Commencement Date) or (ii) the date designated byLessee in writing to Lessor (the “Alternate Commencement Date”).  Such written notice shall be deliveredLessor no later than November 9, 2001.

 

The Service Term and thisAgreement shall end, except as otherwise provided herein, on the earlier of:(1) the End-of-Life or Replacement Date of the Satellite; (2) the date theSatellite becomes a Satellite Failure; (3) the date the Transponder on whichservice is provided hereunder is preempted or becomes a Transponder Failure andcannot be restored; or (4) January 31, 2006 (the “Projected Termination Date”).

 

                TheService Term and this Agreement shall survive any reorganization or change inownership of the Lessor that might occur before the end of the Service Term andLessee has the right to use its own personnel to operate the equipment to uplinkits signal to the satellite at no cost to Lessee should Lessor declarebankruptcy or cease to operate as a company before the end of this Agreement.

 

                BecauseLessee would incur irreparable damages due to the interruption of services,should Lessor fail to provide services or cease to exist as an operatingcompany, the shares of Lessee common stock issued to Lessor shall be cancelledby Lessee or the public company that Lessee might merge into, the PromissoryNote shall be considered paid in full with no future obligations for paymentthereunder, and this Agreement and the advertising revenue sharing arrangementshall automatically terminate.

 

                Forpurposes of this Agreement, “failure to provide services” shall mean thatLessor fails to provide to Lessee a full-time digitally compressed channelprotected with special preemptive provision service on 1) the Satellite for aconsecutive thirty-day period or 2) on an alternative transponder space thatLessor might move to during the term of this Agreement.  Expiration of the Service Term shall not beconsidered a “failure to provide services”.

 

                Lesseeshall give Lessor notice of such failure to provide services and should Lessornot cure this failure within twelve hours, Lessee shall have the right tosecure services from another provider. Lessor shall reimburse Lessee for any additional cost incurred by Lesseeresulting from Lessee securing services from another provider.

 

**C.            Service Priorities.             **Lessor shall immediatelyinitiate all reasonable measures, consistent with protecting the Lessee’sdigital channel on Lessor’s leased satellite transponder and all servicesprovided thereon, to restore Lessee’s digital channel as quickly as possibleshould it become a Transponder Failure, as set forth in Lessor’s Agreement withGE.

 

**D.            Notices.                **All notices regardingtechnical or operational matters requiring immediate attention will be given bytelephone followed by written notification. All other notices, demands, request, deliveries and other communicationsrequired or permitted hereunder shall be writing and shall be deemed to bedelivered when actually received (except actual receipt is mutually agreed uponin this Agreement and otherwise), on the day following the date of deposit in aregularly maintained receptacle for First Class United States Mail, dulyaddressed, with proper postage.

 

 

| **If to  given to Lessee:**  Attn:  Randy Moseley  Urban Television Network Corporation  213 Palomino Ct.  Fort Worth, Texas   76126 |   | **If to be  given to Lessor:**  Attn:  Michael G. Fletcher  Hispanic Television Network, Inc.  6125 Airport Frwy  #200  Fort Worth, Texas   76117 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|

 

 

# **ARTICLE2.  PAYMENT**

 

**A.            Monthly Recurring Service Charge**.              Lessee shall pay to Lessor forServices a monthly recurring service charge of One Hundred Thousand U.S. Dollars($100,000.00) for services set forth in Article 1 above, due and payablebeginning on the first day of the month that is three full months after theinitiation of services under this Agreement and on the first day of each monththereafter during the term of this Agreement.

 

**B.            Taxes and Other Charges**.                All charges hereunder areexclusive of taxes, duties and other fees or charges levied by governmentalauthority on the Service or the facilities used to provide the Service.  Lessee will reimburse Lessor for all suchtaxes, duties and other fees or charges.

 

**C.            Notice of Termination of Services**.   If Lessee is in default on its monthlypayments under the terms of this Agreement and the default continues afterLessor gives Lessee twenty (20) days written notice of the default and suchdefault has not been cured within such 20-day time period, then Lessor maydeclare this Agreement cancelled and cease uplinking and other services calledfor in this Agreement.

 

 

# **ARTICLE3.  CREDITS FOR INTERRUPTIONS**

 

                Creditsfor Interruptions in Service of five (5) minutes or more shall be granted toLessee as calculated by dividing the number of minutes of interruption by43,200 and multiply that percentage by $100,000.00.

 

## **ARTICLE 4. GENERAL PROVISIONS**

 

**A.            Indemnity.**    Lessee shall indemnify and hold harmlessLessor, its officers, directors, shareholders, employees and agents, from anyand all losses, costs, damages, expenses, or liability arising out of, in wholeor in part, directly or indirectly, that actions of Lessee and/or the materialtransmitted over the service provided by Lessor.

 

**B.            Liability**.   The liability of Lessor arising out thefurnishing of the service, including, but not limited to mistakes, omissions,interruptions, delays, errors or other defects or representations or arisingout of the failure to furnish the service, and whether caused by acts ofcommission or omission, shall be limited to the allowances for interruptionsset forth in these terms and conditions. Such allowances for interruption shall be the form, intent, and purposeof its surviving provisions.

 

**C.            Jurisdictions**.  This Agreement is made subject to allpresent and future valid orders, and regulations of any regulatory body havingjurisdiction, and to the laws of the United States of America or any of itsstates having competent jurisdiction. In the event this Agreement or any of its provisions shall be foundcontrary to, or in conflict with, any such order, rule, regulation, or law,this Agreement shall be deemed modified to the extent necessary to comply withany such order, rule, regulation, or law, and shall be modified in such a wayas the parties hereto mutually agree is consistent with the form, intent, andpurpose of its surviving provisions.

 

**D.            Consent**.  Unless prior written notice of consent isobtained from a party hereto, the other party will keep in strictest confidenceall information identified by either party as confidential, except as may berequired to be disclosed by governmental regulations or court order.

 

**E.             Releases**.  Except as otherwise expressly agreed to bythe parties or as may be required by governmental regulations or court order,neither party is authorized to issue or release any articles, advertising,publicity, or other matters relating to this Agreement.

 

**F.             Enforcement**.   The failure of either party hereto toenforce or insist upon compliance with any of the provisions of this Agreementor the waiver thereof in any instance shall not be construed by the other partyas a general waiver or relinquishment of any other provision of this Agreement,but the same shall, nonetheless be and remain in full force and effect.

 

**G.            Assignments**.   Neither party shall, without the priorwritten consent of the other party, which will not be unreasonably withheld,assign its interest in or the rights to or obligation under this Agreement to athird party.

 

**H.            Amendments**.  This Agreement shall not be amended,changed, modified, terminated or discharged in whole or in part, except by aninstrument in writing duly executed by the parties hereto, or their respectivesuccessors or permitted assigns.

 

**I.              Entire Agreement**.   This Agreement and any exhibits constitutesthe entire Agreement between the parties as to the subject matter hereof andsupersedes and merges all prior oral or written agreements between the partieshereto.

 

**J.             Governing Law**.   This Agreement shall be construed andgoverned by the laws of the State of Texas.

 

**IN NO EVENT SHALL LESSOR ORLESSEE BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSQUENTIALDAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR INCOME OR POTENTIALBUSINESS OPPORTUNITIES, REGARDLESS OF THE NATURE OF THE CLAIM OR THE ACTION,ARISING FROM THE LESSEE’S USE OF THE SERVICE, WHETHER OR NOT SUCH OTHER PARTYSHALL HAVE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHTBE INCURRED.**

 

 

IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the day and year written below and the personssigning warrant that they are duly authorized to sign for and on behalf of therespective parties.

 

 

Hispanic Television Network, Inc.

 

 
| /s/ Michael G. Fletcher                       |   | October 29, 2001 |
|-----------------------------------------------|--------|------------------|
| Michael G. Fletcher, Chief  Operating Officer |   | Date             |
|                                          |   |             |
|                                          |   |             |
| Urban Television Network  Corporation         |   |             |
|                                          |   |             |
| /s/Randy Moseley                              |   | October 29 ,2001 |
| Randy Moseley, President                      |   | Date             |