OMNI                           Corporate Headquarters
OMNI BROADCASTING NETWORK                3960 Howard Hughes Parkway, Suite 500
                                         Las Vegas, Nevada 89109
                                         (702) 990-3801 . (702)990-3501 Fax

                                        Broadcasting Operations
                                         4322 Wilshire Boulevard, Suite 300
                                         Los Angeles, California 90010
                                         (323) 692-0544 . (323)692-0545 Fax

                                        Web address:  www.omni-broadcasting.com


                         AFFILIATE AGREEMENT

This agreement is made this ______ day of _______________, 2003,
between Omni Broadcasting Network, Inc. (OMNI) and
_________________________, who owns and/or operates the television or
cable operation (hereafter referred to as "Station") with the full
authority of the Federal Communications Commission.  The
aforementioned Station is identified as ________________________, and
operates in the city of __________________in the state of
____________________________.


OMNI and __________________, Channel _____ in ________________,
__________________, in consideration of the mutual covenants and
stipulations herein agree as follows:

1.  ________________ shall be given the rights to receive OMNI's
    satellite transmission and broadcast OMNI's programming as
    heretofore outlined.  No rebroadcast of programming will be allowed
    unless specifically outlined and permission obtained. Such
    permission must be obtained in writing in advance from OMNI.
    Additionally, OMNI maintains rights to its Internet broadcasts as
    well.  Rebroadcast may violate licensing agreements currently agreed
    to by OMNI, and as such, legal remedies may be necessitated by such
    violations.

2.  Station will be given such rights as mentioned in paragraph 1, with
    the following understanding and compliance:  OMNI carriage by the
    Station must be a minimum of _____ (__) hours of each day.  The
    coverage is to be carried seven (7) days a week, and must include
    primetime.

3.  Station shall be permitted to insert local commercials or other
    announcements into the programming according to the following terms:

    A.  Station shall be allowed three (3) minutes per half hour for
        individual needs. In the event that the Station desires not to
        use any portion of its retained time, OMNI will supply
        programming for these times.

4.  Station will not preempt, cover, or in anyway disrupt network
    advertisements contained in the satellite transmission from OMNI,
    except for the times allowed in Paragraph 3A.

5.  Station agrees to furnish OMNI with monthly-notarized affidavits of
    its broadcast logs to confirm network carriage.  The affidavits must
    be received by OMNI within one week of the past months conclusion.
    Station understands that failure to return affidavits in a timely
    manner could result in cancellation of affiliation.

6.  Station agrees to obtain and maintain such licenses, permits and
    authorizations as may be required to operate the station as mandated
    by the Federal Communications Commission and to comply with all laws
    and regulations imposed by federal, state and/or local authorities
    relating to the operation of the Station.

7.  OMNI shall not incur any liability hereunder, because of the failure
    to properly transmit any programming due to actions by the FCC, or


   OMNI Broadcasting Network Affiliate Agreement-- Page 1 of 3   Initial:____


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         OMNI                           Corporate Headquarters
OMNI BROADCASTING NETWORK                3960 Howard Hughes Parkway, Suite 500
                                         Las Vegas, Nevada 89109
                                         (702) 990-3801 . (702)990-3501 Fax

                                        Broadcasting Operations
                                         4322 Wilshire Boulevard, Suite 300
                                         Los Angeles, California 90010
                                         (323) 692-0544 . (323)692-0545 Fax

                                        Web address:  www.omni-broadcasting.com


    any other governmental authority, acts of God, labor disputes,
    failure of facilities, or any other causes that are beyond the
    control of OMNI.

8.  OMNI warrants and represents that: (a) it has obtained rights and
    licensing agreements for all programming or (b) such programming is
    part of the public domain.

9.  OMNI warrants and represents that the performing rights of any music
    in said programming is either (a) controlled by BMI, ASCAP, SESAC;
    or (b) in the public domain; or (c) controlled by OMNI to the extent
    required for the purpose of this license.

10. Station warrants and represents that it has obtained all the
    necessary licenses for the performance of music in all of its
    programming with categories aforementioned in paragraph 9.

11. Station shall not assign or transfer its rights and obligations
    under this Agreement without the written prior consent of OMNI.  In
    the event that OMNI refuses to give consent, OMNI shall not be
    obligated to give reasons for refusal.

12. Nothing contained in this Agreement shall imply or create, nor do
    the parties intend to imply or create any relationship or partners
    or joint ventures between Station and OMNI.  Neither party is
    authorized to purport or imply such relationships exist privately or
    publicly.  Neither OMNI nor Station shall hold itself out as the
    agent of the other party under this Agreement.

13. This Agreement may be cancelled by OMNI, for cause during the
    first year of this agreement with sixty (60) days written notice.
    Said notice will be sent by registered or certified mail, postage
    prepaid to the party at their respective address given herein or at
    such address as may be subsequently be given in writing by the
    party.

14. OMNI represents and warrants to Station that: (a) OMNI is a
    corporation duly organized and validly existing under the laws of
    the State of Nevada; (b) OMNI has the power and authority to enter
    into the Agreement and to perform all of its obligations herein; (c)
    the party executing this Agreement on behalf of OMNI has express
    authority to do so and in doing so binds OMNI hereto.

15. Station represents and warrants to OMNI that: (a) Station is a
    ______________ existing under the laws of the State of
    ________________; (b) Station has the power and authority to enter
    into this Agreement and to perform all of its obligations stated
    herein; and (c) the party executing this Agreement on behalf of the
    Station has the express authority to do so and in doing so bind
    Station hereto this Agreement.

16. The initial Agreement between OMNI and Station shall be
    effectuated and commence on the ______________ day of
    _______________, 2003.  This Agreement shall be in effect for a
    period of one (1) year, and shall continue unless either party gives
    written notice of intent to cancel.  These cancellations must be a
    (60) day written notice.  Said notice will be sent by registered or



   OMNI Broadcasting Network Affiliate Agreement-- Page 2 of 3   Initial:____


<PAGE>


         OMNI                           Corporate Headquarters
OMNI BROADCASTING NETWORK                3960 Howard Hughes Parkway, Suite 500
                                         Las Vegas, Nevada 89109
                                         (702) 990-3801 . (702)990-3501 Fax

                                        Broadcasting Operations
                                         4322 Wilshire Boulevard, Suite 300
                                         Los Angeles, California 90010
                                         (323) 692-0544 . (323)692-0545 Fax

                                        Web address:  www.omni-broadcasting.com


    certified mail, postage prepaid to the party at their respective
    address given herein or at such address as may be subsequently be
    given in writing by the party.

17. This Agreement shall be binding upon the parties heretofore
    mentioned, their heirs, legatees, representatives, successors and
    assigns.

18. This Agreement shall be governed by the laws of the state of
    Nevada and any action at law, set equity or judicial proceeding
    relating to this Agreement shall be instituted in the courts of the
    county of Clark, the state of Nevada.

19. Station agrees to fully participate in any promotional programs,
    including without limitation, any promotional programs, including
    without limitation, any promotion swap or co-op advertising program
    or comparable program which may exist during the term of the
    agreement, upon such standard terms and conditions as may be
    determined by OMNI.

20. This Agreement contains the entire understanding and all
    agreements and covenants between the aforementioned parties and may
    not be changed except by consensual written agreement.


Accepted by:                                Accepted by:
    Omni Broadcasting Network, Inc.           Station


    __________________________________      __________________________________
    Name:                                   Name:
    Title:                                  Title:

    Date: ____________________________      Date: ____________________________


Omni Broadcasting Network Affiliate Agreement -- Page 3 of 3     Initials ____


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