Prepared by MERRILL CORPORATION









Exhibit

10.8




 




SATELLITE TRANSPONDER SPACE

SERVICE AGREEMENT




 




 




                THIS

AGREEMENT between Hispanic Television Network, Inc. (“Lessor”), a Delaware

corporation and Urban Television Network Corporation (“Lessee”), a Texas

corporation is made effective as the date of the last signature below.  Defined terms used in this Agreement have

the meanings specified herein.




 




ARTICLE

1.  SERVICE PROVIDED




 




A.            Scope.




                                (1)           Lessor will provide to Lessee a

full-time digitally compressed channel protected with special preemptive

provision service on its satellite transponder number 4 on GE-3 leased from GE

American Communications, inc., as agent for GE Capital Europe Limited (“GE”),

located at 87° W.L. orbital

position (“Satellite”).  The Satellite

may, however, be located at any other orbital position hereafter authorized by

the FCC.




 




                Technical

performance criteria for the Satellite shall conform as described in the

Transponder Performance Specifications set forth in the Lessor’s Agreement with

GE.




 




                                (2)           Lessor will provide a full-time

C-band digital (video/two audio) uplink system to uplink Lessee’s programming

from its Fort Worth location to the satellite space set forth in A(1) above.




 




                                (3)           Lessor will provide the equipment to

play Lessee’s programming into the digital uplink system that goes to the

satellite space set forth in A(1) above, and the necessary personnel to edit

Lessee’s programming tapes, including the insertion of commercial spots

provided by Lessee and to insert the tapes in to the playing equipment on a 24 hour

per day, 7 days per week basis.




 




B.            Term.                     The term of service

provided under this Agreement (“Service Term”) shall commence on the earlier of

(i) November 12, 2001 (the Commencement Date) or (ii) the date designated by

Lessee in writing to Lessor (the “Alternate Commencement Date”).  Such written notice shall be delivered

Lessor no later than November 9, 2001.




 




The Service Term and this

Agreement 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 the

Satellite becomes a Satellite Failure; (3) the date the Transponder on which

service is provided hereunder is preempted or becomes a Transponder Failure and

cannot be restored; or (4) January 31, 2006 (the “Projected Termination Date”).




 




                The

Service Term and this Agreement shall survive any reorganization or change in

ownership of the Lessor that might occur before the end of the Service Term and

Lessee has the right to use its own personnel to operate the equipment to uplink

its signal to the satellite at no cost to Lessee should Lessor declare

bankruptcy or cease to operate as a company before the end of this Agreement.




 




                Because

Lessee would incur irreparable damages due to the interruption of services,

should Lessor fail to provide services or cease to exist as an operating

company, the shares of Lessee common stock issued to Lessor shall be cancelled

by Lessee or the public company that Lessee might merge into, the Promissory

Note shall be considered paid in full with no future obligations for payment

thereunder, and this Agreement and the advertising revenue sharing arrangement

shall automatically terminate.













 




                For

purposes of this Agreement, “failure to provide services” shall mean that

Lessor fails to provide to Lessee a full-time digitally compressed channel

protected with special preemptive provision service on 1) the Satellite for a

consecutive thirty-day period or 2) on an alternative transponder space that

Lessor might move to during the term of this Agreement.  Expiration of the Service Term shall not be

considered a “failure to provide services”.




 




                Lessee

shall give Lessor notice of such failure to provide services and should Lessor

not cure this failure within twelve hours, Lessee shall have the right to

secure services from another provider. 

Lessor shall reimburse Lessee for any additional cost incurred by Lessee

resulting from Lessee securing services from another provider.




 




C.            Service Priorities.              Lessor shall immediately

initiate all reasonable measures, consistent with protecting the Lessee’s

digital channel on Lessor’s leased satellite transponder and all services

provided thereon, to restore Lessee’s digital channel as quickly as possible

should it become a Transponder Failure, as set forth in Lessor’s Agreement with

GE.




 




D.            Notices.                 All notices regarding

technical or operational matters requiring immediate attention will be given by

telephone followed by written notification. 

All other notices, demands, request, deliveries and other communications

required or permitted hereunder shall be writing and shall be deemed to be

delivered when actually received (except actual receipt is mutually agreed upon

in this Agreement and otherwise), on the day following the date of deposit in a

regularly maintained receptacle for First Class United States Mail, duly

addressed, 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


  	

   


  










 




 




ARTICLE

2.  PAYMENT




 




A.            Monthly Recurring Service Charge.              Lessee shall pay to Lessor for

Services 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 payable

beginning on the first day of the month that is three full months after the

initiation of services under this Agreement and on the first day of each month

thereafter during the term of this Agreement.




 




B.            Taxes and Other Charges.                All charges hereunder are

exclusive of taxes, duties and other fees or charges levied by governmental

authority on the Service or the facilities used to provide the Service.  Lessee will reimburse Lessor for all such

taxes, duties and other fees or charges.













 




C.            Notice of Termination of Services.   If Lessee is in default on its monthly

payments under the terms of this Agreement and the default continues after

Lessor gives Lessee twenty (20) days written notice of the default and such

default has not been cured within such 20-day time period, then Lessor may

declare this Agreement cancelled and cease uplinking and other services called

for in this Agreement.




 




 




ARTICLE

3.  CREDITS FOR INTERRUPTIONS




 




                Credits

for Interruptions in Service of five (5) minutes or more shall be granted to

Lessee as calculated by dividing the number of minutes of interruption by

43,200 and multiply that percentage by $100,000.00.




 




ARTICLE 4. 

GENERAL PROVISIONS




 




A.            Indemnity.    Lessee shall indemnify and hold harmless

Lessor, its officers, directors, shareholders, employees and agents, from any

and all losses, costs, damages, expenses, or liability arising out of, in whole

or in part, directly or indirectly, that actions of Lessee and/or the material

transmitted over the service provided by Lessor.




 




B.            Liability.   The liability of Lessor arising out the

furnishing of the service, including, but not limited to mistakes, omissions,

interruptions, delays, errors or other defects or representations or arising

out of the failure to furnish the service, and whether caused by acts of

commission or omission, shall be limited to the allowances for interruptions

set forth in these terms and conditions. 

Such allowances for interruption shall be the form, intent, and purpose

of its surviving provisions.




 




C.            Jurisdictions.  This Agreement is made subject to all

present and future valid orders, and regulations of any regulatory body having

jurisdiction, and to the laws of the United States of America or any of its

states having competent jurisdiction. 

In the event this Agreement or any of its provisions shall be found

contrary to, or in conflict with, any such order, rule, regulation, or law,

this Agreement shall be deemed modified to the extent necessary to comply with

any such order, rule, regulation, or law, and shall be modified in such a way

as the parties hereto mutually agree is consistent with the form, intent, and

purpose of its surviving provisions.




 




D.            Consent.  Unless prior written notice of consent is

obtained from a party hereto, the other party will keep in strictest confidence

all information identified by either party as confidential, except as may be

required to be disclosed by governmental regulations or court order.




 




E.             Releases.  Except as otherwise expressly agreed to by

the 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 to

enforce or insist upon compliance with any of the provisions of this Agreement

or the waiver thereof in any instance shall not be construed by the other party

as 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 prior

written 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 a

third party.




 




H.            Amendments.  This Agreement shall not be amended,

changed, modified, terminated or discharged in whole or in part, except by an

instrument in writing duly executed by the parties hereto, or their respective

successors or permitted assigns.




 




I.              Entire Agreement.   This Agreement and any exhibits constitutes

the entire Agreement between the parties as to the subject matter hereof and

supersedes and merges all prior oral or written agreements between the parties

hereto.




 




J.             Governing Law.   This Agreement shall be construed and

governed by the laws of the State of Texas.




 




IN NO EVENT SHALL LESSOR OR

LESSEE BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSQUENTIAL

DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR INCOME OR POTENTIAL

BUSINESS 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 PARTY

SHALL HAVE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT

BE INCURRED.




 




 




IN WITNESS WHEREOF, the parties hereto have

executed this Agreement as of the day and year written below and the persons

signing warrant that they are duly authorized to sign for and on behalf of the

respective 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