Prepared by MERRILL CORPORATION









Exhibit

10.4




 




MOTION

PICTURE SALES AGREEMENT




 




 




AGREEMENT made this 26th day of

March 2001 by and between “REEL FUNDS

INTERNATIONAL, INC. dba REEL MEDIA INTERNATIONAL”, having place of

business 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, Texas

76117 (“BUYERS”).




 




The parties hereto agree to the

specification, terms and conditions set forth herein and may not be modified

without prior mutual written consent for both parties.




 




1.     TITLE OF PROGRAMS:




220

various public domain Spanish language motion pictures.




(List

attached)




 




2.     FEES:




225,000

common shares of HTVN restricted stock.




 




3.     TERMS OF PAYMENT:




a.     Restricted common stock to

be issued in two installments.




b.     125,000 shares to be issued

within 30 days of signing of agreement, 100,000 shares to be issued within 30

days of inspection and delivery of approved films to HTVN.




 




4.     INSPECTION:




a.     Upon delivery of each

Program, BUYER shall have 30 days

to screen each program for technical quality, and content approval.




b.     If any films are deemed

unacceptable by HTVN, the films will be returned and the amount of stock to be

issued will be adjusted on a prorated basis in accordance with the number of

films accepted.




 




5.     TERMS OF DELIVERY:




a.     Beta SP NTSC broadcast

quality 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 for

technical or content issues.




b.     BUYER will own these masters.




c.     BUYER will provide SELLER a

BetaSP copy of any film from this agreement at a cost of $100.00 per

title.  Duplication to be done within 7

days of purchase order.  Payment will be

made at time of delivery.




 




8.     SELLER has not done a copyright search on these films and

cannot guarantee that films are in the public domain.  BUYER assumes that

risk.  Both BUYER and SELLER

agree to not to hold each other responsible against complaints, litigation, or

charges of copyright infringement.  Both

parties agree to notify each other and cease use of films if legal copyright

registration is presented by producers.




 




9.     Both BUYER

and SELLER agree to resolve any

irresolvable disputes via binding arbitration under the rules and regulations

of the American Arbitration Association. 

This agreement is entered into under the laws of Tarrant County, Texas.




 




IN WITNESS

WHEREOF, the parties hereto have executed this Agreement the day and year

first 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