Prepared by MERRILL CORPORATION









Exhibit

10.9




 




AGREEMENT




 




 




                This

Agreement is entered into as of the 13th day of November 2001 by and between

Hispanic Television Network, Inc. ("HTVN"), a Delaware corporation,

and Urban Television Network Corporation ("UTVN"), a Texas

corporation.




 




RECITALS AND REPRESENTATIONS




 




                HTVN  certain rights and interests in American

Independent Network (AIN) including all rights and interests in AIN network

affiliate agreements.




 




                HTVN

represents that it owns the AIN Network and has the ability to assign the affiliate

agreements.




 




                UTVN

represents that UTVN has full corporate authority to enter into this Agreement

under the following terms.




 




                The

Recitals and Representations are an integral part of this Agreement.




 




                NOW

THEREFORE, HTVN and UTVN agree as follows:




 




1.             For certain rights and interests in

AIN Network as delineated in this Agreement, the AIN affiliate base, and HTVN’s

agreement to provide UTVN master control services and satellite services to be

set forth in a Satellite Transponder Service Agreement UTVN will;




 




(a)   Cause to be issued to HTVN

shares of the common stock of UTVN, which represent ten percent (10%) of the

issued and outstanding common shares of UTVN. 

Such shares shall have full anti-dilution protection until a transaction

resulting in UTVN becoming a public company is completed;




 




(b)   Pay

HTVN 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 a

promissory note (the “Note”) bearing interest at 12% per annum and be paid as

follows:  beginning seven months from

the date of the Note, $25,000 per month for three months and $50,000 per month

thereafter until the Note ahs been paid in full including any accrued interest

owing.  Payments shall first be applied

to accrued and unpaid interest and fees and then to the outstanding principal

balance of the Note (See Exhibit A; and




 




(c)   Pay to HTVN thirty percent

(30%) of its advertising revenues, net of commissions, that exceeds $100,000

per month beginning in month three, until a total of $1,000,000 in advertising

revenue share has been paid to HTVN, at which time the 30% drops to five

percent (5%).  All advertising revenue

sharing to HTVN shall terminate the earlier of three years from the date of

this Agreement or the date that HTVN unilaterally discontinues providing the

services per the Satellite Transponder Space Service Agreement (See Exhibit B).




 




2.        HTVN agrees to provide UTVN with

full-time digitally compressed channel protected with special Preemptive

provision service on its satellite transponder number 4 leased from GE American

Communications, Inc. located at 87°

W.L. orbital position.  HTVN will

provide the equipment necessary to input UTVN’s programming into the digital

uplink system that goes to the satellite transponder space and provide the

necessary personnel to edit UTVN’s programming tapes, including insertion of

commercial Spots provided by UTVN and insert the tapes into the playing

equipment on a 24-hour per day, 7 days per week basis, provided that UTVN

provides the said programming tapes and commercial spots on a format required

by HTVN.   UTVN will pay HTVN a monthly

recurring service charge of One Hundred Thousand U.S. Dollars ($100,000.00) for

the satellite space and services, 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 the

Satellite Transponder Space Service Agreement (See Exhibit B).













 




Because

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

should HTVN cease to exist as an operating company and thereby fail to provide

services, the shares of UTVN common stock issued to HTVN shall be cancelled by

UTVN or the public company that UTVN might merge into and the Promissory Note

shall be considered paid in full and all future obligations for payment under

the Promissory Note shall be terminated.  

For purposes of this Agreement “HTVN’s failure to provide services” is

defined in the Satellite Transponder Space Agreement attached hereto as Exhibit

B.




 




3.             UTVN

agrees that by its election of the $100,000 down payment option under

provision  1(b) above, that if HTVN

ceases 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 to

UTVN 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 have

received a total of $500,000 and thus void HTVN’s repurchase option.




 




4.             UTVN

shall have the right to use the AIN Network name for 6 months after the date of

the 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 affiliate

agreement to cancel the affiliate agreement.  

HTVN further agrees that it, its successors or its assigns will not in

the future approach any of UTVN’s affiliates to become affiliates of HTVN.




 




6.             UTVN

agrees that should it fail to fulfill any of its obligations under the

Promissory Note, all rights previously sold or assigned by HTVN to UTVN, after

the prescribed notice and cure period has lapsed, shall immediately revert back

to HTVN and all parties shall be relieved of any further liability or

obligation.




 




7.             HTVN

agrees that Marc Pace shall be given a proxy to vote the UTVN shares owned by

HTVN for matters involving UTVN becoming a public company only.




 




8.             UTVN

and HTVN agree to execute all documents relative to the transaction within 30

days of the execution of this agreement.




 




9.             UTVN

and HTVN agree that the laws of the state of Texas shall apply excepting those

that are preempted by Federal statute or Delaware General Corporation Law.




 




10.           This

Agreement 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