Prepared by MERRILL CORPORATION









Exhibit

10.5




 




Agreement




 




                This

Agreement is dated March 14,2001 by and between Hispanic Television Network,

Inc., of Fort Worth, Texas, (HTVN) and ParMedia, L.P. of Coppell, Texas (PM).




 




STATE OF SERVICES: during the term of this

Agreement, on behalf of the American Independent Network (AIN), PM will:  1) generate revenue through advertising,

paid programming, direct response, per inquiry, and on a limited basis

infomercials;  2) identify, secure, and

schedule programming; and  3) handle

relations with affiliates.  HTVN/AIN

shall provide operations, engineering, accounting, support, and other functions

not specifically assumed by PM.  It is

specifically understood that HTVN/AIN shall execute all contracts for

programming, and that HTVN/AIN for their consideration.




 




AFFILIATES: PM will handle all communication

with the affiliates on behalf of AIN. 

Expenses (primarily postage) associated with communicating with

affiliates shall be the responsibility of AIN. 

PM will endeavor to add affiliates, and increase affiliate carriage of

AIN.  AIN to provide signal

receiver/decoder to any new AIN affiliates. 

AIN has the final determination as to whether or not to add an affiliate

to the network.




 




PAYMENT FOR SERVICES:  For services rendered, HTVN shall pay to CPM

Financial Corp. as the general partner for PM, an amount equal to forty percent

(40%) of AIN’s net revenue.  Net revenue

being defined as amounts actually received by AIN.  However, PM shall not be paid for revenue booked by AIN prior to

the date of this Agreement as shown on Exhibit A.  At HTVN’s option, the compensation to PM may e made in cash, s-8

(non-restricted) HTVN common stock, or a combination thereof, and shall be paid

by the 20th of the following month. 

If paid in stock, the number of shares issued shall be computed by

dividing the amount due by the closing id price for HTVN on the last day the

stock market is open for the month in which the AIN revenue was generated.




 




TERM: The initial term of this agreement

shall be from the date hereof until December 31, 2001.  HTVN may cancel this Agreement should PM

fail to make the minimum revenue projections s shown on Exhibit B.  Either party may terminate this Agreement

for any cause, by giving written notice to the other party thirty (30) days

prior to termination.  Termination or

expiration of this Agreement does not relieve HTVN of the obligation to pay for

revenue booked prior to termination/expiration.  This Agreement can be renewed or extended based upon mutual

agreement by both parties.




 




INTERPRETATION OF CONTRACT: This Agreement

may not be changed except in writing, signed by authorized officers of HTVN and

PM.  This Agreement (including Exhibits)

contains the entire agreement between the parties.  The validity, performance, construction and effect for this

Agreement shall be governed by the laws of the State of Texas.




 













SEVERABILITY: In the event any provisions of

this Agreement is held illegal, void, or unenforceable, to any extent in whole

or in part, the balance shall remaining effect and the provision in question

shall be modified as to retain the original intent but in such a manner that it

is no longer illegal, void, or unenforceable.




 




NOTICE: All notices, demands or other

writings required or expressly permitted to be given pursuant to this Agreement

shall be in writing and shall be sent by facsimile transmission and by

Certified United States Mail to the parties as follows:




 




	

  If to HTVN


  	

   


  	

  Hispanic Television

  Network, Inc.


  6125 Airport Freeway, #200


  Fort Worth, TX 76117


  817 222-1234                          817

  222-9809 fax


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  If to PM


  	

   


  	

  CPM Financial Corp.


  1020 Creek Crossing


  Coppell, TX 75019


  972 304-8002                          972

  304-8102 fax


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  





 




 




In Witness whereof, the parties hereto have

executed this agreement as of the day and year first written above.




 




 








	

  Hispanic Television

  Network, Inc.


  	

   


  	

  ParMedia, LP


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By: /S/  Michael Fletcher


  	

   


  	

  By: /S/ Steven Mortonson


  
	

  Michael Fletcher, COO


  	

   


  	

  Steven Mortonson, V.P. of

  CPM Financial Corp., general partner