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 be 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 as 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.
0000 Xxxxxxx Xxxxxxx, #000
Xxxx Xxxxx, XX 00000
000 000-0000 000 000-0009 fax
If to PM CPM Financial Corp.
0000 Xxxxx Xxxxxxxx
Xxxxxxx, XX 00000
000 000-0000 000 000-0002 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/ XXXXXXX XXXXXXXX By: /s/ XXXXXX XXXXXXXXX
--------------------- -----------------------------
Xxxxxxx Xxxxxxxx, COO Xxxxxx Xxxxxxxxx, V.P. of CPM
Financial Corp., general partner
