WASTE CONVERSION SYSTEMS INC
AGREEMENT DATED NOVEMBER 13, 2001
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>wastecon8kex103043002.txt
<DESCRIPTION>AGREEMENT DATED NOVEMBER 13, 2001
<TEXT>

Exhibit 10.3

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 interest in American Independent Network (AIN) including
all rights and interest 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;

<PAGE>

(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(degree)(degree)  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.

<PAGE>

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.

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
--------------------------------------      ------------------------------------
Mike Fletcher, Chief Operating Officer      Randy Moseley, President





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