Luckett Alan – ‘SC 13D’ on 4/9/99 re: Hispanic Television Network Inc – EX-7.1

As of:  Friday, 4/9/99   ·   Accession #:  950134-99-2824   ·   File #:  5-56105

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8     26K 
 2: EX-7.1      Agreement With Alan Luckett and Randy Moseley          3     12K 

EX-7.1   —   Agreement With Alan Luckett and Randy Moseley

EX-7.1
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                                                                     EXHIBIT 7.1

VOTING AGREEMENT AND IRREVOCABLE PROXY

  This VOTING AGREEMENT AND IRREVOCABLE PROXY (this "AGREEMENT AND
PROXY") is entered into as of March 30, 1999 by and between Patrick Alan Luckett
("LUCKETT") and Randy Moseley ("MOSELEY").                                      

   WHEREAS, in order to induce Luckett to continue negotiations with
American Independent Network, Inc. (the "COMPANY") for the possible acquisition 
of certain shares of common stock of the Company (the "COMMON STOCK") to be     
issued to Luckett, Luckett is requiring Moseley to execute and deliver this     
Agreement and Proxy.                                                            

       NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which are hereby        
acknowledged, the parties hereby agree as follows:                              

       1. Voting Agreement. Moseley agrees that, from and following the date
hereof and continuing until September 30, 1999, Moseley will at all times, with 
respect to any matters on which shares of Common Stock are entitled to vote,    
vote any and all shares of Common Stock which Moseley is entitled to vote in the
manner directed by Luckett in writing.                                          

      2. Irrevocable Proxy. In order to implement the voting agreement set
forth in Section 1, until September 30, 1999, Moseley hereby grants to Luckett, 
with full power of substitution, a proxy (a "PROXY") to vote, on all matters on 
which the Common Stock is entitled to vote, any and all shares of Common Stock  
which Moseley is entitled to vote and to give written consents in lieu of voting
such Common Stock, in the same manner as other shares of Common Stock are voted 
or written consents are given. Moseley acknowledges that Moseley's Proxy is     
coupled with an interest, and Moseley agrees that Moseley's Proxy shall be      
irrevocable and shall survive the death, disability or incapacity of Moseley.   
Luckett shall have the right to vote or exercise (or refrain from voting or     
exercising) the Proxy at any time and from time to time as he may elect in his  
sole discretion.                                                                

       3. Transfer of Common Stock. Moseley agrees that he will not transfer
any shares of Common Stock to any person or entity unless such person or entity 
agrees in writing to be bound by the provisions of this Agreement and Proxy.    
Moseley agrees that any attempted transfer in violation of this Section 3 shall 
be null and void ab initio. Each transferee of Common Stock that is required    
pursuant to this Section 3                                                      

EX-7.1
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to agree in writing to be bound by the provisions of this Agreement and Proxy   
shall be deemed to be Moseley for purposes of this Agreement and Proxy.         

  4. Right of Equitable Relief. Moseley acknowledges that monetary
damages are an inadequate remedy with respect to any breach of this Agreement   
and Proxy by Moseley. Without limiting any other remedies that may be available 
to Luckett, Moseley expressly agrees that Luckett shall have the right to       
specific performance of this Agreement and Proxy with respect to Moseley and    
shall not be required to post any bond or other security in connection with any 
equitable remedy.                                                               

     5. Notices. All notices, requests, consents or other communications
required or permitted under this Agreement and Proxy shall be in writing and    
shall be deemed to have been duly given or delivered by any party (i) when      
received by such party if delivered by hand, (ii) upon confirmation when        
delivered by telecopy, (iii) within one day after being sent by recognized      
overnight delivery service or (iv) within five business days after being mailed 
by first-class mail, postage prepaid, and in each case addressed as follows:    

If to Luckett:                              

4610 River Forest                           
Arlington, Texas  76017                     

If to Moseley:                              

PO Box 29                                   
Cresson, Texas  76035                       

   Any party by written notice to the other parties pursuant to this
Section may change the address to whom notices or copies thereof shall be       
directed.                                                                       

   6. Binding Effect of this Agreement. This Agreement and Proxy (i)
constitutes the entire agreement between the parties relating to the subject    
matter hereof, and (ii) supersedes all previous understandings and agreements   
between the parties relating to the subject matter hereof, both oral and        
written. The terms and conditions of this Agreement and Proxy shall inure to the
benefit of and be binding upon the respective successors and permitted assigns  
of the parties hereto. Nothing in this Agreement and Proxy, express or implied, 
is intended to confer upon any party, other than the parties hereto and their   
respective permitted assigns, any rights, remedies, obligations or liabilities  
under or by reason of this Agreement and Proxy and                              

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no person who is not a party to this Agreement and Proxy may rely on the terms  
hereof.                                                                         

         7. Assignment. Neither party to this Agreement and Proxy may assign his
rights or delegate his obligations hereunder without the prior written consent  
of the other party. Any such attempted assignment shall be null and void ab     
initio.                                                                         

         8. Remedies. All rights and remedies under this Agreement and Proxy are
cumulative, not exclusive, and shall be in addition to all rights and remedies  
available to either party at law or in equity.                                  

  9. Construction. This Agreement and Proxy shall be construed and
enforced in accordance with and governed by the laws of the State of Texas,     
without regard to the conflicts of law principles thereof.                      

    IN WITNESS WHEREOF, this Agreement and Proxy has been executed and
delivered as of the date first set forth above.                                 

                          /s/ ALAN LUCKETT
                                             -----------------------------------
                      ALAN LUCKETT

                           /s/ RANDY MOSELEY
                                             -----------------------------------
                       RANDY MOSELEY

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		9/30/99		1					10QSB
Filed on:		4/9/99
		3/30/99		1
									List all Filings