EXHIBIT 10.33

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") dated as of April 26, 1999, among JuJu Media, Inc., a New York corporation (the "Company") each of the individuals listed under the heading "Sellers" on the signature pages hereto (each, a "Seller," and collectively, the "Sellers"), and Spanish Broadcasting System, Inc., a Delaware corporation or its wholly owned subsidiary ("Buyer").

RECITALS:

A. The Sellers are the record owners of 200 shares of common stock of the Company which constitute all the issued and outstanding shares of capital stock of the Company.

B. The Sellers desire to sell to Buyer, and Buyer desires to purchase from the Sellers, an aggregate of 160 shares of Common Stock of the Company, which constitutes eighty percent (80%) of the issued and outstanding capital stock of Company (the "Purchased Shares") upon the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and subject to the terms and conditions set forth herein, the Company, the Sellers and Buyer hereby agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement:

"ACTIONS" shall mean any action, suit or legal, administrative or arbitral proceeding or investigation before any Governmental Authority.

"AFFILIATE" shall mean with respect to any Person, any Person which directly or indirectly controls, is controlled by or is under common control with such Person.

"AGREEMENT" shall have the meaning set forth in the preamble to this Agreement.

"BREACH" shall mean a Breach of a representation, warranty, covenant, obligation or other provision of this Agreement or any instrument delivered pursuant to this Agreement will be deemed to have occurred if there is or has been (a) any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision, or (b) any claim (by any Person) or other occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation or other provision, and the term "Breach" means any such inaccuracy, breach, failure, claim, occurrence or circumstance.

"BUSINESS DAY" means any day other than a Saturday, Sunday or a day on which banks in New York are authorized or obligated by Law or executive order to close.

"BUYER" shall have the meaning set forth in the preamble to this Agreement.

"BUYER'S KNOWLEDGE" shall have the meaning set forth in Section 6.4(a).

"CLOSING" shall have the meaning set forth in Section 3.1.

"CLOSING DATE" shall have the meaning set forth in Section 3.1.

"CLOSING DATE BALANCE SHEET" shall have the meaning set forth in Section 2.3(b).

"CLOSING DATE INDEBTEDNESS" shall have the meaning set forth in Section 2.2.

"CLOSING LIABILITIES" shall have the meaning set forth in Section 2.3(e).

"CLOSING NET QUICK" shall have the meaning set forth in Section 2.3(a).

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"COMMON STOCK" shall have the meaning set forth in Section 4.3.

"COMPANY" shall have the meaning set forth in the preamble to this Agreement.

"COMPANY'S KNOWLEDGE" shall have the meaning set forth in Section 4.3(a).

"COMPANY FINANCIAL STATEMENTS" shall have the meaning set forth in Section 4.5.

"CONFIDENTIALITY AGREEMENT" shall have the meaning set forth in Section 7.2(b).

"CONSENT" shall mean any consent, approval, authorization, qualification, waiver, registration or notification required to be obtained from, filed with or delivered to a Governmental Authority or any other Person in connection with the consummation of the transactions provided for herein.

"CONTRACTS" means all contracts, leases, licenses, and other agreements (including leases for personal or real property and employment agreements), written or oral (including any amendments and other modifications thereto), to which the Company or any Subsidiary is a party and which relate to or affect the business or operations of the Company or any Subsidiary, and (i) which are in effect on the date of this Agreement or (ii) which are entered into by the Company or any Subsidiary between the date of this Agreement and the Closing Date.

"CURRENT ASSETS" shall mean with respect to the Company, at the date of measurement, the sum as at such date of all accounts receivable (including, without limitation, all receivables related to advertising time and coop reimbursements and other miscellaneous receivables arising in the

ordinary course of business), net of a reasonable loss reserve and allowance for doubtful accounts related to such accounts receivable, plus all prepaid expenses and other current assets other than cash, but excluding any deferred tax assets, all to be determined in accordance with GAAP.

"CURRENT LIABILITIES" shall mean with respect to the Company, at the date of measurement, the sum as at such date of all accounts payable plus all accrued liabilities and expenses (excluding liability for accrued vacation and any indebtedness of the Company), plus all agency or national representation commissions, plus all accrued volume discounts payable, plus all sales commissions attributable to the accounts receivable included in Current Assets, but excluding any deferred tax liabilities, all to be determined in accordance with GAAP.

"DAMAGES" shall have the meaning set forth in Section 9.2.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

      "GAAP" shall mean United States generally accepted accounting principles

in effect on the date hereof, applied on a consistent basis.

"GOVERNMENTAL AUTHORITY" shall mean any government or political subdivision, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision, or any federal, state, local, or foreign court or arbitrator.

"INDEBTEDNESS" means any (i) indebtedness for borrowed money of the Company reflected in any promissory note, indenture, bond, mortgage, credit agreement or other similar instrument, including any and all accrued but unpaid interest thereon as well as any and all costs, fees and charges required in connection with the payment or prepayment thereof, but excluding any broadcast rights payables and the Reserve Square Debt, and (ii) liability for the payment of money relating to a lease that is required to be classified as a capitalized lease obligation in accordance with GAAP.

"INDEPENDENT ACCOUNTANTS" shall have the meaning set forth in Section 2.3(d).

"INDEMNIFIED PERSONS" shall have the meaning set forth in Section 9.2.

"INVESTMENTS" shall mean any equity interest, directly or indirectly, in any other Person in excess of 5% of the total equity ownership of such Person.

"LAWS" shall mean any law, statute, code, ordinance, regulation or rule of any Governmental Authority.

"LIENS" shall mean any mortgage, lien, Option, pledge, adverse claim, interest charge or other similar encumbrance.

"MATERIAL ADVERSE EFFECT" shall have the meaning set forth in Section 4.1.

"MATERIAL CONTRACTS" shall have the meaning set forth in Section 4.14.

"MATERIAL EQUIPMENT" shall have the meaning as set forth in Section 4.11.

"NET QUICK" shall mean, as of the date of measurement, the amount by which the Current Assets exceeds the Current Liabilities.

"NOTICE OF OBJECTION" shall have the meaning set forth in Section 2.3(c).

"OBJECTION PERIOD" shall have the meaning set forth in Section 2.3(c).

"OPTION" means any option, warrant, call, convertible or exchangeable security, subscription, preemptive right, voting trust or agreement, any agreement restricting sale or transfer, or other agreement or right of a similar nature.

"ORDERS" shall mean any order, judgment, ruling, injunction, assessment, award, decree or writ of any Governmental Authority.

"OUTSIDE DATE" shall have the meaning set forth in Section 10.1(b).

"PAYMENT DATE" shall have the meaning set forth in Section 2.3(e).

"PERMITS" shall mean any license, permit, authorization, certificate of authority, grant, approval, franchise, waiver, Consent, qualification or similar document or authority which has been, or is required to be, issued or granted by any Governmental Authority.

"PERSON" shall mean any individual, sole proprietorship, partnership, corporation, limited liability company, joint venture, unincorporated society or association, trust or other entity or Governmental Authority.

"PLANS" shall have the meaning set forth in Section 4.13.

"PROCEEDING" shall mean any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted, or heard by or before or otherwise involving any Government Authority or arbitrator.

"PROMISSORY NOTE" shall have the meaning set forth in Section 2.2(a).

"PURCHASE PRICE" shall have the meaning set forth in Section 2.2.

"PURCHASED SHARES" shall have the meaning set forth in recital B of this Agreement.

"REAL PROPERTY" means all of the Company's real property and interests in real property, leaseholds and subleaseholds, purchase options, easements, licenses, rights to access, right of way, all buildings and other improvements thereon (including transmission towers and related fixtures), and other real property interests used in the business or operations of the Company, together with any additions thereto between the date of this Agreement and the Closing Date.

"REGULATORY AUTHORIZATIONS" shall have the meaning set forth in Section 7.4(b).

"REMAINING SHARES" shall mean the issued and outstanding shares of common stock of the Company which (i) constitute 20% of the issued and outstanding capital stock of the Company; (ii) are not being sold to Buyer pursuant to this Agreement, and (iii) are subject to the Right of First Refusal and the Voting Trust Agreement.

"RIGHT OF FIRST REFUSAL" shall have the meaning set forth in Section 2.2(c).

"SELLERS" shall have the meaning set forth in the preamble to this Agreement.

"SHARES" shall have the meaning set forth in Section 4.3 of this Agreement.

"STRADDLE PERIOD" shall have the meaning as set forth in Section 7.6(c).

"TAX" and/or "TAXES" shall have the meaning set forth in Section 4.7 and
Section 9.

"VOTING TRUST" shall have the meaning set forth in Section 2.2(b).

"VOTING TRUST AGREEMENT" shall have the meaning set forth in Section 2.2(b).

ARTICLE II

SALE AND PURCHASE OF SHARES

2.1 SALE AND PURCHASE OF SHARES. At the Closing (a) the Sellers shall sell, assign and transfer the Purchased Shares to Buyer, (b) each of the Sellers shall deliver to Buyer one or more stock certificates (with any required transfer stamps attached) representing the Purchased Shares owned by that Seller with duly executed stock powers attached reasonably satisfactory to Buyer in proper form for transfer, (c) Seller shall transfer the Purchased Shares free and clear of all Liens, and (d) Buyer shall pay and deliver to the Sellers the Purchase Price (as defined in Section 2.2. hereof) in accordance with Schedule 2.2 provided to Buyer on or prior to the Closing.

2.2 PURCHASE PRICE. (a) In full consideration for the Purchased Shares and subject to adjustments pursuant to Section 2.3, Buyer shall (i) pay to the Sellers at the Closing by bank wire transfer of immediately available funds an aggregate amount in cash equal to Two Million Dollars ($2,000,000.00) less the aggregate amount of the indebtedness of the Company outstanding as of the Closing Date ("Closing Date Indebtedness"); (ii) repay, or cause the Company to repay at the Closing, the Closing Date Indebtedness, to the Persons entitled thereto; and (iii) execute and deliver to each of the Sellers a Promissory Note in the form attached hereto as Exhibit A in the amounts set forth on Schedule 2.2 hereof.

(b) Company and Sellers shall place the Remaining Shares in a Voting Trust pursuant to the Voting Trust Agreement attached hereto as Exhibit B and dated as of the date of Closing.

(c) Company and Sellers shall deliver the Right of First Refusal Agreement attached hereto as Exhibit C and dated as of the date of Closing.

2.3 PURCHASE PRICE ADJUSTMENT. (a) The "Closing Net Quick" shall mean the Net Quick of the Company as of the close of business on the Closing Date as reflected on the Closing Date Balance Sheet (as defined in Section 2.3(b)).

(b) Within forty-five (45) calendar days of the Closing Date, Buyer shall deliver to the Sellers (i) a balance sheet of the Company as of the close of business on the Closing Date, compiled, if necessary, by an independent accounting firm selected by the parties (the "Closing Date Balance Sheet"), prepared in accordance with GAAP and (ii) a calculation of the Closing Net Quick based on the Closing Date Balance Sheet. In connection with the Seller's review of the Closing Date Balance Sheet and Buyer's calculation of the Closing Net Quick, Buyer shall, promptly upon request, provide to the Sellers and their agents access to the work papers of Buyer's accountants (both internal and external) relating to the Closing Date Balance Sheet and Buyer's calculation of the Closing Net Quick and any and all documentation related thereto.

(c) Unless the Sellers give Buyer written notice of their objection to Buyer's calculation of the Closing Net Quick, which notice shall include the basis of Sellers' objection in reasonable detail ("Notice of Objection"), within thirty (30) calendar days after receiving the Closing Date Balance Sheet and Buyer's calculation of the Closing Net Quick (the "Objection Period"), the Closing Date Balance Sheet and Buyer's calculation of the Closing Net Quick shall be final, conclusive and binding on the parties to this Agreement.

(d) If Sellers deliver a Notice of Objection within the Objection Period, Buyer and the Sellers shall use good faith efforts to resolve all disputes regarding Sellers' objections set forth in the Notice of Objection. If Buyer and the Sellers are not able to resolve all disputes regarding the Sellers' objections set forth in the Notice of Objection within thirty (30) calendar days after the Sellers delivery of the Notice of Objection, the remaining disputed items shall be submitted for final resolution to a nationally recognized accounting firm selected by mutual agreement of Buyer and the Sellers (the "Independent Accountants") at Buyer's sole cost and expense. After offering the Sellers and Sellers' representatives and Buyer and Buyers' representatives the opportunity to present their positions as to the disputed items which opportunity shall not extend for more than 10 calendar days after the Independent Accountants have been selected, the Independent Accountants shall resolve all disputed items within thirty (30) calendar days after the Sellers and Buyer have presented their positions as to the dispute items. Such resolution shall be final, conclusive and binding upon the parties to this Agreement and shall be reflected if any necessary revisions to the Closing Date Balance Sheet and Buyer's calculation of the Closing Net Quick. Notwithstanding anything in this Agreement to the contrary, the scope of the Independent Accountants' review of any dispute between Buyer and the Sellers regarding the Closing Date Balance Sheet or the calculation of Closing Net Quick pursuant to this Section 2.3(d) shall be limited solely to the resolution of the Sellers' objections set forth in the Notice of Objection and Buyer shall have no right to change, revise or otherwise modify the Closing Date Balance Sheet except as agreed to in writing by the Sellers or as required by the Independent Accountants, and Sellers shall have no

right to change, revise or otherwise modify the Notice of Objection, except as agreed in writing by Buyer.

(e) Once the Closing Net Quick is finally determined pursuant to this Section 2.3, an adjustment will be made as follows: (i) if all liabilities of the Company as of the date of Closing ("Closing Liabilities") exceed the Closing Net Quick amount, Sellers shall pay to Buyer an amount equal to the difference between the Closing Net Quick and the Closing Liabilities. "Payment Date" shall mean: (i) if no Notice of Objection is timely delivered by the Sellers to Buyer, three Business Days after the earlier of (A) the expiration of the Objection Period and (B) the date of delivery by the Sellers to Buyer of a Notice of Objection that Buyer's calculation of the Closing Net Quick will be accepted without objection; or (ii) if a Notice of Objection is timely delivered by the Sellers to Buyer, three Business Days after the date all disputed items are finally resolved pursuant to Section 2.3(d).

(f) The amount, if any, payable to the Buyer pursuant to this
Section 2.3, as ultimately determined in accordance with this Section 2.3, shall bear interest from the Closing Date until the date of payment at the rate of six percent (6%) per annum.

ARTICLE III

CLOSING AND DELIVERIES

3.1 CLOSING. The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Kaye, Scholer, Fierman, Hays & Handler, LLP, 425 Park Avenue, New York, New York 10022, on the third Business Day following the satisfaction or waiver of each of the conditions set forth in Article VIII (other than those conditions that are to be satisfied at the Closing), or on such other date or at such other time and place as the parties shall mutually agree in writing (the "Closing Date"). All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

3.2. DELIVERIES BY THE SELLERS. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following items:

(a) One or more certificates, representing the Purchased Shares accompanied by duly executed stock powers in proper form for transfer;

(b) The organizational documents of the Company certified as of the most recent practicable date by the Secretary of State or the comparable Governmental Authority of the jurisdiction of its organization;

(c) A Certificate of the Secretary of State or comparable Governmental Authority of the jurisdiction of its organization as to the good standing as of the most recent practicable date of the Company in such jurisdiction and a certificate of good standing as of the most recent

practicable date from the appropriate Governmental Authority in each state where the Company is qualified to do business;

(d) A certificate of the Secretary of the Company certifying as to the bylaws of the Company and as to the resolutions of the Company authorizing this Agreement and the transactions contemplated hereby;

(e) A certificate from an officer of the Company to the effect that the conditions set forth in Sections 8.2(a) and (b) have been satisfied;

(f) The resignation of Tony Slevira and Judith Eve Faber as officers of the Company and each of the members of the Board of Directors of the Company, each effective upon Closing;

(g) A certificate of the Treasurer of the Company certifying as to the aggregate amount of Closing Date Indebtedness, together with payoff letters setting forth in reasonable detail the payoff amounts for all Closing Date Indebtedness to be repaid in accordance with Section 2.2;

(h) The executed Voting Trust Agreement in the form attached hereto as Exhibit B; and

(i) The executed Right of First Refusal Agreement in the form attached hereto as Exhibit C.

3.3. DELIVERIES BY BUYER. At the Closing, Buyer shall deliver or cause to be delivered to the Sellers the following items:

(a) The Purchase Price, paid by wire transfer of immediately available funds in accordance with Section 2.2.;

(b) A certificate of an officer of Buyer to the effect that the conditions set forth in Sections 8.1(a) and (b) have been satisfied;

(c) The duly executed Promissory Notes in the form attached as Exhibit A hereof; and

(d) Employment Agreements between the Company and Juan Estaban Rodriguez and Judy Faber and a Consulting Agreement between the Company and Tony Slevira in substantially the form attached hereto as Exhibit D hereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Buyer as of the date of this Agreement as follows:

4.1 ORGANIZATION AND STANDING. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business, and in good standing, in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on the Company. For purposes of this Agreement, the term "Material Adverse Effect" means, with respect to the Company or Buyer, a material adverse effect on the business, assets, liabilities or financial condition of such party taken as a whole.

4.2. AUTHORIZATIONS, VALIDITY AND EFFECT. The Company has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such other agreements and documents, and the consummation of the transactions contemplated herein and therein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company. This Agreement has been duly and validly executed and delivered to the Company and represents the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by (a) applicable bankruptcy reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors rights generally from time to time in effect and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity).

4.3 CAPITALIZATION. The authorized capital stock of the Company consists of 200 shares of Common Stock, no par value (the "Shares"), of which 200 shares are issued and outstanding. All of the issued and outstanding Shares are duly and validly issued and outstanding and are fully paid and nonassessable. The Shares have not been issued in violation of, and are not subject to, and there are no outstanding Options relating to the Shares. Except as set forth in Schedule 4.3, there are no authorized or outstanding Options under which the Company may be obligated to issue or sell any shares of capital stock of any other securities or equity interests in the Company. The Shares represent the only issued and outstanding shares of capital stock of the Company. Except as set forth in Schedule 4.3, there are no agreements, commitments or contracts relating to the issuance, sale or transfer of any equity securities or other securities of the Company.

4.4 NO CONFLICT; REQUIRED FILINGS AND CONSENTS. Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated herein, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws of the Company, or (ii) except as set forth in Schedule 4.4, constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of any Lien upon any property or assets of the Company, pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Company is a party or by which Company or assets may be subject, and to the actual knowledge of Juan Estaban Rodriguez, Judy Faber and Tony Slevira (the "Company's Knowledge"), violate any Order or Law applicable to the Company or any of its respective properties or assets.

4.5 FINANCIAL STATEMENTS. The compiled balance sheet of the Company as of December 31, 1998 and the related compiled statements of operations, shareholders' equity and cash flows for the period ended December 31, 1998 (the "Company Financial Statements"), all of which have been delivered to Buyer, fairly present the financial position and the results of operations and cash flows of the Company as of the date and for the period indicated.

4.6 NO UNDISCLOSED LIABILITIES. The Company has no liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) that are not fully reflected or reserved against in the Company Financial Statements, except for (a) liabilities and obligations identified in Schedule 4.6 and (b) liabilities and obligations incurred in the ordinary course of business and consistent with past business practice since the date of the Company Financial Statements.

4.7 TAXES. The Company has filed extensions for all federal and state tax returns for 1998 and has made adequate provision for the payment of all taxes, if any, that may be shown on such returns to be owed by it, including those with respect to income, withholding, social security, unemployment, workers compensation, franchise, ad valorem, premium, excise and sales taxes and any interest and penalties thereon ("Taxes"). Except as set forth on Schedule 4.7, the Company is not a party to any pending Action, nor, to the Company's Knowledge, is any such Action threatened by any Governmental Authority for the assessment or collection of taxes, interest, penalties or deficiencies that would reasonably be expected to have a Material Adverse Effect on the Company.

4.8 PROPERTIES. Except as disclosed or reserved against in the Company Financial Statements, the Company has good and valid title to all of the properties and assets, tangible or intangible, reflected in the Company Financial Statements as being owned by the Company as of the dates thereof, free and clear of all Liens except such imperfections or irregularities of title, Liens or defaults that are publicly disclosed or do not affect the use thereof in any material respect and statutory Liens security payments not yet due.

4.9 REAL PROPERTY. Company does not own nor does the Company have any interest in Real Property.

4.10 LEASES. Company does not have any vehicle leases or subleases nor lease or subleases pursuant to which the Company leases personal property.

4.11 PERSONAL PROPERTY. Schedule 4.11 specifically identifies as such and contains a complete description of all of the Company's machinery, equipment and other tangible personal property which are used in the operation of the Company's business (collectively, the "Material Equipment").

4.12 COMPLIANCE WITH LAWS. Except as set forth in Schedule 4.12 of the Company.

(i) is in material compliance with all Laws and Orders applicable to its business or employees conducting its business; and

(ii) has received no notification or communication from any Governmental Authority (A) asserting that the Company is not in compliance with any Law or (B) threatening to revoke any Permit of any Governmental Authority.

4.13 EMPLOYEE BENEFIT PLANS. Company has no "Employee Benefit Plans," as described under Section 3(3) of ERISA, or retirement, pension, profit-sharing, thrift, savings, target benefit, cash or deferred, multiple employer, multiemployer or other similar plan or program, a "phantom stock" or similar arrangement, or other program providing payment or reimbursement for or of medical, dental or vision care, psychiatric counseling, or vacation, sick, disability or severance pay, or other "fringe benefit" plan or welfare plan arrangement.

4.14 MATERIAL CONTRACTS. Set forth in Schedule 4.14 is a list, as of the date hereof, of the following agreements (the "Material Contracts"):

(a) Each partnership or joint venture agreement to which the Company is a party;

(b) Each agreement limiting the right of the Company to engage in or compete with any Person in any business or in any geographical area;

(c) Each agreement or other arrangement of or involving the Company with respect to indebtedness for money borrowed, including letters of credit guaranties, indentures, swaps and similar agreements;

(d) Each management, consulting, severance or similar agreements, and each employment agreement to which the Company is a party;

(e) Each collective bargaining agreement to which the Company is a party;

(f) Each other Contract that is material to the Company.

Each of the Material Contracts is in full force and effect and is a legal, valid and binding contract or agreement, and to the Company's knowledge there is no default or breach or any event that with the giving of notice or lapse of time or both would result in a material default or breach by the Company or, to the Company's Knowledge, any other party, in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof, that, individually or in the aggregate, would have a Material Adverse Effect on the Company.

4.15 LEGAL PROCEEDINGS. As of the date of this Agreement, except as set forth in Schedule 4.15, there are no Actions instituted or pending, or to the Company's Knowledge, threatened, against the Company, or against any property, asset, interest or right of Company. The Company is not subject to any Order other than as set forth in Schedule 4.15.

4.16 NO BROKERS. No broker, finder or similar agent has been employed by or on behalf of the Sellers or the Company, and no Person with which the Sellers or the Company has had any dealings or communications of any kind is entitled to any brokerage commission, finder's fee or any similar compensation in connection with this Agreement or the transaction contemplated hereby.

The Sellers shall indemnify the Buyer and hold Buyer harmless from and against any and all claims, demands, causes of action , losses, damages, liabilities, costs and expenses (including, without limitation, attorneys' fees and disbursements) suffered or incurred by Buyer arising out of or in connection with a breach by the Company of the representation contained in this Section 4.13.

4.17 TRADEMARKS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS AND DATA PROCESSING SYSTEMS. All trademarks, service marks, trade names and copyrights and other registrable or licensed intellectual property used by the Company in the conduct of its business is described in Schedule 4.17. Except as set forth in Schedule 4.17, the Company has either (i) the right to use or (ii) a valid ownership interest in each of such trademarks, service marks, trade names, copyrights and other registrable or licensed intellectual property identified in Schedule 4.17. The Company has no Knowledge of the infringement by any Person of any such trademark, service mark, trade name or copyright. Except as set forth in Schedule 4.17, all of such trademarks, service marks, trade names and copyrights that have been registered with the United States Patent and Trademark Office, the United States Copyrights Office, or the patent, copyright, trademark or related office of subdivision of any state are valid and enforceable and are currently in material compliance with all formal legal requirements (including the timely post registration filing of affidavits of use and in consideration and renewal applications).

4.18 INSURANCE. Schedule 4.18 sets forth all policies of insurance covering the Company and its business and such policies are in full force and effect.

4.19 PERSONNEL.

(a) Employees and Compensation. Schedule 4.19 contains a true and complete list of all employees of the Company, their job titles and current salary.

(b) Labor Relations. Except as set forth in Schedule 4.14, the Company is not a party to or subject to any collective bargaining agreements. Except as set forth in Schedule 4.19, the Company has complied in all material respects with all Laws relating to the employment of labor, including those related to wages, hours, collective bargaining, occupational safety, discrimination, and the payment of social security and other payroll related taxes and it has not received any written notice alleging that it has failed to comply in any material respect with any such Laws. As of the date hereof, except as set forth in Schedule 4.14, no labor union or other collective bargaining unit represents, or to the Company's Knowledge, claims to represent any of its or any Subsidiary's employees. As of the date hereof except as set forth in Schedule 4.19, there is no union campaign being conducted to solicit cards from employees to authorize a union to request a National Labor Relations Board certification election with respect to the Company's employees.

4.20 CONDUCT OF BUSINESS IN ORDINARY COURSE. Except for the transactions contemplated hereby, since December 31, 1998, the Company has conducted its business and operations in the ordinary course of business consistent with past practices in all material respects and has not:

(a) made any sale, assignment, lease, or other transfer of any of its properties other than obsolete assets no longer used in the operation of its business or other assets sold or

disposed of in the normal and usual course of business with suitable replacement being obtained thereof;

(b) canceled any debts owed to or claims held by the Company, except in the normal and usual course of business;

(c) suffered any material write-down of the value of any assets or any material write-off as uncollectible of any accounts receivable; or

(d) suffered any Material Adverse Effect on the Company.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller, severally but not jointly, represents and warrants to Buyer as of the date of the Agreement as follows:

5.1 AUTHORITY. Such Seller has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein, and this Agreement has been duly executed and delivered by such Seller pursuant to all necessary authorization and is the legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors rights generally from time to time in effect and (ii) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity).

5.2 TITLE. Each of the Sellers (i) is the record and beneficial owner of all of the Purchased Shares set forth opposite his, her or its name on Schedule 5.2; (ii) has full power, right and authority, and any approval required by Law, to make and enter into this Agreement and to sell assign, transfer and deliver the Purchased Shares and the Remaining Shares to Buyer, and (iii) has good and valid title to the Purchased Shares and the Remaining Shares set forth opposite his, her or its name on Schedule 5.2 free and clear of all Liens and Options (other than Liens which shall be released at the Closing upon repayment of the Closing Date Indebtedness). Upon the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof, Buyer shall acquire good and marketable title to the Purchased Shares, free and clear of all Liens.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Company and the Sellers as of the date of this Agreement as follows:

6.1 INVESTMENT INTENT. The Shares are being purchased for its own account and not with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933.

6.2 ORGANIZATION AND STANDING. Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to own, operate and lease its properties and to carry on its business as presently being conducted.

6.3 AUTHORIZATION, VALIDITY AND EFFECT. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such other agreements and documents, and the consummation of the transactions contemplated herein and therein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and represents the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally from time to time in effect and (ii) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity).

6.4 NO CONFLICT; REQUIRED FILINGS AND CONSENTS. (a) Neither the execution and delivery of this Agreement by Buyer, nor the consummation by Buyer of the transactions contemplated herein, nor compliance by Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws or equivalent organizational documents of Buyer, (ii) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of any Lien upon, any property or assets of Buyer or, pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be subject, and that would, in any such event, have a Material Adverse Effect on Buyer, or (iii) violate any Order or law applicable to Buyer or any of its properties or assets.

(b) No notice to or filing with, authorization of, or Consent of any Governmental Authority is necessary for the consummation by Buyer of the transactions contemplated in this Agreement.

6.5 LEGAL PROCEEDINGS. There are no Actions instituted or pending, or to Buyer's Knowledge threatened, against Buyer, or against any of its properties, assets, interests or rights that would have either individually or in the aggregate, a Material Adverse Effect on Buyer if adversely decided. Buyer is not subject to any Order that would have a Material Adverse Effect on Buyer.

6.6 INTENTIONALLY DELETED.

6.7 NO BROKERS. No broker, finder or similar agent has been employed by or on behalf of Buyer, and no Person with which Buyer has had any dealings or communications of any kind is entitled to any brokerage commission, finder's fee or any similar compensation in connection with this Agreement or the transactions contemplated hereby. Buyer shall indemnify the Sellers and the Company and hold the Sellers and the Company harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including without limitation, attorneys' fees and disbursements) suffered or incurred by the Seller arising out of or in connection with a breach by Buyer of the representation contained in this Section 6.7.

ARTICLE VII

COVENANTS AND AGREEMENTS

7.1 INTERIM OPERATIONS OF THE COMPANY. (a) Prior to the Closing Date, Sellers shall not nor shall they permit the Company to:

(i) grant any increase in compensation or benefits to its employees or to its officers, except for increases which do not exceed in the aggregate the amount set forth in the Company's budget for the then current year with respect to such increases; pay any bonus compensation except in the ordinary course consistent with past practice or in accordance with the provisions of any applicable program or plan adopted by the Board of Directors of the Company prior to the date hereof; enter into or amend the terms of any severance agreements with its officers (unless such change is required by applicable Law); provided, however, that nothing in this Section 7.1(a)(i) shall prevent the payment or other performance of any award or grant made prior to the date hereof and disclosed in the schedules hereto or pursuant to this Agreement;

(ii) hire or terminate any employee who is a department head or whose salary is $20,000 or greater, amend any existing employment contract between the Company and any person having a salary thereunder in excess of $20,000 per year (unless such amendment is required by Law) to increase the compensation or benefits payable thereunder or enter into any new employment contract with any person having a salary thereunder in excess of $20,000 that the Company does not have the unconditional right to terminate without liability (other than liability for services already rendered) at any time on or after the Closing Date;

(iii) adopt any new employee benefit plan or make any change in or to any existing Plans and other than any such change that (A) is required by Law, or (B) in the opinion of counsel is necessary or advisable to maintain the tax qualified status of any such Plan.

(iv) sell, lease, abandon or otherwise dispose of any of its material assets or properties (including capital stock), except in the ordinary course of business consistent with past practice;

(v) other than in the ordinary course of business consistent with past practices, incur or, assume indebtedness in excess of $10,000, or make any payment with respect to any

obligation for money borrowed before such payment is due in excess of $10,000 except as may be necessary, due to possible transmittal delays, to assure that payment will be timely made;

(vi) guarantee any Indebtedness of any Person;

(vii) mortgage or otherwise encumber or subject to any Lien any properties or assets owned by the Company except for such of the foregoing as are in the normal course of business consistent with past practice and would not have, individually or in the aggregate, a Material Adverse Effect on the Company;

(viii)make any change to its accounting (including tax accounting) methods, principles or practices, except as may be required by GAAP or of the type consistent with past practices;

(ix) make any amendment to its articles of incorporation;

(x) issue or sell any capital stock of the Company or split, combine or subdivide the capital stock of the Company;

(xi) merge or consolidate with any other corporation or entity or acquire or agree to acquire any stock or substantially all of the assets of any other Person;

(xii) declare or pay any dividends, or declare or make any other distributions of any kind to its shareholders, or make any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock, except for distributions to shareholders of the Company for the payment of income taxes payable by the shareholders of the Company in respect of taxable income by them which is attributable to the Company's income (which shall not be duplicative of any loan or advance made with respect to such income taxes pursuant to Section 7.1(a)(xiv) and for distributions in connection with estate planning activities which are funded through the incurrence of Indebtedness;

(xiii) terminate or fail to renew any Contract relating to the assets, liabilities, business, operations, financial condition or results of operations of the Company other than in the ordinary course of business or which would not have a Material Adverse Effect on the Company;

(xiv) make any loan or advance to Sellers or any directors, officers or employees, consultants, agents or other representatives of any of the Sellers and the Company, or make any other loan or advance otherwise than in the ordinary course of business, except for any loans or advances to shareholders for payment of income taxes payable by the shareholders of the Company in respect of taxable income payable by them which is attributable to the Company's income (which shall not be duplicative of any distribution made with respect to such income taxes pursuant to Section 7.1(a)(xvi) and for loans or advances in connection with estate planning activities which are funded through the incurrence of Indebtedness; or

(xv) delay or postpone the payment of accounts payable and other liabilities or institute any unusual or accelerated collection efforts with respect to its accounts receivable, in each case, beyond its normal practice.

7.2 REASONABLE ACCESS; CONFIDENTIALITY. (a) From the date hereof until the Closing, the Sellers shall cause the Company to give Buyer and its representatives, upon reasonable notice to the Company and during normal business hours, full and complete access to the assets, properties, books, records, agreements and employees and advisors of the Company and shall cause the Company to permit Buyer to make such inspections as it may reasonably require and to furnish Buyer during such period with all such information relating to the Company as Buyer may from time to time reasonably request.

(b) Any information provided to or obtained by Buyer pursuant to paragraph (a) above or obtained by Buyer prior to the date hereof from the Company, the Sellers or any agent thereof, shall be held by Buyer in strict confidence and used only in connection with evaluating the transaction contemplated by this Agreement.

(c) Following the Closing, the Sellers agree to retain in confidence, and to require its professional representatives and agents (collectively, "Seller Representatives") to retain in confidence information concerning the Company and further agrees that, at the Closing, it will not use for its own benefit and will not use or disclose to any party, or permit the use or disclosure to any third party of, any such information, except that Sellers may disclose the information to those of the Seller Representatives who use information for the property performance of their assigned duties with respect to the consummation of the transactions contemplated hereby and the preparation of appropriate Tax Returns. In making such information available to its Representatives, the Sellers shall take any and all precautions necessary to ensure that the Seller Representatives use the information only as permitted hereby. Notwithstanding the foregoing, such information may be disclosed (a) if it is required by court order or decree or applicable Law or in connection with the preparation of Tax Returns, (b) if it is ascertainable or obtained from public information, or (c) it is received from a third party not known to the recipient to be under an obligation to keep such information confidential. If any Seller shall be required to disclose any such information by operation of Law (other than in connection with the preparation of Tax Returns), such Seller shall give Buyer prior notice of the making of such disclosure and shall use all reasonable efforts to afford Buyer an opportunity to contest the making of such disclosure.

7.3 PUBLICITY. The Company, the Sellers and Buyer shall make a joint press release announcing in general terms the business relationship between the parties that shall be acceptable to each of the Company, the Sellers and Buyer. No other publicity release or announcement concerning the transactions contemplated hereby shall be issued by either party without the advance written consent of such other party, except any government filings as may be required by applicable Law.

7.4 TAX MATTERS. From and after the Closing:

(a) Sellers and Buyer shall (i) each provide the other and shall cause their respective accountants to provide the other party's accountant, and Buyer shall cause the Company to provide Sellers, with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, or the conduct of any audit or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes; (ii) each retain and provide the other and shall cause their respective accountants to provide the other party's accountant, and Buyer shall cause the Company to retain and provide Sellers with, any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause the Company to retain, and Sellers shall retain, until the applicable statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such returns for all Tax periods or portions thereof ending before or including the Closing and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy same at the cost of such other party.

(b) Sellers shall be responsible for payment of all individual income taxes associated with the sale of stock contemplated hereby and for preparing income tax returns with respect thereto.

(c) The Company shall be responsible for preparing income tax returns with respect to the Company, for all periods commencing prior to and ending on or before the Closing Date, and shall be responsible for payment of all income taxes of the Company that becomes due and payable prior to the Closing Date, and Buyer shall be responsible for payment of all Taxes of the Company for all taxable periods (pre- and post-Closing) that become due and payable after the Closing Date, and for preparing and filing all Tax Returns with respect to the Company for all periods commencing on the Closing Date and ending thereafter.

(d) For any Tax period that begins on or before and ends after the Closing Date (a "Straddle Period"), for purposes of apportioning a Tax to the portion of such Tax period that ends on the Closing Date, the parties shall treat the day before the Closing Date as the last day of such period; and the Tax for the Tax period that is allocated to the portion of the Tax period ending on the Closing Date shall be (i) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to the period ending on (and including) the Closing Date, based on actual operations of the Company during such period as shown on its Records, and (ii) in the case of a Tax that is not based on income or gross receipts (e.g., real estate or franchise tax), the total Tax for the Straddle Period multiplied by a fraction, the numerator of which is the total number of days in the Straddle Period.

(e) No new elections with respect to Taxes or any changes in current elections with respect to Taxes affecting the Company shall be made after the date of this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld.

(f) Sellers shall pay any state and local sales and stock transfer taxes and all recording costs and fees however styled or designated that are required to be paid in connection with the transfer of the Shares contemplated by this Agreement.

(g) Sellers and Buyer shall provide to each other prompt notice of any audit or similar investigation or proceeding in which the Internal Revenue Services or any other Governmental Authority makes or proposes to make a Tax adjustment to any Tax period of the Company ending on or before the Closing Date. Buyer shall control all other such proceedings.

(h) For federal, state and local Tax purposes, Buyer and the Company shall treat the transactions contemplated by this Agreement as resulting in carry-over basis treatment for the Company, and Buyer shall not take any action inconsistent with such treatment before or after the Closing.

7.5 RECORDS. With respect to the financial books and records and minute books of the Company relating to matters on or prior to the Closing Date: (a) for a period of ten (10) years after the Closing Date, Buyer shall not cause or permit their destruction or disposal without first offering to surrender them to the Sellers, and (b) where there is legitimate purpose, including, without limitation, an audit of any of the Sellers by the Internal Revenue Service or any other taxing authority, Buyer shall allow the Sellers and their respective representatives access to such books and records during regular business hours.

7.6 EXCLUSIVE DEALING. The Company agrees that form the date hereof until the earlier of (a) the termination of this Agreement in accordance with Article IX hereof and (b) the Closing, neither the Company nor Sellers will directly or indirectly (i) initiate, discuss or negotiate any sale or merger of the Company or the Company assets or entertain any inquiries concerning the foregoing, or
(ii) provide any information relating to the Company or the Company assets or any aspects of its business to any person or entity, with the exception of information necessary to comply with the requirements of any Governmental Authority.

7.7 UPDATING SCHEDULES. In connection with the Closing, the Company and Buyer will promptly supplement or amend the various Schedules to this Agreement to reflect any matter which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such Schedules or which is necessary to correct any information in such Schedules which was or has been rendered inaccurate thereby. No such supplement or amendment to the Schedules shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article VIII hereof, or the compliance by any party hereto with its covenants and agreements set forth herein.

7.8 GUARANTEES. On or prior to the Closing, the Company shall cause any guarantees issued by the Company between the date of this Agreement and the Closing Date to have been terminated.

ARTICLE VIII

CONDITIONS TO CLOSING

8.1 CONDITIONS TO OBLIGATIONS OF THE COMPANY AND SELLERS. The obligations of the Company and the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

(a) The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all respects (provided that any representation or warranty of Buyer contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall not be so qualified for purposes of determining the existence of any breach thereof on the part of Buyer) as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date), except for such breaches that would not, individually or in the aggregate with other breaches on the party of Buyer materially adversely affect the ability of Buyer to consummate the transactions contemplated hereby.

(b) Each of the agreements and covenants of Buyer to be performed and complied with by Buyer pursuant to this Agreement prior to the Closing Date shall have been duly performed and complied with in all material respects.

(c) Buyer shall have delivered to the Company a certificate, dated as of the Closing Date and signed on its behalf by its officer and its chief financial officer, as to the satisfaction by it of the conditions set forth in Sections 8.1(a) and 8.1(b).

8.2 CONDITIONS TO OBLIGATION OF BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

(a) The representations and warranties of the Company and Sellers set forth in this Agreement shall be true and correct in all respects (provided that any representation or warranty of the Company contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall not be so qualified for purposes of determining the existence of any breach thereof on the part of the Company) as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date), except for such breaches that would not, individually or in the aggregate with other breaches on the part of Company, reasonably be expected to have a Material Adverse Effect on the Company.

(b) Each of the agreements and covenants of the Company to be performed and complied with by the Company pursuant to this Agreement prior to the Closing Date shall have been duly performed and complied with in all material respects.

(c) The Company shall have delivered to Buyer a certificate, dated as of the Closing Date and signed on its behalf by an officer of the Company, as to the satisfaction by it of the conditions set forth in Sections 8.2(a) and 8.2(b).

(d) Between the date of this Agreement and the Closing Date, no change or event shall have occurred which has had a Material Adverse Effect on the Company.

(e) Buyer shall have received a certificate signed by the Treasurer of the Company setting forth the aggregate amount of Closing Date Indebtedness.

ARTICLE IX

INDEMNIFICATION; REMEDIES

9.1 SURVIVAL. The representations and warranties in this Agreement shall survive for the time period set forth in Section 11.10 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, and the covenants and obligations contained in this Agreement will not be affected by any investigation conducted with respect to any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants and obligations.

9.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company and their representatives, stockholders, controlling persons and affiliates (collectively, the Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonably attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

(a) Any Breach of any representation or warranty made by Sellers in their capacity as stockholders in this Agreement and the schedules hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; or

(b) Any Breach by any Seller of any covenant or obligation of such Seller in this Agreement; or

(c) Any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Sellers or the Company (or any Person acting on their behalf) in connection with any of the transactions contemplated by this Agreement.

(d) Any taxes that may become payable after the Closing relating to periods prior to the Closing that were not reflected as Current Liabilities in the Closing Date Balance Sheet.

(e) The indemnification and payment of Damages by Sellers under this Agreement shall be limited to the Purchase Price amount and no more.

9.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificated delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement. The indemnification and payment of Damages by Buyer under this Agreement shall survive for the time period set forth in Section 11.10 hereof.

9.4 ESCROW; RIGHT OF SET-OFF. Upon notice to Sellers specifying in reasonable detail the basis for such set-off, Buyer may set-off any amount to which it may be entitled under this Section 9 against amounts otherwise payable under the Promissory Note. The exercise of such right of set-off by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under the Promissory Note. Neither the exercise of nor the failure to exercise such right of set-off will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.

9.5 PROCEDURE FOR INDEMNIFICATION - THIRD PARTY CLAIMS.

(a) Promptly after receipt by an indemnified party under Section 9.2 or 9.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such actions is prejudiced by the indemnified party's failure to give such notice.

(b) If any Proceeding referred to in Section 9.5 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnifying party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims

made in that Proceeding are within the scope of and subject to indemnification;
(ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of any federal, state or local law, ordinance, regulation, statute or court order, or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party; and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten
(10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party.

(c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

9.5 PROCEDURE FOR INDEMNIFICATION - OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

ARTICLE X

TERMINATION OF AGREEMENT

10.1 TERMINATION. Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time prior to the Closing Date:

(a) by mutual written consent of Buyer and the Company (acting on its own behalf and for the Sellers);

(b) by Buyer or the Company (acting on its own behalf and for the Sellers), upon written notice to the other party, if the transactions contemplated by this Agreement shall not have been consummated on or prior to June 30, 1999 (the "Outside Date"), unless such failure of consummation shall be due to the failure of the party seeking such termination to perform or observe in all material respects the covenants and agreements hereof to be performed or observed by such party; or

(c) by Buyer or the Company (acting on its own behalf and for the Sellers) by reason of the breach by the other in any material respect of any of its representations, warranties,

covenants or agreements contained in this Agreement, which breach continues uncurred for a period of 15 days after notice thereof.

10.2 EFFECT OF TERMINATION. In the event of termination of this Agreement pursuant to Section 10.1, no party shall have any liability or any further obligation to any other party, except as provided in this Section 10.2 and except that nothing herein shall release, or be construed as releasing, any party hereto from any liability or damage to any other party hereto arising out of the breaching party's willful and material breach in the performance of any of its covenants, agreements, duties or obligations arising under this Agreement. The obligations of the parties to this Agreement under Sections 4.16, 6.7, 7.2, 7.3 and 11.1 shall survive any termination of this Agreement.

ARTICLE XI

MISCELLANEOUS AND GENERAL

11.1 EXPENSES. Whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses (including all legal and accounting fees) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses except as expressly provided herein (it being understood that all such costs and expenses incurred by the Company and Sellers in connection herewith shall be borne by the Company, subject to the provisions of Section 2.3).

11.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but shall not be assignable by either party hereto without the prior written consent of the other party hereto.

11.3 THIRD PARTY BENEFICIARIES. Each party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto.

11.4 NOTICES. Any notice or other communication provided for herein or given hereunder to a party hereto shall be sufficient if in writing, and sent by facsimile transmission (electronically confirmed), delivered in person, mailed by first class registered or certified mail, postage prepaid, or sent by Federal Express or other overnight courier of national reputation, addressed as follows:

If to Buyer:      Spanish Broadcasting System, Inc.
                  3191 Coral Way
                  Suite 805
                  Miami, Florida  33145
                  ATTN:  Raul Alarcon, Jr.

With copies       Jason L. Shrinsky, Esq.
                  Kaye, Scholer, Fierman, Hays & Handler, LLP
                  901 15th Street, N.W.
                  Suite 1100
                  Washington, D.C.  20005

If to Company:    JuJu Media, Inc.
                  250 West 26th Street
                  New York, New York  10001
                  ATTN: Juan Estaban Rodriguez

If to Sellers:    Juan Esteban Rodriguez
                  2900 St. Teresa Avenue
                  Apt. 4A
                  Bronx, New York 10461

                  Judith Eve Faber
                  11 Maiden Lane
                  Apt. 3A
                  New York, New York 10038

                  Mr. Tony Slevira
                  26 Slocum Street
                  New Rochelle, New York 10801

With copies to:   Mauricio F. Paez, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, New Jersey  07068

or to such other address with respect to a party as such party shall notify the other in writing as above provided.

11.5 COMPLETE AGREEMENT. This Agreement and the schedules hereto and the other documents delivered by the parties in connection herewith contain the complete agreement between the parties hereto with respect to the transactions contemplated hereby and thereby and supersede all prior agreements and understandings between the parties hereto with respect thereto.

11.6 CAPTIONS; REFERENCES. The captions contained in this Agreement are for convenience of reference only and do not form a part of this Agreement. When a reference is made in this Agreement to a clause, a Section or an Article, such reference shall be to a clause, a Section or Article of this Agreement unless otherwise indicated.

11.7 AMENDMENT. This Agreement may be amended or modified only by an instrument in writing duly executed by the parties to this Agreement.

11.8 WAIVER. At any time prior to the Closing Date, the parties hereto may
(a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (c) waive compliance with any of the agreements or conditions contained herein, to the extent permitted by applicable Law. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a writing signed on behalf of such party.

11.9 GOVERNING LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its rules of conflict of laws. Any claim, dispute or disagreement arising out of, connected with or in respect of this Agreement may be brought only in the courts of the State of New York or the federal courts within the State of New York, which courts shall have exclusive jurisdiction thereof, and each party hereby waives any claim that such courts do not have jurisdiction or are an inconvenient forum.

11.10 SURVIVAL OF INDEMNIFICATION, REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and warranties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement and the rights of indemnification of any party for breach thereof as specified in Section 9.2(a) and 9.3(a) shall survive the Closing Date for a period of three (3) years, except for the representations and warranties set forth in Sections 4.2, 4.3, 5.1 and 5.2 which shall survive forever and for which indemnification will be available forever. This Section 11.10 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing Date.

11.11 SEVERABILITY. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

11.12 BEST EFFORTS; FURTHER ASSURANCES. Subject to the terms and conditions herein provided, each of the parties hereto shall use its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things that are commercially reasonable, and proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. Each of the Company and the Buyer will use their respective best efforts to obtain consents of all Governmental Authorities and third parties necessary to the consummation of the transactions contemplated by this Agreement. In the event that at any time after Closing any further action is necessary to carry out the purposes of this Agreement, the Sellers or the Buyer and the proper directors or officers of the Buyer, as the case may be, shall take all such action without any further consideration therefor.

11.13 ENFORCEMENT OF AGREEMENT. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the

terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity.

11.14 COUNTERPARTS. This Agreement may be executed in original or by facsimile in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one instrument.

ARTICLE XII

PROTECTION OF REMAINING SHAREHOLDERS

12.1 PURCHASE RIGHTS. In the event that after the Closing the Company shall propose to issue any additional shares of common stock or any securities convertible into common stock of the Company, then the Company shall deliver notice thereof to each holder of record of Remaining Shares and each such holder shall have a right, exercisable for a period of twenty days after notice of such proposed issuance, to purchase such number of shares of the common stock or securities convertible into common stock being offered as would result in such holder's holding the same percentage interest in the common stock (assuming the conversion of all convertible securities being offered if any) of the Company as such holder held immediately prior to such issuance at the same price the Company is proposing to issue said securities; provided however that the right specified herein shall not apply to the following issuances ("Excluded Issuances") of capital stock: (i) securities issued in connection with any debt financing with unaffiliated third parties, (ii) securities issued in connection with an acquisition of an unaffiliated third party (whether by acquisition of stock or by merger consolidation or the acquisition of all or substantially all the assets of such third party, (iii) securities issued in a public offering,
(iv) securities issued to an employee of the Company in connection with his employment with the Company, whether pursuant to an employee stock option plan or otherwise, (v) securities issued in connection with a joint venture, teaming agreement or strategic alliance with an unaffiliated third party or (vi) securities issued upon the exercise or conversion of any of the securities issued pursuant to clauses (i) through (v) above, notwithstanding the above, such right shall terminate upon the occurrence of an initial public offering of common stock of the Company. For the purposes of this Section, in determining a holder's percentage interest in the common stock at any time, such percentage interest shall be calculated without regard to the issuance of any securities issued as Excluded Issuances.

12.2 AFFILIATE TRANSACTIONS TO BE ON ARMS'-LENGTH BASIS. After the Closing, all transactions between the Company and SBS or between Company and any Affiliates of SBS, including, without limitation, sales or purchases of Company securities, shall be on terms as fair and reasonable to the Company as could be obtained by the Company in a comparable transaction with an unaffiliated third party. A good faith determination by the Board of Directors of JuJu that a transaction is in compliance with the preceding sentence, including in making such a determination the consideration by the Board of Directors of JuJu whether or not it believes it needs to obtain an independent valuation, shall be conclusive and binding on the parties hereto.

12.3 NO IMPAIRMENT. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under Sections 12.1 and 12.2 by the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the day and date first above written.

JUJU MEDIA, INC.                          SPANISH BROADCASTING
                                          SYSTEM, INC.
By: /s/ Juan Esteban Rodriquez            By: /s/ Joseph A. Garcia
    ----------------------------------        ----------------------------
     Juan Esteban Rodriguez, President        Joseph A. Garcia, Vice-President
                                              and Chief Financial Officer

SELLERS:

By: /s/ Juan Esteban Rodriguez
    -----------------------------------
    Juan Esteban Rodriguez

By: /s/ Judith Eve Farber
    -----------------------------------
     Judith Eve Farber




By: /s/ Tony Slevira
    -----------------------------------
     Tony Slevira

EXHIBIT 10.34

FORM OF ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of August __, 1999, by and between Spanish Broadcasting System of Florida, Inc.,a Florida corporation ("Seller"), and __________________, a _____________ corporation ("Buyer").

W I T N E S S E T H:

WHEREAS, Seller is the licensee of and owns and operates radio stations WZMQ(FM), Key Largo, Florida and WVMQ(FM), Key West, Florida (collectively, "Stations"), and related licenses and authorizations pursuant to licenses issued by the Federal Communications Commissions ("FCC"); and

WHEREAS, Seller desires to sell certain properties and assets pertaining to the Stations, and Buyer desires to purchase the same, all subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Seller and Buyer agree as follows:

SECTION 1. PURCHASE AND SALE OF PROPERTIES AND ASSETS.

(a) STATIONS' ASSETS. Subject to and in reliance upon the representations, warranties and agreements set forth herein, and subject to the terms and conditions contained herein, on the Closing Date (as defined in
Section 4), Seller agrees to convey, sell, assign, transfer and deliver to Buyer, and Buyer agrees to purchase, accept, assume and, as the case may be, perform the following (collectively, the "Stations' Assets"):

(i) LICENSES AND AUTHORIZATIONS. The licenses, permits and authorizations of the FCC listed on Schedule A attached hereto, together with any renewals, extensions or modifications thereof and additions thereto made between the date of this Agreement and the Closing Date (collectively, the "Licenses"), and the rights of Seller in and to the call letters "WVMQ(FM)" and "WZMQ(FM)".

(ii) AGREEMENTS, ETC. The business agreements, leases and contracts listed individually or by category on Schedule B attached hereto, including any renewals, extensions, amendments or modifications thereof.

(iii) COPYRIGHTS, ETC. All copyrights, trademarks, service marks or other similar rights or modifications thereto listed on Schedule C attached hereto, made by Seller in the ordinary course of business between the date of such schedule and the Closing Date.

(iv) PERSONAL PROPERTY. All good will and all general intangibles and the tangible personal property owned by the Seller and used or useful in the operation of the Stations listed on Schedule D attached hereto.

(v) REAL PROPERTY. All of Seller's right, title and interest in the real property leases described on Schedule E attached hereto.

(vi) PUBLIC FILE. The Stations' local public inspection file together with all its contents.

(b) EXCLUDED ASSETS. It is understood that no corporate records, accounts receivable, bank deposits, other cash equivalents and/or investment securities, contracts of insurance and insurance proceeds of settlement and revenue claims made by Seller relating to property, equipment repaired, replaced or restored by Seller prior to the Closing Date, unless

otherwise specified herein (all of which are hereinafter referred to as "Excluded Property") shall be sold, conveyed or assigned hereunder.

(c) LIENS. Seller agrees that the Stations' Assets to be conveyed on the Closing Date pursuant to this Agreement will be conveyed free and clear of all liens, charges, claims, adverse interests and encumbrances of any kind whatsoever owed to, owned by, accruing to or in favor of any person whatsoever.

(d) LIABILITIES TO BE ASSUMED. Except as otherwise expressly provided in this Agreement and as described on Schedule B attached hereto, Buyer will not assume, incur or be charged with, in connection with the transactions contemplated herein, any liabilities or obligations of any nature whatsoever, contingent or otherwise arising prior to the Closing or liabilities or obligations of Seller in connection with the Closing.

SECTION 2. PURCHASE PRICE. The aggregate purchase price to be paid to Seller by Buyer shall be One Million Dollars ($1,000,000.00) ("Purchase Price") payable as follows:

(a) Upon the execution of this Agreement, Buyer will deposit with __________________________ as Escrow Agent, an escrow deposit ("Escrow Deposit") in the amount of Fifty Thousand Dollars ($50,000) to be held in escrow and deposited in a special interest bearing escrow account and which shall be delivered by said Escrow Agent to Seller at the Closing hereunder to be applied to the Purchase Price pursuant to the terms and conditions set forth in the Escrow Agreement attached hereto as Exhibit 1. The interest earned on the Escrow Deposit shall be the property of Buyer and paid over to Buyer at the closing of the transactions contemplated herein (the "Closing"). In the event that Buyer defaults under this Agreement, the Escrow Deposit shall be forfeited to Seller as liquidated damages. In the event

that there is no Closing of this Agreement and the Buyer is not in default, the Escrow Deposit, plus interest earned thereon, shall be returned to Buyer.

(b) On the Closing Date, Buyer shall pay to Seller by wire transfer of federally available funds the sum of One Million Dollars ($1,000,000.00).

SECTION 3. ADJUSTMENTS AND ASSUMPTIONS. The operation of the Stations, and the cash income and the expenses attributable thereto, up to 12:01
A.M. on the Closing Date (the "Adjustment Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses such as power and utility charges, lease rents, frequency discounts, prepaid time sales agreements, wages, commissions, vacation pay, payroll taxes and fringe benefits or employees of the Seller who enter the employment of Buyer, and similar prepaid and deferred items shall be prorated between the Seller and Buyer. All prorations shall be made and paid [insofar as feasible] on the Closing date, with a final settlement within ninety (90) days after the Closing Date.

SECTION 4. THE CLOSING.

(a) FCC CONSENT. Consummation of the transactions contemplated hereunder is conditioned upon the FCC having given its consent in writing to the assignment to Buyer of the FCC licenses and other authorizations set forth in subparagraph 1(a) hereof, and said consent becoming final. For purposes of this Agreement, such consent shall be deemed final when it is no longer subject to timely review by the FCC or by any court or, in the event of reconsideration upon its own motion or otherwise by the FCC to an appeal by any person to any court, upon the decision of such body becoming no longer subject to review. In all events, the Closing shall take place on a date not later than three (3) days from June 30, 2000 ("Outside Closing Date").

(b) FCC APPLICATION. On or before September 15, 1999, the parties shall file an application requesting FCC consent to the transactions involved herein. The parties hereto shall each bear their own legal fees and any and all costs and expenses not specified herein with respect to the sale and purchase of the assets covered by this Agreement. All FCC filing fees shall be paid by Seller.

(c) FAILURE OF FCC CONSENT. If the FCC has failed or refused to grant its consent to the assignment of the Licenses (as hereinafter defined) for a period of longer than nine months following the filing of the application, or if the application for consent to assignment of the Licenses is designated for hearing, Buyer may terminate this Agreement upon ten (10) days prior written notice to Seller, provided that the Buyer is not in material default or breach at the time of said notice. In no event shall the Closing take place later than the Outside Closing Date, unless mutually agreed to by the parties. The termination pursuant to this subsection shall not relieve either party of any liability previously incurred because of a party being in material default pursuant to the terms and conditions of this Agreement.

(d) CLOSING. The date of the Closing and the time thereof (herein referred to as the "Closing Date"), shall be set by Seller. The Closing shall take place at the office of Seller.

(e) CONTROL OF THE STATIONS AND ACCESS TO INFORMATION. Until the Closing, Seller shall have complete control of the Stations, their equipment and operation. Buyer shall be entitled, however, to reasonable inspection during normal business hours of the Stations' premises and Stations' Assets.

SECTION 5. SELLER'S REPRESENTATIONS AND WARRANTIES.

Seller represents, warrants and agrees now and as of the Closing as follows:

(a) DUE INCORPORATION. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has the full power and authority to own the Stations' Assets and to carry on the business of the Stations as now being conducted.

(b) AUTHORIZATION OF AGREEMENT; NO BREACH. The execution, delivery and performance of this Agreement has been duly and validly authorized and approved by Seller's Board of Directors and Stockholders, and Seller has the full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Neither such execution, delivery and performance nor compliance by Seller with the terms and provisions hereof will (assuming receipt of all necessary approvals from the FCC) conflict with or result in a breach of any of the terms, conditions or provisions of the Articles of Incorporation or By-Laws of Seller or any judgment, order, injunction, decree, law, regulation, rule or ruling of any court or other governmental authority to which Seller is subject.

(c) LICENSES AND AUTHORIZATIONS. Schedule A attached hereto includes a true and complete list of the Licenses and any other licenses, permits, and authorizations of any governmental or regulatory authority currently held by the Seller for the Stations. The Licenses constitute all of the licenses and authorizations used in the operation of the Stations as now operated and the Licenses are now and on the Closing Date will be in full force and effect and with no material impairment by any act or omission of the Seller. There is not now pending or, to the knowledge of Seller, threatened, any action by or before the FCC to revoke, cancel, rescind, modify, or refuse to renew any of the Licenses, or any investigation, order to show cause, notice of violation, notice of apparent liability of forfeiture or material complaint against Stations or Seller. In the event of any such action, or the filing or issuance of any order, notice or

complaint or knowledge of the threat thereof, Seller shall notify Buyer of same in writing within five (5) business days, and shall take all reasonable measures to contest in good faith or seek removal or recession of such action, order, notice or complaint, and shall pay any sanctions imposed. All material reports, forms, and statements required to be filed by Seller with the FCC with respect to the Stations have been filed and are complete and accurate in all material respects. Stations are now and on the Closing Date will be operating with the Licenses and in compliance with the Communications Act of 1934, as amended, and the rules and policies of the FCC.

(d) PERSONAL PROPERTY. Schedule D attached hereto contains a complete and accurate list, as of the date hereof, of all material tangible personal property and interests therein owned by Seller and used by it in the operation of the Stations and the conduct of their business, except as disclosed in such schedule. The tangible assets included in the Personal Property listed on Schedule D attached hereto are now and will, on the Closing Date, be in proper operating condition, normal wear and tear excepted, and will permit the Stations to operate in accordance with the Rules and Regulations of the FCC and in accordance with the Stations' Licenses. Between the date hereof and the Closing Date, Seller will not transfer, convey or assign to any other person, any of the Personal Property unless, in the case of tangible assets included in the Personal Property, the same are replaced by assets of equal quality and usefulness.

(e) LEASES AND OTHER AGREEMENTS. Schedule D attached hereto contains a complete and accurate list of, or reference to, as of the date hereof, all real estate leases, business agreements, leases and contracts of Seller (except for music license agreements) relating to the assets or operations of the Stations. The agreements, leases and contracts listed on Schedule B attached hereto constitute valid and binding obligations of Seller and, to the best of Sellers's

knowledge, of all other persons purported to be parties thereto and are in full force and effect as of the date hereof.

(f) NO LITIGATION. There is as of the date hereof no suit (at law or in equity), action, legal or administrative, arbitration or other proceeding or governmental investigation pending or as to which Seller has received notice which could, individually or in the aggregate, materially adversely affect the title or interest of Seller in any of the Stations' Assets or the operation of the Stations and conduct of their business.

(g) USE OF PREMISES. The occupancy and use of all leases or owned real property and the occupancy, use and placement of all structure thereon, are not at the present time, in violation in any material respect of any laws, zoning regulations, ordinances, orders or requirement of any federal, state or local governmental authority or in conflict with the rights of any other party therein or thereon.

(h) PUBLIC FILE.Seller maintains a public file for the Stations which will contain all material required by the Rules and Regulations of the FCC on the Closing Date. Seller shall deliver to Buyer at the Closing the public file for the Stations.

(i) INSURANCE. There is presently in force fire and liability insurance with respect to the properties and assets to be transferred and conveyed hereunder. Seller will maintain or cause to be maintained such insurance in full force until the Closing hereunder.

(j) EMPLOYMENT BENEFIT PLANS. Seller does not maintain, or have any present or future obligation or liability with respect to any bonus, deferred compensation, pension, profit-sharing, retirement, severance pay, insurance, stock purchase, stock option, or other fringe benefit plan, as defined in
Section 3(d) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether formal or informal.

(k) LABOR RELATIONS, TERMS AND CONDITIONS OF EMPLOYMENT. Seller has not recognized and has received no demand for recognition by any collective bargaining representative. Seller has substantially complied with and is not in default in any material respect under any laws, rules and regulations relating to employment of labor, including those relating to wages, hours, equal employment opportunities, employment of protected minorities (including women and persons over 40 years of age), collective bargaining and the withholding and payment of taxes and contributions and has withheld all amounts required or agreed to be withheld from wages and salaries of its employees, and is not liable for any arrearage or wages or for any tax or penalty or failure to comply with the foregoing.

(l) TAXES. Seller has filed all federal, state, and local tax returns required by law and has paid all taxes, estimated taxes, interest, assessments, and penalties due and payable. There are no present disputes as to taxes of any nature payment by Seller which in any event could affect any of the Stations' Assets or the operation of the Stations.

SECTION 6. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents, warrants and agrees now and as of the date of Closing as follows:

(a) AUTHORITY AND DUE ORGANIZATION. Buyer will be a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Buyer has all requisite power and authority to own its property and to carry on its business as and where now conducted. Buyer has all requisite power and authority to enter into, perform, and carry out the transactions contemplated by this Agreement, and to execute, perform and carry out the terms and conditions of all documents and instruments executed in connection herewith. All signatures appearing for Buyer at the end of this Agreement are true and genuine, and this Agreement and all other documents or instruments executed by Buyer in connection herewith have been duly

authorized by all necessary corporate action and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.

(b) QUALIFICATION. Buyer has no knowledge of any facts which would, under present law (including the Communications Act of 1934, as amended) and present rules, regulations and practices of the FCC, disqualify Buyer as an assignee of the licenses, permits and authorizations listed on Schedule A attached hereto, or as an owner and/or operator of the Stations' Assets, and Buyer will not take, or unreasonably fail to take, any action which Buyer knows or has reason to know would cause such disqualification. Buyer is financially qualified and able to meet all financial undertakings contracted for herein.

(c) LITIGATION. There is no litigation or proceeding threatened or pending against Buyer that would affect Buyer's ability to carry out this Agreement.

SECTION 7. PERFORMANCE BY BUYER. The obligations of Buyer hereunder are subject to the conditions that:

(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of Seller contained in this Agreement shall be true and correct at the time of the Closing as though made at and as of such time, and each and all of the agreements of the Seller to be performed on or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed, and Seller shall have delivered to Buyer certificates, dated as of the Closing Date, signed by a corporate officer to such effect.

(b) LITIGATION, ETC. No litigation, investigation or proceeding of any kind shall have been instituted or threatened or be pending which would materially adversely affect or relate to the Stations' Assets or the business or operations of the Stations.

(c) FCC LICENSES. At the Closing, the Licenses shall be assigned and transferred to Buyer, and such Licenses shall be free and clear of conditions which would have a material adverse consequence to the operation of the Stations as presently authorized.

(d) CONSENTS. All consents of third parties that are required for the valid and binding assignment from Seller to Buyer of the Stations' contracts, leases of business agreements needed to permit the operation of the Stations in all material respects in the same manner as heretofore or that are required shall be in full force and effect as of the Closing.

(e) LEGAL OPINION. Buyer shall have received an opinion of counsel for Seller, dated the Closing Date, in form and content reasonably acceptable to Buyer's counsel to the effect that:

(i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.

(ii) Seller has full power and authority to enter into and perform this Agreement and the transactions contemplated hereby. Seller has taken all actions necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller and is the valid and binding obligation of Seller enforceable in accordance with its respective terms.

(iii) The execution, delivery and performance of this Agreement by Seller does not and will not, with the passage of time or the giving of notice or both, contravene the Articles of Incorporation or By-Laws of the Seller or to the best of such counsel's knowledge after due inquiry, conflict with or result in a breach, termination or modification of, or a default under any contract, instrument, authorization, license, permit, lease, easement, arrangement or understanding to which Buyer is a party or result in the violation of any law of any order, writ,

injunction, judgment, decree, rule or regulation of any court, administrative agency or governmental body.

(iv) Seller is the authorized legal holder of the Licenses listed on Schedule A attached hereto. The Licenses are in full force and effect to the full extent to which they can be lawfully held under the rules and regulations of the Commission. To the best of such counsel's knowledge, except for administrative rulemaking proceedings of general applicability to the broadcasting industry, (i) there is no litigation, proceeding or investigation of any nature pending against Seller or the Stations affecting Seller or the Stations which may result in a materially adverse effect upon the Stations of the business or operation of the Stations or which seeks to enjoin, prohibit or otherwise challenge the transactions contemplated by this Agreement and (ii) no judgment, award, order or decrees has been rendered against or affecting Seller or the Stations which would result in a materially adverse effect upon the Stations or the business or operation of the Stations.

(f) INITIAL PUBLIC OFFERING. Seller's Initial Public Offering ("IPO") shall have been consummated and Raul Alarcon, Sr. shall have received all payments due to him from the proceeds of the IPO as well as any and all other related benefits in accordance with the terms of his agreements with Seller.

SECTION 8. SELLER'S PERFORMANCE. Seller's performance is subject to:

(a) PAYMENTS, ETC. All payments due to Seller from Buyer as provided for herein in Section 2 shall have been made in accordance with the terms of this Agreement.

(b) REPRESENTATIONS AND WARRANTIES. Each of Buyer's representations and warranties contained herein shall, to the extent applicable, be true at the time of the Closing, as

though made at and as of such time and Buyer shall have delivered to Seller certificates, dated as of the Closing Date, signed by a corporate officer to such effect.

(c) PERFORMANCE. Buyer shall have performed and complied with all agreements, obligations and conditions required by this Agreement to be performed or complied with prior to or at the Closing hereunder.

(d) LITIGATION. No litigation, investigation or proceeding of any kind shall have been instituted or threatened which would adversely affect the financial condition of Buyer to comply with the provisions of this Agreement.

(e) LEGAL OPINION. Seller shall have received an opinion of counsel for Buyer, dated the Closing Date, in form and content reasonably acceptable to Seller's counsel to the effect that:

(i) Buyer is duly organized, validly existing, in good standing and qualified to do business under the laws of the State of Florida, and has all requisite power and authority to conduct business and operations as currently conducted.

(ii) Buyer has all requisite power and authority to execute, deliver and perform under this Agreement and to perform and carry out the transactions contemplated by this Agreement. Buyer has duly taken all actions necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and ratified by Buyer's corporation, and is the valid and binding obligations of Buyer and Buyer's corporation enforceable against each in accordance with its respective terms.

(iii) The execution, delivery and performance of this Agreement by Buyer and as ratified by Buyer's corporation does not and will not, with the passage of time or the giving of notice or both, contravene the Articles of Incorporation of Buyer's corporation or,

to the best of our knowledge after due inquiry, conflict with or result in a breach, termination or modification of, or a default under any contract, instrument, authorization, license, permit, lease, easement, arrangement or understanding to which Buyer or Buyer's corporation is a party or result in the violation of any law or of any order, writ, injunction, judgment, decree, rule or regulation of any court, administrative agency or governmental body.

(iv) No consent, approval or authorization of any person, or any state, local or federal governmental authority, not already obtained and no certificate, notice, application, report or other document required to be filed with any state, local or federal governmental authority which as not already been filed, is required to be obtained or filed prior to or on the Closing Date for the execution and delivery of the Agreement by Buyer and its ratification by Buyer's corporation, or the consummation of the transactions contemplated thereby.

(v) There is no legal action, proceeding or investigation pending or, to the best of our knowledge after due inquiry, threatened, before any court or other governmental body or agency to which Buyer or Buyer's corporation is a party, nor is there any judgement, order, writ, injunction or decree outstanding against Buyer or Buyer's corporation or by which Buyer or Buyer's corporation is subject, bound or affected nor, to the best of Buyer's knowledge, after due inquiry, is there any basis for any such legal action, proceeding, investigation or controversy.

(f) CONSENTS. Buyer and Buyer's corporation shall have used their respective best efforts consistent with commercial reasonableness to assist Seller in obtaining, prior to the Closing Date, all consents and approvals required, if any, for the assignment of the contracts,

leases and business agreements to be assigned hereunder by Seller to Buyer's corporation at Closing.

SECTION 9. RIGHTS OF INDEMNIFICATION.

(a) It is understood and agreed that Buyer does not assume and shall not be obligated to pay, any liabilities of the Seller under the terms of the Agreement or otherwise, and it shall not be obligated to perform any obligations of the Seller, of any kind or manner except by reason of the contracts, leases and business agreements expressly assigned to and assumed by Buyer hereunder. The Seller hereby agrees to indemnify and hold Buyer and its successors and assigns (collectively, "Indemnified Parties", and individually, an "Indemnified Party") harmless for a period of one (1) year from the Closing Date, from and against:

(i) Any and all damage of deficiency resulting from any misrepresentation, breach of warranty, or non-fulfillment of any agreement on the part of the Seller under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to any Indemnified Party pursuant to this Agreement or in connection with any of the transactions contemplated hereby; and

(ii) Any and all actions, suits, proceeding, damages, assessments, judgments, costs and expenses, including reasonable attorney's fees incurred by any Indemnified Party as a result of the failure or refusal of Seller to compromise or defend any claim incident to, or otherwise fail to comply with, the foregoing provisions.

(b) If any claim or liability shall be asserted against any Indemnified Party which would give rise to a claim by such Indemnified Party against Seller for indemnification under the provisions of this Section, such Indemnified Party shall promptly notify the Seller in

writing of the same and give all reasonable cooperation in the defense thereof and the Seller shall be entitled at its own expense to compromise or defend any such claim.

(c) Buyer hereby agrees to indemnify and hold the Seller and its successors and assigns harmless, for a period of one (1) year from the Closing Date, from and against:

(i) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise arising from or related to the ownership or operation of the Stations subsequent to the Closing hereunder including, but not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to the Closing hereunder under any contract or instrument assumed by Buyer hereunder.

(ii) Any and all damage or deficiency resulting from any misrepresentation, breach of warranty, non-fulfillment of any agreement or obligation assumed or required to be assumed by Buyer under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished to the Seller pursuant to this Agreement, or in connection with any of the transactions contemplated hereby.

(iii) Any and all actions, suits, proceedings, damages, assessment, judgments, costs and expenses, including reasonable attorney's fees incurred by Seller as the result of the failure or refusal by Buyer to defend or compromise any claim incident to, or otherwise fail to comply with, any of the foregoing provisions.

(d) If any claim or liability shall be asserted against the Seller which would give rise to a claim by the Seller against Buyer for indemnification under the provisions of this section, the Seller shall promptly notify Buyer of the same and give all reasonable cooperation in the defense thereof and Buyer shall be entitled at its own expense to compromise or defend any such claim.

SECTION 10. RISK OF LOSS. The risk of any loss, damage or destruction to any of the Stations' Assets to be transferred hereunder from fire or other casualty or cause shall be borne by the Seller at all times prior to the Closing Date hereunder excepting that caused by Buyer.

SECTION 11. SELLER'S PERFORMANCE AT CLOSING. At the closing hereunder, the Seller will:

(a) FCC LICENSES. Deliver to Buyer assignments of the licensees and other pertinent authorizations set forth on Schedule A attached hereto, transferring the same to Buyer in customary form and substance.

(b) PERSONAL PROPERTY. Deliver to Buyer a bill of sale and all other appropriate documents and instruments in customary form and substance assigning good and marketable title to all personal property described in Schedule D attached hereto, free and clear of any mortgages, liens, attachments, conditional sales contracts, claims or encumbrances of any kind whatsoever. Seller shall pay all state and local sales tax, if any, due upon such transfer.

(c) ASSIGNMENT OF AGREEMENTS. Deliver to Buyer such assignments and further instruments of transfer a Buyer may reasonably require to effectuate the assignments to it of those business contracts, leases and agreements to be assigned to it as set on Schedule B attached to this Agreement.

(d) ADJUSTMENTS AND PAYMENT. If the adjustments and assumptions provided for in Section 3 hereof result in a net amount owing by the Seller to Buyer, deliver a good check, subject to collection, at the Closing Date.

(e) RESOLUTIONS, ETC. Deliver to Buyer a certified copy of a resolution of the Seller's Board of Directors and stockholders authorizing the execution of this Agreement and the

consummation of the transactions described herein, together with all other consents and approvals which counsel for Buyer may reasonable request.

(f) OTHER DOCUMENTS. Deliver to Buyer such other documents as counsel for Buyer may reasonably request for the purpose of consummating the transactions described herein.

SECTION 12. BUYER'S PERFORMANCE AT CLOSING. At the closing:

(a) PAYMENTS, ETC. Buyer will cause to be delivered to Seller all monies from Buyer as provided for in this Agreement.

(b) ASSUMPTION. Buyer will assume the contracts, leases and business agreements set forth on Schedule B attached hereto.

(c) ADJUSTMENTS AND PAYMENT. Buyer will, if the adjustments and assumptions provided for in Section 3 hereof result in a net amount owing to the Seller by Buyer, deliver a good check, subject to collection, at the Closing.

(d) OPINION. Deliver the written opinion of its counsel, dated as of the Closing Date, pursuant to the provisions of this Agreement.

(e) OTHER DOCUMENTS. Deliver to the Seller such other documents as counsel for Seller may reasonably request for the purpose of consummating the transactions described herein.

SECTION 13. DEFAULT.

(a) In the event of a material breach by Buyer prior to the Closing of any term or condition of this Agreement or any warranty or representation contained herein, Seller may terminate this Agreement and retain as its sole property the Fifty Thousand Dollar ($50,000.00) Escrow Deposit. It is understood and agreed that such sum shall constitute full payment for any

and all damages suffered by Seller by reason of Buyer's failure to close this Agreement. The parties agree in advance that Fifty Thousand Dollars ($50,000.00) is a fair and equitable amount to reimburse for damages sustained due to Buyer's failure to consummate this Agreement because of the above-stated reason and that this provision shall constitute a liquidated damages provision between the parties.

(b) In the event of a material breach by Seller prior to the Closing, Buyer shall have the right to specific performance or to sue for damages.

SECTION 14. MISCELLANEOUS.

(a) SCHEDULES AND EXHIBITS. All schedules and exhibits attached to this Agreement (and all other documents referred to therein) shall be deemed part of this Agreement and incorporated herein, where applicable, as if fully set forth herein.

(b) NO ASSIGNMENT, SUCCESSORS, ASSIGNS, ETC. This Agreement shall not be assigned or conveyed by any party hereto to any other person or entity without the prior written consent of the other parties hereto. This Agreement shall be binding upon and shall inure or the benefit of the parties hereto, their heirs, personal representatives, involuntary successors and assigns.

(c) CONSTRUCTION. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.

(d) COUNTERPARTS. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

(e) NOTICES. Any notice or other communications shall be in writing and shall be considered to have been duly given when personally delivered or deposited into first class certified mail, postage prepaid, return receipt requested:

(i) If to the Seller to:

Spanish Broadcasting System of Florida, Inc. 3191 Coral Way
Suite 805
Miami, Florida 33145 ATTN: Mr. Raul Alarcon, Jr., President and CEO

cc: Jason L. Shrinsky, Esq.

Kaye, Scholer, Fierman, Hays & Handler
901 Fifteenth Street, N.W.
Suite 1100
Washington, D.C. 20005

(ii) If to the Buyer to:

Mr. Raul Alarcon, Sr.

Spanish Broadcasting System of Florida, Inc.
1001 Ponce de Leon Blvd
Coral Gables, Florida 33134

(f) INTEGRATION. Except as herein expressly provided, this Agreement embodies the entire agreement and understanding between Seller and Buyer, and supersedes all prior agreements and understandings, whether oral or in writing, with respect to the purchase and sale of the Stations' Assets.

(g) AMENDMENT. This Agreement shall not be amended or modified in any manner except by written document executed by the party or parties whom enforcement of such amendment or modification may be sought.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers on the day and year first above written.

ATTEST:                 SPANISH BROADCASTING SYSTEM OF FLORIDA, INC.

________________        By: _____________________________________
                            Raul Alarcon, Jr., President and CEO

ATTEST:

________________        By: ______________________________________
                              Raul Alarcon, Sr.

SCHEDULE A              Licenses, Permits & Authorizations

SCHEDULE B              Contracts, Leases & Business Agreements

SCHEDULE C              Copyrights, etc.

SCHEDULE D              Personal Property

SCHEDULE E              Real Property Leases

EXHIBIT 1               Escrow Agreement

EXHIBIT 10.35

FORM OF INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT, dated as of ___________, 1999 between Spanish Broadcasting System, Inc., a Delaware corporation (the "Company"), and _____________ ("Indemnitee").

WHEREAS, it is essential that the Company retain as directors and executive officers the most capable persons available;

WHEREAS, Indemnitee is or was a director [or executive officer] of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public companies in today's environment;

WHEREAS, the Third Amended and Restated Certificate of Incorporation of the Company (the "Charter") requires the Company to indemnify directors, officers and certain other persons to the fullest extent permitted by law and Indemnitee has been serving and continues to serve as a director [or executive officer] of the Company in part in reliance on the Charter;

WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability and to provide Indemnitee with specific contractual assurance that the protection provided by the Charter will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Charter or any change in the composition of the Company's Board of Directors or any acquisition transaction relating to the Company), the Company wishes to provide in this agreement for the indemnification of and the advancement of expenses to Indemnitee to the fullest extent permitted by law and as set forth in this agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies.

NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby, the parties hereto agree as follows:

1. CERTAIN DEFINITIONS.

(a) Change in Control: shall be deemed to have occurred if, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 15% or more of the total voting power represented by

the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company's assets.

(b) Claim: any threatened, pending or completed action, suit, proceeding, arbitration, alternate dispute resolution mechanism, (whether civil, criminal, administrative or investigative, whether instituted by or in the right of the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding, arbitration or alternate dispute resolution mechanism, whether civil, criminal, administrative or investigative, arising from or in connection with the fact that Indemnitee, or a person for whom Indemnitee is the legal representative, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans.

(c) Expenses: include reasonable attorneys' fees and all other costs, expenses and obligations actually and reasonably incurred by the Indemnitee in connection with investigating, defending, or preparing to defend any Claim.

(d) Independent Legal Counsel: an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(e) Reviewing Party: (1) a Majority of directors who are not parties to the action, even though less than a quorum, or (2) a Committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, independent legal counsel, or (4) the stockholders.

(f) Voting Securities: any securities which vote generally in the election of directors.

2. INDEMNIFICATION.

(a) In General. In connection with any Claim, whether relating to events occurring before or after the Effective Date, the Company shall indemnify, and advance Expenses, to Indemnitee as provided in this Agreement and to the fullest extent permitted by law.

(b) Claims Other Than Claims by or in the Right of the Company. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in any proceeding pursuant to any Claim, other than a Claim by or in the right of the Company, the Company shall, subject to Sections 2(e) and 2(f), indemnify Indemnitee against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim; provided, however, that Indemnitee shall not be entitled to indemnification pursuant to this Section 2(b) in connection with conduct finally adjudged as constituting acts or omissions not in good faith or which involved a knowing violation of the law.

(c) Proceedings by or in the Right of the Company. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in any proceeding pursuant to any Claim brought by or in the right of the Company to procure a judgment in its favor, the Company shall, subject to Sections 2(e) and
2(f), indemnify Indemnitee against any and all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) of such Claim. Notwithstanding the foregoing, no such indemnification shall be made in respect of any Claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such Claim was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

(d) Payment of Indemnification; Advancement of Expenses. Subject to Sections 2(e) and 2(f), the Company shall indemnify Indemnitee as soon as practicable but in any event no later than 60 days after written demand is presented to the Company. If so requested by Indemnitee, the Company shall advance (within 10 business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that the payment of Expenses incurred by Indemnitee in advance of the final disposition of the Claim will be made only upon receipt by the Company of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Agreement or otherwise.

(e) Indemnitee Not Entitled to Indemnification. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (or part thereof) initiated by Indemnitee unless the Board of Directors has authorized or consented to the initiation of such Claim (or part thereof).

(f) Determination of Entitlement. Notwithstanding anything in this Agreement to the contrary, (i) the obligations of the Company under this Section 2 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(d) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3. If there has been no determination by the Reviewing Party within 60 days after written demand for indemnification made under Section 2(d) or if the Reviewing Party determines that Indemnitee would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

3. CHANGE IN CONTROL.

If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company shall pay the reasonable fees of the Independent Legal Counsel referred to above and fully indemnify such counsel against any and all expenses (including reasonable attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4. INDEMNIFICATION FOR ADDITIONAL EXPENSES.

The Company shall indemnify Indemnitee against any and all Expenses (including reasonable attorneys' fees) and, if requested by Indemnitee, shall (within 10 business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement, the Charter or any other agreement, certificate of incorporation or Company by-law now or hereafter in effect relating to Claims and/or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company; provided, however, that the payment of Expenses incurred by Indemnitee in advance of the final disposition of such action will be made only upon receipt by the Company of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Agreement or otherwise.

5. PARTIAL INDEMNITY.

If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

6. BURDEN OF PROOF.

In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

7. NO PRESUMPTIONS.

For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to

Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

8. NONEXCLUSIVITY.

The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Charter, the Company's by-laws, the Delaware General Corporation Law or otherwise. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Charter and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

9. LIABILITY INSURANCE.

Subject to the availability of insurance at substantially similar rates for similar coverage (as determined in the sole discretion of the Company), the Company will maintain insurance (i) at the levels in effect as of the date hereof with respect to Indemnitee until the _____ anniversary of the date hereof, or (ii) at the levels in effect as of the date of the expiration of the term, death, removal, retirement or resignation of Indemnitee for a period of _____ years after such event, whichever level is greater, in either case, with respect to any Claim, against all liability and loss suffered and Expenses (including reasonable attorney's fees) reasonably incurred by Indemnitee at the Company's expense, to protect the Company and Indemnitee against any such liability, cost, payment or Expense; provided, however, that subject to the provisions of this Section 9, the Company shall only be required to maintain insurance until the earlier of the date which is (a) ___ years after the expiration of the term, death, removal, retirement or resignation of Indemnitee and (b) the _____ anniversary of the date hereof.

10. AMENDMENTS AND WAIVERS.

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

11. SUBROGATION.

In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

12. NO DUPLICATION OF PAYMENTS.

The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Charter or otherwise) of the amounts otherwise indemnifiable hereunder.

13. BINDING EFFECT.

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an executive officer or director of the Company or of any other enterprise at the Company's request.

14. SEVERABILITY.

The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

15. GOVERNING LAW.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

                              By:
`                                --------------------------------
                                    Name:

                                    Title:

                              INDEMNITEE

                              -----------------------------------

EXHIBIT 10.36

FORM OF SPANISH BROADCASTING SYSTEM
1999 STOCK OPTION PLAN

1. PURPOSES.

The purposes of the Plan are to further the growth, development and financial success of Spanish Broadcasting System, Inc. (the "Company") and its Subsidiaries by providing incentives to those officers and key employees who have the capacity to contribute in substantial measure toward the growth and profitability of the Company and to assist the Company in attracting and retaining employees with the ability to make such contributions. To accomplish such purposes, the Plan provides that the Company may grant such employees either Nonqualified Stock and Incentive Stock Options, or both.

2. DEFINITIONS.

Wherever the masculine gender is used in the Plan, it shall include the feminine and neuter and wherever a singular pronoun is used, it shall include the plural, unless the context clearly indicates otherwise. Whenever the following terms are used in the Plan, they shall have the meaning specified below, unless the context clearly indicates to the contrary.

"Board" shall mean the Board of Directors of the Company.

"Cause" shall mean an Employee's willful failure to perform his duties with the Company or a Subsidiary or the willful engaging in conduct which is injurious to the Company or a Subsidiary, monetarily or otherwise, as determined by the Committee in its sole discretion, provided that, if an Employee has entered into an employment agreement with the Company or a Subsidiary, the definition, if any, set forth in such agreement shall be substituted for the above.

"Change in Control" shall mean:

(a) any "person," as such term is defined in Section 13(d) and 14(d) of the Exchange Act , other than the Company, any Subsidiary, Raul Alarcon Jr. (or his spouse, heirs, assigns, legatees or trust for Mr. Alarcon's or any of the foregoing's benefit) or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%)] or more of the combined voting power of the Company's then outstanding securities;

(b) during any two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director, whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(c) the stockholders of the Company approve a merger or consolidation of the Company with any other company other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty percent (80%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities; or

(d) the stockholders of the Company adopt a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

"Committee" shall mean the Compensation Committee of the Board, appointed as provided in Section 6.1, or, if no such Committee has been appointed, the Board.

"Company" shall mean Spanish Broadcasting System, Inc., a Delaware corporation, and any successor corporation.

"Designated Beneficiary" shall mean any individual designated by an Optionee, in a manner determined by the Committee, to receive amounts due the Optionee in the event of the Optionee's death. In the absence of an effective designation by the Optionee, Designated Beneficiary shall mean the Optionee's estate.

"Director" shall mean a member of the Board.

"Employee" shall mean any employee (including any officer whether or not a Director) of the Company, or of any corporation which is then a Subsidiary, who has been designated by the Board to participate in the Plan.

"Early Retirement" shall mean an Employee's retirement from active employment with the Company or a Subsidiary in accordance with the early retirement provisions of a pension plan maintained by the Company or a Subsidiary, provided that, if no such plan is in existence, it shall mean the attainment of age fifty-five (55) and the completion of fifteen (15) years of service.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Fair Market Value" per Share as of a particular date shall mean, unless otherwise determined by the Committee:

(a) the closing sales price per Share on a national securities exchange for the preceding ten days on which there was a sale of Shares on such exchange; or

(b) if clause (a) does not apply and the Shares are then quoted on the National Association of Securities Dealers Automated Quotation system ("NASDAQ"), the closing price per Share as reported on NASDAQ for the preceding ten (10) days on which a sale was reported; or

(c) if neither clause (a) or (b) applies and the Shares are then traded on an over-the-counter market, the average of the closing bid and asked prices for the Shares in such over-the counter market for the preceding ten (10) days on which such bid and asked prices were quoted; or

(d) if the Shares are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, may determine.

"Incentive Stock Option" shall mean an Option intended to be and designated as an "incentive stock option" within the meaning of Section 422 of the Code.

"Nonqualified Stock Option" shall mean an Option that is not an Incentive Stock Option.

"Normal Retirement" shall mean an Employee's retirement from active employment with the Company or a Subsidiary in accordance with the normal retirement provisions of a pension plan maintained by the Company or a Subsidiary, provided that, if no such plan exists, it shall mean retirement on or after attainment of age sixty-five (65).

"Option" shall mean an option to purchase Shares granted pursuant to
Section 4.1.

"Optionee" shall mean an Employee to whom an Option has been granted pursuant to the Plan.

"Permanent Disability" shall mean a physical or mental incapacity that renders an Optionee incapable of engaging in any substantial gainful employment, or that has lasted for a continuous period of no less than six consecutive months, or six months in any twelve-month period, as determined by the Committee in good faith in its sole discretion, provided that, if an Employee has entered into an employment agreement with the Company or a Subsidiary, the definition set forth in such agreement shall be substituted for the above definition. All determinations as to the date and extent of disability of any Optionee shall be made by the Committee upon the basis of such evidence as it deems necessary or desirable.

"Plan" shall mean the Spanish Broadcasting System 1999 Stock Option Plan, as amended from time to time.

"Retirement" shall mean an Optionee's (a) Early Retirement which the Committee, in its sole discretion, has determined should be treated as a Retirement for purposes of the Plan, or (b) Normal Retirement.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Share" shall mean a share of the Company's Class A Common Stock, .01 par value per share.

"Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company, if each such corporation (other than the last corporation in the unbroken chain), or if each group of commonly controlled corporations, then owns fifty percent (50%) or more of the total combined voting power in one of the other corporations in such chain.

"Ten-Percent Stockholder" shall mean an Employee, who, at the time an Incentive Stock Option is to be granted to him, owns (within the meaning of
Section 422(b)(6) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Subsidiary (or, if applicable, a parent corporation within the meaning of
Section 424(e) of the Code).

"Termination of Employment" shall mean the Employee's termination of employment for any reason whatsoever, excluding any termination where there is a simultaneous reemployment by either the Company or a Subsidiary, provided that, if a corporation that is a Subsidiary ceases to be a Subsidiary as a result of a sale of stock, such sale shall be deemed to be a Termination of Employment of the Optionees who were employed by such corporation immediately prior to such sale.

3. ELIGIBILITY.

Any Employee (whether or not a Director) who is an officer or who is designated by the Committee as a key Employee shall be eligible to be granted Options under the Plan.

4. TERMS OF OPTIONS.

4.1 TERMS OF OPTIONS.

(a) Price. The exercise price for the Shares subject to an Option, or the manner in which such exercise price is to be determined, shall be determined by the Committee, provided that, the exercise price per Share of any Incentive Stock Option shall not be less than 100% of the Fair Market Value of a Share as of the date the Option is granted (110% in the case of an Incentive Stock Option granted to a Ten-Percent Stockholder).

(b) Term. Options shall be for such term as the Committee shall determine, provided that no Option shall be exercisable after the expiration of ten years from the date it is granted (five years in the case of an Incentive Stock Option granted to a Ten-Percent Stockholder).

(c) Vesting. Options shall be exercisable in such installments (which need not be equal) and at such times as the Committee may designate, as set forth in an Option Agreement. To the extent not exercised, installments shall accumulate and may be exercised, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. The Committee may accelerate the exercisability of an Option at any time. Notwithstanding the foregoing, any Options that are not exercisable prior to a Change in Control shall become exercisable on the date of such Change in Control and shall remain exercisable for the remainder of their Term.

(d) Exercise of Option After Termination of Employment.

Subject to the terms of any written employment agreement and reflected in an option agreement, an Option granted under the Plan is exercisable by an Optionee only while he is an Employee, provided that any Options that are exercisable preceding an Optionee's Termination of Employment for any reason other than Cause, shall remain exercisable for the following period.

(i) If the Optionee dies while an Employee, or if his Termination of Employment is due to Permanent Disability or Retirement, the Optionee (or his Beneficiary or personal representative, as applicable) may exercise the Option no later than twelve (12) months after such death or determination;

(ii) If the Optionee's Termination of Employment is for any reason other than those set forth in (i) above and is not for Cause, the Optionee may exercise the Option within three months after such termination; or

(iii) If the Optionee dies during a period described in (i) or
(ii) above, his Beneficiary may exercise such Option no later than the expiration of such extended period;

(iv) Notwithstanding (i) through (iii) above or anything in an Option Agreement or the Plan to the contrary, at any time after the grant of an Option, the Committee, in its sole and absolute discretion and subject to whatever terms and conditions it selects, may provide that an Option may be exercised after the relevant extended period set forth above, but in no event later than the date that it would have expired under the Option Agreement.

4.2 NONTRANSFERABILITY.

No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his guardian or legal representative; provided, however that an Optionee may designate a Beneficiary to exercise his Option or other rights under the Plan after his death and, in the discretion of the Committee, Options may be

transferable pursuant to a Qualified Domestic Relations Order ("QDRO"), as determined by the Committee or its designee.

4.3 METHOD OF EXERCISE.

An Option shall be exercised by delivery of a written notice (in person or by first class mail to the Secretary of the Company at the Company's principal executive office) which specifies the number of Shares to be purchased and is accompanied by full payment therefor and otherwise in accordance with the Option Agreement pursuant to which the Option was granted. The purchase price for any Shares purchased pursuant to the exercise of an Option shall be paid in full upon such exercise in cash, by check or, at the discretion of the Committee and upon such terms and conditions as the Committee shall approve, by transferring previously owned Shares to the Company, having Shares withheld or exercising pursuant to a "cashless exercise" procedure, or any combination thereof. Any Shares transferred to the Company as payment of the purchase price under an Option shall be valued at their Fair Market Value on the date of exercise of such Option. If requested by the Committee, the Optionee shall deliver the Option Agreement evidencing the Option to the Secretary of the Company who shall endorse thereon a notation of such exercise and return such Option Agreement to the Optionee. Not less than one hundred (100) Shares may be purchased at any time upon the exercise of an Option unless the number of Shares so purchased constitutes the total number of Shares then purchasable under the Option or the Committee determines otherwise, in its sole discretion.

5. ADMINISTRATION.

5.1 COMPOSITION OF COMPENSATION COMMITTEE.

The Plan shall be administered by the Committee, which shall consist of at least two individuals appointed by and serving at the pleasure of the Board, provided that each Committee member must qualify as an "outside director" as such term is used in Section 162(m) of the Code, unless the Board determines otherwise, in its sole discretion. All Committee members shall be members of the Board. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering thirty (30) days advance written notice to the Board and may be removed by the Board at any time for any reason. Vacancies in the Committee shall be filled by the Board.

5.2 DUTIES AND POWERS OF COMMITTEE.

(a) Subject to the provisions hereof, the Committee shall have (a) the sole and complete authority to determine which Employees shall be granted options, the number of Shares to be covered by each Option, the exercise price therefor and the terms and conditions applicable to the exercise of the Option,
(b) the authority to grant Incentive Stock Options, Nonqualified Stock Options or both. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and shall comply with Section 422 of the Code and any rules or regulations promulgated thereunder, including the requirement that the aggregate Fair Market Value (determined

as of the date of grant) of the Shares granted under the Plan and all other option plans of the Company and any Subsidiary (and, if applicable, any parent corporation, within the meaning of Section 424(e) of the Code) that become exercisable by an Optionee during any calendar year shall not exceed $100,000. To the extent that the limitation set forth in the preceding sentence is exceeded for any reason (including the acceleration of the time for exercise of an Option), the Options with respect to such excess amount shall be treated as Nonqualified Stock Options.

(b) It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its terms and provisions. The Committee shall have the power to interpret the Plan and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be binding upon all persons, including, but not limited to, the Company, stockholders, all Subsidiaries, Employees, Directors, Optionees and Designated Beneficiaries.

5.3 COMMITTEE ACTIONS.

The Committee shall act by a majority of its members in office in attendance at a meeting at which a quorum is present or by a memorandum or other written instrument signed by all of the members of the Committee.

5.4 COMPENSATION; PROFESSIONAL ASSISTANCE.

Members of the Committee shall receive such compensation for their services as members as may be determined by the Board. All expenses and liabilities incurred by members of the Committee in connection with the administration of the Plan shall be borne by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, or other persons. The Committee, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons.

5.5 DELEGATION OF AUTHORITY.

The Committee may, in its sole and absolute discretion, delegate to any proper officer of the Company, or more than one of them, any or all of the administrative duties of the Committee under this Plan.

5.6 NO LIABILITY.

No member of the Board or the Committee, or Director, officer of the Company or other Employee shall be liable, responsible or accountable in damages or otherwise for any determination made or other action taken or any failure to act by such person with respect to the Plan so long as such person is not determined to be guilty by a final adjudication of willful misconduct with respect to such determination, action or failure to act.

5.7 INDEMNIFICATION.

To the fullest extent permitted by law, each member of the Board and the Committee and each Director, officer of the Company or Employee shall be held harmless and be indemnified by the Company for any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorneys' fees) suffered by virtue of any determinations, acts or failures to act, or alleged acts or failures to act, in connection with the administration of the Plan so long as such person is not determined by a final adjudication to be guilty of willful misconduct with respect to such determination, action or failure to act.

6. SHARES SUBJECT TO THE PLAN.

6.1 SHARES SUBJECT TO THE PLAN.

The maximum number of Shares that may be issued upon the exercise of Options granted under the Plan is 3, 000,000. The Company shall reserve such number of Shares for the purposes of the Plan, out of its authorized but unissued Shares or out of Shares held in the Company's treasury, or partly out of each. In the event that an Option expires or is terminated unexercised as to any Shares covered thereby, or is canceled or forfeited for any reason under the Plan without the delivery of Shares, or any Restricted Shares are forfeited for any reason, such Shares shall thereafter be again available for award pursuant to the Plan. The maximum number of Shares that may be granted to an Optionee in any year is 500,000.

6.2 EFFECT OF CHANGES IN COMPANY'S SHARES.

In the event that the Committee determines that any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Shares at a price substantially below fair market value, or other similar corporate event affects the Shares such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, the Committee shall, in its sole discretion, and in such manner as the Committee may deem equitable, adjust any or all of (a) the number and kind of shares subject to outstanding Options, and
(b) the exercise price with respect to any outstanding Option and/or, if deemed appropriate, make provision for a cash payment to an Optionee, provided, however, that the number of Shares subject to any Option shall always be a whole number.

7. MISCELLANEOUS.

7.1 EFFECTIVE DATE; TERM OF PLAN.

The Plan has been approved by the Board and by the Company's stockholders, and shall be effective as of September 30, 1999. The Plan shall continue in effect until September 29, 2009.

7.2 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.

The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. Neither the amendment, suspension nor termination of the Plan shall, without the consent of an Optionee, alter or impair any rights or obligations under any option theretofore granted. No Options may be granted during any period of suspension nor after termination of the Plan, and in no event may any Options be granted under the Plan after September 29, 2009.

7.3 AMENDMENT OF OPTION.

The Committee may amend, modify or terminate any outstanding Option with the Optionee's consent at any time prior to payment or exercise in any manner not inconsistent with the terms of the Plan, including without limitation, (a) to change the date or dates as of which an Option becomes exercisable or Restricted Shares become vested, or (b) to cancel and reissue an Option under such different terms and conditions as it determines appropriate.

7.4 NO RIGHTS AS STOCKHOLDER.

No holder of an Option shall be deemed to be or to have the rights and privileges of an owner of Shares unless and until certificates representing such Shares have been issued to such holder.

7.5 EFFECT OF PLAN UPON OTHER COMPENSATION AND INCENTIVE PLANS.

The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary to establish any other forms of incentives or compensation for Employees.

7.6 REGULATIONS AND OTHER APPROVALS.

(a) The obligation of the Company to sell or deliver Shares with respect to Options shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.

(b) The Board may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain the tax benefits under the applicable provisions of the Code and regulations promulgated thereunder for Employees granted Incentive Stock Options.

(c) Each Option is subject to the requirement that, if at any time the Committee determines, in its sole discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Option or the issuance of Shares, no Options shall be granted or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions as acceptable to the Committee.

(d) In the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares, to represent to the Company in writing that the Shares acquired by such individual are acquired for investment only and not with a view to distribution. The certificate for any Shares acquired pursuant to the Plan shall include any legend that the Committee deems appropriate to reflect any restrictions on transfer.

7.7 GOVERNING LAW.

The Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of New York without giving effect to the choice of law principles thereof.

7.8 WITHHOLDING OF TAXES.

As a condition to the exercise of an Option and the continued holding of shares received upon exercise of an Option, to the extent required by law, no later than the date as to which an amount first becomes includible in the gross income of an Optionee for federal income tax purposes with respect to any award granted under the Plan, the Optionee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, or local taxes of any kind required by law or the Company to be withheld with respect to such amount. The obligations of the Company under the Plan shall be conditional on such payment or arrangements and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Optionee. In its discretion, the Committee may permit an Optionee to satisfy withholding obligations by delivering previously owned Shares or by electing to have Shares withheld.

7.9 NO RIGHT TO CONTINUED EMPLOYMENT.

Nothing in the Plan or in any award agreement shall confer upon any Employee any right to continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the right of the Company and its Subsidiaries, which are hereby expressly reserved, to remove, terminate or discharge any Employee at any time for any reason whatsoever, with or without Cause.

7.10 TITLES; CONSTRUCTION.

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, when the context so indicates.

EXHIBIT 10.37

FORM OF SPANISH BROADCASTING SYSTEM
1999 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS

1. PURPOSE.

The purpose of the Plan is to promote the interests of Spanish Broadcasting System, Inc. (the "Company") and its shareholders by increasing the proprietary and personal interest of nonemployee members of the Board in the growth and continued success of the Company by granting them Options to purchase shares of the Company's stock.

2. DEFINITIONS.

Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary.

"Board" shall mean the Board of Directors of the Company.

"Change in Control" shall mean the occurrence of any of the following:

(a) any "person" as such term is defined in Sections 13(d) and 14(d) of the Exchange Act (other than the Company or any Subsidiary or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities;

(b) during any two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved), cease for any reason to constitute at least a majority of the Board;

(c) the stockholders of the Company approve a merger or consolidation of the Company with any other company other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty percent (80%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities; or

(d) the stockholders of the Company adopt a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

"Company" shall mean Spanish Broadcasting System, Inc., a Delaware corporation, and any successor corporation.

"Disability" shall mean the inability, by reason of bodily injury or physical or mental desease, or any combination thereof, of the Optionee to perform his duties as a member of the Board for a period of one hundred eighty
(180) days (whether or not consecutive) in any period of three hundred and sixty-five (365) consecutive days.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Fair Market Value" per Share as of a particular date shall mean, unless otherwise determined by the Board:

(i) the closing sales price per Share on a national securities exchange for the business day preceding the exercise date on which there was a sale of Shares on such exchange;

(ii) if clause (i) does not apply and the Shares are then quoted on the National Association of Securities Dealers Automated Quotation system (known as "NASDAQ"), the closing price per Share as reported on such system for the business day preceding the exercise date on which a sale was reported;

(iii) if clause (i) or (ii) does not apply and the Shares are then traded on an over-the-counter market, the closing price for the Shares in such over-the-counter market for the business day preceding the exercise date; or

(iv) if the Shares are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Board in its discretion may determine.

"Nonemployee Director" shall mean a member of the Board who is not an employee of the Company.

"Option" shall mean an option to purchase Shares granted pursuant to the Plan. Options granted under the Plan are not intended to be "incentive stock options" within the meaning of Section 422 of the Code.

"Option Agreement" shall mean an Option Agreement to be entered into between the Company and an Optionee, which shall set forth the terms and conditions of the Options granted to such Optionee.

"Participant" shall mean a Nonemployee Director who is granted an Option under the Plan.

"Plan" shall mean this Spanish Broadcasting System 1999 Stock Option Plan for Nonemployee Directors, as hereinafter amended from time to time.

"Share" shall mean a share of the Company's common stock, .01 par value.

3. SHARES SUBJECT TO THE PLAN.

(a) Shares Subject to the Plan. Subject to adjustment as set forth in
Section 3(b), the maximum number of Shares that may be issued or transferred pursuant to Options under this Plan shall be 300,000 which may be authorized but unissued Shares or Shares held in the Company's treasury, or a combination thereof. Any Shares subject to an Option that cease to be subject thereto may again be the subject of Options hereunder.

(b) Changes in Company's Shares. In the event the Board determines that any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Shares, or other similar corporate event, affects the value of the Shares such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under this Plan, the Board shall have the right, in its sole discretion, and in such manner as it may deem equitable, to adjust any or all of
(a) the number and kind of Shares subject to outstanding Options, and (b) the exercise price with respect to any Option or (c) make provision for a cash payment to an Optionee or a person who has an outstanding Option (in an amount equal to the then difference between the exercise price and the Fair Market Value of a Share).

4. PARTICIPATION.

Each Nonemployee Director shall be eligible to participate in the Plan, provided that the Board shall have the discretion to determine which, if any, Nonemployee Director shall receive a grant of Options hereunder.

5. TERMS OF OPTIONS AND SHARES.

(a) Terms. The Options granted hereunder shall have the following terms and conditions:

(i) Exercise Price. The exercise price of any Option shall be one hundred percent (100%) of the Fair Market Value of a Share as of the date the Option is granted, provided, however, that the Board, in its discretion may grant Options above or below Fair Market Value.

(ii) Term. Subject to the discretion of the Board, the term of an Option shall be ten years from the date it is granted.

(iii) Vesting. Options shall be exercisable in such installments (which need not be equal) and at such times as the Board may designate, as embodied in the Option Agreement covering such Option, provided, however, that any Options granted hereunder as of the Effective Date shall vest and become exercisable at a rate of twenty percent (20%) immediately and an additional twenty percent (20%) each year, beginning on the first anniversary of the date of grant, and each anniversary thereof, provided that the Optionee is still a member of the Board on each such vesting date. In addition, any Option granted an individual who is elected to the Board as a Nonemployee Director during calendar year 2000 or thereafter shall vest and become exercisable at a rate of twenty percent (20%) per year, beginning on the date of grant and an additional twenty percent (20%) on the first anniversary of the date of grant and each anniversary thereafter, provided that the Optionee is still a member of the Board on each such date. Notwithstanding the foregoing, any Options that are not exercisable prior to a Change in Control shall become exercisable on the date of such Change in Control and shall remain exercisable for the remainder of their Term.

(iv) Number. The Board shall have the discretion to determine the number of options to be granted any Nonemployee Director, and to determine the terms and conditions of any such grant, all as embodied in the Option Agreement covering such Option.

(b) Termination of Service. An Optionee who ceases to be a member of the Board for any reason other than death, retirement on or after age 65, or Disability shall have thirty (30) days from the date of such cessation to exercise any then exercisable Options, after which all such Options shall terminate and be of no further force or effects. If an Optionee ceases to be a member of the Board due to death, retirement on or after age 65, or Disability, all outstanding Options held by such Optionee that are exercisable on such date shall remain exercisable for their Term, and shall thereafter terminate and be of no further force or effect.

(c) Option Agreement. Options shall be granted only pursuant to a written Option Agreement, which shall be executed by the Optionee and an authorized officer of the Company and which shall contain such terms and conditions as the Board shall determine, consistent with the Plan.

(d) Non-Transferability. No Option granted hereunder the Plan shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his guardian or legal representative. The terms of such Option shall be binding upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

(e) Method of Exercise. The exercise of an Option shall be made only by delivery of a written notice (in person or by first class mail to the Secretary of the Company at the Company's principal executive office) specifying the number of Shares to be purchased and accompanied by full payment therefor and otherwise in accordance with the Option Agreement pursuant to which the Option was granted. The exercise price for any Shares purchased pursuant to the exercise of an Option shall be paid in full upon such exercise in cash, by check or, at the discretion of the Board and upon such terms and conditions as the Board shall approve, by transferring previously owned Shares to the Company, having Shares withheld, or pursuant to a "cashless exercise" procedure, or any combination thereof. Any Shares transferred to the Company as payment of the exercise price shall be valued at their Fair Market Value on the day preceding the

date of exercise of such Option. If requested by the Board, the Optionee shall deliver the Option Agreement evidencing the Option to the Secretary of the Company who shall endorse thereon a notation of such exercise and return such Option Agreement to the Optionee. Not less than one hundred (100) Shares may be purchased at any time upon the exercise of an Option unless the number of Shares so purchased constitutes the total number of Shares then purchasable under the Option or the Board determines otherwise in its sole discretion.

(f) Rights as Stockholder. No Optionee shall be deemed for any purpose to be or to have the rights and privileges of the owner of any Shares subject to any Option unless and until (a) the Option shall have been exercised pursuant to the terms thereof, and (b) the Company shall have issued the Shares to the Optionee.

6. ADMINISTRATION.

The Plan shall be administered by the Board. Subject to the provisions of the Plan, the Board shall be authorized to interpret and construe the Plan and the Option Agreements, to establish, amend, and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan and to carry out its purpose. The determinations of the Board in the administration of the Plan, as described herein, shall be final and conclusive. The Secretary shall be authorized to implement the Plan in accordance with its terms and to take such actions of a ministerial nature as shall be necessary to effectuate the intent and purposes thereof. The Board may, in its sole and absolute discretion, delegate to any proper officer of the Company, or more than one of them, any or all of its administrative duties under this Plan.

7. OTHER PROVISIONS.

(a) Effective Date. The Plan shall become effective as of September 30, 1999, (the "Effective Date").

(b) Amendment, Suspension or Termination of the Plan. The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board; provided, however, that, except as provided in Section 3(b), no amendment, suspension nor termination shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option theretofore granted.

(c) Governing Law. The Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of New York without giving effect to the choice of law principles thereof.

(d) Regulations and Other Approvals. The obligation of the Company to sell or deliver Shares with respect to Options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board.

(i) The Board may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government authority.

(ii) Each Option is subject to the requirement that, if at any time the Board determines, in its sole discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Option or the issuance of Shares, no Options shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions as acceptable to the Board.

(iii) In the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Board may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares, to represent to the Company in writing that the Shares acquired by such individual are acquired for investment only and not with a view to distribution. The certificate for such shall include any legend that the Board deems appropriate to reflect any restrictions on transfer.

(e) Withholding of Taxes. As a condition to the exercise of an Option and to the extent required by law, no later than the date as of which an amount first becomes includible in the gross income of an Optionee for federal income tax purposes with respect to Options granted under this Agreement, the Optionee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, estate, or local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the employee. In its discretion, the Board may permit an Optionee to satisfy withholding obligations by delivering previously owned Shares or by having Shares withheld.

(f) Titles; Construction. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, when the context so indicates.