Exhibit 10.1

ASSET PURCHASE AGREEMENT

BY AND AMONG

KTCY LICENSING, INC.
AND
SPANISH BROADCASTING SYSTEM, INC.
("SELLERS")

AND

ENTRAVISION - TEXAS LIMITED PARTNERSHIP
("BUYER")

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), is made on the 4th day of June, 2002, by and among KTCY LICENSING, INC., a Delaware corporation ("Licensing"), SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation ("Spanish Broadcasting" and, together with Licensing, "Seller"), and ENTRAVISION
- TEXAS LIMITED PARTNERSHIP, a Texas limited partnership ("Buyer").

WHEREAS, Licensing is the holder of Federal Communications Commission ("FCC") licenses, permits, and authorizations relating to Station KTCY(FM), Pilot Point, Texas (the "Station"), and Spanish Broadcasting owns certain assets which are used and useful in connection with the operation of the Station;

WHEREAS, Licensing desires to assign the licenses, permits and authorizations for the Station to an affiliate of Buyer, and Buyer desires to cause a subsidiary of Buyer to accept an assignment of such licenses, permits and authorizations, in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Spanish Broadcasting desires to sell the assets used and useful in connection with the operation of the Station, and Buyer desires to purchase such assets from Seller, in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the payments and the covenants described in this Agreement, the parties agree as follows:

ARTICLE I
SALE AND PURCHASE OF ASSETS

1.1 Transferred Assets. On the terms and subject to the conditions set forth in this Agreement, and for the consideration set forth in Article III, Seller will, on the Closing Date (as defined in Section 9.1), transfer to Buyer all of Seller's right, title, and interest in and to the following assets and rights (the "Transferred Assets"), free and clear of any liens, claims, or encumbrances (other than Permitted Encumbrances as defined in Section 4.6(a)):

(a) Leased Real Property. All rights and interests of Seller under the lease(s) of real property identified as leased property on the Real Property Description marked as Schedule 4.6 (the "Leases").

(b) Owned Real Property. All rights, title, and interest of Seller in the owned real property (if any) identified as owned by Seller on the Real Property Description marked

as Schedule 4.6 (the "Owned Real Property") and all rights and interests of Seller under any easement used or useful in the operation of the Station;

(c) Personal Property. All of the personal property owned by Seller that is used and useful in operation of the Station, including, without limitation, all of the equipment and other items identified on the Personal Property Description marked as Schedule 4.7, including, without limitation, all Broadcast Equipment (as defined in Section 4.8), and all other items of furniture, fixtures, machinery, equipment, motor vehicles, tools, parts, supplies, and office equipment owned by Seller and used in operation of the Station (the "Personal Property");

(d) Call Letters and Intellectual Property. All of Seller's rights in and to the call letters of the Station and any other service or trade names, service marks or trademarks, including, without limitation, those items identified on the Intellectual Property Description marked as Schedule 4.9;

(e) Contracts. All rights and interest of Seller in and to the contracts, agreements, understandings, and commitments (including, without limitation, broadcast time commitments), personal property leases, product warranty agreements, barter and trade arrangements, and service agreements relating to the Station, listed on the Contracts List marked as Schedule 4.10 (collectively, the "Contracts");

(f) Licenses and Permits. All rights and interests of Seller in and to: (i) the FCC broadcast licenses and any permits for the Station; (ii) all rights and interests of Seller under all other permits and approvals issued to Seller by any federal, state, or local governmental entity or other jurisdiction or instrumentality and relating to the Station or necessary for operation of the Station; (iii) any applications for modification, extension, or renewal of such broadcast and other licenses and permits; and
(iv) any applications for any modified licenses or permits pending on the Closing Date; including, without limitation, those items identified on the License and Permit List marked as Schedule 4.11 (collectively, the "Licenses");

(g) Documents. All records, including but not limited to all books of account, tax records, customer lists, supplier lists, employee personnel files for any of those employees of Seller that Buyer elects to employ after the Closing Date or whose employment agreements Buyer elects to assume, local public records file materials, engineering data, logs, programming records, consultants' reports, ratings reports, budgets, financial reports and projections, sales, operating and business plans, and correspondence used or held for use in operation of the Station or necessary or desirable to show compliance with any law or regulation applicable to the Station or the operation of the Station or relating to the ownership, use, maintenance or repair of any of the Transferred Assets, and not pertaining solely to Seller's internal corporate affairs, or its interests in other radio stations, it being understood that Seller shall have the right to

retain copies of any such records (other than customer lists, supplier lists, consultants' reports, projections or sales operations or business plans) necessary for the operation of Seller's business after the Closing Date; and

(h) Other Assets. All other tangible and intangible property and rights possessed by Seller and used and useful in connection with operation of the Station, including, but not limited to, computer software and software licenses.

1.2 Excluded Assets. Notwithstanding the foregoing, the following assets of Seller (the "Excluded Assets") will be retained by Seller and will not be included in the Transferred Assets:

(a) All of Seller's cash, accounts receivable, cash-on-hand, deposits in bank accounts, marketable securities, and other cash equivalents;

(b) The certificate of incorporation, bylaws, minute books, stock transfer records and all other books, tax and accounting records relating to the corporate affairs of Seller;

(c) Any trade names, logos, trademarks, service marks or other intellectual property relating to Seller which are not used or useful in operation of the Station;

(d) All rights and interest of Seller in and to all contracts, agreements, understandings, and commitments, personal property leases, product warranty agreements, barter and trade arrangements, and service agreements not listed on the Contracts List marked as Schedule 4.10;

(e) Any employment agreements, employee insurance plans and benefit programs, deferred compensation agreements, profit sharing and stock option plans, and retirement plans or trusts sponsored or maintained by Seller or any affiliate of Seller.

(f) Those specific assets identified on the Excluded Assets List attached to this Agreement as Schedule 1.2.

ARTICLE II
ASSUMED AND RETAINED LIABILITIES

2.1 Assumption of Liabilities. Upon the transfer of the Transferred Assets on the Closing Date in accordance with this Agreement, Buyer shall assume the following (the "Assumed Liabilities"):

(a) Leases. All liabilities and obligations of Seller with respect to the period after the Closing Date under the Leases;

(b) Contracts. All liabilities and obligations of Seller with respect to the period after the Closing Date under the Contracts and any contracts entered into by Seller after the date hereof in the ordinary course of the business of the Seller and relating to the Station (to the extent entered into in accordance with this Agreement);

(c) Trade and Barter Agreements. Buyer will assume and perform all of Seller's contracts for the sale of time on the Station in exchange for merchandise or services used or useful for the benefit of the Station that were in existence on the date of this Agreement, have not been fulfilled as of the Closing, and are identified on Schedule 2.1; and

(d) Licenses. All liabilities and obligations of Seller with respect to the period after the Closing Date under the Licenses.

2.2 Retained Liabilities. Except for the liabilities and obligations expressly referred to in Section 2.1, BUYER WILL NOT ASSUME OR OTHERWISE BE RESPONSIBLE FOR ANY LIABILITIES OR OBLIGATIONS OF SELLER, REGARDLESS OF NATURE (the "Retained Liabilities"), including, without limitation, the following liabilities and obligations:

(a) Litigation and Claims. Any claims, liabilities, losses, damages, or expenses relating to any litigation, proceeding, or investigation of any nature arising out of the operations of Seller;

(b) Tax Liabilities. Tax liabilities of Seller, including, without limitation, any liabilities for taxes on or measured by income, liabilities for withheld federal and state income and employee Federal Insurance Contribution Act contributions ("FICA") or employer FICA, and liabilities for income taxes arising as a result of the transfer of the Transferred Assets or otherwise by virtue of the consummation of the transactions contemplated hereby, except as set forth in Section 17 of this Agreement;

(c) Liabilities as Employer. Any liabilities of Seller as an employer, including, without limitation, liabilities for wages, vacation benefits, severance benefits, retirement benefits, COBRA benefits, WARN obligations and liabilities, withholding tax liabilities, unemployment compensation benefits or premiums, hospitalization or medical claims, or other claims attributable in whole or in part to employment by Seller, or arising out of any labor matter in connection with the Station with respect to the time on or prior to the Closing Date;

(d) Accounts Payable: Indebtedness. Any accounts payable or other indebtedness of Seller or obligations to any persons who have lent money to Seller;

(e) Environmental Liabilities. Any liabilities or obligations resulting from the failure to comply with any environmental protection, health, or safety laws or

regulations or resulting from the generation, storage, treatment, transportation, handling, disposal, release of hazardous substances, solid wastes, and liquid and gaseous matters by Seller and by any other person in relation to Seller or the Station; and

(f) Transaction Costs. Any fees and expenses incurred by Seller in connection with negotiating, preparing, closing, and carrying out this Agreement and the transactions contemplated by this Agreement.

ARTICLE III
CONSIDERATION

Consideration for the purchase of the Transferred Assets by Buyer shall be assumption of the Assumed Liabilities, and payment of the purchase price of THIRTY-FIVE MILLION and 00/100 Dollars ($35,000,000.00) (the "Purchase Price"), as adjusted in accordance with Article XVI below, to be delivered by Buyer as follows:

(a) Upon execution of the definitive agreement, Buyer will deposit in escrow with Union Bank of California, N.A., of Los Angeles, California ("Union Bank"), the sum of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars ($1,750,000.00) (the "Deposit"), to be held pursuant to the terms of an escrow agreement by and among Seller, Buyer, and Union Bank, substantially in the form attached hereto as Exhibit A, and to be disbursed to Seller at Closing (as defined in Article IX below); and

(b) At Closing, Buyer shall pay to Seller the sum of THIRTY-THREE MILLION, TWO HUNDRED FIFTY THOUSAND and 00/100 Dollars ($33,250,000.00), plus or minus the prorations and adjustments provided for in Article XVI below, by wire transfer of immediately available federal funds to the bank account designated (at least two days in advance of the Closing) by Seller, and simultaneously instruct Union Bank to deliver the Deposit to Seller.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SELLER

Seller represents and warrants to and agrees with Buyer as follows:

4.1 Organization; Standing; Corporate Power. Licensing and Spanish Broadcasting are corporations, each duly organized and validly existing in good standing under the laws of the State of Delaware, qualified to do business as a foreign corporation in the State of Texas, and with full power to carry on its business as now conducted.

4.2 Authorization. The boards of directors of the entities constituting Seller have approved the execution, delivery, and performance of this Agreement. Seller has full power, authority, and legal right to execute and deliver this Agreement, and the other instruments for which provision is made herein, and to perform its obligations under this Agreement and the other instruments. Upon execution and delivery by Raul Alarcon, Jr., the Chairman, Chief Executive Officer and President of Seller, this Agreement and the other instruments will constitute valid and binding obligations of Seller enforceable against it in accordance with their respective terms.

4.3 No Material Adverse Change. Other than as disclosed on Schedule 4.3, since the date of the most recent balance sheet or financial statement of Seller delivered to Buyer in connection with Buyer's due diligence in entering into this Agreement, there has not been: (a) any material adverse change in the assets or liabilities of the Station; (b) any damage or destruction, whether or not covered by insurance, materially affecting the properties or operations of Station; (c) any labor dispute or employee matter materially affecting the financial position or operations of the Station; (d) any sale, transfer, assignment, or imposition of any liens, claims, or encumbrances (other than Permitted Encumbrances) on, any of the Transferred Assets.

4.4 Undisclosed Liabilities. Seller does not have any material obligation or liability relating to the Station that will be included in the Assumed Liabilities that has not been disclosed to Buyer.

4.5 Tax Matters. Seller has filed with the appropriate governmental agencies all tax returns and tax reports pertaining to excise taxes, State of Texas franchise taxes, sales and use taxes, payroll taxes, and tangible and intangible personal property taxes required to be filed by it ("Applicable Taxes"), and all taxes, interest, and penalties shown or claimed to be due thereon have been paid.

4.6 Real Property.

(a) Seller does not have any interest in any real property in connection with the Station other than as described on the Real Property Description marked as Schedule 4.6 (the "Real Property"). Seller is in possession of the Real Property. Seller has, or will have at the time of Closing, good and valid leasehold estates pursuant to the Leases, in each case free and clear of all mortgages, security interests, title defects, liens and encumbrances except for taxes and assessments disclosed to Buyer that are a lien but not yet due and payable ("Permitted Encumbrances").

(b) Seller has not voluntarily granted, is not a party to an agreement providing for, and is not aware of, any easements, reservations, covenants, restrictions, leases, sub-leases, rights, options, or any other matters that would adversely affect the use of the Real Property by Buyer for the same purposes used by Seller.

(c) Seller has delivered to Buyer true and accurate copies of all of the Leases. The Leases are in full force and effect. There is no default on the part of Seller or, to the best of Seller's knowledge, by the other party(ies), and no event has occurred or failed to occur which would constitute a default by Seller or the other party(ies), under any of the Leases. The Leases are freely assignable to Buyer without the consent or approval of any landlord or other third party, except as disclosed in Schedule 4.6.

(d) There are (i) no applications, ordinances, petitions, resolutions, or other matters pending before any governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of any of the Real Property; and (ii) no pending or threatened condemnation or eminent domain proceedings, or proposed sale in lieu thereof affecting the Real Property.

4.7 Personal Property. Seller does not own or lease any personal property having a book value in excess of Five Thousand Dollars ($5,000) used in operation of the Station other than as set forth in the Personal Property Description marked as Schedule 4.7. Except as disclosed on the Personal Property Description, Seller has good and marketable title to the Personal Property, free and clear of all security interests, title defects, liens and encumbrances whatsoever, other than liens for taxes not yet due and payable. Except as disclosed on the Personal Property List, the items of Personal Property identified thereon are in good condition and repair, ordinary wear and tear excepted.

4.8 Broadcast Equipment. All towers, transmitters, antennas, and related broadcast equipment that are used in operation of the Station, including, without limitation any backup or auxiliary towers or antennas ("Broadcast Equipment"), are in material compliance with applicable laws and governmental regulations. The Broadcast Equipment is in good condition and repair. Within the three months immediately preceding the date of this Agreement there has not been any unscheduled interruption in the broadcast of the Station caused by a failure of the Broadcast Equipment.

4.9 Intellectual Property. Seller has the right to use its name and all service or trade names and service or trademarks, copyrights, patents, and all other intellectual property necessary for operation of the Station or used in operation of the Station (collectively, "Intellectual Property"), free from any lien, claim, or encumbrance. Seller does not use or own any Intellectual Property in operation of the Station other than as described by mark, jurisdiction, expiration date, and registration number in the Intellectual Property Description identified as Schedule 4.9. Seller has not received any written notice alleging that it has infringed on any other party's intellectual property rights in connection with operation of the Station.

4.10 Contracts. The Contracts List marked as Schedule 4.10 constitutes a complete and accurate list of all material contracts, relating to the Transferred Assets or operation of the Station, to which Seller is a party or by which it is bound. Except for (i) contracts identified on the Contracts List,
(ii) contracts unrelated to the Transferred Assets or the operation of the Station, and (iii) contracts that will be terminated on or prior to the Closing Date, Seller is not a party to or bound by any oral or written contract: (a) for employment or personal services or any severance agreement or arrangement; (b) for the purchase of equipment, inventory, materials, supplies, services, or capital items in excess of $5,000; (c) for the sale or lease of equipment, inventory, materials, supplies or services involving more than $5,000; (d) with any of Seller's affiliates or agreement otherwise not negotiated at "arm's-length"; (e) for the sale of or barter for broadcast time that would impose more than $5,000 of obligations (monetary or otherwise) on Seller to be performed on or after the Closing Date; or (f) not made in the ordinary course of business. Seller has delivered to Buyer copies of all of the items listed on the Contracts List, all of which copies are complete and accurate. The Contracts are in full force and effect. There has been no material default by Seller or, to the best of Seller's knowledge, by the other party, and no event has occurred or failed to occur which would constitute a material default by Seller or by the other party, under any of the Contracts. None of the Contracts is subject to any impending cancellation or breach that will materially adversely affect the Station or the Transferred Assets.

4.11 Licenses.

(a) All licenses, permits, and authorizations granted and issued by any governmental entity, including the FCC, and currently held by Seller with respect to the Station, and all applications of Seller pending before any governmental entity, including the FCC, with respect to the Station, are listed on the License List marked as Schedule 4.1 1. Except as identified on the License List, no license, permit, or authorization is required for the operation of the Station as presently conducted or for the ownership of the Transferred Assets.

(b) Except as disclosed on Schedule 4.11, Seller has performed and complied in all material respects with all of the terms and provisions of the Licenses. No proceedings are pending or, to the best knowledge of Seller, threatened which may result in the revocation, modification, non-renewal, or suspension of any of the Licenses, the denial of any pending application, the issuance of a cease and desist order or the imposition of any administrative penalty or sanction. Seller is not aware of any reason why any of the Licenses might be revoked. All ownership reports, renewal applications, certificates of compliance, and other material reports and documents required to be filed by Seller with the FCC with respect to the Station have been filed and all regulatory fees owing to the FCC have been timely and fully paid.

(c) The Licenses are in full force and effect and are free and clear of any conditions that would limit the full operation of the Station. The Licenses and all other records as

required by the FCC are maintained at the offices of the Station. The Station is in compliance with the FCC's policy on exposure of the public and workers to radio frequency radiation. Access to the Station's transmission facilities is restricted in accordance with the policies of the FCC.

4.12 Property Used. The Transferred Assets and the Excluded Assets constitute all of the assets reasonably necessary to operate the Station in the manner in which it is currently being operated. No person or entity other than Seller has any interest in any of the property used in the operation of the Station, except as set forth in one of the Schedules to this Agreement.

4.13 Compliance with Laws. To the best of Seller's knowledge, the operation of the Station as presently conducted does not violate in a material way any applicable order, law, ordinance, code, or regulation. To the best of Seller's knowledge, no investigation is pending or threatened concerning any such matter.

4.14 Employee Benefits. Seller has provided to Buyer the Employee Benefits List, identified as Schedule 4.14, which identifies and/or describes each agreement, plan, or arrangement for employee benefits, including any bonus, deferred compensation, severance, disability, salary continuation, death benefit, vacation, stock purchase or stock option, hospitalization or other medical, life, or other insurance, supplemental unemployment benefit, profit-sharing, pension, or retirement plan or arrangement maintained or contributed to by Seller relating to any employee of the Station (the "Benefit Plans"). Except as identified in the Employee Benefits List, none of the Benefit Plans is an "employee pension benefit plan" as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Seller does not contribute, and for the past five years has not contributed, to any multi-employer plan within the meaning of Section 3(37) of ERISA providing benefits for any employee or former employee of Seller. With respect to any of the Benefit Plans, Seller has no reason to believe, nor has it received any notice, that it is not in compliance with the terms, conditions, and requirements of the Benefit Plans and with governmental rules and regulations with respect to the Benefit Plans. Seller has provided to Buyer true and correct copies of (and listed in Schedule 4.14) all Benefit Plans, the most recent determination letters from the Internal Revenue Service with respect thereto, the most recent annual reports (Form 5500 and the schedules thereto), and the most recent summary plan descriptions. Seller has timely provided or will timely provide all notices and any continuation of health benefit coverage required to be provided to any of Seller's employees, former employees, their spouses, former spouses, dependents, and former dependents under COBRA and applicable state law to the extent and for the periods provided therein.

4.15 Labor Matters. Seller is not a party to any collective bargaining agreement in connection with the Station, no union has been certified as a collective bargaining representative of the employees of the Station, and Seller has not voluntarily recognized and is not obligated to bargain with any union in connection with operation of the Station. With respect to the Station, Seller is in material compliance with all laws concerning employment and is not engaged in any unfair labor practice. There are no pending labor grievances or complaints against Seller relating to the Station, or any settlements, consent orders, or prior decrees of any court or governmental body requiring any continued observance by Seller that would have an effect on operation of the Station after the Closing. Seller has not received any complaints that it or any of its current or former employees, agents, or consultants have engaged in harassment of any kind towards, or treated unfairly in any way, any person. Seller has not received or been made aware of any written complaints regarding discrimination in employment in connection with operation of the Station. Seller has not received any written complaints of any situation or circumstances, which would lead a reasonable person to conclude that the work environment at the Station is hostile in any way.

4.16 Employees; Wage Increases. The Employee List marked as Schedule 4.16 lists all employees of the Station, showing their names, current rates of compensation, and job titles. Since May 1,2002, Seller has not made any wage or salary increase other than normal scheduled increases to any employee of the Station.

4.17 No Legal Violations. Neither the execution and delivery of this Agreement by Seller's Managing Member, nor the performance by Seller of its obligations under this Agreement, will (a) result in a violation of any laws applicable to Seller; (b) conflict with Seller's certificate of incorporation or bylaws; or
(c) assuming all necessary consents are obtained with respect to the Contracts designated on Schedule 4.10 as requiring consents prior to effectuating the transactions contemplated hereby, result in a breach of, or constitute a default under, any agreement or instrument to which Seller is a party or by which it is bound.

4.18 Litigation and Claims. Except as disclosed on the Litigation List marked as Schedule 4.18, no suit or proceeding is pending against or by Seller in connection with the Station or affecting the Transferred Assets, and, to the best of Seller's knowledge, no such claim has been asserted or threatened against Seller. Seller does not know of any basis for any material claim to be asserted against it in connection with the Station or the Transferred Assets.

4.19 Consents. Other than the FCC Order (defined in Section 6.2), and except as set forth on any schedule attached hereto, no notice, consent, approval, or authorization of, or registration, qualification, or filing with, any third party or governmental agency or authority is required for the execution and delivery of this Agreement by Seller or for the consummation by Seller of the transactions contemplated hereby.

4.20 Environmental Matters. To the best of Seller's knowledge, operation of the Station has met, in all material respects, the applicable laws and regulations of all government authorities having jurisdiction with respect thereto, including, without limitation, all requirements pursuant to environmental protection, health, or safety laws and regulations. Neither Seller nor any of its agents or affiliates, have, in connection with the operation of the Station, ever generated, stored, treated, transported, handled, disposed of, or released any hazardous substance or solid, liquid, or gaseous waste in a manner that would give rise to any material liability under any statute or governmental regulation. To Seller's knowledge, Seller is not a "potentially responsible party," as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or under any comparable state or local statute, in connection with any past or present waste disposal practices undertaken by it or on its behalf.

4.21 Advertisers. The Advertiser List marked as Schedule 4.21 is a list of advertisers on the Station for the year 2001 and the year 2002 through the date of this Agreement.

4.22 Insurance. Schedule 4.22 contains complete and accurate list evidencing all insurance policies and bonds in force with respect to the Station. All such policies will remain in full force and effect through the Closing Date.

4.23 Broker. No broker or finder has acted on behalf of Seller in connection with the transactions contemplated by this Agreement.

ARTICLE V
REPRESENTATIONS, WARRANTIES, AND AGREEMENTS BY BUYER

Buyer represents and warrants to and agrees with Seller as follows:

5.1 Organization; Standing; Power. Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas and has full power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.

5.2 Authorization. The Members of Entravision - Texas G P LLC, the General Partner of Buyer ("General Partner"), have approved the execution, delivery, and performance of this Agreement. Buyer has the full power, authority, and legal right to execute and deliver this Agreement and the other instruments for which provision is made herein, and to perform its obligations under this Agreement and the other instruments. Upon execution and delivery by Walter F. Ulloa, the Managing Member of the General Partner of Buyer, this Agreement and the other instruments will constitute valid and binding obligations of Buyer enforceable against it in accordance with their respective terms.

5.3 FCC. To the best of Buyer's knowledge, there is no fact, allegation, condition, or circumstance that could reasonably be expected to prevent the prompt and routine grant of the FCC Order (defined in Section 6.2).

5.4 No Legal Violations. Neither the execution and delivery of this Agreement by Buyer, nor the performance by Buyer of its obligations under this Agreement, will: (a) result in a violation of any laws applicable to Buyer; (b) conflict with Buyer's certificate of incorporation or bylaws; or (c) result in the breach of, or constitute a default under, any agreement or instrument to which Buyer is a party or by which it is bound.

5.5 Broker. No finder or broker has acted on behalf of Buyer in connection with the transactions contemplated by this Agreement.

ARTICLE VI
COVENANTS OF BUYER AND SELLER

Buyer and Seller agree to comply with their respective covenants, below:

6.1 Conduct of Station Prior to the Closing Date. Seller covenants and agrees with Buyer that between the date of this Agreement and the Closing Date, Seller, in connection with the Station:

(a) shall conduct its business in all material respects in compliance with the terms of the Licenses and all applicable laws, rules, and regulations, including, without limitation, the applicable rules and regulations of the FCC;

(b) shall use, repair, and, if necessary, replace assets used in operation of the Station in a reasonable manner consistent with historical practice and maintain such assets in substantially their current condition, ordinary wear and tear excepted;

(c) shall maintain its present insurance in full force and effect, with policy limits and scope of coverage not less than is now provided by its present insurance;

(d) shall notify Buyer if the regular broadcast transmission of the Station at full authorized power is interrupted by Seller for a period of more than three (3) consecutive hours or for an aggregate of five (5) hours or more in any continuous seven-day period;

(e) shall not incur any debts, obligations, or liabilities (absolute, accrued, contingent, or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing Date, other than in the ordinary course of business;

(f) shall not sell, transfer, lease, mortgage, pledge, or subject to a lien, claim, or encumbrance (other than Permitted Encumbrances) any of the Transferred Assets;

(g) shall not discount the Station's advertising rates or modify the terms of any existing barter or trade agreements to be less favorable for the Station than existed on the date of this Agreement;

(h) shall not, without the prior consent of Buyer, modify or extend any Contract or Lease or enter into any contract that would have been a Contract or Lease had it been in existence ON the date of this Agreement; and

(i) shall not enter into any agreement to do any of (e), (f) or (g) above.

6.2 FCC Approval. Seller and Buyer shall prepare and file with the FCC, not later than ten (10) business days after the date of this Agreement, an application (the "Assignment Application") to obtain an order of the FCC granting its unconditional consent to the assignment of the FCC Licenses to Entravision Holdings, LLC, a California limited liability company ("Holdings"), which is commonly owned with Buyer (the "FCC Order"). Seller and Buyer shall take all commercially reasonable steps necessary to prosecute such filing with diligence and shall diligently oppose any objections to such approval of the FCC, so that the FCC Order may be obtained and become a "Final Order" (as defined below) as soon as practicable. The term "Final Order" shall mean an action of the FCC that has not been reversed, stayed, enjoined, set aside, annulled, or suspended, with respect to which no timely petition for reconsideration or administrative or judicial appeal or sua sponte action of the FCC with comparable effect is pending, and as to which the time for filing any such petition or appeal (administrative or judicial) or for the taking of any such sua sponte action of the FCC has expired.

6.3 Conditions; Other Consents. Buyer and Seller shall use commercially reasonable efforts to satisfy the conditions to the other party's obligations as described in Articles VII and VIII and obtain any other consents, transfers, authorizations, or approvals required for the consummation of the transactions contemplated by this Agreement.

6.4 Advise Buyer of Adverse Change. Between the date of this Agreement and the Closing Date, Seller shall promptly advise Buyer of the occurrence of any event or condition that has materially and adversely affect the Station.

6.5 Access; Confidentiality. Seller and Buyer shall each maintain the confidential nature of all business and technical information provided or obtained in connection with the foregoing or the negotiations preceding this Agreement, and will use such information solely in connection with the transactions contemplated by this Agreement; provided, however, that neither shall be obligated to keep confidential any information which: (i) it had and lawfully obtained prior to its disclosure by the other; (ii) is or becomes publicly known (other than by the party's actions); (iii) is lawfully obtained from a third party not bound by a confidentiality agreement relating to such information; (iv) is required to be disclosed in connection with the transactions contemplated by this Agreement, provided that any recipient agrees to be bound by the covenants in this Section 6.5; or (v) is required to be disclosed pursuant to a regulation, order or request of a judicial or governmental authority, provided that the other party is first given prior notice thereof and, to the extent possible, the opportunity to seek a protective order, if applicable. The restrictions under this Section 6.5 shall terminate at Closing, provided that in the event this Agreement is terminated prior to Closing, such restrictions shall survive such termination for two (2) years and each party will return all documents and copies thereof received from the other containing information subject to these restrictions.

6.6 FCC Reports. Seller shall file on a current basis until the Closing Date all reports and documents required to be filed with the FCC with respect to the FCC Licenses and pay all required regulatory fees. Copies of each such report and document filed between the date hereof and the Closing Date shall be furnished to Buyer promptly after filing.

6.7 Time Brokerage Agreement. Concurrently with the execution of this Agreement, Buyer and Licensing shall execute a Time Brokerage Agreement substantially in the form of Exhibit B attached hereto, whereby Buyer will have the use of substantially all of the airtime of the Station. The Time Brokerage Agreement shall remain in effect during the Term of this Agreement and shall terminate upon termination of this Agreement or consummation of the acquisition of the Transferred Assets by Buyer hereunder.

6.8 Exclusiveness. Between the date of this Agreement and the Closing Date, Seller will not, nor will it permit any agent, affiliate, officer, director, employee, member, attorney, accountant, financial adviser or other representative of it to negotiate with, solicit, or participate in negotiations with any third party other than Buyer with respect to the sale of the Station, the sale of any substantial amount of the assets of the Station, the sale of Seller's stock, or any similar transaction.

6.9 Risk of Loss Before Closing. In the event of loss or damage to the Transferred Assets, prior to the Closing Date, in an amount greater than One Hundred Thousand Dollars ($100,000.00),unless caused by the gross negligence or willful misconduct of Buyer or Buyer's employees, agents, or contractors, Seller shall promptly notify Buyer thereof and use its reasonable efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If such repair, replacement, or restoration has not been completed prior to the Closing Date, Buyer may, at its option:

(a) Elect to consummate the Transaction in which event Seller shall assign to Buyer all of Seller's rights to insurance proceeds related to such casualty under any applicable insurance policies and reduce the portion of the Purchase Price due from Buyer to Seller at the Closing by an amount equal to all applicable deductibles less amounts expended by Seller prior to the Closing on such repair, replacement or restoration; or

(b) Elect to postpone the Closing Date, with prior consent of the FCC if necessary, which consent both parties will use their reasonable efforts to obtain, for such reasonable period of time (not to exceed 90 days) as is necessary for Seller, if Seller so elects in its sole discretion and delivers notice of such election to Buyer within 10 days of Seller's receipt of notice of Buyer's election to proceed under this Subsection (b), to repair, replace, or restore the lost or damaged property to its former condition. If Seller so elects, and, after the expiration of that extension period, the lost or damaged property has not been repaired, replaced, or restored to Buyer's reasonable satisfaction, Buyer may terminate this Agreement as provided in Article XV.

6.10 Employees. Seller shall terminate the employment of all persons employed by Seller in connection the Station, such that none remain employed effective on or before the Closing Date, except for any person for whom Buyer has specifically elected to assume his or her employment contract pursuant to Sections 1.1(e) and 2.1(b) above. Buyer may (but shall be without obligation to do so) offer employment to any or all of Seller's employees employed at the Station. Seller will use all reasonable efforts to assist Buyer in attempting to hire such persons to whom Buyer elects to extend offers of employment, and shall not interfere with or hinder Buyer in its activities to secure satisfactory employment arrangements with such persons. Buyer will not and does not hereby agree to adopt, accept or assume any of Seller's Benefit Plans or collective bargaining agreements, if any. Nothing in this Section or elsewhere in this Agreement shall imply, create or confer upon any person the right to continued employment for any period of time or any particular term or condition of employment.

6.11 Public Announcement. Neither party shall, without the approval of the other party, which approval shall not be unreasonably withheld, delayed, or conditioned, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as to the extent that any party shall be so obligated by law or by the rules, regulations, or policies of any national securities exchange or association, in which case the other party shall be so advised.

ARTICLE VII
CONDITIONS TO OBLIGATIONS OF BUYER

The obligations of Buyer under this Agreement are subject to the satisfaction on or prior to the Closing Date of the following conditions:

7.1 Representations and Warranties True on Closing Date. Seller's represen- tations and warranties made in this Agreement are true in all material respects as of the Closing Date as though such representations and warranties were made as of the Closing Date.

7.2 Compliance with Agreement. Seller has performed and complied in all material respects with all of its obligations under this Agreement that are to be performed or complied with by it prior to or on the Closing Date.

7.3 No Litigation. No litigation, proceeding, investigation, or inquiry is pending or threatened which, if sustained, would enjoin or prevent the consummation of the transactions contemplated by this Agreement or would materially and adversely affect Buyer's right to continue the operation of the Station as presently conducted.

7.4 Third-Party Consents and Approvals; Estoppel Certificates. Seller has obtained all third-party consents and approvals, if any, required for the transfer or continuance, as the case may be, of the Leases or Contracts designated on Schedules 4.6 and 4.10 as requiring third-party consent or approval, and such third parties have provided estoppel certificates, non-disturbance agreements, and/or written clarifications of the rights of Buyer thereunder.

7.5 Governmental Approval.

(a) The FCC Order shall have been issued by the FCC and, subject to the provisions of Section 9.1, shall have become a Final Order.

(b) All other authorizations, consents, approvals, and clearances of federal, state, or local governmental agencies required to permit the consummation of the transactions contemplated by this Agreement shall have been obtained.

(c) No authorizations, consents, or approvals contemplated by this Section 7.5 shall contain any conditions that in the aggregate would have a material adverse effect on Buyer's ability to operate the Station.

7.6 Material Adverse Change. There shall not have occurred any material adverse change in the assets or liabilities of the Station.

7.7 Good Standing Certificates. Seller shall have delivered to Buyer a good standing certificate from the Secretary of State of Delaware and the Comptroller of Public Accounts for the State of Texas, that Seller is in good standing in the state(s), dated as of a date within ten (10) days of the Closing Date.

7.8 Opinion of Seller's Counsel. Seller shall have delivered to Buyer an opinion of its independent corporate and FCC counsel, dated as of the Closing Date, substantially in the form of Exhibit C hereto.

7.9 Certifications, etc. Seller shall have delivered to Buyer a certification that the conditions contained in Sections 7.1, 7.2, and 7.3 have been fulfilled and such other customary certifications and documents as Buyer may reasonably request.

ARTICLE VIII
CONDITIONS TO OBLIGATIONS OF SELLER

The obligations of Seller under this Agreement are subject to the satisfaction on or prior to the Closing Date of the following conditions:

8.1 Representations and Warranties True on Closing Date. Buyer's representations and warranties made in this Agreement are true in all material respects as of the Closing Date as though such representations and warranties were made as of the Closing Date.

8.2 Compliance with Agreement. Buyer has performed and complied in all material respects with all of its obligations under this Agreement that are to be performed or complied with by it prior to or on the Closing Date.

8.3 No Litigation. No litigation, proceeding, investigation, or inquiry is pending or threatened which, if sustained, would enjoin or prevent the consummation of the transactions contemplated by this Agreement.

8.4 Governmental Approval. The FCC Order shall have been issued by the FCC.

8.5 Opinion of Buyer's Counsel. Buyer shall have delivered to Seller an opinion of its independent corporate counsel, dated as of the Closing Date, substantially in the form of Exhibit D hereto.

8.6 Certifications, etc. Buyer has delivered to Seller a certification that the conditions contained in Sections 8.1, 8.2, and 8.3 have been fulfilled and such other customary certifications and documents as Seller may reasonably request.

ARTICLE IX
CLOSING; CLOSING DATE

9.1 Date and Time. The closing of the transactions contemplated by this Agreement (the "Closing") will take place at a location determined by Buyer, on a date and at a time set by Buyer, but in no event later than ten (10) Business Days after the date on which the FCC Order has been announced in a Public Notice issued by the FCC. Notwithstanding the foregoing, Buyer may elect, at its absolute discretion, to postpone the Closing to a date that is not later than ten (10) Business Days after the date on which the FCC Order has become a Final Order, if a party has filed an objection with the FCC to the grant of the FCC Order and no claims are contained in the objection relating to Buyer's compliance with the Communications Act of 1934, as amended, or the rules and regulations of the FCC. The actual date of the Closing is referred to as the "Closing Date."

9.2 Procedures. If all of the conditions specified in Articles VII and VIII have been fulfilled or are waived in writing by Buyer or Seller, as the case may be, on or by the Closing Date, then, on the Closing Date:

(a) Seller will execute and deliver a general assignment and bill of sale of the Transferred Assets, in a form reasonably satisfactory to Buyer;

(b) Seller will execute and deliver separate assignments, which, as to the Leases, shall be in recordable form, or other appropriate instruments of transfer of any of the Transferred Assets not appropriately transferred by the general assignment and bill of sale, in each case, in form reasonably satisfactory to Buyer;

(c) Buyer will execute and deliver an assumption agreement with respect to the Assumed Liabilities, in a form reasonably satisfactory to Seller;

(d) Seller will execute and deliver an assignment of the Licenses to Holdings;

(e) Seller and Buyer will execute and deliver such other documents and certificates specified in Articles VII and VIII, respectively, as the other may reasonably request; and

(f) Buyer will deliver to Seller signed instructions authorizing Union Bank to deliver the Deposit to Seller, and pay to Seller the balance of the Purchase Price, as set forth in Article III(b) above.

ARTICLE X
POST CLOSING COVENANTS

10.1 Further Assurances. Seller will, from time to time after the Closing, upon the reasonable request of Buyer, execute, acknowledge, and deliver all such further assignments and assurances as may be reasonably required to transfer to and to vest in Buyer all right, title, and interest of Seller in and to the Transferred Assets and to protect the right, title, and interest of Buyer in and to the Transferred Assets.

10.2 Collection of Seller's Accounts Receivable. On the date of this Agreement, Seller shall assign to Buyer, for collection purposes only, all of the accounts receivable of the Station as of the Closing Date, for a period of ninety (90) days (the "Collection Period"), with a list of such accounts receivable to be furnished within three (3) business days after the date of this Agreement. The list shall set forth the time of each sale, the amounts due and the age of account due Seller for an incident to the operations of the Station. Buyer shall not be required to institute any legal proceedings to enforce collection of any accounts receivable. Buyer shall not adjust any accounts receivable or grant credit without Seller's prior written consent. Within ten (10) days following the end of each thirty (30) day period during the Collection Period, Buyer shall pay over to Seller a sum equal to all accounts receivable collected on behalf of Seller. At the end of the Collection Period, Buyer's responsibility for the collection of accounts receivable shall cease and Seller shall solely be responsible for the collection of the balance of the accounts receivable. During the Collection Period, in which Buyer shall act as Seller's agent for the collection of accounts receivable hereunder, payments received from advertisers shall be applied first to obligations such advertisers incurred prior to the date of this Agreement and shall not be applied to any obligations incurred by such advertiser after the date of this Agreement until the full amount of such accounts receivable has been paid, unless disputed by the account debtor, in which event such disputed account receivable, to the extent disputed, shall be turned back to Seller for resolution. Buyer shall furnish Seller, simultaneously with the payment of collections, an accounting of the accounts receivable collected by Buyer. Any funds received subsequent to the Collection Period by Buyer on account of any account turned back to Seller shall be forwarded to Seller.

10.3 Subleasing of Studio Premises. The parties agree that in connection with Seller's lease of the premises located at Suite 150, 1010 West Mockingbird Lane, Dallas, Texas ("Studio Premises"), that they will take the following actions subsequent to Closing: (i) they will use their best efforts, subject to Buyer's ultimate control, to sublet the Studio Premises to a third party for the remainder of the term of the lease; and (ii) in the event that the rent paid by the subtenant is less than the rent (and any additional rent) provided for under the terms of the lease for the Studio Premises, Buyer shall reimburse Seller for one-half of the difference between the rent paid by Seller to the landlord and the rent paid by the subtenant to Seller. Seller shall provide to Buyer annual documentation, for the preceding year, evidencing such deficiency and Buyer shall reimburse Seller within 30 days of receipt. This Section 10.3 shall survive Closing for the remainder of the term of the lease of the Studio Premises.

ARTICLE XI
ALLOCATION: TAXES

11.1 Allocation. Within 180 days following the Closing Date, Buyer will retain the services of BIA Financial Network to appraise the Transferred Assets and establish an allocation of the Purchase Price among the Transferred Assets in the manner required by Section 1060 of the Internal Revenue Code of 1986, as amended, which shall be binding upon the parties. Each of Buyer and Seller shall file with the Internal Revenue Service reports on Form 8594 reflecting such allocation of the Purchase Price.

11.2 Taxes. Seller and Buyer shall each pay one-half of all sales, stamp, recordation, transfer, conveyance, use, and transfer taxes and conveyance fees, if any, applicable to the transfer of the Transferred Assets and the other transactions provided for by this Agreement.

ARTICLE XII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties that are contained in this Agreement or given on the Closing Date will survive any investigation and inquiry made by or on behalf of Buyer or Seller, as the case may be, for two (2) years, except the representations and warranties regarding authority (Sections 4.2 and 5.2), title to the Transferred Assets.

ARTICLE XIII
INDEMNIFICATION

13.1 By Seller. After the Closing Date, Seller agrees to indemnify Buyer against any loss, cost, liability, or expense (including, without limitation, costs and expenses of litigation and, to the extent not prohibited by law, reasonable attorney's fees) (all of which are referred to as "Losses") incurred by Buyer by reason of, resulting from, or arising out of: (a) the breach of any of the written representations or warranties, or of the covenants or agreements of Seller contained in this Agreement or in any other instrument executed or delivered by Seller in connection with this Agreement or given on the Closing Date; (b) Seller's breach, on or before the Closing Date, of any agreements with third parties; (c) Seller's operation of the Station on or before the Closing Date; or (d) the assertion against Buyer of any Retained Liability.

13.2 By Buyer. After the Closing Date, Buyer agrees to indemnify Seller against any Losses incurred by Seller by reason of, resulting from, or arising out of:
(a) the breach of any of the written representations or warranties, or of the covenants or agreements of Buyer contained in this Agreement or in any other instrument executed or delivered by Buyer in connection with this Agreement or given on the Closing Date; (b) Buyer's breach, after the Closing Date, of any agreements with third parties; (c) Buyer's operation of the Station after the Closing Date; or (d) the assertion against Seller of any Assumed Liability.

13.3 Limitations upon Indemnity Obligations. The indemnity obligations of Buyer and Seller set forth in Sections 13.1 and 13.2 above shall be limited as follows:

(a) No indemnification shall be required unless and until the aggregate amount of the claimed Losses exceeds Fifty Thousand Dollars ($50,000.00); and

(b) The maximum aggregate amount that Seller or Buyer is obligated to pay to in satisfaction of its indemnity obligations under the provisions of this Article XIII shall be Seven Million Dollars ($7,000,000.00).

13.4 Defenses of Claims.

(a) Promptly, but in any event not later than twenty (20) Business Days, after receipt by Buyer or Seller, as the case may be (in any such case, the "Beneficiary"), of notice of any claim or potential claim or the commencement of any action by any person that is not a party to this Agreement (a "Third Party Claim"), which could give rise to a right to indemnification pursuant to Section 13.1 or 13.2, the Beneficiary shall give the party who may become obligated to provide indemnification hereunder (the "Indemnitor") written notice describing the Third Party Claim in reasonable detail.

(b) If the Indemnitor acknowledges in writing that it is required to indemnify the Beneficiary against the Third Party Claim which is the subject of a notice provided pursuant to Section 13.4(a), then the Indemnitor shall have the right, at its option, to participate in or, by giving written notice to the Beneficiary, to elect to assume the defense of such Third Party Claim, at the Indemnitor's own expense and by its own counsel (who shall be reasonably satisfactory to the Beneficiary). If the Indemnitor shall undertake to assume the defense of any Third Party Claim, it shall promptly notify the Beneficiary of its intention to do so, and the Indemnitor shall not be liable for any expenses subsequently incurred by the Beneficiary in connection with the defense thereof; provided, however, that the Indemnitor has taken reasonable steps necessary to defend diligently such Third Party Claim. If the Indemnitor fails to promptly assume the defense of the Third Party Claim or if it fails to take reasonable steps to defend diligently such Third Party Claim, the Beneficiary may assume its own defense, and the Indemnitor shall be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Beneficiary shall cooperate fully with, and provide

appropriate documentation as reasonably requested by the Indemnitor and its counsel in the compromise of, or defense against, any such Third Party Claim. In any event, the Beneficiary shall have the right, at its own expense (except as otherwise provided in this Section 13.4(b)), to participate in the defense of such Third Party Claim.

(c) Without the prior written consent of the Beneficiary, the Indemnitor shall not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Beneficiary for which the Beneficiary is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Beneficiary for which the Beneficiary is not entitled to indemnification hereunder and the Indemnitor desires to accept such offer, the Indemnitor shall give written notice to the Beneficiary to that effect. If the Beneficiary fails to consent to such offer within ten
(10) Business Days after its receipt of the Indemnitor's notice, the Beneficiary may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnitor as to such Third Party Claim shall not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Beneficiary through the earlier of (i) the date on which the Beneficiary received notice that the Indemnitor agreed to assume the defense of the Third Party Claim and (ii) the end of such ten (10) Business Day period. If the Beneficiary adjusts, settles, or compromises any Third Party Claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, the Beneficiary shall thereby waive any right to indemnity therefor by the Indemnitor. The Indemnitor shall be liable for any Losses arising due to it unreasonably withholding such consent.

(d) Any claim by a Beneficiary on account of Losses that does not result from a Third Party Claim (a "Direct Claim") shall be asserted by giving the Indemnitor reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after the Beneficiary becomes aware of such Direct Claim.

(e) A failure to give timely notice or to include any specified information in any notice as provided in Section 13.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise damaged as a result of such failure.

ARTICLE XIV
SPECIFIC PERFORMANCE

The parties acknowledge that the Station and the Transferred Assets are of a unique and extraordinary character and that money damages would not be a sufficient remedy to Buyer for any breach by Seller of its obligations under this Agreement; therefore, in addition to any other rights or remedies Buyer may have, Buyer shall be entitled to the remedies of specific performance or injunctive relief in connection with a breach by Seller of its obligations contained in this Agreement.

ARTICLE XV
TERMINATION

Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time on or prior to the Closing Date:

(a) By the written consent of Buyer and Seller;

(b) By Buyer (i) if any of the conditions set forth in Article VII of this Agreement have become incapable of fulfillment, (ii) Buyer has given Seller ten (10) Business Days' notice of such matter, (iii) Seller has failed to cure such matter within thirty (30) Business Days, and (iv) Buyer is not otherwise in material default;

(c) By Seller (i) if any of the conditions set forth in Article VIII of this Agreement have become incapable of fulfillment, (ii) Seller has given Buyer ten (10) Business Days' notice of such matter, (iii) Buyer has failed to cure such matter within thirty (30) Business Days, and (iv) Seller is not otherwise in material default;

(d) By Seller or by Buyer if the Closing has not occurred on or before the first anniversary of the date of the filing of the FCC Application (and the terminating party is not otherwise in material default); or

(e) By Buyer, in accordance with Section 6.9.

If this Agreement is terminated in a manner permitted by subsections (b), (d) or
(e) of this Article XV, this Agreement will become void and of no further force and effect, and the Deposit shall be returned to Buyer. If this Agreement is terminated in a manner permitted by subsection (c) of this Article XV, this Agreement will become void and of no further force and effect and Seller shall be entitled to receive a distribution of the full amount of the Deposit from Union Bank in accordance with the Escrow Agreement, as liquidated damages. Seller's sole and

exclusive remedy in connection with termination of this Agreement under subsection (c) of this Article XV shall be receipt of distribution of the Deposit, the parties acknowledging and agreeing that delivery of the Deposit to Seller shall be reasonable in light of the substantial but difficult to determine losses and damage suffered by Seller in such circumstances, and that the amount of the Deposit shall be considered an adequate estimate of such losses and damages and not a penalty. Nothing in this Article XV shall affect Buyer's rights under Article XIV (specific performance), or to seek monetary damages from Seller resulting Seller's breach of this Agreement prior to termination hereunder.

ARTICLE XVI
ADJUSTMENT OF THE PURCHASE PRICE

The Purchase Price shall be adjusted at Closing to account for proration of the following items with respect to the Station as of the Closing Date, with Seller being responsible for and receiving the benefit of such items to the extent that they relate to the period ending prior to the Closing Date and Buyer being responsible for and receiving the benefits of such items to the extent that they relate to periods from and after the Closing Date:

(a) rents and other payments under the Leases;

(b) real estate and personal property taxes, if any;

(c) water charges, sewer rents, electricity, gas and other utility charges;

(d) service and maintenance contracts and personal property leases assigned to and assumed by Buyer;

(e) pre-paid contracts for advertising or other paid air time on the Station; and

(f) proration of the FCC annual regulatory fees.

The parties shall make all reasonable efforts to determine the amounts of these prorations on or before the Closing Date and adjust the Purchase price at Closing to reflect such determinations. If, however, such amounts cannot be reasonably determined on or before the Closing Date, the parties shall mutually agree upon such matters within ninety (90) days after the Closing Date and Buyer or Seller, as applicable, shall make a final proration adjustment payment to the other of the net amount of prorations so determined within ten (10) Business Days thereafter. If the parties are unable to agree upon the amount of the adjustment amounts to be made hereunder, the parties shall chose a mutually acceptable independent accounting firm of national reputation (the "Accountant") doing business in Dallas, Texas, to settle this dispute. Buyer and Seller shall each inform the accountant in writing of its respective determination of the adjustment payment, and shall cooperate as reasonably requested by the Accountant in order for the Accountant to

determine the correct adjustment. The Accountant shall be instructed to determine the correct adjustment within thirty (30) days from the date if its engagement, and upon completion to inform the parties in writing of its determination, the basis for its determination and whether the Seller of Buyer's written statement of the adjustment is closer to its own determination. The Accountant's determination of the correct adjustment shall be final and binding upon the parties. The fees and expenses of the Accountant shall be paid by: (i) Buyer if Seller's determination of the adjustment amount is closer to the Accountant's determination of the correct adjustment; (ii) by Seller if Buyer's determination of the adjustment amount is closer to the Accountant's determination of the correct adjustment; or (iii) otherwise divided equally between the parties. Buyer or Seller, as applicable, shall make the final adjustment payment to the other of the net adjustment amount so determined by the Accountant within ten (10) Business Days after receiving notice from the Accountant of its determination.

ARTICLE XVII
MISCELLANEOUS

17.1 Expenses. Whether or not the transactions contemplated hereby are consummated, each of Buyer and Seller will pay, except as otherwise provided herein, its respective expenses, income and other taxes, and costs (including, without limitation, the fees, disbursements, and expenses of its attorneys, accountants, and consultants) incurred by it in negotiating, preparing, closing, and carrying out the transactions contemplated by this Agreement. Buyer and Seller shall each pay one-half of all FCC fees in connection with the Assignment Application.

17.2 Notices. Notices hereunder will be effective if and when sent by certified U.S. mail or by reputable same-day or overnight courier, postage prepaid or otherwise accounted for by sender, and addressed as follows:

IF TO BUYER:                Entravision - Texas Limited Partnership
                            c/o Entravision Communications Corporation
                            2425 Olympic Boulevard, Suite 6000 West
                            Santa Monica, California 90404
                            Telephone: 310-447-3870
                            Facsimile: 310-447-3899
                            Attention: Walter F. Ulloa,
                            Chairman and Chief Executive Officer

WITH A REQUIRED COPY TO:    Entravision Communications Corporation
                            2425 Olympic Boulevard, Suite 6000 West
                            Santa Monica, California 90404
                            Telephone: 310-447-3870
                            Facsimile: 310-447-3899
                            Attention: Michael G. Rowles,
                                       Senior Vice President
                                       and General Counsel

AND:                        Thompson Hine LLP
                            1920 N Street, N.W., Suite 800
                            Washington, D.C. 20036
                            Telephone: 202-331-8800
                            Facsimile: 202-331-8330
                            Attention: Barry Friedman, Esq.

IF TO SELLER:               Spanish Broadcasting System, Inc.
                            2601 South Bayshore Drive
                            Coconut Grove, Florida 33133
                            Telephone: 305-441-6901
                            Facsimile: 305-441-7861
                            Attention: Raul Alarcon, Jr.,
                                       Chairman, Chief Executive Officer
                                       and President

WITH A REQUIRED COPY TO:    Kaye Scholer, LLP
                            The McPherson Building
                            901 Fifteenth Street, N.W.
                            Washington, D.C. 20005
                            Telephone: 202-682-3500
                            Facsimile: 202-682-3580
                            Attention: Jason Shrinsky, Esq.

Any party may change the address to which notices are to be addressed by giving the other party notice in the manner set forth in this Section 17.2.

17.3 Governing Law. The validity, interpretation, and performance of this Agreement will be determined in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within that state.

17.4 Access to Records after Closing. For a period of three years after Closing, Buyer and its representatives shall have reasonable access to all of the books and records relating to the Station and the business of the Station, which Seller shall retain for such period. Such access shall be afforded by Seller upon receipt of reasonable advance notice and during normal business hours. Buyer shall be responsible for any costs and expenses incurred by it pursuant to this Section 17.4. If Seller shall desire to dispose of any of such books and records prior to expiration of such three-year period, Seller shall, prior to such disposal of books and records, give Buyer a reasonable opportunity, at Buyer's expense, to segregate and remove such books and records as it may select. This Section 17.4 shall survive Closing.

17.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute but one and the same instrument.

17.6 Headings. The headings, subheadings, and captions in this Agreement and in any schedule or exhibit hereto are for reference purposes only and are not intended to affect the meaning or interpretation of this Agreement.

17.7 Schedules. The schedules and exhibits attached to this Agreement and the other documents delivered pursuant hereto are hereby made a part of this Agreement as if set forth in full herein.

17.8 Entire Agreement. This Agreement contains the entire agreement among the parties hereto with respect to its subject matter and supersedes all negotiations, prior discussions, agreements, letters of intent, and understandings, written or oral, relating to the subject matter of this Agreement.

17.9 Successors and Assigns. This Agreement will be binding upon Seller and Buyer and their respective successors and assigns. Notwithstanding the immediately preceding sentence, Seller may assign its rights and delegate its duties under this Agreement only upon the prior written consent of Buyer. Buyer may assign, at its absolute discretion, its rights and delegate its duties under this Agreement to any entity.

17.10 Severability. If any provision of this Agreement is held to be unenforceable, invalid, or void to any extent for any reason, that provision shall remain in force and effect to the maximum extent allowable, and the enforceability and validity of the remaining provisions of this Agreement shall not be affected thereby.

17.11 Business Day. For purposes of this Agreement, "Business Day" shall mean any day which is not a Saturday, Sunday or other day on which banks in Los Angeles, California, are authorized to close.

17.12 Expenses and Attorneys' Fees. The prevailing party in any litigation, arbitration, mediation, bankruptcy, insolvency or other proceeding ("Proceeding") relating to the enforcement or interpretation of this Agreement may recover from the unsuccessful party(ies) all costs, expenses and actual attorneys' fees (including, by way of example only and without limitation, expert witnesses' and other consultants' fees and costs) relating to or arising out of: (a) the Proceeding (whether or not the Proceeding proceeds to judgment); and (b) any post- judgment or post-award proceeding including, without limitation, one to enforce or collect any judgment or award resulting from the Proceeding. All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses and actual attorneys' fees.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

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

Buyer

ENTRAVISION - TEXAS LIMITED PARTNERSHIP

By: ENTRAVISION - TEXAS G P LLC, its General Partner

By:  /s/ Walter F. Ulloa
    ----------------------------------
     Walter F. Ulloa
     Chairman, Chief Executive Officer and Managing Member

Seller

KTCY LICENSING, INC.

SPANISH BROADCASTING SYSTEM, INC.

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

Buyer

ENTRAVISION - TEXAS LIMITED PARTNERSHIP

By: ENTRAVISION - TEXAS G P LLC, its General Partner

Seller

KTCY LICENSING, INC.

By:  /s/ Raul Alarcon, Jr.
    ---------------------------------------
     Raul Alarcon, Jr.
     Chairman, Chief Executive Officer and President

SPANISH BROADCASTING SYSTEM, INC.

By:  /s/ Raul Alarcon, Jr.
    ---------------------------------------
     Raul Alarcon, Jr.
     Chairman, Chief Executive Officer and President

GUARANTY

Entravision Communications Corporation, a Delaware corporation, the parent of Entravision - Texas Limited Partnership, a Texas limited partnership, hereby guarantees the performance of Entravision - Texas Limited Partnership under this Asset Purchase Agreement.

ENTRAVISION COMMUNICATIONS CORPORATION

                                      By:  /s/ Walter F. Ulloa
                                          ----------------------------------
                                           Walter F. Ulloa
                                           Chairman and Chief Executive Officer


Dated:

Exhibit 10.2

TIME BROKERAGE AGREEMENT

This Time Brokerage Agreement (this "Agreement") is made as of this 4th day of June, 2002, effective for all purposes on the Effective Date (as defined below), between ENTRAVISION COMMUNICATIONS CORPORATION, a Delaware corporation ("Programmer"), and KTCY LICENSING, INC., a Delaware corporation ("Licensee").

Recitals

WHEREAS, Licensee holds a license issued by the Federal Communications Commission (the "FCC") for operation of Station KTCY(FM), Pilot Point, Texas (the "Station");

WHEREAS, Licensee, Programmer and Spanish Broadcasting System, Inc. ("Spanish Broadcasting") have contemporaneously entered into an Asset Purchase Agreement (the "Purchase Agreement"), which provides for the acquisition by Programmer of certain assets and liabilities of Licensee and Spanish Broadcasting on the terms and subject to the conditions set forth therein; and

WHEREAS, between the date hereof and the closing under the Purchase Agreement, Programmer desires to broker certain air time on the Station, all in accordance with the Communications Act of 1934, as amended, and the rules, regulations, and policies of the FCC (the "FCC Requirements").

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants, representations, warranties and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

1. Effective Date and Term.

1.1 Effective Date. This Agreement shall become effective for all purposes on the date hereof (the "Effective Date").

1.2 Term. The term of this Agreement (the "Term") shall begin on the Effective Date and shall continue until the consummation of the transaction under the Purchase Agreement, unless earlier terminated under the provisions of this Agreement.

2. Brokering of Air Time. Programmer hereby agrees to broker certain air time on the Station during the Term (such brokered air time period is referred to herein as the "Broadcasting Period"). During the Broadcasting Period, Licensee shall broadcast on the Station programming supplied by Programmer (the "Programming"). Programmer will ensure that the Programming meets technical and quality standards equal to those of programming broadcast by commercial radio stations generally in the United States. If Licensee, in the reasonable exercise

of its discretion, finds that the Programming does not meet such standards, then it shall advise Programmer in writing of the specific deficiencies. If such deficiencies have not been corrected within ten (10) days after receipt of notice, then Licensee shall have no obligation to continue broadcast such Programming until such time as the deficiencies are corrected.

3. Licensee's Broadcasting Obligations. In consideration for the payments made and to be made by Programmer hereunder, Licensee shall make available to Programmer, beginning on the Effective Date, all of the Station's air time (except for such time necessary for Licensee to meet its obligations under the rules and regulations of the FCC) during the Broadcasting Period and shall cause to be broadcast on the Station the Programming pursuant to Section 2 hereof. Throughout the Term, unless otherwise mutually agreed by the parties, Licensee shall maintain the operating power of the Station at its authorized maximum licensed level and shall operate and maintain in good working condition the Station's transmission facilities and broadcasting equipment. Licensee shall use its best efforts to provide at least forty-eight (48) hours' prior notice to Programmer in advance of any maintenance work affecting the operation of the Station, and such work shall be scheduled by Licensee to be performed at such hours and on such terms as to minimize interruption of broadcast of the Programming on the Station. If the Station suffers any loss or damage to its facilities which results in interruption of the ability to broadcast the Programming at the maximum authorized power for the Station, Licensee shall notify Programmer as soon as reasonably possible, and immediately undertake such repairs as are necessary to restore full-time operation of the Station at its maximum authorized power level. Throughout the Term, Licensee shall also, with respect to the Station:

(a) employ a General Manager who will report to Licensee and direct the performance of Licensee's obligations hereunder and who shall have no employment, consulting or other material relationship with Programmer;

(b) employ at least one other person on a full-time basis to assist the General Manager in performing Licensee's obligations hereunder, who shall have no employment, consulting, or other material relationship with Programmer;

(c) retain ultimate control over the personnel, finances, programming and operation of the Station;

(d) maintain a main studio consistent with the FCC Requirements at which the General Manager and other employee(s) (collectively, the "Station Employees") of Licensee will be available during normal business hours;

(e) comply with the FCC Requirements with respect to the ascertainment of community problems, needs and interests;

(f) broadcast, without selling advertising associated therewith, programming responsive thereto;

(g) timely prepare and place in the Station's public inspection files appropriate

documentation thereof; and

(h) comply with all other FCC Requirements which may be applicable to the operation of the Station, including a station operating under a time brokerage arrangement.

4. Operation, Ownership and Control of the Station.

4.1 Control Vested to Licensee. Notwithstanding anything to the contrary in this Agreement, as long as Licensee remains the FCC licensee of the Station, Licensee will have full authority, power and control over the operation of the Station and over all persons employed by it. Licensee will bear the responsibility for the Station's compliance with, and shall cause the Station to comply with, all applicable laws, including the FCC Requirements. Nothing contained herein shall prevent or hinder Licensee from: (a) rejecting or refusing Programming that Licensee believes in good faith to be unsuitable or contrary to the public interest; (b) substituting programs which Licensee believes in good faith to be of greater local or national importance or which are designed to address the problems, needs and interests of the local community; (c) preempting any Programming in the event of a local, territorial or national emergency; (d) refusing to broadcast any Programming that does not meet the FCC Requirements; or (e) deleting any commercial announcements that do not comply with the FCC Requirements or the requirements of the Federal Trade Commission, or any state, local or federal law.

4.2 Notice of Complaints. Programmer will immediately serve Licensee with notice and a copy of any letters of complaint that Programmer receives concerning the Programming, for Licensee's review and inclusion in its public inspection files. Licensee will immediately serve Programmer with notice and a copy of any letters of complaint that it receives concerning the Programming.

4.3 Programmer Access to the Station's Studio and Transmitter. During the Term, Licensee shall make available to Programmer, for no additional consideration, the areas in the Station's studio and transmitter sites as may be reasonably necessary or appropriate for Programmer to exercise its rights and perform its obligations under this Agreement.

4.4 Employees. Programmer shall employ and be responsible for the compensation, benefits, taxes, insurance, and related costs for all personnel it uses in the production of the Programming supplied to the Station hereunder, and all other costs incurred by Programmer for the production of such Programming. The Station Employees described in Section 3 above shall remain in Licensee's sole employ and control throughout the Term. Licensee shall pay all compensation, benefits (including, without limitation, all accrued vacation, sick leave and other employee benefits), taxes, insurance, and related costs owed to its Station Employees during the Term of this Agreement.

4.5 Mutual Cooperation. Programmer and Licensee agree to cooperate reasonably with each other as necessary to fulfill their rights and obligations hereunder.

5. Program Rights and Music Licenses. All music supplied by Programmer as

part of the Programming shall be: (i) licensed by Programmer under agreements between Programmer and ASCAP, SESAC or BMI; (ii) in the public domain; or (iii) cleared at the source by Programmer. The right to use the Programming and to authorize its use in any manner shall be and remain vested in Programmer. Licensee shall maintain all necessary performing rights licenses to musical compositions included in any programming that is produced by Licensee.

6. Programming to Serve the Public Interest. Licensee acknowledges that it is familiar with the type of programming Programmer intends to provide and has determined that the broadcast of the Programming on the Station will not be detrimental to the public interest and is otherwise suitable.

7. Programming Standards. Programmer shall ensure that the Programming conforms to all FCC Requirements applicable to broadcast radio stations.

8. Expenses, Revenues, and Compensation.

8.1 Station Operating Expenses. Subject to the reimbursement obligation of Programmer set forth in Section 8.3 below, on and after the Effective Date, Licensee shall pay when due all fees and expenses relating to ownership and operation of the Station.

8.2 Programming Revenues. Programmer shall be entitled to retain all, and shall not be required to share with Licensee any, of the revenue derived from Programmer's brokering of the Station's air time during the Broadcasting Period.

8.3 Compensation. As Licensee's full and complete compensation for the brokerage of air time on the Station during the Broadcasting Period, Programmer shall pay to Licensee a monthly base (the "Base Fee"), as follows: (i) on the Effective Date, $100,000.00, (ii) on the first monthly anniversary of the Effective Date, $90,000.00, and (iii) on the second monthly anniversary of the Effective Date and for all succeeding months, $80,000.00. Commencing with the second monthly anniversary, Programmer may elect to change the payment due date to the first calendar day of a month; in doing so, Programmer shall make an initial monthly payment consisting of the Base Fee for both the partial month and the next succeeding full calendar month. In addition, Programmer shall pay to Licensee an amount necessary to reimburse Licensee for the reasonable operating expenses of the Station (the "Reimbursable Expenses," together with the Base Fee, the "LMA Fee") for each month during the Term, provided, however, that such Reimbursement Expenses shall not include Licensee's payment of the following: studio, transmitter site or antenna space rent; utility expenses for operation of the Station's studio; repair or replacement of Station property damaged or destroyed (unless the cause of such damage or destruction was the gross negligence or willful misconduct of Programmer or Programmer's employees, agents or contractors); property, income or corporate taxes; administrative, accounting or legal expenses relating to Licensee's business; FCC regulatory fees; casualty and liability insurance coverage premiums for the Station; salaries and benefits for the Station Employees employed by Licensee pursuant to Section 3 above or any other employees of Licensee; and any other Station expenses for which the rules, regulations or policies of the FCC require Licensee to be responsible. Programmer's payment of the

Reimbursable Expenses shall be due once per month fifteen (15) days following receipt by Programmer of documentation evidencing Licensee's payment of those expenses. In the event that the final month of the Term, shall be less than a full calendar month, the LMA Fee for such month shall be prorated by the ratio of the number of days of the month falling within the Term divided by the total number of calendar days in that month of the Term. All of the Station's expenses arising or relating to the period before the Effective Date shall be the responsibility of Licensee, and Programmer shall not be obligated to reimburse Licensee for any expenses allocable to such period.

9. Political Time. Licensee shall, with respect to the Station, oversee and take ultimate responsibility with respect to compliance with the political broadcasting provisions of the FCC Requirements. Programmer shall cooperate with Licensee in complying with such provisions, and shall supply promptly to Licensee such information reasonably requested by Licensee for such purposes. Licensee, in consultation with Programmer, will develop a statement which discloses its political broadcasting rates and policies to political candidates, and Programmer will follow those respective policies in the sale of political programming and advertising for the Station. Programmer shall provide any rebates due to political advertisers and release advertising availabilities to Licensee during the Broadcasting Period sufficient to permit Licensee to comply with political broadcasting provisions of the FCC Requirements. Revenues received by Licensee as a result of any such release of advertising time shall be for the account of Programmer.

10. Call Letters and Frequency. During the Term, Licensee (i) shall retain all rights (except as provided in the following sentence) to the Station's call letters and trade names, (ii) shall not change the call letters, and (iii) shall not seek FCC consent to modification of facilities which would specify a frequency change or have a material adverse effect upon the presently authorized coverage contour of the Station. Programmer shall include in the Programming for the Station an announcement in a form reasonably satisfactory to the Licensee in accordance with the FCC Requirements to identify the Station, as well as any other announcements required by the FCC Requirements.

11. Events of Default and Termination.

11.1 Programmer's Events of Default. The occurrence and continuation of any of the following will be deemed an Event of Default by Programmer under this Agreement:

(a) Programmer fails to make any payments to Licensee required hereunder;

(b) Programmer fails to observe or perform any other material covenant, condition or agreement contained in this Agreement;

(c) Programmer breaches or violates any material representation or warranty made by it under this Agreement; or

(d) Programmer breaches any of its material representations, warranties, covenants or other obligations under the Purchase Agreement, and said breach is not waived or cured in accordance with the terms of the Purchase Agreement.

11.2 Licensee's Events of Default. The occurrence and continuation of any of the following will be deemed an Event of Default by Licensee under this Agreement:

(a) Licensee fails to observe or perform any material covenant, condition or agreement contained in this Agreement;

(b) Licensee breaches or violates any material representation or warranty made by it under this Agreement; or

(c) Licensee breaches any of its material representations, warranties, covenants or other obligations under the Purchase Agreement, and said breach is not waived or cured in accordance with the terms of the Purchase Agreement.

11.3 Cure Period. The defaulting party shall have thirty (30) days from the date on which Programmer has provided Licensee or Licensee has provided Programmer, as the case may be, with written notice specifying the Event(s) of Default to cure any such Event(s) of Default; provided, however, that if said Event of Default is based upon the defaulting party's breach of its material representations, warranties, covenants or other obligations under the Purchase Agreement, then only the applicable cure provisions under the Purchase Agreement shall apply. If the Event of Default cannot be cured by the defaulting party within such time period but commercially reasonable efforts are being made to effect a cure or otherwise secure or protect the interests of the non-defaulting party to the reasonable satisfaction of the non-defaulting party, then the defaulting party shall have an additional period not to exceed thirty (30) days to effect a cure; provided, however, that such additional thirty-day period shall not be available in the case of a default under Section 11.1(a) above.

11.4 Termination for Uncured Event of Default. If any Event of Default by Programmer has not been cured within the periods set forth in Section 11.3 above, then Licensee may terminate this Agreement, effective immediately upon written notice to Programmer, and pursue all remedies available at law or in equity for breach of this Agreement. If an Event of Default by Licensee has not been cured within the periods set forth in Section 11.3 above, then Programmer may terminate this Agreement, effective immediately upon written notice to Licensee, and pursue all remedies available at law or in equity for breach of this Agreement.

11.5 Termination Upon Certain Events. Notwithstanding any other provision hereof, this Agreement may be terminated by Licensee or Programmer immediately upon giving written notice to the other party hereto at any time following termination of the Purchase Agreement in accordance with the terms thereof. This Agreement shall terminate automatically and immediately upon the completion of Closing (as defined in the Purchase Agreement).

11.6 Termination by Licensee to Satisfy the FCC Requirements. If Licensee is required by the FCC to terminate this Agreement by an FCC order which has become a Final Order as that term is defined in the Purchase Agreement, Licensee shall, or, if the FCC orders that this Agreement be terminated before its order becomes a Final Order and this Agreement cannot be revised to comply with applicable FCC Requirements as contemplated by Section 20 hereof, Licensee may, upon at least sixty (60) days written notice to Programmer (or such shorter period as may be required by the FCC) terminate this Agreement.

12. Certain Representations, Warranties and Covenants.

12.1 Representations of Licensee. Licensee represents and warrants as follows: (a) Licensee is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and is qualified to do business in the State of Texas; (b) Licensee has the requisite corporate power and authority to enter into and perform this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of Licensee; and (d) the execution, delivery and performance of this Agreement by Licensee do not conflict with any other agreement to which Licensee is a party.

12.2 Representations of Programmer. Programmer represents and warrants as follows: (a) Programmer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and is qualified to do business in the State of Texas; (b) Programmer has the requisite corporate power and authority to enter into and perform this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of Programmer; and (d) the execution, delivery and performance of this Agreement by Programmer do not conflict with any other agreement to which Programmer is a party.

12.3 Other Agreements. Licensee represents and warrants that it will not enter into any other agreement with any third party that would conflict with or result in a breach of this Agreement.

12.4 Compliance with FCC Requirements. Each of the parties represents, warrants and covenants that its execution and performance of this Agreement is, and will remain, in compliance with the FCC Requirements, including without limitation, 47 C.F.R. 73.3555 and Note 2(k)(3) thereto. As required, Programmer will make the appropriate notifications to the FCC and provide relevant materials to Licensee for inclusion in the Station's public inspection file.

13. Modification and Waivers; Remedies Cumulative. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by all parties. No failure or delay on the part of Programmer or Licensee in exercising any right or power under this Agreement will operate as a waiver of such right or power, nor will any single or partial exercise of any such rights or power or the exercise of any other right or power operate as a waiver. Except as otherwise provided in this Agreement, the rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies which a party may

otherwise have.

14. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. Notwithstanding the foregoing, no party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, the Programmer may assign and delegate its rights and obligations under this Agreement to a party that controls, or is controlled by, or is under common control with, Programmer, and who is qualified under any applicable FCC Requirement, upon notice to, but without the prior written consent of Licensee. Moreover, Programmer shall have the right to assign, at its sole cost and expense, its rights and interests hereunder to its lenders as collateral security for Programmer's obligations to such lenders.

15. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of California without regard to any conflicts-of-law rules that might apply the laws of another jurisdiction or jurisdictions.

16. Notices. Notices required to be provided by this Agreement shall be given in the manner provided and to the persons specified in the Purchase Agreement.

17. Entire Agreement. This Agreement embodies the entire understanding among the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous written or oral agreement between the parties regarding such subject matter.

18. Relationship of Parties. Programmer and Licensee are not, and shall not be deemed to be, agents, partners, or representatives of each other.

19. Force Majeure. The failure of a party hereto to comply with its obligations under this Agreement due to acts of God, strikes or threats thereof, or due to other causes beyond such party's control will not constitute an Event of Default under Section 11 of this Agreement and neither party will be liable to the other therefore. Programmer and Licensee each agree to exercise its commercially reasonable efforts to remedy any such conditions affecting its own performance as soon as practicable.

20. Subject to Laws; Invalidity. The obligations of the parties under this Agreement are subject to the FCC Requirements and all other applicable laws. The parties acknowledge that this Agreement is intended to comply with FCC Requirements. However, in the event that the FCC determines that the continued performance of this Agreement is in violation of the FCC Requirements, each party will use its commercially reasonable efforts to comply with the FCC Requirements, in good faith contest or seek to reverse any such action, or agree on the terms of a revision to this Agreement, in each case, on a time schedule sufficient to meet the FCC Requirements and so long as the fundamental nature of the business arrangement between the parties evidenced by this Agreement is maintained. If any provision of this Agreement is otherwise held to be illegal, invalid, or unenforceable under present or future laws, then such provision shall be fully severable, this Agreement shall be construed and enforced as if such provision had never comprised a part thereof, and the remaining provisions shall remain in full

force and effect, in each case so long as the fundamental nature of the business arrangement between Programmer and Licensee has been maintained.

21. Reciprocal Indemnity.

21.1 Indemnification by Programmer. Programmer shall indemnify, defend, and hold harmless Licensee from and against any and all claims, losses, costs, liabilities, damages, and expenses (including reasonable attorney's fees and other expenses incidental thereto) of every kind, nature and description, including but not limited to those relating to copyright infringement (except as may result from a breach of the warranty in Section 5 hereof by Licensee), libel, slander, defamation or invasion of privacy, arising out of: (a) Programmer's broadcasts of the Programming; (b) any misrepresentation or breach of any warranty of Programmer hereunder; or (c) any breach of any covenant, agreement, or obligation of Programmer hereunder.

21.2 Indemnification by Licensee. Licensee shall indemnify, defend, and hold harmless Programmer from and against any and all claims, losses, costs, liabilities, damages, and expenses (including reasonable attorney's fees and other expenses incidental thereto) of every kind, nature and description, including but not limited to those relating to copyright infringement, libel, slander, defamation or invasion of privacy, arising out of: (a) Licensee's broadcasts of programs on its own behalf, other than the Programming; (b) any misrepresentation or breach of any warranty of Licensee hereunder; or (c) any breach of any covenant, agreement, or obligation of Licensee hereunder.

22. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

23. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were upon the same instrument.

24. Survival. All representations, warranties, covenants and agreements made by any party in this Agreement or pursuant hereto shall survive execution and delivery of this Agreement.

25. Expenses and Attorneys' Fees. The prevailing party in any litigation, arbitration, mediation, bankruptcy, insolvency or other proceeding ("Proceeding") relating to the enforcement or interpretation of this Agreement may recover from the unsuccessful party(ies) all costs, expenses and actual attorneys' fees (including by way of example only and without limitation, expert witness and other consultants' fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgment); and (b) any post-judgment or post-award proceeding including, without limitation, one to enforce or collect any judgment or award resulting from the Proceeding. All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses and actual attorneys' fees.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly authorized officers as of the date first written above.

PROGRAMMER:
ENTRAVISION COMMUNICATIONS CORPORATION

By: /s/ WALTER F. ULLOA
    --------------------------------------
      Walter F. Ulloa
      Chairman and Chief Executive Officer

LICENSEE:
KTCY LICENSING, INC.

Chairman, Chief Executive Officer and President

provision for the recovery of all such subsequently incurred costs, expenses and actual attorneys' fees.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly authorized officers as of the date first written above.

PROGRAMMER:
ENTRAVISION COMMUNICATIONS CORPORATION

LICENSEE:
KTCY LICENSING, INC.

By: /s/ RAUL ALARCON, JR.
    -------------------------------------------------
      Raul Alarcon, Jr.
      Chairman, Chief Executive Officer and President

Exhibit 10.3

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 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 (i) the Compensation Committee of the Board, appointed as provided in Section 5.1, (ii) the Stock Option Committee, if the Compensation Committee determines to delegate the administration of the Plan to a subcommittee, or, (iii) if no Compensation Committee or Stock Option Committee has been appointed, or if the Compensation Committee or Stock Option Committee ceases to consist of two or more members, 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) or leased employee of the Company, or of any corporation which is then a Subsidiary, who has been designated by the Committee 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 on the most recent date on which there was a sale of Shares on such exchange; or

(b) if clause (a) does not apply and the Shares are quoted on the National Association of Securities Dealers Automated Quotation system ("NASDAQ"), either (i) the closing price per Share as reported on NASDAQ for the date of grant, provided, a sale was reported on such day, (ii) if the date of grant is a holiday, Saturday or Sunday, the closing price per share as reported on NASDAQ on the preceding day to the date of grant on which a sale was reported; or (iii) as otherwise determined by the Committee in good faith; 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.

"Option Agreement" shall mean an Option Agreement, substantially in the form attached hereto as Exhibit A-1 and A-2, to be entered into between the Company and an Optionee, which shall set forth the material terms of the Options granted to such Optionee.

"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, $.0001 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 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 by the Committee (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. If no Committee has been appointed or if the Committee ceases to consist of two or more members, the Plan shall be administered by the Board acting by a majority of the Board. In such case, the Board shall have all the powers and duties as would have been delegated to the Committee hereunder.

5.2 DUTIES AND POWERS OF COMMITTEE.

(a) Subject to the provisions hereof, the Committee shall have (i) 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,
(ii) 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 (i) any proper officer of the Company, or more than one of them, or (ii) a subcommittee, consisting solely of Committee members, 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 250,000.

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 the date of Board approval (the "Effective Date"). The Plan shall continue in effect until ten years after the date it was approved by the Company's stockholders.

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 30, 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 (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 A-1

FORM OF OPTION AGREEMENT

(INCENTIVE STOCK OPTION GRANTS)

[SBS LOGO]

            Granted To:        ________________________

            Grant Date:        ________________________

       Options Granted:        ________________________

Option Price per Share:        ________________________  Total Cost to Exercise: $________

       Expiration Date:        _________ _________ _______, unless terminated earlier.

      Vesting Schedule:        ___% immediately, ___ % each year as follows:

                               _________________________________________________

                               _________________________________________________


       Transferability:        Not transferable except in accordance with the Plan.

                                       Spanish Broadcasting System, Inc.


                                       By:________________________________

By my signature below, I hereby acknowledge receipt of this Option granted on the date shown above, which has been issued to me under the terms and conditions of the Plan. I further acknowledge receipt of a copy of the Plan and agree to conform to all of the terms and conditions of the Option and the Plan.

Signature:_____________________________________ Date:___________________

(Name of Optionee)

EXHIBIT A-2

FORM OF OPTION AGREEMENT

(NONQUALIFIED STOCK OPTION GRANTS)

[SBS LOGO]

            Granted To:        ________________________

            Grant Date:        ________________________

       Options Granted:        ________________________

Option Price per Share:        ________________________  Total Cost to Exercise: $________

       Expiration Date:        _________ _________ _______, unless terminated earlier.

      Vesting Schedule:        ___% immediately, ___ % each year as follows:

                               _________________________________________________

                               _________________________________________________


       Transferability:        Not transferable except in accordance with the Plan.

                                       Spanish Broadcasting System, Inc.


                                       By:________________________________

By my signature below, I hereby acknowledge receipt of this Option granted on the date shown above, which has been issued to me under the terms and conditions of the Plan. I further acknowledge receipt of a copy of the Plan and agree to conform to all of the terms and conditions of the Option and the Plan.

Signature:_____________________________________ Date:___________________

(Name of Optionee)

Exhibit 10.4

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 disease, 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 on the most recent date on which there was a sale of Shares on such exchange;

(ii) if clause (i) does not apply and the Shares are quoted on the National Association of Securities Dealers Automated Quotation system ("NASDAQ"), either (a) the closing price per Share as reported on NASDAQ for the date of grant, provided, a sale was reported on such day or (b) if the date of grant is a holiday, Saturday or Sunday, the closing price per share as reported on NASDAQ on the preceding day to the date of grant 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"incentive stock options" within the meaning of Section 422 of the Code.

"Option Agreement" shall mean an Option Agreement, substantially in the form attached hereto as Exhibit A, 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, $.0001 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 effect. 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 has been approved by the Board and by the Company's stockholders, and shall become effective as of the date the Board approved such Plan, (the "Effective Date"). The Plan shall continue in effect until ten years after the date it was approved by the Company's stockholders.

(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. (i) 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.

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

(iii) 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.

(iv) 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.

EXHIBIT A

FORM OF OPTION AGREEMENT

[SBS LOGO]

            Granted To:        ________________________

            Grant Date:        ________________________

       Options Granted:        ________________________

Option Price per Share:        ________________________  Total Cost to Exercise: $________

       Expiration Date:        _________ _________ _______, unless terminated earlier.

      Vesting Schedule:        ___% immediately, ___ % each year as follows:

                               ____________________________________________

                               ____________________________________________

       Transferability:        Not transferable except in accordance with the Plan.



                                       Spanish Broadcasting System, Inc.



                                       By:_________________________________

By my signature below, I hereby acknowledge receipt of this Option granted on the date shown above, which has been issued to me under the terms and conditions of the Plan. I further acknowledge receipt of a copy of the Plan and agree to conform to all of the terms and conditions of the Option and the Plan.

Signature:_____________________________________ Date:_______________________

(Name of Optionee)

EX-A-1