<PAGE>

                                                                 CLOSING VERSION

                  INVESTMENT CONTRACT OF TELEVISA IN M/A AND IN
                     GESTORA DE INVERSIONES AUDIOVISUALES LA
                                   SEXTA, S.A.

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

                                 By and between



                         THE STOCKHOLDERS OF GRUPO ARBOL

                        THE STOCKHOLDERS OF MEDIAPRO B.V.

                            ARBOL PRODUCCIONES, S.A.

                        MEDIAPRODUCTIONS PROPERTIES, B.V.

                               THE MEMBERS OF M/A

                                       M/A

                                       SPV

                                       AND

                              GRUPO TELEVISA, S.A.





                             Madrid, March 26, 2006


                                (GARRIGUES LOGO)


   Hermosilla, 3 - 28001 Madrid - Spain - T+34 91 514 52 00 F+34 91 399 24 08


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
IN SESSION                                                                   5

1.     PRELIMINARY OBLIGATION                                               12

2.     LINE OF CREDIT                                                       13

3.     OPTIONS FOR GAMP AND SPV                                             14

4.     ASSUMPTION OPTION                                                    14

5.     STOCKHOLDER CONTROL, HOLDING AND INTENDED USE OF THE FUNDS           15

6.     EXCLUSIVE NEGOTIATION RIGHT                                          17

7.     RIGHT OF FIRST REFUSAL                                               21

8.     NO COMPETITION                                                       23

9.     NO SOLICITATION                                                      24

10.    RIGHTS AS MINORITY STOCKHOLDER                                       25

11.    MEMBERSHIP                                                           25

12.    CONDITION FOR RESCISSION                                             25

13.    GENERAL                                                              26

    13.1   Expenses and Taxes                                               26

    13.2   Cooperation                                                      26

    13.3   Notices                                                          26

    13.4   Entire Agreement; Amendments                                     26

    13.5   Invalidity, Nullity and Partial Ineffectiveness                  27

    13.6   Non-Existence of Waiver                                          27

    13.7   Declarations                                                     27

14.    COMPLIANCE AND RESCISSION                                            27

15.    APPLICABLE LAW                                                       28
</TABLE>


                                        2

<PAGE>

<TABLE>
<S>                                                                         <C>
16.    JURISDICTION                                                         28

17.    ADDITIONAL PROVISION                                                 28
</TABLE>

                                       3


<PAGE>

                               LIST OF APPENDICES


APPENDIX G1                LA SEXTA STOCK PURCHASE AND PLACECITYSALE POLICY

APPENDIX G2:               LA SEXTA STOCKHOLDER AGREEMENT

APPENDIX I:                MERGER AGREEMENT

APPENDIX 1(B):             AUDITED FINANCIAL STATEMENTS OF GRUPO ARBOL AND
                           MEDIAPRO B.V. FOR THE YEAR 2004, CONSOLIDATED
                           FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005, FOR
                           EACH OF THE COMPANIES AND CONSOLIDATED PRO FORMA
                           FINANCIAL STATEMENTS FOR BOTH COMPANIES AS OF
                           DECEMBER 31, 2004, AND SEPTEMBER 30, 2005, AND
                           UPDATED CHART AS OF MARCH 26, 2006, WITH ALL
                           SUBSIDIARIES OF BOTH GROUPS

APPENDIX 1 (B) II.:        ASSETS EXCEPTED FROM THE M/A MERGER

APPENDIX 2:                TELEVISA ENGAGEMENT LETTER

APPENDIX 2 BIS:            LINE OF CREDIT

APPENDIX 2 TER:            GAMP PLEDGE CONTRACT

APPENDIX 2 QUATER:         SPV PLEDGE CONTRACT

APPENDIX 3:                SPV STOCK PURCHASE OPTION

APPENDIX 3 BIS:            GAMP STOCK PURCHASE OPTION

APPENDIX 4:                M/A HOLDINGS ASSUMPTION OPTION

APPENDIX 10:               RIGHTS AS MINORITY STOCKHOLDER

APPENDIX 11:               LETTER OF MEMBERSHIP

APPENDIX 13.3:             NOTICES

                                       4

<PAGE>

                                   IN SESSION

This contract is executed in Madrid on March 26, 2006, with the participation of
Mr. Fernando Molina Stranz, Notary in Madrid and a member of the College of
Notaries, by and between

I.       AS PARTY OF THE FIRST PART,

         MR. EMILIO ARAGON ALVAREZ, of legal age, with professional domicile in
         Madrid at Carretera de Fuencarral a Alcobendas, km 12,450, and National
         Identity Card D.N.I. 2.513.515-Y.

         CARIBE MUSIC S.A. (hereinafter known as "CARIBE MUSIC"), a company
         formed under the Laws of Spain, with Tax Identification Code (T.I.C.)
         A-78968716 and company headquarters located at Menendez Pidal 43.
         CARIBE is represented herein by Mr. Emilio Aragon Alvarez, with
         National Identity Card/Tax Identification Number 2.513.515-Y, who
         appears in his position as Chief Executive Officer, as demonstrated by
         a copy of the Public Document issued before the Notary in Madrid, Mr.
         Jesus Franch Valverde, on December 27, 2001, under No. 3.070 of his
         records.

         MR. DANIEL ECIJA BERNAL, of legal age, with professional domicile in
         Madrid at Carretera de Fuencarral a Alcobendas, km 12,450, and National
         Identity Card 5.254.706-B.

         PIPEN, S.L. (hereinafter known as "PIPEN"), a company formed under the
         Laws of Spain, with Tax Identification Code (T.I.C.) B-03834389 and
         company headquarters located at Calle Penalara, Parcela 196,
         Urbanizacion Soto de Vinuelas, Tres Cantos (Madrid). PIPEN is
         represented herein by Mr. Daniel Ecija Bernal, with National Identity
         Card/Tax Identification Number 5.254.706-B, who appears in his position
         as Sole Director, as demonstrated by a copy of the Public Document
         issued before the Notary in Madrid, Mr. Emilio Lopez Melida, on May 22,
         1998, under No. 1.653 of his records.

         MR. JOSE MIGUEL CONTRERAS TEJERA, of legal age, with professional
         domicile in Madrid at Carretera de Fuencarral a Alcobendas, km 12,450,
         and National Identity Card 51.338.117-R.

         JMC 2000, S.L. (hereinafter known as "JMC 2000"), a company formed
         under the Laws of Spain, with Tax Identification Code (T.I.C.)
         B-81155608 and company headquarters located at Calle Navacerrada 3,
         Tres Cantos. JMC 2000 is represented herein by Mr. Jose Miguel
         Contreras Tejera, with National Identity Card/Tax Identification Number
         51.338.117-R, who appears in his position as Sole Director, as
         demonstrated by a copy of the Public Document issued before the Notary
         in Valencia, Mr. Miguel Gines Albalate, on December 18, 1998, under No.
         3.477 of his records.

         MR. ANDRES VARELA ENTRECANALES, of legal age, with professional
         domicile in Madrid at Carretera de Fuencarral a Alcobendas, km 12,450,
         and National Identity Card 5.383.505-X.

         MGVH 2000, S.L. (hereinafter known as "MGVH 2000"), a company formed
         under the Laws of Spain, with Tax Identification Code (T.I.C.)
         B-81916017 and

                                       5

<PAGE>

         company headquarters located at Calle C/Justiniano No. 9. MGVH 2000 is
         represented herein by Mr. Andres Varela Entrecanales, with National
         Identity Card/Tax Identification Number 5.383.505-X, who appears in his
         position as Joint Director, as demonstrated by a copy of the Public
         Document issued before the Notary in Madrid, Mr. Pablo Duran de la
         Colina, on February 27, 2003, under No. 705 of his records.

         GAVEC CARTERA 24, S.L. (hereinafter known as "GAVEC CARTERA 24"), a
         company formed under the Laws of Spain, with Tax Identification Code
         (T.I.C.) B-84359546, with company headquarters located in Madrid, at
         Carretera de Fuencarral a Alcobendas, km. 12,450. GAVEC CARTERA 24 is
         represented herein by Mr. Emilio Aragon Alvarez and Mr. Andres Varela
         Entrecanales, with National Identity Cards/Tax Identification Numbers
         2.513.515-Y and 5.383.505-X, who appear in their positions as Joint
         Agents, as demonstrated by a copy of the Public Document issued before
         the Notary in Madrid, Mr. Ignacio Paz-Ares Rodriguez, on May 25, 2005,
         under No. 1.456 of his records.

         MR. FEDERICO GARCIA ARQUIMBAU AYUSO, of legal age, domiciled at Plaza
         de los Sagrados Corazones, No. 1, 8th floor, and National Identity Card
         22.891.884-F.

         MR. MANUEL VALDIVIA SANTIAGO, of legal age, with professional domicile
         in Madrid at Carretera de Fuencarral a Alcobendas, km 12,450, and
         National Identity Card 5.352.874-S.

         Mr. Emilio Aragon Alvarez, Mr. Daniel Ecija Bernal, Mr. Jose Miguel
         Contreras Tejera, Mr. Andres Varela Entrecanales, Mr. Federico Garcia
         Arquimbau Ayuso, Mr. Manuel Valdivia Santiago, CARIBE MUSIC, PIPEN, JMC
         2000, MGVH 2000 and GAVEC CARTERA 24 are hereinafter known as the
         "STOCKHOLDERS OF THE GRUPO ARBOL".

II.      AS PARTY OF THE SECOND PART,

         MR. JAUME ROURES I LLOP, of legal age, with professional domicile in
         Esplugues de Llobregat (Barcelona), at Calle Gaspar Fabregas, No. 81,
         3rd Floor, Edificio Imagina, and National Identity Card 37.259.141-S,
         represented by Mr. Josep Maria Benet Ferran, by reason of the power of
         attorney granted on March 24, 2006, before the Notary, Mr. Miguel de
         Paramo Arguelles, in a public document with record number 2426.

         MEDIACABLE SERVICIOS DE PRODUCCION, S.L. (hereinafter known as
         "MEDIACABLE"), a company formed under the Laws of Spain, with Tax
         Identification Code (T.I.C.) B-61948444 and company headquarters
         located in Esplugues de Llobregat, at Calle Gaspar Fabregas, No. 81,
         represented herein by Mr. Josep Maria Benet Ferran, by reason of the
         power of attorney granted on March 24, 2006, before the Notary, Mr.
         Miguel de Paramo Arguelles, in a public document with record number
         2425.

         MR. JOSEP MARIA BENET FERRAN, of legal age, with professional domicile
         in Esplugues de Llobregat (Barcelona), at Calle Gaspar Fabregas, No.
         81, 3rd Floor, Edificio Imagina, and National Identity Card
         40.857.318-A.

         ATAS CORP, S.L. (hereinafter known as "ATAS CORP"), a company formed
         under the Laws of Spain, with Tax Identification Code (T.I.C.)
         B-62270590, with company headquarters located in Esplugues de
         Llobregat, at Calle Gaspar Fabregas, No. 81, represented herein by Mr.
         Josep Maria Benet Ferran, with


                                       6
<PAGE>

         National Identity Card No. 40.857.318-A, who appears as Sole Director,
         appointed by reason of the public document issued on June 23, 2000, by
         the Notary in Barcelona, Mr. Lorenzo P. Valverde Garcia, under No. 1814
         of his records.

         MR. GERARD ROMY BELILOS, of legal age, with professional domicile in
         Esplugues de Llobregat (Barcelona), at Calle Gaspar Fabregas, No. 81,
         3rd Floor, Edificio Imagina, and National Identity Card 37.663.569-B.

         MEDIAVIDEO, S.L. (hereinafter known as "MEDIAVIDEO"), a company formed
         under the Laws of Spain, with Tax Identification Code (T.I.C.)
         B-59200253, with company headquarters located in Barcelona, at Calle
         Trafalgar 4, represented herein by Mr. Gerard Romy Belilos, with
         National Identity Card No. 37.663.569-B, who appears as Sole Director,
         appointed by reason of the public document issued on September 5, 2002,
         by the Notary in Barcelona, Mr. Francisco Palop Tordera, under No. 1360
         of his records.

         MEDIACAPITAL B.V. (hereinafter known as "MEDIACAPITAL"), a company
         formed under the Laws of The Netherlands, with company headquarters
         located at Prins Hendriklaan 18, 1075 BC Amsterdam (The Netherlands).
         MEDIACAPITAL is represented herein by Mr. Gerard Romy Belilos, with
         National Identity Card No. 37.663.569-B, who appears in his position as
         agent by reason of the power of attorney issued on March 23, 2006, by
         the Notary Martijn Albers.

         CAVENDISH SQUARE HOLDING B.V. (hereinafter known as "WPP"), a company
         formed under the Laws of The Netherlands, with company headquarters
         located at Prins Alexanderplein 8, 3067 GC Rotterdam (The
         Netherlands).WPP is represented herein by Mr. Josep Tomas Aurin, in his
         position as verbally-appointed agent.

         WITGOUD INVESTMENTS B.C. (hereinafter known as "WITGOUD"), a
         limited-liability company with headquarters at Foppingadreef 22, 1102
         BS Amsterdam Zuidoost (The Netherlands), formed and duly existing under
         and in accordance with the Laws of The Netherlands, with number
         33068605 (hereinafter known as "WITGOUD"). Representing it, Mr. Josep
         Tomas Aurin is acting in his position as agent, as demonstrated by a
         copy of his Power of Representation legalized before the Notary in The
         Netherlands, Mr. Martijn Albers, dated March 24, 2006, bearing the
         appropriate apostille.

         Mr. Jaume Roures i Llop, Mediacable, Mr. Joseph Maria Benet Ferran,
         Atas Corp, Mr. Gerard Romy Belillos, Mediavideo, MEDIACAPITAL, WPP and
         WITGOUD shall hereinafter be known, jointly, as the "STOCKHOLDERS OF
         MEDIAPRO B.V."

         The Stockholders of the Grupo Arbol and the Stockholders of MediaPro
         B.V. shall hereinafter be known, jointly as the "MEMBERS OF M/A."

III.     AS PARTY OF THE THIRD PART,

         ARBOL PRODUCCIONES, S.A. (hereinafter known as "GRUPO ARBOL"), a
         company formed under the Laws of Spain, with Tax Identification Code
         (T.I.C.) A-81/763492, with company headquarters located in Madrid, at
         Carretera de Fuencarral a Alcobendas, km. 12,400. Grupo Arbol is
         represented herein by Mr. Jose Miguel Contreras Tejera, with National
         Identity Card/Tax Identification Number 51.338.117-R, who appears in
         his position as Agent, by reason of the

                                       7

<PAGE>

         powers conferred upon him by agreement of the Board of Directors, which
         agreements were publicly recorded on June 17, 1997, by the Notary in
         Madrid, Mr. Jesus Franch Valverde, under No. 1604 of his records,
         having been specially authorized for this act by reason of the company
         approvals adopted by the meeting of the Board of Directors of the
         above-named company held on March 26, 2006.

IV.      AS PARTY OF THE FOURTH PART,

         MEDIAPRODUCTION PROPERTIES B.V. (hereinafter known as "MEDIAPRO B.V."),
         a company formed under the Laws of The Netherlands, with company
         headquarters located at Prins Hendriklaan 18, 1075 BC Amsterdam (The
         Netherlands). MediaPro B.V. is represented herein by Josep Maria Benet
         Ferran, with National Identity Card No. 40.857.318-A, who appears in
         his position as agent by reason of the power of attorney issued on
         March 23, 2006, by the Notary Martijn Albers.

V.       AS PARTY OF THE FIFTH PART,

         Grupo Afinia, S.L. (hereinafter known as "MA"), a company formed under
         the Laws of Spain, with company headquarters located in Esplugues de
         Llobregat (Barcelona) at Calle Gaspar Fabregas, 81. MA is represented
         herein by Mr. Josep Maria Benet Ferran and Mr. Andres Varela
         Entrecanales, with National Identity Cards/Tax Identification Numbers
         40857.318-A and 5.383.505-X, respectively, who appear in their
         positions as Joint Agents by reason of the powers conferred upon them
         by the agreement of the Board of Directors, which agreements were
         publicly recorded on March 24, 2006, by the Notary in Madrid, Mr.
         Ignacio Paz-Ares Rodriguez under No. 783 of his records.

VI.      AS PARTY OF THE SIXTH PART,

         Inversiones Mediapro Arbol S.L. (hereinafter known as "SPV"), a company
         formed under the Laws of Spain, with company headquarters located in
         Madrid, at Carretera de Fuencarral a Alcobendas, Km, 12,450. SPV is
         represented herein by Mr. Andres Varela Entrecanales and Mr. Josep
         Benet Ferran, with National Identity Cards/Tax Identification Numbers
         5.383.505-X and 40857.318-A, respectively, in their positions as Joint
         Directors, to which positions they were appointed in the Charter of the
         company issued on March 24, 2006, before the Notary in Madrid, Mr.
         Ignacio Paz-Ares Rodriguez, under No. 788 of records, pending
         registration.

VII.     AS PARTY OF THE SEVENTH PART,

         GRUPO TELEVISA, S.A. (hereinafter known as "TELEVISA"), a Mexican
         company, with company headquarters at Av. Vasco de Quiroga, No. 2,000,
         Colonia Santa Fe, 01210 Mexico, F.D., formed in accordance with
         document number 30.200, issued in Mexico City on December 19, 1990,
         before Licenciado Francisco Javier Mondragon Alarcon, Notary Public,
         Holder of Notary's Office No. 73 in Mexico City, the first copy of
         which is recorded in the Commercial Registry under No. 142.164 of the
         Public Property and Commerce Registry of the Federal District. Televisa
         is represented herein by Mr. Salvi Rafael Folch Viadero and Mr. Joaquin
         Balcarcel Santa Cruz, who appear and represent the company by reason of
         the power of attorney granted by the Board of Directors of this company
         on February 25, 2002, before Licenciado Rafael Manuel Oliveros Lara,
         Notary Public, holder of Notary's Office No. 45 of the Federal
         District, under No. 56.299,

                                       8

<PAGE>

         apostille affixed on October 11, 2005, in conformity with the Treaty of
         the Hague of 1961.

The Stockholders of Grupo Arbol, the Stockholders of MediaPro B.V., Grupo Arbol,
MediaPro B.V., the Members of M/A, M/A, SPV and Televisa shall be known
hereinafter, jointly, as the "PARTIES," and each of them individually as the
"PARTY."

The Parties declared and reciprocally recognize the legal capacity necessary to
execute this contract.

                                     WHEREAS

A.       The Stockholders of Grupo Arbol wholly own the stock in Grupo Arbol, as
         shown in the table below.

<TABLE>
<CAPTION>

           STOCKHOLDERS OF GRUPO ARBOL            NUMBER OF SHARES            % OF AUTHORIZED CAPITAL
           ---------------------------            ----------------            -----------------------
<S>                                               <C>                         <C>
       Emilio Aragon Alvarez                           20,262                          13.52
       Caribe Music, S.A.                               6,507                           4.34
       Daniel Ecija Bernal                             20,262                          13.52
       Pipen, S.L.                                      6,507                           4.34
       Jose Miguel Contreras Tejera                     6,064                           4.05
       JMC 2000, S.L.                                  20,705                          13.82
       Andres Varela Entrecanales                       7,908                           5.28
       MGVH 2000, S.L.                                 18,861                          12.59
       GAVEC CARTERA 24, S.L.                          35,965                          24.00
       Federico G(a)Arquimbau Ayuso                     3,647                           2.43
       Manuel Valdivia Santiago                         3,167                           2.11
                                     TOTAL:           149,855                           100%
</TABLE>

B.       All of the above shares were pledged to Banco de Sabadell, S.A., in
         guarantee of the loan agreement of September 21, 2005, for a total
         amount of 46,402,810.08 Euros, of which GAVEC Cartera 24, S.L. owes the
         amount of 35,999,866.05 Euros (Tranche A).

C.       After the M/A Merger, the Stockholders of MediaPro B.V. will, directly
         or indirectly, wholly own the interests in MediaPro B.V., the parent
         company of the group including Mediaproduccion, S.L. (company wholly
         owned by MediaPro B.V., formed under the Laws of Spain, with Tax
         Identification Code (T.I.C.) B-60.18.752, with company headquarters
         located in Esplugues de Llobregat (Barcelona), Calle Gaspar Fabregas i
         Roses, No. 81, 3rd Floor, hereinafter known as "MEDIAPRO"). As of
         today, MEDIACAPITAL wholly owns the authorized capital of MediaPro B.V.

                                       9

<PAGE>

D.       Grupo Arbol and Mediapro hold 37.44% and 35.56%, respectively, of the
         capital in GAMP Audiovisual, S.A. (hereinafter known as "GAMP"). GAMP
         is a company formed under the Laws of Spain, with Tax Identification
         Code (T.I.C.) A84434968, with company headquarters located in Madrid,
         at Carretera de Fuencarral a Alcobendas, km. 12,400. The complete list
         of stockholders of GAMP is given in the table below. The stock is free
         of any lien or encumbrance.

<TABLE>
<CAPTION>
               STOCKHOLDERS OF GAMP               NUMBER OF SHARES            % OF AUTHORIZED CAPITAL
               --------------------               ----------------            -----------------------
<S>                                               <C>                         <C>
       GRUPO ARBOL                                     74,879                          37.44%
       MEDIAPRO                                        71,135                          35.56%
       DRIVE ENTERTAINMENT, S.L.                       20,002                             10%
       GABASCAR, S.A                                   20,002                             10%
       GRUP EMPRESARIAL EL TERRAT, S.L.                14,002                              7%
                                     TOTAL:           200,020                            100%
</TABLE>

E.       GAMP is a company intended solely to be a vehicle through which the
         Grupo Arbol and MediaPro, together with other partners, hold 60% of
         Gestora de Inversiones Audiovisuales La Sexta, S.A. (hereinafter known
         as "LA SEXTA"). LA SEXTA is a company formed under the Laws of Spain,
         with Tax Identification Code (T.I.C.) A-84/434935, with company
         headquarters located in Madrid, at Carretera de Fuencarral a
         Alcobendas, km. 12,400. The complete list of stockholders of La Sexta,
         in accordance with the provisions of Statement G below, is given in the
         table below. The stock is free of any lien or encumbrance.

<TABLE>
<CAPTION>
             STOCKHOLDERS OF LA SEXTA             NUMBER OF SHARES            % OF AUTHORIZED CAPITAL
             ------------------------             ----------------            -----------------------
<S>                                               <C>                         <C>
       GAMP                                            600,608                          60%
       Televisa                                        400,405                          40%
                                     TOTAL:          1,001,013                         100%
</TABLE>

F.       LA SEXTA is the shell company created for participation in a public bid
         for the award of a license for the operation of public television
         service on a state level under the system of broadcasting on networks,
         according to the Resolution of July 29, 2005, of the Secretary of State
         for Telecommunications and the Information Society, published in the
         B.O.E. of July 30, 2005 (hereinafter known as the "LICENSE") and the
         operation thereof (hereinafter known as the "Project"), which bid it
         won according to agreement of the Council of Ministers of November 25,
         2005.

                                       10

<PAGE>

G.       On October 14, 2005, Televisa acquired from GAMP stock in LA SEXTA,
         making up 40% of the authorized capital thereof, by means of the stock
         purchase and sale policy, a copy of which is appended as Appendix G1,
         and, as of today, it signed a Stockholder Agreement with GAMP, Grupo
         Arbol, MediaPro, M/A, SPV and LA SEXTA regulating, among other aspects,
         the terms and conditions governing the relations among all the parties
         thereto, among the stockholders of LA SEXTA, and among the latter and
         LA SEXTA (hereinafter known as the "LA SEXTA STOCKHOLDER AGREEMENT", a
         copy of which is appended as Appendix G2).

H.       M/A is a company created for the purposes indicated in the following
         statement. As of today, the interests in the full authorized capital of
         M/A is given in the table below. The interests are free of any lien or
         encumbrance.

<TABLE>
<CAPTION>
                      MEMBERS OF M/A                NUMBER OF INTERESTS      % OF AUTHORIZED CAPITAL
                      --------------                -------------------      -----------------------
<S>                                                 <C>                      <C>
         Emilio Aragon Alvarez                                  3,245                     5.41
         Caribe Music, S.A.                                     1,042                     1.74
         Daniel Ecija Bernal                                    3,245                     5.41
         Pipen, S.L.                                            1,042                     1.74

         Jose Miguel Contreras Tejera                             971                     1.62
         JMC 2000, S.L.                                         3,316                     5.53
         Andres Varela Entrecanales                             1,267                     2.11
         MGVH 2000, S.L.                                        3,021                     5.04
         GAVEC CARTERA 24, S.L.                                 5,760                     9.60

         Federico G(a)Arquimbau Ayuso                             584                     0.97

         Manuel Valdivia Santiago                                 507                     0.84
         Mediacapital, B.V.                                    24,000                    40.00
         Witgoud Investments B.V.                              12,000                    20.00
         TOTAL:                                                60,000                   100.00
</TABLE>

I.       Grupo Arbol and MediaPro B.V. are in the process of merging, so that
         the Shareholders of Grupo Arbol and the Shareholders of MediaPro B.V. -
         following a certain prior reorganization pursuant to which MEDIACAPITAL
         will own 66.66% and WITGOUD will own 33.33% of the capital- will
         contribute all their shares in those companies to M/A and will receive,
         in exchange, interests in M/A in proportion to their respective
         contributions (hereinafter, the "M/A MERGER"), all as provided in the
         Merger Agreement of the Business of the ARBOL and MEDIAPRO Groups dated
         February 10, 2006) (hereinafter, the "MERGER AGREEMENT", copy of which
         is attached as Exhibit I hereto). Under the Merger Agreement, the
         ownership structure of M/A following completion of the merger process
         will be the percentages set forth in the above table. The respective
         interests will be free from any lien or encumbrance other than those
         described in the following Recital.

         As of the date hereof, WPP does not hold any direct or indirect
         interest in M/A. However, as part of the Merger process, WPP will own
         10% of the preferred shares of the capital stock of WITGOUD with the
         right to convert them, as

                                       11

<PAGE>

         described in the Merger Agreement and in Exhibit 9.1(IX) to the Line of
         Credit defined below, of the entire capital of the above-mentioned
         company.

J.       Following the merger described in the previous Recital, the pledge
         mentioned in Recital B will be cancelled and replaced by a pledge on
         all equity interests of M/A owned by the Grupo Arbol Shareholders as a
         result of the subscription of the M/A capital increase, through the
         non-monetary contribution of their Grupo Arbol shares.

K.       SPV is a company wholly owned by M/A, to which Grupo Arbol and MediaPro
         intend to transfer all GAMP shares owned by the latter two companies
         (hereinafter, the "TRANSFER TO SPV"). The sole asset of SPV will be
         such GAMP shares mentioned in Recital D and all additional shares they
         may hold in that company, and its sole purpose will be to receive the
         Line of Credit defined in Clause 2 below for the capitalization of GAMP
         and subsequently of LA SEXTA.

L.       As a result of their direct or indirect joint investment in LA SEXTA,
         the Parties have reached another series of agreements for the financing
         of the Project and for the possible investment of Televisa in M/A.

M.       Considering the foregoing, the Parties have decided to enter into this
         Investment Agreement (the "AGREEMENT") in accordance with the following

                                     CLAUSES

1.       PRELIMINARY OBLIGATION

         The Grupo Arbol Shareholders, the MediaPro B.V. Shareholders and the
         M/A Members undertake to carry out the M/A Merger and the Transfer to
         SPV in good faith and within the shortest possible period of time, on
         the terms described in Recitals I, J and K and in this Clause
         (hereinafter, the "PRELIMINARY OBLIGATION"):

(a)      The Preliminary Obligation shall have been performed by June 30, 2006.

(b)      Attached as Exhibit 1(b) hereto are the audited financial statements of
         Grupo Arbol and MediaPro B.V. for fiscal year 2004, the consolidated
         financial statements as of September 30, 2005 of each company and the
         pro-forma consolidated financial statements of both merged companies as
         of December 31, 2004 and September 30, 2005, as well as a table updated
         to the date of this Agreement with all subsidiaries and affiliated
         companies of Grupo Arbol and of MediaPro B.V. The Grupo Arbol
         Shareholders and the MediaPro B.V. Shareholders represent, warrant and
         undertake, as the case may be, that:

         i.       From the date of this Agreement to the consummation of the M/A
                  Merger, both companies will act in the ordinary course of
                  business so as to maintain the integrity of their businesses.

         ii.      The assets that are part of the M/A Merger are all the assets
                  currently used by each of the Grupo Arbol Shareholders and the
                  MediaPro B.V. Shareholders in the Audiovisual Production and
                  Other Audiovisual 12

<PAGE>
                  Services, as defined in Clause 8, except for the Assets
                  excepted from the M/A Merger, which are listed in Exhibit 1
                  (b) ii attached hereto.

         iii.     The M/A Members will have non-compete obligations on the terms
                  set forth in clause 8 below.

         iv.      Prior to the execution of this Agreement, M/A and the M/A
                  Members have delivered to Televisa copy of (i) the Merger
                  Agreement and (ii) the bylaws of M/A. M/A and the M/A Members
                  represent to Televisa that they are not parties to any other
                  agreement governing the creation or transfer of interests in,
                  or the control or management of M/A.

Performance of the above-mentioned Preliminary Obligation shall be evidenced
through the delivery to Televisa of (i) copy of the notarial instruments
recording the contribution of the Grupo Arbol and MediaPro B.V. shares to M/A,
duly executed and submitted to the Commercial Registry for registration and (ii)
a certificate of the Secretary of the M/A Board of Directors describing the
ownership structure following the M/A Merger.

2.  LINE OF CREDIT

Concurrently with the execution of this Agreement, DTH Europa, S.A., a
subsidiary 100% owned, directly or indirectly, by Televisa, and with the joint
and several undertaking of Televisa, as its own obligation pursuant to the
letter attached as Exhibit 2 hereto, signs with SPV, a 100% directly owned
subsidiary of M/A, a line of credit, in order to finance part of the capital
contributions of M/A to La Sexta through its direct interest in SPV and its
indirect interest in GAMP, according to the terms and conditions set forth in
the agreement attached as Exhibit 2 bis hereto (hereinafter, the "LINE OF
CREDIT").

As provided therein, the Line of Credit will be secured by the joint and several
suretyship of M/A, Grupo Arbol and MediaPro B.V. as regards the interest, and by
Pledge Agreements with limited recourse as regards the obligation of repayment
of principal, on all GAMP shares owned by SPV and on all SPV shares owned by M/A
(hereinafter, the "GAMP PLEDGE" and the "SPV PLEDGE" and, collectively, the
"PLEDGES"), on the terms and conditions set forth in the agreements attached as
Exhibit 2ter and Exhibit 2quater hereto, respectively, to be signed prior to the
first drawdown under the Line of Credit. As provided in the GAMP Pledge, DTH
Europa, S.A. will have the obligation of lifting the pledge on the shares SPV
may sell provided that (i) it continues to hold, in any event, more than 50% of
the GAMP shares and (ii) the proceeds from such sale received by SPV are
allocated, following deduction of applicable taxes, only and solely to repayment
of the debt incurred by M/A, SPV, Grupo Arbol and/or MediaPro to finance their
investment in La Sexta other than the Line of Credit, and the balance, if any,
to the repayment of the Line of Credit.

In addition, M/A and its subsidiaries shall take the required actions for the
funds that SPV is entitled to receive, in proportion to its interest in GAMP,
from the sale, if that be the case, of 9% of the shares of LA SEXTA to be
allocated, following deduction of applicable taxes and legal reserves, (i) to
capital contributions to LA SEXTA or (ii) to the repayment of the debt incurred
by M/A, SPV, Grupo Arbol and/or MediaPro to

                                       13

<PAGE>

finance their investment in LA SEXTA other than the Line of Credit, and the
balance, if any, to repayment of the Line of Credit.

3.  OPTIONS ON GAMP AND SPV

Prior to the first drawdown under the Line of Credit, M/A and SPV will, in
consideration for the Line of Credit, grant Televisa purchase options on their
entire interests in SPV and GAMP, respectively, at a strike price equal to the
outstanding balance of the Line of Credit at any time, as regards principal, on
the terms and conditions set forth in the agreements attached as Exhibit 3 and
Exhibit 3 bis hereto (hereinafter, the "SPV OPTION" and the "GAMP OPTION" and,
collectively, the "OPTIONS"). As provided in the GAMP Option, SPV may sell GAMP
shares provided that (i) it continues to hold, in any event, over 50% of the
GAMP shares and (ii) the proceeds from such sale are allocated only and solely
to the repayment of the debt undertaken by M/A, SPV, Grupo Arbol and/or MediaPro
to finance their investment in LA SEXTA other than the Line of Credit, and the
balance, if any, to repayment of the Line of Credit.

Televisa may, at its election, exercise the SPV Option or the GAMP Option at any
time during their respective terms, provided a default occurs that accelerates
the Line of Credit. The purchase price, if the SPV Option or the GAMP Option are
exercised, will be paid to M/A or the SPV, if the amount thereof is actually
allocated in full to payment of the principal amount of the Line of Credit. Once
the price has been paid and the amount thereof allocated as described above, a
receipt will be issued for the principal amount of the Line of Credit, which
will entail the termination of the Options and the Pledges. The parties agree
that Televisa may, freely and at its option, exercise the Options or the
Pledges, without the exercise of any one of them precluding the exercise of any
of the others.

4.  ASSUMPTION OPTION

Concurrently with the execution of this Agreement, the M/A Members and M/A grant
Televisa, which accepts it, an assumption option in respect of the interests in
M/A (hereinafter, the "ASSUMPTION OPTION") on the terms and conditions set forth
in the agreement attached as Exhibit 4, so that Televisa will be entitled to
assume, and the M/A Members and M/A will have the obligation of carrying out all
acts required for Televisa to assume the M/A interests derived from the
above-mentioned option.

All terms used in this Agreement and in the Assumption Option relating to
interests, and the creation and assumption thereof, members and other related
terms shall be deemed to have been modified to shares, the issuance and
subscription thereof, shareholders and other related terms in the event that, at
any time, M/A becomes a corporation [sociedad anonima], and the Assumption
Option, shall, mutatis mutandi, become an option to subscribe for shares.

5.  EQUITY CONTROL, PERMANENCE AND ALLOCATION OF FUNDS

(a)      During the entire term of the Line of Credit and of the Assumption
         Option, M/A undertakes to hold (i) 100% of the capital of SPV and (ii)
         a majority interest in the capital stock (in every case over 50%) of
         GAMP and of that held by GAMP in LA

                                       14

<PAGE>

         SEXTA, and (iii) direct or indirect control of GAMP and LA SEXTA on the
         terms derived from the LA SEXTA Shareholders' Agreement and from the
         GAMP Shareholders' Agreement to be delivered in accordance with the
         Shareholders' Agreement.

(b)      Up to whichever is later of (i) the expiration of the term of the Line
         of Credit, (ii) the expiration of the Assumption Option and (iii) the
         expiration of a two-year period from the date on which Televisa becomes
         an M/A shareholder through the exercise of any of the acquisition,
         subscription or assumption rights granted to it herein, each and every
         M/A Member (except WPP and any of the companies of its group) undertake
         to continue, in its favor and in favor of its subsidiaries, to perform
         all service, professional, commercial, labor and other agreements and
         to carry out all the duties currently carried out by them, be it as
         creative personnel, producers or managers, each in his specific
         position, except for such changes as may be agreed in the general
         interest of M/A in the ordinary course of business.

(c)      Up to whichever is later of (i) the end of the term of the Line of
         Credit and (ii) the expiration of the term of the Assumption Option,
         M/A Members may only sell the number of interests that results from
         applying the percentage of their interest in M/A set forth opposite the
         number of interests held by each of them (or the number resulting from
         the sum of the interests of the Members who appear as a group) in M/A
         at the time of consummation of the M/A Merger (the "UNRESTRICTED
         INTERESTS") according to the following table. The interests that may
         not be disposed of during such period shall be deemed to be "RESTRICTED
         INTERESTS".


<TABLE>
<CAPTION>
                                     M/A MEMBERS                       %
                                     -----------                       -
<S>                                                                  <C>
             Emilio Aragon Alvarez + Caribe Music, S.A.                1%
             Daniel Ecija Bernal + Pipen, S.L.                         1%
             Jose Miguel Contreras Tejera + JMC 2000, S.L.             1%
             Andres Varela Entrecanales + MGVH 2000, S.L.              1%
             GAVEC CARTERA 24, S.L.                                  100%
             Federico G(a)Arquimbau Ayuso                              1%
             Manuel Valdivia Santiago                                  1%
             Cavendish Square Holding, B.V.                          100%
             Mediacapital, B.V.                                       25%
</TABLE>

         M/A Members undertake that the first existing M/A interests to be sold
         shall, in any case, be those held by GAVEC CARTERA 24, S.L.

         M/A Members further undertake that during the term of the LA SEXTA
         Shareholders' Agreement, they will not sell interests in M/A to any
         competitor of Televisa in Mexico. For this purpose, only those
         individuals or legal entities which (i) provide television broadcasting
         services via networks in Mexico, or (ii) own an interest of not less
         than 5% in a television operator providing television broadcasting
         services via networks in Mexico shall be deemed to be competitors of
         Televisa in Mexico.

                                       15

<PAGE>

(d)      M/A Members may sell M/A interests other than those permitted in
         paragraph (c) above or create new M/A interests only if: (i) in the
         event of a sale, the period set forth in paragraph (c) above has
         elapsed, or they have secured the express authorization of Televisa and
         (ii) both in the case of sale of existing interests to third parties or
         of creation of new interests in favor of third parties, prior to or
         concurrently with such sale or creation, the Line of Credit has been
         repaid in full, and will then be cancelled and, if necessary, GAMP has
         provided a financing guarantee for the capital requirements of LA SEXTA
         as provided in Clause 14 of the LA SEXTA Shareholders' Agreement, to
         replace the Line of Credit.

         In the event that new M/A interests are created for assumption by the
         M/A Shareholders, the prohibition of disposing of M/A interests set
         forth in paragraph (c) above shall extend to such newly created
         interests assumed by the M/A Members, which will also be deemed to be
         Restricted Interests.

(e)      The M/A Members undertake to continue to hold a majority interest in
         the capital of M/A (of over 50%) for, at least, a two-year period from
         the acquisition by Televisa of an interest in the capital of M/A
         through the exercise of any of the acquisition or assumption rights
         granted to it in this Agreement.

(f)      Up to the moment specified in paragraph (c) above:

         -        Mr. Josep Maria Benet Ferran, Mr. Gerard Romy Belilos and Mr.
                  Jaume Roures Llop undertake not to sell or transfer their
                  interest in ATASCORP, MEDIAVIDEO and MEDIACABLE and to ensure
                  that such companies do not sell or transfer their interest in
                  MEDIACAPITAL, except among such persons or companies and
                  always within the limits of sub-section (c) as regards
                  Unrestricted Interests.

         -        Mr. Emilio Aragon Alvarez, Mr. Daniel Ecija Bernal, Mr. Andres
                  Varela Entrecanales, Mr. Jose Miguel Contreras Tejera, Mr.
                  Federico Garcia Araquimbau Ayuso and Mr. Manuel Valdivia
                  Santiago undertake not to sell or transfer their interest in
                  GAVEC CARTERA 24, CARIBE MUSIC, PIPEN, MGVH and JMC 2000 or in
                  any other company which, in turn, holds a direct or indirect
                  interest in M/A.

(g)      The M/A Members undertake that, in exercising the rights provided for
         therein, or under the Assumption Option, the right to exclusive
         negotiation or the right of first refusal, the interest to be held by
         WITGOUD in M/A following the M/A Merger will not be reduced below 20%
         of the capital of that company, except by prior written agreement of
         WPP or by unilateral decision of WPP. In the event that, through the
         exercise of any of the aforementioned rights, the interest of WITGOUD
         should be reduced to less than 20%, the M/A Members - excluding, for
         the avoidance of doubt, Televisa- undertake to sell to WITGOUD, in
         proportion to their respective interests, at the price at which
         Televisa acquired the interests, the number of interests required, if
         WITGOUD acquires them, for WITGOUD to hold a percentage interest of 20%
         in M/A.

                                       16

<PAGE>

         Televisa undertakes not to prevent the execution or performance of the
         above-mentioned agreement and to such end, waives its pre-emptive right
         or any right to challenge that it may have in that respect. Televisa
         further undertakes, should it become an M/A shareholder, to observe and
         perform this agreement.

(g)[sic] GAVEC CARTERA 24 S.L. undertakes that all proceeds from the sales
         permitted in paragraph (c) will be allocated to payment of the loan
         mentioned in Recital B until such loan has been paid in full.

6.       RIGHT TO EXCLUSIVE NEGOTIATION

6.1.     M/A and the M/A Members grant Televisa an exclusive negotiation right
         to submit an offer for the assumption of the newly-created interests in
         M/A and, if that be the case, the acquisition of existing interests in
         M/A representing an interest of 20% in the capital of M/A, on the terms
         set forth below; it should be noted, however, that such 20% percentage
         will be the percentage to be held by Televisa following the assumption
         of the capital increase in the case of newly-created interests and/or
         following the purchase of shares:

         (a)      Televisa's offer will be structured so as to include the
                  assumption of new interests, whose amount will be used to
                  repay the drawn-down balance of the Line of Credit in full, up
                  to the amount of eighty million euros (E80,000,000) and,
                  should there be a surplus, to acquire existing interests in
                  M/A.

         (b)      The exclusive negotiation period will commence on April 15,
                  2006 and its duration will be of 120 calendar days as from
                  such date, or as from the date on which evidence is provided
                  of performance of the Preliminary Obligation set forth in
                  Clause 1 above, whichever is later (hereinafter, the
                  "EXCLUSIVE NEGOTIATION PERIOD"). During such period, M/A and
                  the M/A Members (i) may not undertake negotiations of any kind
                  with third parties with the purpose of selling or otherwise
                  disposing of interests in M/A and (ii) shall cooperate fully
                  to enable Televisa to carry out a full legal, labor, tax and
                  financial review of M/A, including its subsidiaries.

                  For the purposes of the previous paragraph, Televisa shall
                  provide, within 15 business days of the execution of this
                  Agreement, a list of the documents required to conduct the
                  above-mentioned full review, which shall be made available to
                  it by M/A diligently, specifying those documents that do not
                  exist or are not applicable. Furthermore, Televisa and its
                  advisors will be given reasonable access to the facilities of
                  M/A and its main subsidiaries and informational meetings will
                  be organized with the senior managers of the various areas of
                  M/A and its principal subsidiaries.

                  Specifically, M/A shall provide, by April 30, 2006, the
                  pro-forma consolidated financial statements of M/A for fiscal
                  year 2005 and the audited consolidated financial statements of
                  M/A.

                  The Exclusive Negotiation Period shall be extended in the
                  event of delays, if any, in the delivery of the required
                  documents and particularly of those expressly mentioned in the
                  previous paragraph.

                                       17

<PAGE>

                  M/A may propose to Televisa, within two months of the
                  beginning of the Exclusive Negotiation Period, the basic terms
                  for its offer (the "OFFER FORM"). In such case, both
                  Televisa's offer and the offer, if any, submitted by a third
                  party pursuant to the provisions of Clause 6.2 below shall
                  necessarily conform to Offer Form.

         (c)      Within the Exclusive Negotiation Period, Televisa shall submit
                  a binding offer for the assumption and/or, if that be the
                  case, the purchase of 20% of the capital stock of M/A,
                  following the Offer Form. However, Televisa will be entitled
                  to also submit an offer that does not conform to the Offer
                  Form.

                  In the event that, upon expiration of the Exclusive
                  Negotiation Period, Televisa fails to submit a binding offer
                  in accordance with the Offer Form, the Assumption Option shall
                  terminate and become void.

         (d)      M/A will accept or reject the binding offer in writing within
                  15 calendar days of the date of receipt thereof. In the
                  absence of any such reply upon expiration of such period, the
                  offer will be deemed to have been rejected.

         (e)      If the binding offer is accepted, the M/A Members and/or M/A,
                  as the case may be, shall formalize the resolution providing
                  for a capital increase, waiving their pre-emptive right in
                  favor of Televisa and, if such be the case, providing for the
                  sale of the interests in proportion to their interests in M/A,
                  and the Assumption Option shall therefore terminate and become
                  void upon delivery to Televisa of a true copy of the
                  respective notarial instruments.

                  Such formalization shall occur:

                  1.       For the assumption of new interests, M/A and the M/A
                           Members shall, within 45 days of the binding offer
                           having been accepted, carry out all necessary actions
                           and adopt all corporate resolutions required to carry
                           out the capital increase including, without
                           limitation, calling a General Shareholders' Meeting -
                           the notice of which shall comply with the necessary
                           requirements and contain the required information
                           including, if that be the case, the certification of
                           the auditor, the attendance and holding of such
                           meeting - which shall adopt the required
                           resolutions-. Within 5 days of the assumption and
                           payment in full of the interests by Televisa, M/A
                           undertakes to file the deed notarial instrument
                           recording the capital increase with the Commercial
                           Registry for registration and, once such registration
                           has been effected, to deliver such notarial
                           instrument to Televisa.

                  2.       For the sale of existing interests, on the date the
                           General Shareholders' Meeting provided for in the
                           previous paragraph is held, or within 30 days of the
                           acceptance of the binding offer, if only existing
                           interests are being sold. To such end, Televisa and
                           the M/A Members shall sign an interest purchase
                           agreement setting forth the terms of the binding
                           offer.

                                       18

<PAGE>

6.2      If the binding offer is rejected, the M/A Members and M/A may, starting
         from the date of rejection and (i) by December 31, 2006, make a public
         offering for the subscription and/or sale of the M/A shares (IPO and/or
         Sale of Existing Interests) with an insured value that is at least that
         of the outstanding balance of the Line of Credit, or (ii) for a period
         of 137 calendar days starting from the aforementioned date of
         rejection, carry out the procedure of creation and/or sale of 20% of
         the interests in M/A, provided that they are Unrestricted Interests,
         under the following conditions, with the understanding that the
         aforementioned 20% shall belong to the third party after the capital
         increase has been assumed, in the case of the creation of new
         interests, and/or the purchase of shares has been executed:

         (a)      The process of creation and/or sale of interests will be
                  formulated in the same terms as the Televisa offer, as
                  described in section 6.1(a) above.

         (b)      The price, if any, that is offered by the third party will be
                  adjusted to meet the Offer Form and must be declared in
                  currency, with transfer by exchange, swaps or similar means
                  therefore not being possible. M/A will be obligated to
                  determine the solvency of the third party's offer. In the
                  event of a Sale of Existing Interests or IPO, the offering
                  price of the third party will be deemed to be the lower limit
                  of the non-binding price range included in the corresponding
                  registration document for the Sale of Existing Interests or
                  IPO but, with respect to the other terms and conditions, will
                  not be subject to the Offer Form, if it exists.

         (c)      In the event that the economic conditions offered by the third
                  party are, as a whole, similar to and more favorable than
                  those offered by Televisa, and the price is at least 15%
                  greater, the entry of the third party into the capital of M/A
                  will be permitted under such conditions. Upon the entry of the
                  third party, M/A and, if applicable, the M/A Members may
                  choose between:

                  1.       Sharing with Televisa, by means of the provision of
                           cash, 50% of any excess in difference between the
                           valuation representing 10% of the capital and the
                           amount of sixty million Euros (60,000,000)
                           representing 10% of the capital, with the Assumption
                           Option thus being canceled; with the understanding
                           that, if the aforementioned excess does not exist,
                           the Assumption Option will also be canceled.

                  2.       Not sharing the aforementioned excess, if any, with
                           Televisa, in which case the Assumption Option will
                           remain in effect.

         (d)      If the offer presented by a third party is not greater than
                  the aforementioned 15%, Televisa will have the right to choose
                  either of the two alternatives described below which, upon
                  being consummated or in the event that Televisa decides not to
                  exercise its right, will result in the termination of the
                  Assumption Option:

                                       19

<PAGE>


                  1.       Assume or, if applicable, purchase the interests for
                           a price equal to its binding offer plus 50% of the
                           difference between the offer of Televisa and the
                           offer of the third party.

                  2.       Not assume or, if applicable, purchase the interests,
                           and receive from M/A and, if applicable, the M/A
                           Members the cash amount of 50% of the difference
                           between the Televisa offer and the offer of the third
                           party.

         (e)      If the offer presented by a third party is lower than that of
                  Televisa and it is nonetheless decided to conduct the
                  transaction, Televisa will have the right to choose either of
                  the alternatives described below:

                  1.       Purchase or assume the interests at the price and
                           under the other conditions offered by the third
                           party, with the result that the Assumption Option
                           terminates.

                  2.       Not assume or purchase the interests, in which case
                           M/A will issue and/or the M/A Members will sell the
                           interests to the third party under the conditions
                           that the latter has offered, with the result that the
                           Assumption Option terminates.

         For the purpose of complying with the provisions of this Clause 6.2,
         M/A must immediately send to Televisa, upon execution of the
         corresponding confidentiality agreement, a copy of the third party
         offer selected.

6.3      The M/A Members may agree to the creation of new interests in M/A for a
         third party or sell the existing interests to a third party under the
         conditions of this Clause 6, only if prior to or simultaneously with
         doing so, the balance of the Line of Credit drawn down is repaid,
         thereby canceling the latter. In such case, also prior to or
         simultaneously with, GAMP will have to have provided a guarantee of
         financing for the capital needs of LA SEXTA, as described in Clause 14
         of the LA SEXTA Shareholder Agreement, as a replacement for the Line of
         Credit. In the case of a Sale of Existing Interests or IPO, the
         cancellation of the Line of Credit will occur at the time of the
         liquidation of the aforementioned Sale of Existing Interests or IPO.

                                       20

<PAGE>

7.       RIGHT OF FIRST REFUSAL

         If the period described in Clause 6.2 above elapses and Televisa or a
         third party has not incorporated the capital stock of M/A as the
         shareholder owning 20% of its capital stock, the M/A Members will give
         Televisa a right of first refusal that may be exercised up to June 30,
         2011 with respect to third party offers for up to 20% of the interests
         of M/A in one or more transactions, whether by means of the purchase of
         existing interests or the assumption of new interests under the same
         terms and conditions as those offered by the third party and in
         compliance with the procedures established below. If the offer exceeds
         20% of the capital of M/A, the right of first refusal shall be extended
         to the entire interest offered. In the case of newly created interests,
         the aforementioned percentage of 20%, or a greater percentage to which
         an option may be held, will belong to Televisa once the capital
         increase has been assumed and/or the purchase of the interests has been
         executed.

         (a)      In the event that any of the M/A Members wishes to transfer
                  any of its interests in the Company (the "TRANSFERRING
                  SHAREHOLDER") to a third party, or the M/A Members wish to
                  create new interests for sale to a third party, the
                  Transferring Shareholder or M/A, respectively, must notify
                  Televisa in writing (the "FIRST NOTIFICATION") of their wish
                  to transfer or create such interests, indicating the specific
                  number (the "INTERESTS FOR SALE") and the other terms and
                  conditions of payment for the transfer or creation.

         (b)      Within a maximum period of thirty (30) days starting from the
                  receipt of the First Notification (the "Offering Period"),
                  Televisa may communicate to the Transferring Shareholder or to
                  M/A, as applicable, its intent to purchase or assume the M/A
                  interests described in the Notification, under the terms and
                  conditions set forth therein (the "SECOND NOTIFICATION").

                  At the Second Notification, Televisa may choose between:

                  i.       Accelerating the exercise of the Assumption Option
                           (which will terminate upon use), in which case it
                           will contribute the outstanding balance of the Line
                           of Credit and, in the event that the latter is less
                           than eighty million Euros (E80,000,000), the
                           additional amount up to that figure, for the interest
                           produced by applying the formula established in the
                           Assumption Option (the "ASSUMPTION OPTION FORMULA"),
                           and purchasing or assuming, as applicable, the
                           remainder until reaching 20% -- or, if the offer of
                           the third party is a higher percentage and therefore
                           interests Televisa, the percentage corresponding --
                           at the offering price of the third party. In the
                           event that the Line of Credit no longer exists, the
                           eighty million Euros (E80,000,000) will be
                           contributed in cash for the interest resulting from
                           applying the Assumption Option Formula and the
                           remainder, if applicable, will also be provided in
                           cash.

                  ii.      Not exercising the Assumption Option, upon which it
                           may exercise, or not, solely its right of first
                           refusal, up to 20% or, if the offer of the third
                           party is a higher percentage and therefore interests
                           Televisa, the corresponding percentage; in which
                           case, it if it exercises its right for the 20% or the

                                       21

<PAGE>

                           higher percentage mentioned above, the Assumption
                           Option will terminate.

                  iii.     Notifying M/A of its wish that the interests
                           assignable to Televisa by virtue of its Assumption
                           Option be liquidated for the cash difference between
                           eighty million Euros (E80,000,000) and the implicit
                           offer of the third party for 10% (or the percentage
                           resulting from the Assumption Option Formula) of the
                           capital of M/A, in such a way that Televisa receives
                           the additional amount based upon the calculation of
                           the difference between the nominal amount of the
                           conversion at the execution of the sale or the
                           creation of interests for a third party.

                  Upon the receipt of the Second Notification, as applicable:

                  1.       In the case of the sale of already existing
                           interests, the Transferring Shareholder will be
                           obligated to sell, and Televisa will be obligated to
                           buy, the Interests for Sale indicated in the Second
                           Notification. Such purchase must take place within
                           thirty (30) days from the date of the Second
                           Notification.

                  2.       In the event of the assumption of new interests,
                           within the period of 45 days from the acceptance of
                           the binding offer, M/A and the M/A Members will carry
                           out all the procedures necessary and adopt all
                           shareholder agreements necessary to carry out the
                           capital increase, including, by way of example but
                           without limitation, the calling of a General Meeting
                           - with the requirements and content necessary,
                           including, if applicable, the certification of the
                           account auditor, the attendance and the holding of
                           the meeting - adopting the appropriate resolutions-.
                           Within the period of five days from the assumption
                           and full payment of the interests by Televisa, M/A
                           agrees to present the capital increase certificate at
                           the Commercial Registry for its registration, and
                           after having done so, to deliver the certificates to
                           Televisa.

         (c)      In the event that the M/A Members or M/A conduct a Sale of
                  Existing Interests or IPO after January 1, 2007, the
                  provisions of this Clause will be applied as follows:

                  i.       The First Notification will include the corresponding
                           certificate of registration of the Sale of Existing
                           Interests or IPO.

                  ii.      The offering price of the third party will be
                           considered to be the lower limit of the nonbinding
                           price range included in the aforementioned
                           registration certificate for the Sale of Existing
                           Interests or IPO, unless Televisa chooses to
                           accelerate the exercise of the Assumption Option, in
                           which case the offering price of the third party will
                           be, solely and exclusively with respect to the
                           aforementioned exercise of the Assumption Option, the
                           lower of the aforementioned price and that resulting
                           from the application of the Assumption Option
                           Formula.

         (d)      In the event that Televisa communicates to the Transferring
                  Shareholder or to M/A its intent not to purchase or assume the
                  Interests for Sale, or if Televisa has

                                       22

<PAGE>

                  not responded to the Transferring Shareholder or to M/A
                  regarding this during the Offering Period, the Assumption
                  Offer will remain active and the Transferring Shareholder may
                  transfer or may agree to the creation in M/A of the total
                  amount, and solely the total amount, of the Interests for
                  Sale, under terms and conditions that are no less favorable,
                  with respect to price or any other aspect, for the
                  Transferring Shareholder or M/A than those described in the
                  First Notification, with the present right of first refusal
                  thereby being settled on Televisa for the percentage that may
                  have been transferred, provided that transfer or creation
                  takes place within the period of 90 days starting from the
                  finalization of the Offering Period. When the aforementioned
                  period has elapsed, an identical procedure will have to be
                  undertaken in order to carry out any transfer or creation of
                  interests in M/A, until a percentage representing 20% of the
                  capital of M/A has been transferred to third parties, upon
                  which this right of first refusal shall terminate.

         (e)      In the event that Televisa exercises the right of first
                  refusal described in this Clause for 20% of the capital of M/A
                  or for the additional percentage which, pursuant to this
                  clause, is the option of Televisa, the Assumption Option will
                  terminate, and prior to this or at the same time, the
                  drawn-down balance of the Line of Credit will be repaid and
                  the latter will be cancelled. In such case, if necessary and
                  also prior to or simultaneously with, GAMP must have provided
                  a guarantee of financing for the capital needs of LA SEXTA, as
                  described in Clause 15 of the LA SEXTA Shareholder Agreement,
                  as a replacement for the Line of Credit.

         (f)      The right of first refusal described in this clause is
                  independent of the existence or non-existence of the
                  Assumption Option, without prejudice to the termination of the
                  latter when exercised pursuant to this clause or any other. In
                  addition, it must be noted that (i) if, prior to the exercise
                  of the right of first refusal, Televisa has already exercised
                  its Assumption Option, the right of first refusal will be
                  reduced by the percentage of capital that Televisa may have
                  acquired by the exercise of that right and (ii) the
                  termination of the right of first refusal pursuant to the
                  provisions of paragraph (d) above will not mean the
                  termination of the Assumption Option.

8.       NON-COMPETE

         8.1      The M/A Members, except for WPP and any companies in its
                  group, undertake and agree with M/A and Televisa that they
                  will not compete, directly or indirectly, with M/A and its
                  subsidiaries in the activity of Audiovisual Production and
                  Other Audiovisual Services during such time as they maintain
                  their character, directly or indirectly, as members in M/A,
                  and for the period of two years after their withdrawal from
                  the authorized capital of M/A, regardless of the date on which
                  this takes place.

                  For the purposes of the preceding paragraph, the following
                  definitions apply:

                  -        Audiovisual Production: the activities of creation
                           and/or production of programs, movies, reports,
                           documentaries, advertisements and any other cinematic
                           video work and other audiovisual works.

                                       23
<PAGE>
            -     Other Audiovisual Services: technical and human services for
                  the production of audiovisual works (including, among other
                  things, mobile rebroadcasting unit services (OB Vans
                  Services), postproduction services, the rental of television
                  studios, play-out services and ENG services), satellite
                  transmission, cable and radio wave transmission services,
                  audiovisual engineering services, services and activities
                  relating to sports and television consulting, marketing and
                  television communications services and audience analysis
                  services.

      Notwithstanding the non-compete obligation established above, any Member
      of M/A who so requests, other than Televisa, is by virtue of this clause
      authorized by the other Members of M/A and Televisa to maintain its
      shareholder interest in M/A and to be released from its non-compete
      obligation provided that the following requirements are met: (i) the M/A
      Member does not hold directorship or administrative positions in M/A or in
      its group; (ii) the M/A Member in question has complied with its
      obligation to remain for the period of time indicated in Clause 5,
      paragraph (b) above; and (iii) two years have elapsed since the M/A Member
      in question ceased to participate in the service contracts and the
      performance of the duties described in Clause 5, paragraph (b) above.

      8.2   Televisa undertakes and agrees that:

            -     During the Exclusive Negotiation Period and for 120 days after
                  the end of that period, it will not found or enter the capital
                  of a Spanish corporation whose corporate purpose is
                  Audiovisual Production or Other Audiovisual Services in Spain,
                  with the understanding that the foregoing will not limit the
                  ability of Televisa to perform its ordinary activities --
                  including, among other things, the sale of rights and the
                  marketing of television series, programs, scripts, etc. -- in
                  Spain as it has been doing up to that time.

            -     Once it becomes a member of M/A, if applicable, and provided
                  that it is a member with 20% or more, it will invite M/A to
                  participate in any project in which Televisa may engage that
                  represents competition with the activities of M/A in
                  Audiovisual Production or Other Audiovisual Services in Spain,
                  in the same proportion at that of the interest of Televisa in
                  the capital of M/A.

      8.3   Upon the signing of this agreement, the M/A Members, except for WPP
            and the companies in its Group, accept the same non-compete
            obligations as those assumed by M/A in Clause 24 of the LA SEXTA
            Shareholder Agreement, for the same period of time described
            therein.

9.    NON-SOLICITATION

      Televisa, Grupo Arbol, MediaPro B.V., M/A and their direct or indirect
      subsidiaries agree not to solicit, lure, make offers of work or offers for
      provision of services or hiring of first-line executives, creative
      personnel, screenwriters and content producers of the other party (or
      companies belonging to its group), with the understanding that the Parties
      will notify each other in good faith of any action by


                                       24
<PAGE>

      the other Parties that might represent a breach of this Clause, as soon as
      they become aware of it, for the purposes of being able to prevent the
      breach.

      Individual breaches of this Clause will result solely in the payment by
      the Party in breach to the affected Party of two hundred thousand Euros
      (E200,000) for each event of breach.

10.   RIGHTS AS MINORITY SHAREHOLDER

      In the event of the exercise of the Assumption Option, as a member of M/A,
      Televisa will have (i) the rights granted under the law, with the
      understanding that Televisa will have no fewer rights than those possessed
      by any other member of M/A with an interest equal to or smaller than that
      of Televisa, as well as (ii) tag along rights (so that, in the event of
      the sale of a controlling block of M/A, Televisa will have the right to
      sell the entirety of its interests to the purchaser under the same
      conditions as those of the transferring member(s) and, in the event of any
      other transfer, will have the right to transfer a number of interests
      proportional to those of the transferring member, under the same
      conditions as the latter[)]; and (iii) in addition, in the event of
      reaching, by means of exercise of the Assumption Option, a percentage
      equal to or greater than 20% of the capital of M/A, Televisa will have, at
      minimum, the rights listed in Exhibit 10.

      In addition, once Televisa has the right to participate in the capital of
      M/A, pursuant to the provisions of this Agreement, if as a result of the
      provisions of Clause 21.2 of the LA SEXTA Shareholders Agreement, Televisa
      cannot exercise that right because its interest - the total of the direct
      and indirect interests - exceeds what is legally permitted, the Parties
      agree that Televisa will have the right to sell LA SEXTA shares in
      conformity with the rules set forth in article 21.2, up to the limit at
      which the sum of its indirect interest deriving from the exercise of its
      rights under this Agreement and its direct interest do not exceed the
      legally established limit.

      The provisions of the preceding paragraph will also be applicable if,
      because M/A increases its indirect interest in LA SEXTA, TELEVISA exceeds
      the legally established interest limit.

11.   ACCEPTANCE

      During the effective life of the Line of Credit and/or the Assumption
      Option, any new member in M/A must, prior to or simultaneous with its
      acquisition or assumption of interests in M/A pursuant to this Agreement,
      accept the latter, by means of signing and sending to the Parties the
      acceptance letter that is attached as Exhibit 11.

12.   CONDITION SUBSEQUENT

      This Agreement, as well as the Line of Credit, the Options, the right of
      first refusal in Clause 7 and the right of exclusive negotiation in Clause
      6 will terminate, without creating rights or obligations for any of the
      Parties involved, in the event


                                       25
<PAGE>

      that the authorities responsible for fair competition do not authorize the
      M/A Merger. Such termination will not affect the La Sexta Shareholder
      Agreement.

13.   MISCELLANEOUS

13.1  EXPENSES AND TAXES

      (a)   Expenses

            Unless established otherwise in this Agreement, whether or not the
            transactions provided for in this Agreement are actually conducted,
            expenses relating to them will be paid by the Party incurring them.

      (b)   Taxes

            Taxes that are imposed on this Agreement and the purchase or
            assumption of the interests described in it will be the
            responsibility of the parties, pursuant to the law.

13.2  COOPERATION

      The Parties will cooperate mutually in the performance of the transactions
      described in this Agreement and the delivery of all documents and
      instruments that may be considered reasonably necessary or useful by any
      Party.

13.3  NOTICES

      Any notice, request, demand or other communication that must be provided
      by any Party to this Agreement will be sent to the other Parties at the
      addresses and to the attention of the representative indicated in Exhibit
      13.3, or to those other addresses and/or individuals that any Party may
      provide at any time to the other Parties.

      Any notice, request, demand, or communication will be sent by any written
      means that permits the confirmation of its receipt, and the notification
      date will be deemed to be that of the confirmation that the notice in
      question has been made to the corresponding addressee at the addresses
      listed in Exhibit13.3.

13.4  ENTIRE AGREEMENT; AMENDMENTS

      This Agreement constitutes the entire agreement between the Parties with
      respect to its subject and replaces any other agreements or covenants made
      between the Parties in connection with the transaction described herein,
      specifically, the so-called MA-Televisa Economic Agreement, executed by
      Televisa, MediaPro and Grupo Arbol on October 10, 2005, and the letter
      signed by the same parties on October 14, 2005 (Re: Bid for obtaining a
      license for the provision of public terrestrial television service via
      networks), which will therefore cease to be valid and effective as of its
      date.


                                       26
<PAGE>

13.5  INVALIDITY, NULLITY AND PARTIAL INEFFECTIVENESS

      If any clause of this Agreement is declared to be, totally or partially,
      null and void, such nullity or ineffectiveness will affect only that
      provision or the part of it that is null or void, with the Agreement
      continuing in effect in all other respects, as if such provision, or the
      part of it that is null and void, had never existed.

13.6  NO WAIVER

      The failure by any Party to exercise any right deriving from this
      Agreement will not be interpreted as a waiver of that right by that Party.

13.7  DECLARATIONS

      The parties declare and warrant that the execution and performance of this
      Agreement and the other documents mentioned in it:

      (a)   Do not represent any violation of the law, regulations, judicial
            orders, rules or judicial decisions applicable to the Parties in any
            jurisdiction in which they conduct their activities;

      (b)   Do not represent any violation of the provisions of the Bylaws of
            the Parties or of any agreement or covenant of which the Parties may
            be part, or of those by which they are bound.

      M/A and the M/A Members undertake to Televisa to adopt the agreements and
      actions that may be necessary and are within their control so that, when
      the time comes, Televisa may exercise the rights that are recognized in
      this Agreement, even in the event that some kind of impediment to this
      arises from the documents described in Clause 1(b)(iv).

14.   PERFORMANCE AND TERMINATION

      This Agreement obligates the parties not only to the performance of the
      obligations expressly agreed upon but also to all bona fide consequences
      of it.

      Each of the parties to this Agreement will have the power to terminate the
      obligations in the event that the other party does not comply with its
      obligations, unless another effect is produced, expressly and exclusively,
      by its breach of this Agreement. A specific cause of termination of this
      Agreement will be the failure to make the funds available to M/A at the
      time when this should be done according to the terms of the Line of
      Credit.

      The termination of this Agreement does not imply the termination of the La
      Sexta Shareholder Agreement.

15.   APPLICABLE LAW

      This agreement is subject to the laws of Spain.


                                       27
<PAGE>

16.   JURISDICTION

      The parties waive any forum to which they may be entitled and expressly
      submit themselves to the Courts and Tribunals of the capital city of
      Madrid for all disputes that may arise with respect to the validity,
      interpretation, performance, effectiveness or execution of this Agreement.

17.   ADDITIONAL PROVISION

      In addition to that contained in this Agreement, Televisa, M/A, Grupo
      Arbol, MediaPro, GAMP y LA SEXTA have made certain reciprocal commitments
      relating to the purchase and sale of shares of LA SEXTA and GAMP that will
      be governed by their specific documents.

This Investment Agreement will be formalized by the presence of the Notary of
Madrid named in the heading, for the purposes of Article 1216 of the Civil Code,
Article 517 of the Law of Civil Procedure, and other concordant legislation.

The parties to this Agreement declare their acceptance and approval of its
contents as drafted, covering ___ pages, including its exhibits, and grant and
execute it, in my presence, in five equally original and authentic copies for
distribution to each of them, with one copy of remaining in my files.

And I, the Notary, having made the appropriate legal warnings, ATTEST to the
identity of the parties, to the authenticity of their signatures, to the fact
that I believe they have the capacity and authority to execute this Certified
Instrument, to the fact that the verbally-issued mandate exercised by the
representative of CAVENISH SQUARE HOLDINGS BV, must be ratified, that consent
has been freely given and that the execution hereof conforms to law and is the
result of the duly informed decision of the signers or participating parties.


                                       28
<PAGE>
                                                                           30/33


GRUPO TELEVISA, S.A.
By:                                       By:


/s/ Salvi Folch Viadero                   /s/ Joaquin Balcarcel Santa Cruz
--------------------------------------    --------------------------------------
Mr. Salvi Folch Viadero                   Mr. Joaquin Balcarcel Santa Cruz

JMC 2000, S.L.
By:


/s/ Jose Miguel Contreras Tejera          /s/ Jose Miguel Contreras Tejera
--------------------------------------    --------------------------------------
Mr. Jose Miguel Contreras Tejera          Mr. Jose Miguel Contreras Tejera

ARBOL PRODUCCIONES, S.A.                  WITGOUD INVESTMENTS, BV.
By:                                       By:


/s/ Jose Miguel Contreras Tejera          /s/ Josep Tomas Aurin
--------------------------------------    --------------------------------------
Mr. Jose Miguel Contreras Tejera          Mr. Josep Tomas Aurin

CAVENDISH SQUARE HOLDING, B.V.            MEDIACAPITAL B.V.
By:                                       By:


/s/ Josep Tomas Aurin                     /s/ Gerard Romy Belilos
--------------------------------------    --------------------------------------
Mr. Josep Tomas Aurin                     Mr. Gerard Romy Belilos

MEDIAVIDEO, S.L.
By:


/s/ Gerard Romy Belilos                   /s/ Gerard Romy Belilos
--------------------------------------    --------------------------------------
Mr. Gerard Romy Belilos                   Mr. Gerard Romy Belilos


                                       30
<PAGE>
                                                                31/33


CARIBE MUSIC, S.A.
By:


/s/ Emilio Aragon Alvarez                 /s/ Emilio Aragon Alvarez
--------------------------------------    --------------------------------------
Mr. Emilio Aragon Alvarez                 Mr. Emilio Aragon Alvarez

GAVEC CARTERA 24, S.L.                    By:
By:


/s/ Emilio Aragon Alvarez                 /s/ Andres Varela Entrecanales
--------------------------------------    --------------------------------------
Mr. Emilio Aragon Alvarez                 Mr. Andres Varela Entrecanales

MGVH 2000, S.L.
By:


/s/ Andres Varela Entrecanales            /s/ Andres Varela Entrecanales
--------------------------------------    --------------------------------------
Mr. Andres Varela Entrecanales            Mr. Andres Varela Entrecanales

INVERSIONES MEDIAPRO ARBOL S.L.           By:
By:


/s/ Andres Varela Entrecanales            /s/ Josep Maria Benet Ferran
--------------------------------------    --------------------------------------
Mr. Andres Varela Entrecanales            Mr. Josep Maria Benet Ferran

GRUPO AFINIA, S.L.                        By:
By:


/s/ Andres Varela Entrecanales            /s/ Josep Maria Benet Ferran
--------------------------------------    --------------------------------------
Mr. Andres Varela Entrecanales            Mr. Josep Maria Benet Ferran


                                       31
<PAGE>
                                                                           32/33


ATAS CORP, S.L.
By:


/s/ Josep Maria Benet Ferran              /s/  Josep Maria Benet Ferran
--------------------------------------    --------------------------------------
Mr. Josep Maria Benet Ferran              Mr. Josep Maria Benet Ferran

MEDIACABLE SERVICIOS DE                   JAUME ROURES I LLOP
PRODUCCION, S.L.                          BY:
By:


/s/ Josep Maria Benet Ferran              /s/ Josep Maria Benet Ferran
--------------------------------------    --------------------------------------
Mr. Josep Maria Benet Ferran              Mr. Josep Maria Benet Ferran

MEDIAPRODUCTION PROPERTIES, BV
By:


/s/ Josep Maria Benet Ferran              /s/ Federico Garcia Arquimbau Ayuso
--------------------------------------    --------------------------------------
Mr. Josep Maria Benet Ferran              Mr. Federico Garcia Arquimbau Ayuso

PIPEN, S.L.
By:


/s/ Daniel Arturo Ecija Bernal            /s/ Daniel Arturo Ecija Bernal
--------------------------------------    --------------------------------------
Mr. Daniel Arturo Ecija Bernal            Mr. Daniel Arturo Ecija Bernal



/s/ Manuel Valdivia Santiago
--------------------------------------
Mr. Manuel Valdivia Santiago


                                WITNESSED BY ME,


                                       32
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                                                                           33/33


                                   THE NOTARY






                                       33