HISPANIC TELEVISION NETWORKS, INC.

                        2001 CONSULTANT COMPENSATION PLAN



1.       Purpose

         The 2001  Consultant  Compensation  Plan (the  "Plan") is  intended  to
promote the interests of Hispanic Television Networks, Inc. and its subsidiaries
(collectively the  "Corporation")  by offering those outside  consultants of the
Corporation  who assist in the  development  and success of the  business of the
Corporation,  the opportunity to participate in a compensation  plan designed to
reward  them for their  services  and to  encourage  them to continue to provide
services to the Corporation.

2.       Definitions

         For all  purposes  of this Plan,  the  following  terms  shall have the
following meanings:

         "Common Stock" means Hispanic Television Networks, Inc. common stock,
$.01 par value.

         "Conditional  Shares"  means shares of Common Stock  awarded under this
Plan subject to conditions  imposed by the Committee (as defined  herein) or the
conditions set forth in Section 6.2 or both.

        "HTVN" means Hispanic Television Networks, Inc., a Delaware corporation.

        "Subsidiary"  means  any  company  of  which  HTVN  owns,  directly  or
indirectly, the majority of the combined voting power of all classes of stock.

        "Unconditional  Shares" means shares of Common Stock awarded under this
Plan subject to no conditions.

3.       Administration

         The Plan shall be administered by a committee (the  "Committee") of not
less than two  directors  of HTVN  selected  by, and serving at the pleasure of,
HTVN's Board of Directors (the "HTVN Board").

         HTVN or any Subsidiary will recommend to the Committee  persons to whom
awards may be granted. The Committee then shall make recommendations to the HTVN
Board  with   respect  to  the   persons  to  whom   awards   shall  be  granted
("Participants") as to the number of shares that shall be covered by each award,
the time or times at which  awards  shall be granted,  the timing of when awards
shall vest,  and the terms and  provisions  of the  instruments  by which awards
shall be  evidenced,  and to  interpret  the  Plan  and make all  determinations
necessary or  advisable  for its  administration.  The HTVN Board shall make all
final decisions  concerning  awards granted to Participants  under the Plan, the
interpretation thereof, and determinations concerning its administration.

4.       Eligibility

         Only individuals who are outside consultants,  or directors,  officers,
partners or employees of outside consultants, of HTVN or any Subsidiary shall be
granted awards.

5.       Stock Subject to the Plan

         The stock  from which  awards may be granted  shall be shares of Common
Stock.  When shares of Common  Stock are issued  pursuant to the Plan,  HTVN may
either issue  authorized but unissued  Common Stock or HTVN may transfer  issued
Common Stock held in its treasury. Each of the respective boards of HTVN and all
Subsidiaries  involved in the award will fund the Plan to the extent so required
to provide  Common  Stock for the benefit of  Participants.  The total number of
shares  of Common  Stock  that may be  granted  pursuant  to the Plan  shall not
exceed,  in the  aggregate,  3,000,000  shares in total.  Any shares awarded and
later forfeited are again subject to award under the Plan.

6.       Share Awards

         6.1      Grant of Share Awards

                  The Committee may award to Participants  Unconditional  Shares
and  Conditional  Shares.  The Committee  will  determine  for each  Participant
selected to be awarded  Unconditional  Shares and Conditional Shares the time or
times when  Unconditional  Shares or Conditional Shares shall be awarded and the
number of shares of Common Stock to be covered by each  Unconditional  Shares or
Conditional Share award. Unless expressly specified as Conditional Shares by the
Committee,  all  shares  of  Common  Stock  awarded  under  this  Plan  shall be
Unconditional  Shares.  No Unconditional  Shares or Conditional  Shares shall be
awarded  unless HTVN (in the judgement of the  Committee)  has received from the
Participant  either  (a) a  full  performance  of the  services  for  which  the
Unconditional  Shares or  Conditional  Shares  are being  awarded,  or (b) (i) a
partial  performance  of the  services  for  which the  Unconditional  Shares or
Conditional  Shares are being awarded and the value of such partial  performance
(in the judgement of the Committee) equals or exceeds the aggregate par value of
the Unconditional  Shares or Conditional Shares to be awarded and (ii) a binding
obligation  from the  Participant  to provide in the future the remainder of the
services  for which the  Unconditional  Shares or  Conditional  Shares are being
awarded.

         6.2      Conditions

                  Shares  of  Common  Stock  issued  to  a   Participant   as  a
Conditional Shares award will be subject to the following  conditions as well as
all other conditions imposed by the Committee ("Share Conditions"):

                  (a) Except as set forth in  Paragraphs  6.4 and 6.5,  if Share
         Conditions are not satisfied,  Conditional Shares will be forfeited and
         returned to HTVN or, in the event such Conditional Shares were provided
         to the  Participant  from  shares  of  Common  Stock  purchased  by the
         Subsidiary,  then  the  Conditional  Shares  will  be  returned  to the
         Subsidiary.  In either  case,  all  rights of the  Participant  to such
         Conditional  Shares will terminate without any payment of consideration
         by HTVN or the  Subsidiary  with which the  Participant  is associated,
         unless  the  Participant  maintains  his  association  with  HTVN  or a
         Subsidiary for the period of time (if any) determined by the Committee.

                  (b) During the condition period ("Condition  Period") relating
         to a Conditional Share award, none of the Conditional Shares subject to
         such award may be sold,  assigned,  bequeathed,  transferred,  pledged,
         hypothecated or otherwise disposed of in any way by the Participant.

                  (c) The Committee may require the Participant to enter into an
         escrow   agreement   providing  that  the   certificates   representing
         Conditional  Shares sold or granted pursuant to the Plan will remain in
         the physical custody of HTVN or the applicable  Subsidiary or an escrow
         holder during the Condition Period.

                  (d)  Certificates  representing  Conditional  Shares  sold  or
         granted  pursuant to the Plan may bear a legend  making an  appropriate
         reference to the conditions imposed on the Conditional Shares.

                  (e)  The  Committee   may  impose  other   conditions  on  any
         Conditional  Shares  issued  pursuant  to  the  Plan  as  it  may  deem
         advisable,  including  without  limitations,   restrictions  under  the
         Securities Act of 1933, as amended, under the requirements of any stock
         exchange  upon  which  such  share or shares of the same class are then
         listed and under any state  securities  laws or other  securities  laws
         applicable to such shares.

         6.3      Rights of a Stockholder

                  Except as set forth in Paragraph  6.2(b),  the  recipient of a
Conditional  Share  award will have all of the rights of a  stockholder  of HTVN
with  respect  to the  Conditional  Shares,  including  the  right  to vote  the
Conditional Shares and to receive all dividends or other distributions made with
respect to the Conditional Shares.

         6.4      Lapse of Conditions

                  In  the  event  of  the   termination   of  association  of  a
Participant  during  the  Condition  Period by reason of death,  disability,  or
termination of association,  the Committee may, at its discretion,  remove Share
Conditions on Conditional Shares.

                  Conditional  Shares to which the Share  Conditions have not so
lapsed  will be  forfeited  and  returned  to the  Corporation  as  provided  in
Paragraph 6.2(a).

         6.5      Lapse of Conditions at Discretion of the Committee

                  The Committee  may shorten the Condition  Period or remove any
or all Share  Conditions  if, in the  exercise of its  absolute  discretion,  it
determines  that such action is in the best  interests  of the  Corporation  and
equitable to the Participant..

         6.6      Listing and Registration of Shares

                  HTVN may, in its reasonable discretion,  postpone the issuance
and/or  delivery of any shares of Common Stock  awarded or sold pursuant to this
Plan until  completion of stock  exchange  listing,  or  registration,  or other
qualification of such shares under any law, rule or regulation.

         6.7      Designation of Beneficiary

                  A  Participant   may,  with  the  consent  of  the  Committee,
designate a person or persons to receive,  in the event of death,  any shares of
Common Stock to which such Participant  would then be entitled  pursuant to this
Plan. Such  designation will be made upon forms supplied by and delivered to the
Committee  and may be revoked in writing by the  Participant.  If a  Participant
fails  effectively to designate a beneficiary,  then such  Participant's  estate
will be deemed to be the beneficiary.

7.       Capital Adjustments

         The  number and  consideration  of Common  Stock  covered by each award
granted or each sale under this Plan and the total  number of shares that may be
granted or sold  under the Plan shall be  proportionally  adjusted  to  reflect,
subject to any required  action by  stockholders,  any stock  dividend or split,
recapitalization,  merger, consolidation, spin-off, reorganization,  combination
or exchange of shares or other similar corporate change.

8.       Change of Control

         Notwithstanding  the  provisions of Section 6, in the event of a change
of control,  all Share  Conditions  on all  Conditional  Shares will lapse.  For
purposes  of this plan,  a "Change of  Control"  of HTVN shall be deemed to have
occurred at such time as (a) any "person" (as that term is used in Section 13(d)
and 14(d) of the  Securities  Exchange  Act of 1934),  becomes  the  "beneficial
owner"  (as  defined  in Rule  13d-3  under  the  foregoing  act),  directly  or
indirectly,  of  securities  of HTVN  representing  30% or more of the  combined
voting power of HTVN's  outstanding  securities  ordinarily  having the right to
vote at the election of directors;  or (b)  individuals  who constitute the HTVN
Board on the date  hereof  (the  "Incumbent  Board")  cease for any  reasons  to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director subsequent to the date hereof whose election was approved by at least a
majority of the directors comprising the Incumbent Board, or whose nomination or
election was approved by a majority of the HTVN Board serving under an Incumbent
Board,  shall be, for  purposes of this clause (b),  considered  as if he or she
were a member of the Incumbent  Board; or (c) merger,  consolidation  or sale of
all or  substantially  all the  assets of HTVN  occurs,  unless  such  merger or
consolidation  shall have been affirmatively  recommended to HTVN's stockholders
by a  majority  of the  Incumbent  Board;  or (d) a proxy  statement  soliciting
proxies from stockholders of HTVN, by someone other than the current  management
of HTVN  seeking  stockholder  approval of a plan of  reorganization,  merger or
consolidation  of HTVN  with one or more  corporations  as a result of which the
outstanding  shares of HTVN's securities are actually exchanged for or converted
into  cash  or   property   or   securities   not  issued  by  HTVN  unless  the
reorganization,   merger  or   consolidation   shall  have  been   affirmatively
recommended to HTVN's stockholders by a majority of the Incumbent Board.

9.       Approvals

         The issuance of shares  pursuant to this Plan is expressly  conditioned
upon obtaining all necessary  approvals from all regulatory  agencies from which
approval is required.

10.      Effective Date of Plan

         The effective date of the Plan is January 9, 2001.

11.      Term and Amendment of Plan

         This Plan shall expire on January 9, 2011 (except to Conditional Shares
outstanding  on that date).  HTVN Board may  terminate  or amend the Plan in any
respect at any time, except no action of the HTVN Board, the Committee or HTVN's
stockholders,  however,  may,  without  the consent of a  Participant,  alter or
impair such Participant's rights under any shares previously granted.

12.      No Right of Association

         Neither the action of HTVN in  establishing  this Plan,  nor any action
taken by any HTVN Board or any Subsidiary or the Committee, nor any provision of
the Plan  itself,  shall be  construed  to limit in any way the right of HTVN to
terminate a Participant's association with the Corporation at any time.

13.      Withholding Taxes

         HTVN or any Subsidiary,  as applicable,  shall have the right to deduct
withholding  taxes from any payments  made  pursuant to the Plan or to make such
other provisions as it deems necessary or appropriate to satisfy its obligations
to withhold federal,  state or local income or other taxes incurred by reason of
payment or the issuance of Common Stock under the Plan. Whenever under the Plan,
Common  Stock  is to be  delivered  upon  vesting  of  Conditional  Shares,  the
Committee  shall be  entitled to require as a  condition  of  delivery  that the
Participant  remit or provide for the  withholding  of an amount  sufficient  to
satisfy all federal,  state and other  government  withholding tax  requirements
related thereto.

14.      Plan not a Trust

         Nothing  contained in the Plan and no action taken pursuant to the Plan
shall  create or be  construed  to create a trust of any  kind,  or a  fiduciary
relationship,  between  the  Corporation  and  any  Participant,  the  executor,
administrator  or other personal  representative,  or designated  beneficiary of
such  Participant,  or  any  other  persons.  If  and to  the  extent  that  any
Participant  or such  Participant's  executor,  administrator  or other personal
representative, as the case may be, acquires a right to receive any payment from
the  Corporation  pursuant to the Plan,  such right shall be no greater than the
right of an unsecured general creditor of the Corporation.

15.      Notices

         Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing of notices and delivery of Common
Stock pursuant to the Plan. Any notices  required or permitted to be given shall
be deemed given if addressed to the person to be notified at such address  given
to the  Committee  by such  person  and mailed by regular  United  States  mail,
first-class  and  prepaid.  If any item  mailed to such  address is  returned as
undeliverable to the addressee,  mailing will be suspended until the Participant
furnishes the proper address. This provision shall not be construed as requiring
the mailing of any notice or  notification  if such notice is not required under
the terms of the Plan or any applicable law.

16.      Severability of Provisions

         If any provisions of this Plan shall be held invalid or  unenforceable,
such  invalidity  or  unenforceability  shall not  affect  any other  provisions
hereof,  and this Plan shall be construed and enforced as if such provisions had
not been included.

17.      Payment to Minors, etc.

         Any benefit  payable to or for the benefit of a minor,  an  incompetent
person or other person  incapable of  receipting  therefor  shall be deemed paid
when  paid to such  person's  guardian  or the  party  providing  or  reasonably
appearing to provide for the care of such person,  and such payment  shall fully
discharge the Committee,  the HTVN Board, the Corporation and other parties with
respect thereto.

18.      Headings and Captions

         The  headings  and  captions  herein are  provided  for  reference  and
convenience  only,  shall not be considered  part of the Plan,  and shall not be
employed in the construction of the Plan.

19.      Controlling Law

         This Plan shall be construed and enforced  according to the laws of the
State of Texas to the extent not preempted by federal law, which shall otherwise
control.

20.      Enforcement of Rights

         In the event the  Corporation or a Participant is required to bring any
action  to  enforce  the  terms of this  Plan,  the  prevailing  party  shall be
reimbursed by the non-prevailing  party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.