<PAGE>

                                                                  Exhibit 10.35


                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT (this "AGREEMENT") is made as of February 5,
2001, by HISPANIC TELEVISION NETWORK, INC., a Delaware corporation
("DEBTOR"), in favor of the lenders under the Loan Agreement (as defined
below), including but not limited to those lenders listed on Schedule I
hereto (each individually a "SECURED PARTY" and collectively referred to
herein as "SECURED PARTIES").

                              W I T N E S S E T H:

         WHEREAS, Debtor and each Secured Party are parties to a Loan
Agreement dated of even date herewith (as from time to time amended,
supplemented, or restated, the "LOAN AGREEMENT"); and

         WHEREAS, pursuant to the Loan Agreement, Secured Parties have agreed
to extend credit to Debtor; and

         WHEREAS, in order to induce each Secured Party to extend such credit
pursuant to the Loan Agreement, Debtor has agreed to grant to each Secured
Party a security interest in the Collateral as defined herein;

         NOW, THEREFORE, in consideration of the premises and in order to
induce Secured Party to extend such credit under the Loan Agreement, Debtor
hereby agrees with Secured Parties as follows:

                                    ARTICLE I

                           DEFINITIONS AND REFERENCES

1.       Section 1. GENERAL DEFINITIONS. As used herein, the terms "Agreement",
"Debtor", "Loan Agreement" and "Secured Party" shall have the meanings indicated
above, and the following terms shall have the following meanings:

2.       "AGENT" means any Person (including any Lender) who is appointed by the
lenders as Agent for all Lenders in respect of any rights and remedies hereunder
or under the other Loan Documents, which such Person shall act upon the
direction of Lenders.

3.       "COLLATERAL" means all property, of whatever type, which is described
in Section 2.1 as being at any time subject to a security interest granted
hereunder to Secured Party.

4.       "COLLATERAL ACCOUNT" has the meaning given it in Section 4.1(e).

5.       "COMMITMENT" means the agreement or commitment by Secured Parties to
make loans or otherwise extend credit to Debtor under the Loan Agreement, and
any other agreement, commitment, statement of terms or other document
contemplating the making of loans or advances or other extension of credit by
Secured Parties to or for the account of Debtor which is now or at any time
hereafter intended to be secured by the Collateral under this Agreement.

<PAGE>

6.       "DOCUMENTS" means all "documents" (as defined in the UCC) or other
receipts covering, evidencing or representing inventory, equipment, or other
goods.

7.       "FCC" means the Federal Communications Commission.

8.       "FCC LICENSES" means the specific FCC license included in Exhibit #2.

9.       "INSTRUMENTS" means all "instruments", "chattel paper" or "letters of
credit" (as each is defined in the UCC).

10.      "LIEN" means, with respect to any property or assets, any right or
interest therein of a creditor to secure indebtedness of any kind which is owed
to him or any other arrangement with such creditor which provides for the
payment of such indebtedness out of such property or assets or which allows him
to have such indebtedness satisfied out of such property or assets prior to the
general creditors of any owner thereof, including without limitation any lien,
mortgage, security interest, pledge, deposit, production payment, rights of a
vendor under any title retention or conditional sale agreement or lease
substantially equivalent thereto, tax lien, mechanic's or materialman's lien, or
any other charge or encumbrance for security purposes, whether arising by law or
agreement or otherwise, but excluding any right of offset which arises without
agreement in the ordinary course of business. "Lien" also means any filed
financing statement, any registration with an issuer of uncertificated
securities, or any other arrangement which would serve to perfect a Lien
described in the preceding sentence, regardless of whether such financing
statement is filed, such registration is made, or such arrangement is undertaken
before or after such Lien exists.

11.      "OBLIGATION DOCUMENTS" means the Loan Agreement, the Notes, and the
Security Documents, and all amendments, modifications and restatements of any
such documents or instruments.

12.      "OTHER LIABLE PARTY" means any Person, other than Debtor, who may now
or may at any time hereafter be primarily or secondarily liable for any of the
Secured Obligations or who may now or may at any time hereafter have granted to
Secured Party a Lien upon any property as security for the Secured Obligations.

13.      "PERMITTED LIENS" means any Liens expressly permitted under the Loan
Agreement.

14.      "PERSON" means an individual, corporation, partnership, association,
joint stock company, trust, unincorporated organization or joint venture, or a
court or governmental unit or any agency or subdivision thereof, or any other
legally recognizable entity.

15.      "PROCEEDS" means, with respect to any property of any kind, all
proceeds of, and all other profits, products, rentals or receipts, in whatever
form, arising from any sale, exchange, collection, lease, licensing or other
disposition of, distribution in respect of, or other realization upon, such
property, including all claims against third parties for loss of, damage to or
destruction of, or for proceeds payable under (or unearned premiums with respect
to) insurance in respect of, such property (regardless of whether any Secured
Party is named a loss payee thereunder), and any payments paid or owing by any
third party under any indemnity, warranty, or guaranty with respect to such
property, and any condemnation or requisition payments with respect to such
property, in each case whether now existing or hereafter arising.

16.      "RELATED PERSON" means Debtor, each Subsidiary of Debtor and each Other
Liable Party.

17.      "SECURED OBLIGATIONS" has the meaning given such term in Section 2.2.

18.      "SECURED PARTIES" means each Lender under the Loan Agreement, including
but not limited to those Lenders listed on Schedule I hereto, together with
their successors and assigns.

<PAGE>

19.      "SUBSIDIARY" means, with respect to any Person, any corporation,
association, partnership, joint venture, or other business or corporate entity,
enterprise or organization which is directly or indirectly (through one or more
intermediaries) controlled by or owned fifty percent or more by such Person.

20.      "UCC" means the Uniform Commercial Code in effect in the State of Texas
on the date hereof.

21.      Section 1. OTHER DEFINITIONS. Reference is hereby made to the Loan
Agreement for a statement of the terms thereof. All capitalized terms used in
this Agreement which are defined in the Loan Agreement and not otherwise defined
herein shall have the same meanings herein as set forth therein. All terms used
in this Agreement which are defined in the UCC and not otherwise defined herein
or in the Loan Agreement shall have the same meanings herein as set forth
therein, except where the context otherwise requires.

22.      Section 1. ATTACHMENTS. All exhibits or schedules which may be attached
to this Agreement are a part hereof for all purposes.

23.      Section 1. AMENDMENT OF DEFINED INSTRUMENTS. Unless the context
otherwise requires or unless otherwise provided herein, references in this
Agreement to a particular agreement, instrument or document (including, but not
limited to, references in Section 2.1) also refer to and include all renewals,
extensions, amendments, modifications, supplements or restatements of any such
agreement, instrument or document, provided that nothing contained in this
Section shall be construed to authorize any Person to execute or enter into any
such renewal, extension, amendment, modification, supplement or restatement.

24.      Section 1. REFERENCES AND TITLES. All references in this Agreement to
Exhibits, Articles, Sections, subsections, and other subdivisions refer to the
Exhibits, Articles, Sections, subsections and other subdivisions of this
Agreement unless expressly provided otherwise. Titles appearing at the beginning
of any subdivision are for convenience only and do not constitute any part of
any such subdivision and shall be disregarded in construing the language
contained in this Agreement. The words "this Agreement", "herein", "hereof",
"hereby", "hereunder" and words of similar import refer to this Agreement as a
whole and not to any particular subdivision unless expressly so limited. The
phrases "this Section" and "this subsection" and similar phrases refer only to
the Sections or subsections hereof in which the phrase occurs. The word "or" is
not exclusive, and the word "including" (in all of its forms) means "including
without limitation". Pronouns in masculine, feminine and neuter gender shall be
construed to include any other gender, and words in the singular form shall be
construed to include the plural and vice versa unless the context otherwise
requires. 1.


                                   ARTICLE II

                                SECURITY INTEREST

1.       Section 2. GRANT OF SECURITY INTEREST. As collateral security for all
of the Secured Obligations, Debtor hereby pledges and assigns to each Secured
Party and grants to each Secured Party a continuing security interest in and to
all right, title and interest of Debtor in and to any and all of the following
property, whether now owned or existing or hereafter acquired or arising and
regardless of where located:

2.

<PAGE>

(a) HTVN hereby assigns an undivided interest in all causes of action and any
proceeds up to, but not to exceed, loan indebtedness in American Independent
Network, Inc., v Robert Gyemant et al; pending in The United States District
Court for The Central District of California Los Angeles Div.

(b) Undivided interest in K09V0, Beaumont, TX. Subject to any claims by Gerald &
Suzanne Powell.

(c) To the extent permitted under applicable law, all rights in, to or under the
specific FCC license.

(d) All proceeds of any and all of the foregoing Collateral.

3.       Section 2. SECURED OBLIGATIONS SECURED. The security interest created
hereby in the Collateral constitutes continuing collateral security for all of
the following obligations, indebtedness and liabilities, whether now existing or
hereafter incurred or arising:

4.       LOAN AGREEMENT INDEBTEDNESS. The payment by Debtor, as and when due and
payable, of all amounts from time to time owing by Debtor under or in respect of
the Loan Agreement, the Notes, or any of the other Obligation Documents.

(a) RENEWALS. All renewals, extensions, amendments, modifications, supplements,
or restatements of or substitutions for any of the foregoing.

(b) PERFORMANCE. The due performance and observance by Debtor of all of its
other obligations from time to time existing under or in respect of any of the
Obligation Documents.

(c) As used herein, the term "Secured Obligations" refers to all present and
future indebtedness, obligations and liabilities of whatever type which are
described above in this section, including any interest which accrues after the
commencement of any case, proceeding, or other action relating to the
bankruptcy, insolvency, or reorganization of Debtor. Debtor hereby acknowledges
that the Secured Obligations are owed to the Secured Parties and that each
Secured Party is entitled to the benefits of the Liens given under this
Agreement.

                                   ARTICLE III

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

1.       Section 3. REPRESENTATIONS AND WARRANTIES. Each of the representations
and warranties in the Loan Agreement made by Debtor or any Restricted Person is
true and correct. In addition, Debtor hereby represents and warrants to each
Secured Party as follows:

2.       SECURITY INTEREST. Debtor has and will have at all times full right,
power and authority to grant a security interest in the Collateral to the
Secured Parties as provided herein, free and clear of any Lien, adverse claim,
or encumbrance. This Agreement creates a valid and binding security interest in
favor of the Secured Parties in the Collateral, which security interest secures
all of the Secured Obligations.

(a)      PERFECTION. The taking possession by any Person (including any Lender)
at Majority Lenders' direction as a bailee for all Lenders of all Instruments
and money constituting Collateral from time to time will perfect, and establish
the first priority of, each Secured Party's security interest hereunder in such
Collateral. The filing of the financing statements delivered concurrently
herewith by Debtor to the Secured Parties will perfect, and establish the first

<PAGE>

priority (subject only to Permitted Liens) of, each Secured Party's security
interest hereunder in all other Collateral. No further or subsequent filing,
recording, registration, other public notice or other action is necessary or
desirable to perfect or otherwise continue, preserve or protect such security
interest except for continuation statements or filings described in the Loan
Agreement.

2.       Section 3. GENERAL COVENANTS APPLICABLE TO COLLATERAL. Unless Lenders'
Agent shall otherwise consent in writing, Debtor will at all times comply with
the covenants contained in the Loan Agreement, which are applicable to Debtor
for so long as any part of the Secured Obligations or the Commitment is
outstanding.

                                   ARTICLE IV.

                       REMEDIES, POWERS AND AUTHORIZATIONS

1.      Section 4. NORMAL PROVISIONS CONCERNING THE COLLATERAL.

(a)      ADDITIONAL FINANCING STATEMENT FILINGS. Debtor hereby authorizes Agent
to file, without the signature of Debtor where permitted by law, one or more
financing or continuation statements, and amendments thereto, relating to the
Collateral. Debtor further agrees that a carbon, photographic or other
reproduction of this Agreement or any financing statement describing any
Collateral is sufficient as a financing statement and may be filed in any
jurisdiction by such Agent.

(b)      POWER OF ATTORNEY. Debtor hereby appoints Agent as Debtor's
attorney-in-fact and proxy, with full authority in the place and stead of Debtor
and in the name of Debtor or otherwise, from time to time during the
continuation of an Event of Default in Agent's discretion, to take any action
and to execute any instrument which Agent may deem necessary or advisable to
accomplish the purposes of this Agreement including any action or instrument:
(i) to obtain and adjust any insurance required to be paid to the Secured
Parties pursuant hereto; (ii) to ask, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for moneys due and to become
due under or in respect of any of the Collateral; (iii) to receive, indorse and
collect any drafts or other Instruments or Documents; (iv) to enforce any
obligations included among the Collateral; and (v) to file any claims or take
any action or institute any proceedings which Agent may deem necessary or
desirable for the collection of any of the Collateral or otherwise to enforce
the rights of Debtor or the Secured Parties with respect to any of the
Collateral. Debtor hereby acknowledges that such power of attorney and proxy are
coupled with an interest, are irrevocable, and are to be used by the Secured
Parties.

(c)      PERFORMANCE BY SECURED PARTY. If Debtor fails to perform any agreement
or obligation required by the terms of this Agreement, any Agent may, after
giving fifteen (15) days notice of such nonperformance to Debtor, perform, or
cause performance of, such agreement or obligation, and the expenses of Agent
incurred in connection therewith shall be payable by Debtor under Section 4.5.

(d)      BAILEES. If any Collateral is at any time in the possession or control
of any warehouseman, bailee or any of Debtor's agents or processors, Debtor
shall, upon the request of

<PAGE>

Lenders or Agent (at Lender's direction), notify such warehouseman, bailee,
agent or processor of Secured Parties' rights hereunder and instruct such
Person to hold all such Collateral for Secured Parties' account subject to
Lenders' or Agent's (at Lenders' direction) instructions. (No such request by
Lenders or Agent (at Lender's direction) shall be deemed a waiver of any
provision hereof which was otherwise violated by such Collateral being held
by such Person prior to such instructions by Debtor.)

(e)      COLLECTION. Lenders or Agent (at Lender's direction) shall have the
right at any time, upon the occurrence and during the continuance of a Default
or an Event of Default, to notify (or to require Debtor to notify) any and all
obligors under any Receivables, General Intangibles, Instruments, or other
rights to payment included among the Collateral of the assignment thereof to the
Secured Parties under this Agreement and to direct such obligors to make payment
of all amounts due or to become due to Debtor thereunder directly to Agent and,
upon such notification and at the expense of Debtor and to the extent permitted
by law, to enforce collection of any such Receivables, General Intangibles,
Instruments, or other rights to payment and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as Debtor
could have done. After Debtor receives notice that either of Lenders or Agent
(at Lenders' direction) has given (and after either of Lenders or Agent (at
Lenders' direction) has required Debtor to give) any notice referred to above in
this subsection:

                  (i) all amounts and proceeds (including instruments and
         writings) received by Debtor in respect of such Receivables, General
         Intangibles, Instruments, or other rights to payment shall be received
         in trust for the benefit of Secured Parties hereunder, shall be
         segregated from other funds of Debtor and shall be forthwith paid over
         to Agent in the same form as so received (with any necessary
         endorsement) to be, at Majority Lender's discretion, either (A) held as
         cash collateral and released to Debtor upon the remedy of all Defaults
         and Events of Default, or (B) while any Event of Default is continuing,
         applied as specified in Section 4.3, and

                  (ii) Debtor will not adjust, settle or compromise the amount
         or payment of any such Receivable, General Intangible, Instrument, or
         other right to payment or release wholly or partly any account debtor
         or obligor thereof or allow any credit or discount thereon.

(f)      COLLECTION AND COLLATERAL ACCOUNT. Upon the occurrence of an Event of
Default, Lenders or Lenders Agent (at Lenders' direction), in Lenders'
discretion, shall establish a cash collateral account (the "COLLATERAL ACCOUNT")
in the name of Agent, for the benefit of Lenders, into which there shall be
deposited from time to time the cash proceeds received pursuant to the required
to be delivered to Secured Parties pursuant to the following subsections of this
Section 4.1 or pursuant to any other provision of this Agreement or any other
Obligation Document. Debtor and Secured Parties shall deal with the Collateral
Account as follows:

         (i)      Amounts on deposit in the Collateral Account shall either
         remain on deposit therein or be invested and re-invested from time to
         time in such Liquid Investments as

<PAGE>

         Debtor (or, if a Default or Event of Default has occurred and is
         continuing, Lenders) shall determine, which Liquid Investments shall
         be held in the name and be under the control of Agent, for the benefit
         of Lenders, until liquidated and applied as provided in the following
         subsection (iii). Any income received by Agent with respect to the
         balance from time to time standing to the credit of the Collateral
         Account, including any interest on or proceeds of Liquid Investments,
         shall also remain, or be deposited, in the Collateral Account. All
         right, title and interest in and to the amounts on deposit from time
         to time in the Collateral Account, together with any Liquid Investments
         from time to time made pursuant to this section shall vest in Agent,
         for the benefit of Lenders, shall constitute part of the Collateral
         hereunder, and shall not constitute payment of the Secured Obligations
         until applied thereto as herein provided.

         (ii)     At any time when no Default or Event of Default has occurred
         and is continuing, the outstanding balance in the Collateral
         Account shall be distributed to Debtor upon the order of Debtor. If
         immediately available cash on deposit in the Collateral Account is not
         sufficient to make any such distribution to Debtor, Agent shall
         liquidate as promptly as practicable Liquid Investments as required to
         obtain sufficient cash to make such distribution and, notwithstanding
         any other provision of this section, such distribution shall not be
         made until such liquidation has taken place; after such liquidation,
         such distribution shall be made promptly. During the continuation of a
         Default or an Event of Default, Agent, at Lenders' direction and
         discretion, either (A) continue to hold the balance of the Collateral
         Account and all Liquid Investments as Collateral, or (B) while any
         Event of Default is continuing, apply any or all of the balance from
         time to time standing to the credit of the Collateral Account (subject
         to collection) as specified in Section 4.3 and liquidate any or all
         Liquid Investments and apply the proceeds thereof as specified in
         Section 4.3.

         (iii)    As used in this section, "LIQUID INVESTMENT" means any
         investment in the name of Agent (but at the direction and discretion of
         Lenders), for the benefit of Lenders (and, in the opinion of counsel to
         Secured Parties, appropriately subject to a perfected PARRI PASSU
         security interest in favor of Secured Parties) which matures within one
         month after it is acquired by Agent and is either (A) a certificate of
         deposit or time deposit issued by Agent or (B) an obligation entitled
         to the full faith and credit of the United States which is in
         book-entry form and subject to pledge under applicable state law and
         Treasury regulations.

1.       Section 4. EVENT OF DEFAULT REMEDIES. If an Event of Default shall have
occurred and be continuing, Lenders and Agent (at Lenders' direction) may from
time to time, in Lenders' discretion, without notice except as expressly
provided below:


2.
(a)      exercise in respect of the Collateral, in addition to any other rights
and remedies provided for herein, under the other Obligation Documents, or
otherwise available, all the rights

<PAGE>

and remedies of a secured party on default under the UCC (whether or not the
UCC applies to the affected Collateral);

(b)      require Debtor to, and Debtor hereby agrees that it will at its expense
and upon request of Lenders or Agent (at Lenders' direction) forthwith, assemble
all or part of the Collateral as directed by Lenders or Agent (at Lenders'
direction) and make it (together with all books, records and information of
Debtor relating thereto) available to Agent at a place to be designated by
Lenders or Agent (at Lenders' direction) which is reasonably convenient and
commercially reasonable to both parties;

(i)      prior to the disposition of any Collateral, to the extent permitted by
applicable law, enter, with or without process of law and without breach of the
peace, any premises where any of the Collateral is or may be located, and
without charge or liability to any Secured Party seize and remove such
Collateral from such premises, have access to and use the Company's books,
records, and information relating to the Collateral, and store or transfer any
of the Collateral without charge in or by means of any storage or transportation
facility owned or leased by Debtor, process, repair or recondition any of the
Collateral or otherwise prepare it for disposition in any manner and to the
extent Lenders or Agent (at Lenders' direction) deems appropriate and, in
connection with such preparation and disposition, use without charge any
copyright, trademark, trade name, patent or technical process used by Debtor;

(c)      reduce the Lenders' claims to judgment or foreclose or otherwise
enforce, in whole or in part, the security interest created hereby by any
available judicial procedure;

(d)      dispose of, on the premises of Debtor or elsewhere, all or any part of
the Collateral, as a unit or in parcels, by public or private proceedings, and
by way of one or more contracts (it being agreed that the sale of any part of
the Collateral shall not exhaust Secured Parties' power of sale, but sales may
be made from time to time, and at any time, until all of the Collateral has been
sold or until the Secured Obligations have been paid and performed in full), and
at any such sale it shall not be necessary to exhibit any of the Collateral;

(e)      buy (or allow any one or more Lenders to buy) the Collateral, or any
part thereof, at any public sale;

(f)      buy (or allow any one or more Lenders to buy) the Collateral, or any
part thereof, at any private sale if the Collateral is of a type customarily
sold in a recognized market or is of a type which is the subject of widely
distributed standard price quotations; and

(g)      apply by appropriate judicial proceedings for appointment of a receiver
for the Collateral, or any part thereof, and Debtor hereby consents to any such
appointment.

(h)Debtor agrees that, to the extent notice of sale shall be required by
law, at least ten (10) days' notice to Debtor of the time and place of any
public sale or the time after which any private sale is to be made shall
constitute reasonable notification. Secured Parties and Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. Agent (at Lenders' direction) may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned.

3.       Section 4. APPLICATION OF PROCEEDS. If any Event of Default shall have
occurred and be continuing, Lenders or Agent (at Lenders' direction) may in
their or its discretion apply any cash held by Agent or any Secured Party as
Collateral, and any cash proceeds received by Agent or any Secured Party in
respect of any sale of, collection from, or other realization upon all or any

<PAGE>

part of the Collateral, to any or all of the following in such order as Agent
(at Lenders' direction) may elect:

4.       To the repayment of the reasonable costs and expenses, including
reasonable attorneys' fees and legal expenses, incurred by Agent or any Secured
Party in connection with (i) the administration of this Agreement, (ii) the
custody, preservation, use or operation of, or the sale of, collection from, or
other realization upon, any Collateral, (iii) the exercise or enforcement of any
of the rights of Secured Parties hereunder, or (iv) the failure of Debtor to
perform or observe any of the provisions hereof;

(a)      To the payment or other satisfaction of any Liens, encumbrances, or
adverse claims upon or against any of the Collateral;

(b)      To the PRO RATA reimbursement of Secured Parties, in accordance with
the Loan Agreement, for the amount of any obligations of Debtor or any Other
Liable Party paid or discharged by Secured Parties pursuant to the provisions of
this Agreement or the other Obligation Documents, and of any expenses of Secured
Parties payable by Debtor hereunder or under the other Obligation Documents;

(c)      To the satisfaction of any other Secured Obligations, in accordance
with the Loan Agreement;

(d)      By holding the same as Collateral;

(e)      To the payment of any other amounts required by applicable law
(including any provision of the UCC); and

(f)      By delivery to Debtor or to whoever shall be lawfully entitled to
receive the same or as a court of competent jurisdiction shall direct.

5.       Section 4. DEFICIENCY. In the event that the proceeds of any sale,
collection or realization of or upon Collateral by Secured Parties are
insufficient to pay all Secured Obligations and any other amounts to which
Secured Parties are legally entitled, Debtor shall be liable for the deficiency,
together with interest thereon as provided in the governing Obligation Documents
or (if no interest is so provided) at such other rate as shall be fixed by
applicable law, together with the costs of collection and the reasonable fees of
any attorneys employed by Secured Parties to collect such deficiency.

6.       Section 4. INDEMNITY AND EXPENSES. In addition to, but not in
qualification or limitation of, any similar obligations under other Obligation
Documents:

7.       (a). DEBTOR WILL INDEMNIFY EACH SECURED PARTY FROM AND AGAINST ANY AND
ALL CLAIMS, LOSSES AND LIABILITIES GROWING OUT OF OR RESULTING FROM THIS
AGREEMENT (INCLUDING ENFORCEMENT OF THIS AGREEMENT), WHETHER OR NOT SUCH CLAIMS,
LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT
OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, EXCEPT TO THE EXTENT SUCH CLAIMS,
LOSSES OR LIABILITIES ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PARTY'S
INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(b).     Debtor will upon demand pay to such Secured Party and Agent the amount
of any and all costs and expenses, including the fees and disbursements of any
of Secured Party's counsel and of any experts and agents, which such Secured
Party may incur in connection with (i) the transactions which give rise to this
Agreement, (ii) the exercise or enforcement of any of the rights of the Secured
Parties hereunder; or (iii) the failure by Debtor to perform or observe any of

<PAGE>

the provisions hereof, except expenses resulting from any Secured Party's
individual gross negligence or willful misconduct.

4.       Section 4. NON-JUDICIAL REMEDIES. In granting to Secured Parties the
power to enforce its rights hereunder without prior judicial process or judicial
hearing, Debtor expressly waives, renounces and knowingly relinquishes any legal
right which might otherwise require Secured Parties to enforce their rights by
judicial process. In so providing for non-judicial remedies, Debtor recognizes
and concedes that such remedies are consistent with the usage of trade, are
responsive to commercial necessity, and are the result of a bargain at arm's
length. Nothing herein is intended, however, to prevent Secured Parties from
resorting to judicial process at their option.

5.       Section 4. LIMITATION ON DUTY OF SECURED PARTY IN RESPECT OF
COLLATERAL. Beyond the exercise of reasonable care in the custody thereof, Agent
and Secured Parties shall have no duty as to any Collateral in their possession
or control or in the possession or control of any agent or bailee or as to the
preservation of rights against prior parties or any other rights pertaining
thereto. Each Secured Party shall be deemed to have exercised reasonable care in
the custody of the Collateral in its or Agent's or any other agent's or bailee's
possession if the Collateral is accorded treatment substantially equal to that
which it accords its own property, and shall not be liable or responsible for
any loss or damage to any of the Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any warehouseman, carrier,
forwarding agency, consignee or other agent or bailee selected by Secured
Parties or Majority Lenders in good faith.

6.       Section 4. APPOINTMENT OF COLLATERAL AGENTS. Any Agent appointed by
Lenders shall have such power and authority as may be necessary for the
effectual operation of the provisions hereof and may be specified in any such
instrument of appointment. In so doing Lenders may, in the name and on behalf of
Debtor, give to such Agent indemnities and other protections similar to those
provided in Section 4.5.

                                   ARTICLE V.

                                  MISCELLANEOUS

1.       Section 5. NOTICES. Any notice or communication required or
permitted hereunder shall be given as provided in the Loan Agreement.

2.       Section 5. AMENDMENTS. No amendment of any provision of this Agreement
shall be effective unless it is in writing and signed by Debtor and Lenders, and
no waiver of any provision of this Agreement, and no consent to any departure by
Debtor therefrom, shall be effective unless it is in writing and signed by
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given and to the extent
specified in such writing.

3.       Section 5. PRESERVATION OF RIGHTS. No failure on the part of Secured
Parties to exercise, and no delay in exercising, any right hereunder or under
any other Obligation Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. Neither the execution nor
the delivery of this Agreement shall in any manner impair or affect any other
security for the Secured Obligations. The rights and remedies of Secured Parties
provided herein and in the

<PAGE>

other Obligation Documents are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law or otherwise. The rights
of Secured Parties under any Obligation Document against any party thereto
are not conditional or contingent on any attempt by Secured Parties to
exercise any of its rights under any other Obligation Document against such
party or against any other Person.

4.       Section 5. FCC APPROVAL. Notwithstanding any other provision of this
Agreement, Debtor and Secured Parties shall take no action with respect to the
FCC Licenses and shall not exercise any rights hereunder with respect to the FCC
Licenses which would violate any rule, regulation, policy or decision of the
FCC, or the Communications Act of 1934, as amended. Any right to sell or
purchase, option to sell or transfer, or exercise any right of ownership or
control of the FCC Licenses under the terms of this Agreement, without
limitation, are subject to the prior consent of the FCC, if such prior consent
is required. The parties hereto agree to file any and all applications and other
documents which from time to time may be required by the FCC to obtain such
prior consent at the cost of the debtor, however, this does not include the
prosecution or defense of perdition to deny.

5.       Section 5. UNENFORCEABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or invalidity without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

6.       Section 5. SURVIVAL OF AGREEMENTS. All representations and warranties
of Debtor herein, and all covenants and agreements herein shall survive the
execution and delivery of this Agreement, the execution and delivery of any
other Obligation Documents and the creation of the Secured Obligations.

7.       Section 5. OTHER LIABLE PARTIES. Neither this Agreement nor the
exercise by Secured Parties or the failure of Secured Parties to exercise any
right, power or remedy conferred herein or by law shall be construed as
relieving any Other Liable Party from liability on the Secured Obligations or
any deficiency thereon.

8.       Section 5. BINDING EFFECT AND ASSIGNMENT. This Agreement creates a
continuing security interest in the Collateral and (a) shall be binding on
Debtor and its successors and permitted assigns and (b) shall inure, together
with all rights and remedies of each Secured Party hereunder, to the benefit of
each Secured Party and their respective successors, transferees and assigns.
Without limiting the generality of the foregoing, any Secured Party may (except
as otherwise provided in the Loan Agreement) pledge, assign or otherwise
transfer any or all of their respective rights under any or all of the
Obligation Documents to any other Person, and such other Person shall thereupon
become vested with all of the benefits in respect thereof granted herein or
otherwise. None of the rights or duties of Debtor hereunder may be assigned or
otherwise transferred without the prior written consent of each Secured Party.

9.       Section 5. TERMINATION. Upon the satisfaction in full of the Secured
Obligations and the termination or expiration of the Loan Agreement and any
other commitment of the Secured Parties to extend credit to Debtor, then upon
written request for the termination hereof delivered by Debtor to each Secured
Party this Agreement and the security interest created hereby shall terminate
and all rights to the Collateral shall revert to Debtor. Secured Parties will
thereafter, upon Debtor's request and at Debtor's expense, (a) return to Debtor
such of the Collateral in any Secured Party's or Agent's possession as shall not
have been sold or otherwise disposed of or

<PAGE>

applied pursuant to the terms hereof, and (b) execute and deliver to Debtor
such documents as Debtor shall reasonably request to evidence such
termination.

10.      Section 5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE
PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY
INTEREST CREATED HEREBY HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL,
ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.

11.      Section 5. FINAL AGREEMENT. THIS WRITTEN AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES HERETO.

12.      Section 5. COUNTERPARTS. This Agreement may be separately executed
in any number of counterparts, all of which when so executed shall be deemed
to constitute one and the same Agreement.

13.      Section 5. "LOAN DOCUMENT". This Agreement is a "Loan Document", as
defined in the Loan Agreement, and, except as expressly provided herein to
the contrary, this Agreement is subject to all provisions of the Loan
Agreement governing such Loan Documents.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


<PAGE>

         IN WITNESS WHEREOF, Debtor has executed and delivered this Agreement as
of the date first above written.

                                    HISPANIC TELEVISION NETWORK, INC.



                                    By:    /s/ Franklin Byrd
                                        -----------------------------------
                                           Franklin Byrd
                                           Chief Financial Officer and Secretary


<PAGE>

                                          THIS SPACE FOR USE OF FILING OFFICER



                  FINANCING STATEMENT



         This instrument is prepared and is intended to be a Financing
Statement complying with the formal requisites therefor as set forth in the
Uniform Commercial Code, as amended.

1.       The name and address of the debtor ("Debtor") is:
               Hispanic Television Network, Inc.
               6125 Airport Freeway, Suite 200
               Fort Worth, TX 76117

2.       This Financing Statement covers the following types or items of
property (collectively, the "Collateral"): Any and all undivided interest in
the Gyemant Claim not previously assigned to counsel, et al, in the U. S.
District Court for the Central District of Ca. La. Div. filed as American
Independent Network, Inc., v. Robert Gyemant., et al., and K090V0 Beaumont
FCC licenses and equipment, subject to 35% interest of Gerald and Suzanne
Powell.

3.       For the purposes herein, the term "FCC Licenses" means all Federal
Communications Commission licenses and all other similar authorizations now
or hereafter held by Debtor, including, but not limited to, all Federal
Communications Commission licenses and other authorizations related to the
following television stations.

4.       This Financing Statement is presented for filing to the Secretary of
State of Texas.


                              HISPANIC TELEVISION NETWORK, INC.


                              By:    /s/ Franklin Byrd
                                  ----------------------------------------
                                     Franklin Byrd
                                     Chief Financial Officer and Secretary