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                                                                  Exhibit 10.40

                   AMENDMENT AND AGREEMENT REGARDING WARRANTS

         THIS AMENDMENT AND AGREEMENT REGARDING WARRANTS (this "Amendment")
is dated as of January 31, 2001, by and among Hispanic Television Network,
Inc., a Delaware corporation (the "Company") and GoffMoore Strategic
Partners, L.P. and GAINSCO, Inc. (collectively, "Warrantholder
Representatives"), representing all holders of that certain series of
warrants to purchase shares of Company common stock dated July 25, 2000
(collectively, the "Original Warrants") and issued by the Company in
connection with the Original Loan Agreement (as defined below), and
representing the parties, other than the Company, to the Registration Rights
Agreement and the Second Amendment (each as defined below).

                              W I T N E S S E T H:

         WHEREAS, the Company and the Warrant Representatives and the other
lenders set forth therein entered into that certain Loan Agreement dated as
of July 25, 2000 (as amended, supplemented or modified to the date hereof,
the "Original Loan Agreement");

         WHEREAS, the in connection with the Original Loan Agreement, the
Company issued the Original Warrants to the Warrantholder Representatives and
the other lenders thereunder;

         WHEREAS, each of the lenders (other than the Warrantholder
Representatives) have issued certain proxies or have executed that certain
Letter Agreement dated as of January 24, 2001, authorizing the Warrantholder
Representatives to amend the Original Loan Agreement and all other Loan
Documents (as defined in the Original Loan Agreement), including the
Warrants, the Registration Rights Agreement and the Second Amendment;

         WHEREAS, the Warrants have previously been amended from time to time
in connection with amendments to the Original Loan Agreement;

         WHEREAS, the Company, the Warrant Representatives and the lenders
represented by the Warrant Representatives entered into that certain
Registration Rights Agreement dated as of July 25, 2000 (the "Registration
Rights Agreement");

         WHEREAS, the Company and the Warrant Representatives entered into
that certain Second Amendment to Loan Agreement and Agreement dated as of
November 6, 2000 (the "Second Amendment");

         WHEREAS, the Company and Warrantholder Representatives desire to
further amend the Warrants and amend the Registration Rights Agreement and
the Second Amendment as described herein;

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         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Fifth Amendment to Loan
Agreement and Amendment of Notes of even date herewith(the "Fifth
amendment"), and for other good end valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:

         1.       TERMS DEFINED IN THE ORIGINAL WARRANTS. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Warrants shall have the same meanings whenever used
in this Amendment.

         2.       AMENDMENTS TO DEFINED TERMS. The definitions of "Loan
Agreement" and "Shares" in Section 1 of the Original Warrants are deleted in
their entirety and replaced with the definitions set forth below and the
definition of "Series Warrants" is added as set forth below:

         "LOAN AGREEMENT" shall mean that certain Loan Agreement dated as of
the same date hereof between the Company and certain lenders set forth
therein, as may be amended from time to time.

         "SHARES" shall mean, subject to adjustment as provided under Section
3, a number of shares of Common Stock equal to: (a) the aggregate maximum
principal amount loaned or committed to be loaned by the Lenders (as defined
in the Loan Agreement) pursuant to the Loan Agreement (including the Initial
Loan Amount and the Escrowed Funds, as such terms are defined in the Loan
Agreement), plus the aggregate interest payable by the Company on the actual
principal amount until such time as the loan is repaid in full, with such
amount divided by (b) the Exercise Price, with such quotient multiplied by
(c) a fraction (i) the numerator being the total maximum principal amount
loaned or committed to be loaned to the Company by Purchaser (including the
Initial Loan Amount and the Escrowed Funds, as such terms are defined in the
Loan Agreement), plus the aggregate interest payable by the Company on the
actual principal amount until such time as the loan is repaid in full, and
(ii) the denominator being the amount set forth in clause (a) above. For
example, if Purchaser loaned $950,000 to the Company and the interest payable
under such loan was $50,000, the total amount loaned to the Company under the
Loan Agreement was $4.75 million and the interest payable under such loans
was $250,000, and the Exercise Price was $5 per share, then the Shares would
be 200,000 (i.e., 5,000,000 divided by 5, with such quotient (1,000,000)
multiplied by 1/5).

         "SERIES WARRANTS" shall mean, collectively, all of the outstanding
warrants of the same series as this Warrant, specifically those warrants
originally issued in connection with the Loan Agreement and dated July 25,
2000.

         3.       AGREEMENT REGARDING EXERCISE PRICE. The parties hereto
agree that, with respect to the definition of "Exercise Price" in Section 1
of the Original Warrant, the first event to occur under the various
alternative calculation methods set forth in clauses (a)

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through (e) of such definition is clause (c), the occurrence of January 31,
2001. Accordingly, the parties hereto hereby agree that the proper
calculation of Exercise Price is pursuant to such clause (c) and that
pursuant to such calculation the Exercise Price is $.41 per share (subject to
adjustment pursuant to the provisions of Section 3 of the Original Warrant,
as may be amended from time to time) for purposes of calculating the number
of Shares and all other purposes under the Original Warrant except as
provided in the next sentence. Notwithstanding the foregoing, the parties
hereto hereby agree that, for purposes of calculating the dollar amount to be
paid to purchase shares of Common Stock upon exercise of the Original Warrant
only, the Exercise Price shall instead be deemed to be $.75 per share
(subject to adjustment pursuant to the provisions of Section 3 of the
Original Warrant, as may be amended from time to time, except for the
provisions of Section 3(b) thereof).

         4.       EXERCISE OF WARRANT. Section 2(a) of the Original Warrants
is hereby deleted in its entirety and replaced with the following:

         (a)      At any time after the date hereof through and including the
Expiration Date, Warrantholder may from time to time exercise this Warrant,
in whole or in part, provided that the Warrant cannot be exercised prior to
the earlier to occur of (i) an Event of Default (as defined under the Loan
Agreement), or (ii) January 31, 2002. In the event that the Warrantholder
elects to exercise this Warrant at any time that the number of Shares has not
been finally determined, the Company shall be obligated to permit the
Warrantholder to exercise its right to purchase the maximum number of Shares
that may be covered by this Warrant at the time of exercise, and the Company
shall provide such Warrantholder with a new Warrant representing the right to
purchase any additional Shares that may be determined subsequent to such
exercise. The Company will promptly notify Warrantholder of the occurrence of
any Event of Default.

         5.       ADJUSTMENT OF EXERCISE PRICE AND WARRANT STOCK; NUMBER OF
SHARES. Section 3(b) of the Original Warrants is hereby deleted in its
entirety and replaced with the following:

         (b)      If, at any time prior to the Expiration Date, the Company
issues or sells shares of its Common Stock or any other shares of its Common
Stock or any other securities convertible into or exchangeable for Common
Stock ("Convertible Securities"), or in any manner grants or reprices any
warrants, options or other rights (collectively, "Options") to purchase
shares of Common Stock or Convertible Securities, after the date hereof,
which entitles the subscriber, or the holder of such Option or Convertible
Security, to purchase any shares of Common Stock at less than the then
current Exercise Price (or the Exercise Price as ultimately determined
pursuant to the definition of Exercise Price), then the Exercise Price in
effect immediately prior to such action by the Company shall be adjusted to
equal the price at which any such subscriber or holder shall be entitled to
purchase any such shares of Common Stock. This Section 3(b) shall not apply
(i) in the event that the Company issues or sells Options in consideration
for the Company's purchase of television stations in an arm's

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length transaction from any person that is not an Affiliate of the Company
prior to the date of such issuance (ii) with respect to the issuance and sale
of shares of Common Stock by the Company to Emilio Gorriti as contemplated by
that certain letter of intent dated as of January 17, 2001 by and between
C-Networks LLC and the Company, or (iii) with respect to the issuance and
sale of shares of Common Stock by the Company to any other person in
transactions consummated on or before February 15,2001, provided that such
shares are sold for an aggregate amount of not more than $1.5 million and for
not less than $.25 per share.

         Sections 3(c)-(g) are hereby re-lettered 3(d)-(h), respectively, and
a new Section 3(c) is hereby added as follows:

         (c)      (i) For each 1/5th of the total principal amount
outstanding as of the date hereof under the Loan Agreement that is repaid by
the Company, the number of Shares subject to this Warrant shall be reduced by
an amount equal to 10% of the number of Shares covered by this Warrant (i.e.,
after 3/5ths of the total principal amount has been repaid, the number of
Shares covered by this Warrant will be reduced, by 30%, to 70% of the number
of Shares otherwise covered by this Warrant). The maximum reduction in the
number of Shares covered by this Warrant pursuant to the preceding sentence
is 50%. For each 10% reduction in the number of Shares subject to this
Warrant pursuant to the first sentence of this Section 3(c) the Company shall
collectively issue to the Warrantholder and all other holders of Series
Warrants, each on a pro rata basis and without payment of any additional
consideration, an aggregate of 500,000 shares of Common Stock (i.e., after
3/5ths of the total principal amount has been repaid, the number of Shares
covered by this Warrant will have been reduced by 30% and the Company will
issue to the Warrantholder its respective pro rata share of 1,500,000 shares
of Common Stock).

                  (ii) In addition to the foregoing, in the event that the
entire amount of principal and interest outstanding under the Loan Agreement
is repaid by the Company on or before April 30, 2001, the number of Shares
subject to this Warrant shall be reduced by an additional amount equal to 30%
of the number of Shares covered by this Warrant (i.e., if the loan is
entirely repaid on or before April 30, 2001, the number of Shares covered by
this Warrant will be reduced by 80% (reduced 50% pursuant to the first
sentence of this Section 3(c) and reduced an additional 30% as described in
this clause (ii)). In the event that the additional 30% reduction in the
number of Shares subject to this Warrant is effected as described in this
clause (ii), the Company shall collectively issue to Warrantholder and all
other holders of Series Warrants, each on a pro rata basis and without
payment of any additional consideration, an additional aggregate of 1,500,000
shares of Common Stock. Accordingly, in the event the loan under the Loan
Agreement is repaid on or before April 30, 2001, the number of Shares covered
by this Warrant will be reduced by 80% (the maximum possible reduction) and
4,000,000 shares of Common Stock (the maximum possible number of shares) will
be collectively issued to Warrantholder and all other holders of Series
Warrants pursuant to this Section 3(c).

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                  (iii) In addition to the foregoing, in the event that the
entire amount of principal and interest outstanding under the Loan Agreement
is repaid by the Company after April 30,2001 but on or before July 31,2001,
the number of Shares subject to this Warrant shall be reduced by an
additional amount equal to 25% of the number of Shares covered by this
Warrant (i.e., if the loan is entirely repaid after April 30, 2001 but on or
before July 31, 2001, the number of Shares covered by this Warrant will be
reduced by 75% (reduced 50% pursuant to the first sentence of this Section
3(c) and reduced an additional 25% as described in this clause (iii)). In the
event that the additional 25% reduction in the number of Shares subject to
this Warrant is effected as described in this clause (iii), the Company shall
collectively issue to Warrantholder and all other holders of Series Warrants,
each on a pro rata basis and without payment of any additional consideration,
an additional aggregate of 1,250,000 shares of Common Stock. Accordingly, in
the event the loan under the Loan Agreement is repaid after April 30,2001 but
on or before July 31,2001, the number of Shares covered by this Warrant will
be reduced by 75% and 3,750,000 shares of Common Stock will be collectively
issued to Warrantholder and all other holders of Series Warrants pursuant to
this Section 3(c).

         6.       RESERVATION AND AUTHORIZATION OF CAPITAL STOCK. Section 6
of the Original Warrants is hereby deleted in its entirety and replaced with
the following:

         Section 6. RESERVATION AND AUTHORIZATION OF CAPITAL STOCK. The
Company shall at all times reserve and keep available for issuance such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants or the
issuance of shares of Common Stock pursuant to Section 3(c).

         7.       REGISTRATION RIGHTS. Section 9 of the Original Warrants is
hereby deleted in its entirety and replaced with the following:

         Section 9. REGISTRATION RIGHTS. The Warrant Stock issuable upon
exercise of this Warrant and the shares of Common Stock issuable by the
Company pursuant to Section 3(c) shall be deemed to constitute "Registrable
Shares" as defined under and subject to the provisions of a certain
Registration Rights Agreement, dated the same date as this Warrant, by and
among the Company, Purchaser and the other Lenders.

         8.       AMENDMENT TO REGISTRATION RIGHTS AGREEMENT. The definition
of "Registrable Shares" in Section 1 (f) of the Registration Rights Agreement
is hereby deleted in its entirety and replaced with the following:

         (f)      "REGISTRABLE SHARES" means at any time any Common Stock
owned by any Holder which is or may be acquired through the exercise of the
Warrants, or otherwise issued pursuant to any provision in the Warrants as
they may from time to time be amended, and any other shares of Common Stock
issued in respect of such

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shares by way of a stock dividend or stock split, or in connection with a
combination of shares, recapitalization, merger, consolidation or
reorganization; provided, however, that shares of Common Stock shall cease to
be Registrable Shares as soon as they are: (i) eligible for sale without
restriction under Rule 144(k) of the Securities Act (provided that the
Company's Secretary or transfer agent has removed all transfer restrictions
and restrictive legends with respect to such Common Stock); (ii) sold or
otherwise disposed of pursuant to a registration statement that was filed
with the Commission and declared effective under the Securities Act (provided
that the Company's Secretary or transfer agent has removed all transfer
restrictions and restrictive legends with respect to such Common Stock);
(iii) sold, transferred or disposed of by a Holder to any Person that is not
a Purchaser or an Affiliate of a Purchaser; or (iv) no longer outstanding.

         9.       AMENDMENT TO SECOND AMENDMENT. Article II.A. of the Second
Amendment (Agreements Relating to the Warrants) is hereby deleted in its
entirety and shall be of no further force or effect.

         10.      EFFECTIVE DATE. This Amendment shall become effective if
and when, and only if and when, the Fifth Amendment becomes effective.

         11.      EXPENSES OF COUNSEL. In connection with this Amendment, the
Company shall have the obligation to reimburse the Warrantholder
Representatives for the fees and expenses of their counsel. The Company shall
pay this amount to Warrantholder Representatives on or prior to February 7,
2001.

         12.      REPRESENTATIONS AND WARRANTIES. In order to induce
Warrantholder Representatives to enter into this Amendment on behalf of
themselves and the other holders of Original Warrants, the Company represents
and warrants to each holder of an Original Warrant as follows:

         (1)      The Company is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to perform its
obligations under the Original Warrants and the Registration Rights Agreement
as hereby amended. The Company has duly taken all corporate action necessary
to authorize the execution and delivery of this Amendment and to authorize
the performance of the obligations of the Company hereunder.

         (2)      The execution and delivery by the Company of this
Amendment, the performance by the Company of its obligations hereunder and
the consummation of the transactions contemplated hereby do not and will not
conflict with any provision of law, statute, rule or regulation or of the
certificate of incorporation and bylaws of the Company, or of any material
agreement, judgment, license, order or permit applicable to or binding upon
the Company, or result in the creation of any lien, charge or encumbrance
upon any assets or properties of the Company. Except for those which have
been obtained, no consent, approval, authorization or order of any court or

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governmental authority or third party is required in connection with the
execution and delivery by the Company of this Amendment or to consummate the
transactions contemplated hereby.

         (3)      When duly executed and delivered, this Amendment will be a
legal and binding obligation of the Company, enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency or similar laws of
general application relating to the enforcement of creditors' rights and by
equitable principles of general application.

         13.      SURVIVAL. All representations, warranties, covenants and
agreements contained herein shall survive the execution and delivery of this
Amendment and the performance hereof.

         14.      GOVERNING LAW. This Amendment shall be governed by and
construed in accordance the laws of the State of Texas and any applicable
laws of the United States of America in all respects, including construction,
validity and performance.

         15.      COUNTERPARTS; FAX. This Amendment may be separately
executed in counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute
one and the same Amendment. This Amendment may be validly executed by
facsimile or other electronic transmission.

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

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, this Amendment is executed as of the date first above
written.

                          THE COMPANY:

                          HISPANIC TELEVISION NETWORK, INC.

                          By:      /s/ James A. Ryffel
                              -----------------------------------------------
                                   James A. Ryffel
                                   Chairman of the Board

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


                          WARRANTHOLDER REPRESENTATIVES:

                          GOFF MOORE STRATEGIC PARTNERS, L.P.

                          By: GMSP Operating Partners, L.P., its general
                           partner

                          By:      GMSP, L.L.C.

                          By:        /s/ J. Randall Chappel
                                   --------------------------------------
                                   J. Randall Chappel, Principal


                          GAINSCO, INC.

                          By:     /s/ Richard M. Buxton
                               -------------------------------------------
                                   Name:  Richard M. Buxton
                                   Title: Sr. Vice President