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                                                                  Exhibit 10.28

                      FIRST AMENDMENT TO PURCHASE AGREEMENT

         This First amendment to the Purchase Agreement (this "AMENDMENT") is
made and entered into as of September _____, 2000, by and between Hispanic
Television Network, Inc. ("BUYER") and Johnson Broadcasting of Dallas, Inc.
("SELLER", and collectively with Buyer, the "PARTIES"). Unless otherwise
defined herein, all capitalized terms have the meanings assigned to them in
the Purchase Agreement (as defined below).

         WHEREAS, the parties have entered into a Purchase and Sale Agreement
for the Sale of KLDT-TV, Channel 55, Lake Dallas, Texas, dated April ____,
2000 (the "PURCHASE AGREEMENT");

         WHEREAS, Section 20.6 of the Purchase Agreement provides that the
Purchase Agreement may be amended in a writing between the parties; and

         WHEREAS each of the undersigned desire to amend the Purchase
Agreement in certain respects as more particularly described below.

         NOW, THEREFORE, in consideration of the recitals set forth above and
other good and valuable consideration contained herein, the receipt and
sufficiency of which are hereby acknowledged by the Parties hereto, and
intending to be legally bound, the Parties agree as follows:

         1. The definition of Closing Date in Section 1.1 is amended and
restated in its entirety to read as follows:

         " "CLOSING DATE" means a time and business date to be selected by
Buyer, which date shall not be later than (i) two (2) calendar days after the
FCC order(s) approving the Assignment Applications contemplated by this
Agreement have become Final Order(s), (unless waived by Buyer pursuant to
Section 3.2 hereof, or (ii) October 31, 2000, unless extended pursuant to the
provisions of Section 19 hereof."

         2. Section 19.2 is amended and restated in its entirety to read as
follows:

                  "19.2. First Extension. Buyer shall have the right to
extend the Closing Date until November 30, 2000 upon a payment of $1,000,000
in cash to Seller as an additional deposit (making the total deposit
$3,150,000)."

         3. Section 19.3 is amended and restated in its entirety to read as
follows:

                  "19.3. Second Extension. Buyer shall have the right to
extend the Closing Date until December 31, 2000 upon payment of an additional
deposit of $1,000,000 in cash (making the total deposit $4,150,000)."

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         4. As consideration in part for entering into this Amendment, Buyer
agrees to pay to Seller an amount in cash of $250,000 (the "EXTENSION
PAYMENT") substantially simultaneously with the execution of this Amendment.
Buyer hereby acknowledges receipt of the Extension Payment.

         5. As consideration in part for entering into this Amendment, the
Parties agree to enter into a Registration Rights Agreement with each other
in the form of Exhibit A attached hereto.

         6. Capitalized terms used without definition in this Amendment have
the meanings set forth in the Purchase Agreement.

         7. This Amendment may be executed in any number of counterparts,
each of which will be deemed to be an original, but all of which will
constitute one and the same instrument.

         8. Except as specifically amended by this Amendment, the Purchase
Agreement shall remain in full force and effect. This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
successors and any permitted assigns. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas (without regard
to the conflicts-of-law principles thereof).

                            [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed, Amendment to be effective this
___ day of September, 2000.

                                     HISPANIC TELEVISION NETWORK, INC.

                                     By:      /s/ MARCO CAMACHO
                                              ---------------------------
                                              Marco Camacho
                                              Chief Executive Officer

                                     JOHNSON BROADCASTING OF DALLAS, INC.


                                     By:       /s/ DOUGLAS R. JOHNSON
                                               ----------------------------
                                               Douglas R. Johnson
                                               President