Exhibit 4.9

AMENDMENT  AGREEMENT TO THE SIMPLE CREDIT AGREEMENT MADE AND ENTERED INTO BY AND
BETWEEN SCOTIABANK  INVERLAT,  SOCIEDAD ANONIMA,  INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO SCOTIABANK INVERLAT [SCOTIABANK INVERLAT CORPORATION,  MULTIPLE
BANKING  INSTITUTION,  SCOTIABANK INVERLAT FINANCIAL GROUP],  HEREINAFTER CALLED
THE "LENDER",  REPRESENTED BY ALVARO AYALA MARGAIN, ESQ. AND GRUPO RADIO CENTRO,
S.A. DE C.V. [S.A. DE C.V. = VARIABLE CAPITAL  CORPORATION],  HEREINAFTER CALLED
THE  "BORROWER",  REPRESENTED BY MESSRS.  JOSE MANUEL  AGUIRRE GOMEZ,  CARLOS DE
JESUS  AGUIRRE  GOMEZ,  ANA MARIA  AGUIRRE  GOMEZ AND FRANCISCO DE JESUS AGUIRRE
GOMEZ,  WITH THE APPEARANCE OF GRC  PUBLICIDAD  S.A. DE C.V., GRC MEDIOS S.A. DE
C.V., AND PROMO RED S.A. DE C.V. AS CO-DEBTORS;  DESARROLLOS EMPRESARIALES, S.A.
DE C.V., AND ENLACES TRONCALES, S.A. DE C.V., REPRESENTED BY MESSRS. JOSE MANUEL
AGUIRRE  GOMEZ,  CARLOS DE JESUS  AGUIRRE  GOMEZ,  ANA MARIA  AGUIRRE  GOMEZ AND
FRANCISCO  DE  JESUS  AGUIRRE  GOMEZ,   IN  THEIR  CAPACITY  AS  GUARANTORS  AND
CO-DEBTORS,  IN  ACCORDANCE  WITH  THE  BACKGROUND,  STATEMENTS  AND  SUBSEQUENT
CLAUSES,
                              WITNESSETH WHEREAS,

                                   BACKGROUND

1. On October 30, 2000, the parties  signed a simple Credit  Agreement for up to
an  amount  of USD  35,000,000.00  (Thirty-five  million  dollars  in the  legal
currency of the United States of America). Also appearing in this agreement were
the companies  Desarrollos  Empresariales,  S.A. de C.V., and Radiodifusion Red,
S.A. de C.V., which provided guarantee for the loan based on the stocks of their
subsidiaries  which  they  own,  and which are  listed  in  Exhibit  "A" of this
instrument,  as security for  compliance  of the  obligations  undertaken by the
Borrower towards the Lender. The Credit agreement was certified by Esther Garcia
Alvarez, Notary Public, holding commission number 4 of the Federal District; for
the purposes of this amendment agreement,  it shall be identified as the "Credit
Agreement", including the amendments which have been made thereto up to the date
this document was signed.

2. On February 20, 2001, the parties signed an amendment agreement to modify the
Credit  Agreement cited in the paragraph  above, in which the Lender allowed the
Borrower  to take on  liabilities  with  third  parties  up to the amount of USD
3,500,000.00  (Three million five hundred thousand dollars in the legal currency
of the United States of America) in addition to the amount originally authorized
in the Credit Agreement.

3. On April 17, 2001 the parties  signed an  amendment  agreement  to modify the
Credit  Agreement  cited in paragraph  one here, in which it was agreed that the
interest rate applicable would be equivalent to the LIBOR rate plus 3.00 (three)
percentage  points.  In addition,  the parties agreed to reset the timetable for
the loan payments, each payment


                                       1
<PAGE>

being for the amount of USD  3,900,000.00  (Three million nine hundred  thousand
dollars in the legal  currency of the United States of America) with the last of
the  payments to be made on October 31, 2005 for the amount of USD  3,800,000.00
(Three  million  eight  hundred  thousand  dollars in the legal  currency of the
United States of America).

4. On July  13,  2001  the  Borrower  asked  the  Lender  permission  to take on
liabilities with third parties up to the amount of USD 2,500,000.00 (Two million
five  hundred  thousand  dollars in the legal  currency of the United  States of
America) in addition to the amount originally authorized in the Credit Agreement
to fund the renewal of the Operating Agreement for a radio station of the Group.

5. On November  15, 2001 the  Borrower  notified  the Lender that it had begun a
corporate  restructuring  process  for the purpose of  improving  control of the
group,  centralize  the  stockholdings,  make  administrative  supervision  more
efficient, and increase the equity of Grupo Radio Centro S.A. de C.V.

6. On December 10, 2000 the parties signed an Amendment  Agreement to the Credit
Agreement which was certified by Esther Garcia Alvarez,  Notary Public,  holding
commission number 4 of the Federal District.  In said amendment  agreement,  the
Borrower  acknowledged  the debt and  agreed to pay the Lender the amount of USD
23,300,000.00  (Twenty-three million three hundred thousand dollars in the legal
currency of the United States of America) and the parties agreed to convert 100%
of the acknowledged amount into pesos,  National Currency,  and consequently the
Borrower agreed to pay the Lender the amount of  MXP238,242,500.00  (Two hundred
thirty eight  million two hundred  forty two thousand  five hundred pesos 00/100
National Currency).

7. In the Amendment Agreement cited in the paragraph directly above, the parties
also agreed to change the payment dates,  the sums of  corresponding  repayments
and how to  determine  the  manner in which  interest  would be  applied  to the
acknowledged  Debt  Amount  converted  to  National   Currency.   The  financial
indicators were changed and a number of affirmative and negative  covenants were
added, along with justifications for early termination.  As a consequence of the
corporate restructuring process of the Borrower, Desarrollos Empresariales, S.A.
de C.V.,  and  Enlaces  Troncales,  S.A.  de C.V.  appeared  for this  Amendment
Agreement,  posting  security  for  the  Lender  based  on  the  stocks  of  its
proprietary subsidiaries.

8. On July 27,  2003 the parties  signed an  Amendment  Agreement  to the Credit
Agreement which was certified by Esther Garcia Alvarez,  Notary Public,  holding
commission  number 4 of the Federal  District,  by act number  44151 of the same
date. In said amendment agreement the Borrower  acknowledged the debt and agreed
to pay the Lender the amount of MXP198,532,500.00  (One hundred and ninety-eight
million five hundred and thirty-two  thousand five hundred pesos 00/100 National
Currency).  In  addition,  the  Borrower  and the Loan  Guarantors  ratified and
extended the Security Guarantee posted for the Lender.


                                       2
<PAGE>

9. In the Amendment Agreement described in paragraph directly above, the parties
agreed  likewise to change the payment dates,  the amounts of the  corresponding
repayments  and to  modify  some  of the  affirmative  and  negative  covenants.
Likewise,  Desarrollos Empresariales,  S.A. de C.V., and Enlaces Troncales, S.A.
de C.V.  acknowledged  the debt and  acknowledged  they were co-debtors with the
Borrower to the Lender.

                                   STATEMENTS:

I. The  representative  of the "Lender" states that the party he represents is a
subsidiary  credit  institution  formed in accordance with the relevant laws and
which is authorized to sign this agreement.

II. The representatives of the "BORROWER" state that:

a) The party they represent is a trading company of Mexican nationality governed
by its articles of  incorporation,  by the General Law of Trading  Companies and
other applicable legal provisions.

b) The party they represent owns the property comprising its business.

c) Notwithstanding,  the arbitration  proceeding  initiated by Infored,  S.A. de
C.V.  against the  Borrower,  now taking place in the  International  Chamber of
Commerce,  Mexico section;  the ordinary civil actions  initiated by Desarrollos
Empresariales,  S.A. de C.V. and the other four legal entities  against  Messrs.
Jose Elias and Maria Ivonne,  both with last name Guitierrez Vivo, and the order
to pay by  cross-litigation  initiated  by  Infored,  S.A.  de C.V.,  all  being
conducted  right now in the Civil Courts of this City, do not  adversely  affect
the  financial  situation,  operations,  property or its own legal  existence in
detriment to the legality,  validity or  enforceability  of this agreement,  and
they have no official knowledge of any legal proceeding which has been initiated
against  the  party  they  represent  which  affects   adversely  the  financial
situation,  operations, property or its own legal existence, in detriment to the
legality, validity or enforceability of this agreement.

d) The financial and  accounting  information  which was submitted to the Lender
accurately  and  reliably  reflects  the  economic  situation  of the party they
represent,  and therefore they are not in violation of article 112 of the Law of
Credit Institutions,  the text and legal scope of which has been explained,  for
which reason its transcription here is considered unnecessary.

e) To comply with the provisions of a general nature cited in article 115 of the
Law of Credit  Institutions  issued by the  Secretary of the Treasury and Public
Credit,  and published in the Official  Gazette of the Federation on the 10th of
March of the year  1997,  and its  amendments  and under the terms of the Second
provision, the Lender has been shown copies of the represented party's documents
as cited below:

      1.    Federal Tax Registration and Tax Identification.


                                       3
<PAGE>

      2.    Certified copy of represented  party's duly  registered  Certificate
            and  modifications  thereof  if  applicable  as well as the power of
            attorney granting the authority to represent the party.

      3.    Documents proving legal address (property tax receipt, utility bill,
            telephone  bill etc.).

      4.    Copy of the official  identification of their legal representatives,
            if applicable.

f)    He is  willingly  appearing  to sign this  agreement  to amend the  Credit
      Agreement cited in paragraph one of the background section.

g)   In relation to the credit cited in the first  paragraph  of the  background
     section,  on the date this  instrument was signed,  the party he represents
     acknowledges  the debt and  agrees  to pay to the  Lender  the  outstanding
     balance which amounts to MXP  176,473,333.00  (One hundred and  seventy-six
     million, four hundred and seventy-three thousand,  three hundred and thirty
     three pesos 00/100 National Currency).

h)   The party he represents  has requested  that the Lender change the dates of
     repayment of capital, the amounts of these payments and the interest rate.

III. The representatives of the guarantors and co-debtors state the following:

a)    That the party they represent are trading companies of Mexican nationality
      governed  by their  articles  of  incorporation  and by the General Law of
      Trading Companies and other applicable legal provisions;

b)    They are full and legitimate  owners of the stocks posted for security and
      the stocks have been subscribed and are wholly paid-up.

c)    Notwithstanding the arbitration  proceeding initiated by Infored,  S.A. de
      C.V.  against  Grupo Radio Centro,  S.A. de C.V.,  now taking place in the
      International  Chamber of Commerce,  Mexico  section;  the ordinary  civil
      actions initiated by Desarrollos Empresariales, S.A. de C.V. and the other
      four legal entities against Messrs. Jose Elias and Maria Ivonne, both with
      last  name  Guitierrez  Vivo,  and the  order  to pay by  cross-litigation
      initiated by Infored,  S.A. de C.V., all being  conducted right now in the
      Civil  Courts  of  this  City,  do  not  adversely  affect  the  financial
      situation, operations, property or its own legal existence in detriment to
      the legality,  validity or enforceability of this agreement, and they have
      no official  knowledge  of any legal  proceeding  that has been  initiated
      against the party they  represent  which  affects  adversely the financial
      situation,  operations,  property or its own legal existence, in detriment
      to the legality, validity or enforceability of this agreement.

d)    The financial and accounting information which was submitted to the Lender
      accurately  and reliably  reflects  the economic  situation of the parties
      they  represent,  and  therefore  they are not in violation of article one
      hundred and twelve of the Law of Credit  Institutions,  the text and legal
      scope of which has been explained, for which reason its transcription here
      is considered unnecessary.


                                       4
<PAGE>

e)    To comply with the  provisions  of a general  nature  cited in article one
      hundred  and  fifteen  of the Law of  Credit  Institutions  issued  by the
      Secretary of the Treasury and Public Credit, and published in the Official
      Gazette  of the  Federation  on the  tenth of  March of the year  nineteen
      hundred and ninety seven, and its amendments and with regard to the Second
      provision,  the Lender has been shown copies of the  represented  parties'
      documents as cited below:

      1.    Federal Tax Registration and Tax Identification.
      2.    Certified copy of represented  party's duly  registered  Certificate
            and  modifications  thereof  if  applicable  as well as the power of
            attorney granting him the authority to represent the party.
      3.    Documents proving legal address (property tax receipt, utility bill,
            telephone bill etc.).
      4.    Copy of the official  identification of their legal representatives,
            if applicable.

f)    Within the company object the  represented  parties have the power to post
      guarantees and assume any form of obligation for third parties.

g)    He is willingly  appearing to formalize this agreement to amend the Credit
      Agreement cited in paragraph one of the background section.

IV. The Parties state via their legal  representatives  that they  recognize the
legal  status  and  powers  demonstrated  for the  purposes  of  this  amendment
agreement,  as  described  in the  attached  document,  which is  considered  an
integral part of this amendment agreement.

Now therefore the parties do hereby agree as follows:

                                    CLAUSES:

FIRST.  Acknowledgment.  The Borrower acknowledges the debt and agrees to pay to
the Lender the amount of MXP176,473,333.00  (one hundred and seventy-six million
four hundred and seventy-three  thousand,  three hundred and thirty-three  pesos
00/100 National Currency).

This amount includes none of the interest,  fees and expenses which the Borrower
owes.

SECOND.  Extension of credit. The Lender shall give the Borrower an extension of
the Simple Credit granted in the Credit Agreement up to the additional amount of
MXP50,000,000.00  (fifty million pesos 00/100  National  Currency)  (hereinafter
referred  to as the  "Additional  Credit").  This  amount  includes  none of the
interest, fees and expenses which the Borrower owes.


                                       5
<PAGE>

This amount added to the amount  described in the first clause of this Amendment
Agreement  comes to a total of  MXP226,473,333.00  (two  hundred and  twenty-six
million four hundred and  seventy-three  thousand three hundred and thirty-three
pesos 00/100  National  Currency)  (hereinafter  the "Debt  Amount") this amount
being the total amount of the credit not including  interest,  fees and expenses
which the Borrower must pay.

THIRD.  Use. The Borrower agrees to use the amount of MXP  50,000,000.00  (fifty
million pesos 00/100 National  Currency) to pay the short-term debt it owes BBVA
Bancomer S.A., Multiple Banking Institution, Grupo Financiero BBVA Bancomer.

FOURTH.  Draw.  The Borrower  shall be able to draw the  additional  credit in a
single  installment  on the day  this  amendment  agreement  is  signed  without
exceeding the amount of additional credit.

The Borrower shall be able to draw the credit if and only if there are resources
available in the Lender's Treasury and this agreement,  if applicable,  shall be
certified by the public official designated for this purpose by the Lender.

FIFTH.  Timetable of repayments.  The Borrower agrees to pay the sum of the Debt
Amount within a period of four (4) years  counted from the date this  instrument
is signed in accordance with the following payment timetable:

-------------------------------------------------------------------------
           PAYMENT DATES                                 SUM
-------------------------------------------------------------------------

-------------------------------------------------------------------------
           April 30, 2004                           28,309,166.63
-------------------------------------------------------------------------
          October 31, 2004                          28,309,166.63
-------------------------------------------------------------------------
           April 30, 2005                           28,309,166.63
-------------------------------------------------------------------------
          October 31, 2005                          28,309,166.63
-------------------------------------------------------------------------
           April 30, 2006                           28,309,166.63
-------------------------------------------------------------------------
          October 31, 2006                          28,309,166.63
-------------------------------------------------------------------------
           April 30, 2007                           28,309,166.63
-------------------------------------------------------------------------
          October 31, 2007                          28,309,166.59
-------------------------------------------------------------------------

-------------------------------------------------------------------------
               TOTAL                              MXP 226,473,333.00
-------------------------------------------------------------------------

For the purposes of this  amendment  agreement,  the payments which the Borrower
makes  to the  Lender  shall  be  applied  to the  payment  of his  debts in the
following order:

i)    Legal expenses or collection, securities or other write-down items, if any

ii)   Value-added tax on Contractual Penalty, if incurred

iii)  Contractual Penalty, if incurred

iv)   Value-added tax on penalty interest, if incurred

v)    Penalty interest, if incurred

vi)   Value-added tax on ordinary interest

vii)  Ordinary Interest


                                       6
<PAGE>

viii) Past due capital if applicable

ix)   Present capital

The  Borrower  shall  make  the  payments  due the  Lender  on the  working  day
immediately  following each of the payment days, if any of these latter were not
working days.

SIXTH.  Interest. The Borrower shall pay the Lender ordinary interest as accrued
quarterly.  For this purpose the parties agree that the interest rate applicable
to the Debt Amount shall be determined by taking the financial  indicator of the
total liability over EBITDA (Earnings Before Interest,  Taxes,  Depreciation and
Amortization)  (hereinafter "total  liability"/EBITDA)  which is reported in the
financial  information  delivered  quarterly  by the  Borrower  to the Lender in
accordance with the table given below (hereinafter the "Fixed Interest Rate").

As a consequence thereof the parties agree the following:

For the Debt Amount the  Borrower  shall pay  interest on the unpaid  balance in
accordance with the following table:

--------------------------------------------------------------------------------
Total liability/EBITDA                                             Fixed
                                                                   Interest
                                                                   Rate
--------------------------------------------------------------------------------
Greater than or equal to 5.20                                      11.55%
--------------------------------------------------------------------------------
Greater than 4.50 but less than 5.20                               11.30%
--------------------------------------------------------------------------------
Greater than 3.50 but less than or equal to 4.50                   11.05%
--------------------------------------------------------------------------------
Greater than 3.00 but less than or equal to 3.50                   10.80%
--------------------------------------------------------------------------------
Less than or equal to 3.00                                         10.30%
--------------------------------------------------------------------------------

The  applicable  interest  in  accordance  with  the  aforementioned   shall  be
determined by the Lender on the basis of the financial  information  supplied by
the Borrower  quarterly,  and shall as a consequence  be applicable for the next
quarterly period counted from the date the financial information was supplied.

The Borrower  expressly agrees that while this amendment  agreement is in force,
the  Fixed  Interest  Rate  with  respect  to all or  part of the  Debt  Amount,
whichever applies, shall cease to be applied under the following assumptions and
terms:

A) If the  parties  so  agree,  it  being  necessary  in this  case to sign  the
corresponding  amendment  agreement which will be part of the Credit  Agreement,
without requiring renewal of this instrument or of the Credit Agreement, and the
Variable Interest Rate shall then be applied (as defined later).

B) If the payments  which the Borrower  makes are not  sufficient to pay off the
amounts  corresponding  to accrued interest and repayments of capital which were
agreed upon.


                                       7
<PAGE>

The Borrower  shall then have a period of three (3) working days to rectify this
noncompliance.

If the noncompliance is not rectified with a period of three (3) working days as
cited above,  the interest rate  applicable  from this moment on with respect to
the Debt Amount shall be the Variable  Interest Rate (as defined later),  and if
the  noncompliance  continues  and until it is rectified,  the Variable  Penalty
Interest  Rate (as defined  later) shall be applied and the Fixed  Interest Rate
shall cease to be applied from this moment on without  detriment to the Lender's
right  to  prematurely   terminate  the  Credit  Agreement  and  this  amendment
agreement.

If the Borrower is late on the agreed-upon  repayments,  or any other obligation
for which he is responsible,  the Lender may apply a Fixed Penalty Interest Rate
equal to the sum which results from  multiplying the Fixed Interest Rate by two,
during the period of three (3) working days cited above, until  noncompliance is
rectified  (hereinafter  the Fixed  Penalty  Interest  Rate).  The Fixed Penalty
Interest  Rate  shall be  calculated  a) on any past due  balance  not paid in a
timely manner by the Borrower and b) on the amount of other economic obligations
for which the Borrower is responsible which are not capital or interest if these
were not paid per the terms of this amendment agreement.

C) If the Borrower makes advance payments on the Debt Amount, this shall be done
under the terms of the  Seventh  Clause of this  amendment  agreement.  Once the
Lender  receives  payment of the Contractual  Penalty (as defined  later),  with
respect to the amount of the  advance  payment,  the Fixed  Interest  Rate shall
continue to be applied to the unpaid balance of the Debt Amount, if it exists.

D)  If  the  Borrower  by  his  actions  provides  justification  for  premature
termination  as  established  in the  Credit  Agreement  or  issuing  from  this
amendment agreement, and the Lender demands payment of the unpaid balance of the
loan  (including  the Debt  Amount) in  accordance  with the  provisions  of the
Sixteenth  Clause of the Credit  Agreement,  the Variable  Penalty Interest Rate
will be applied until the unpaid balance of the loan (including the Debt Amount)
is settled.

If any of the  scenarios  indicated  in  sections  A), B), C) or D) above  takes
place,  the  Borrower  must  pay the  Lender  a  Contractual  Penalty.  The term
"Contractual Penalty" means the amount equal to the Replacement Cost (as defined
later) for the Lender  corresponding to a swap or operation of exchange of flows
of  fixed-variable   interest  rates  (hereinafter,   "Swap")  under  the  terms
established  hereafter.  This amount shall be  determined  by the Lender in good
faith and in  accordance  with the market  practices  in force,  the working day
after the  "Termination  Date".  The term  "Termination  Date" means the date on
which any of the scenarios cited in sections A), B), C) or D) above occurs.

For the purposes of  determining  the Swap  operation,  this would be equal to a
hypothetical  exchange in Mexican  pesos for a  theoretical  amount equal to the
Debt Amount to be paid or prepaid,  with the interest  payment dates in the Swap
being the same


                                       8
<PAGE>

ones  established in the Sixth Clause of this  amendment  agreement for the Debt
Amount. Assuming in addition that repayment dates and amounts applicable for the
Swap are equal to the  interest and  repayment  dates  established  in the Fifth
Clause of this agreement pending to begin as of the Termination  Date.  However,
in the  event  that any  partial  prepayment  of the Debt  Amount  is made,  the
repayment  amounts  applicable to the Swap will be the ones remaining after this
advance payment has been made per the stipulations of the Seventh Clause of this
amendment  agreement.   Under  this  Swap,  the  Lender  will  collect  interest
calculated at a Fixed Annual  Interest Rate equal to 8.30% and payable  interest
will be calculated at an annual Variable  Interest Rate equal to T.I.I.E.  [Tasa
de  Interes  Interbancaria  de  Equilibrio,  or  Mexican  Interbank  Equilibrium
Interest  Rate] (as defined  later).  The Swap  period will be the period  which
begins  on and  including  the  Termination  Date and ends on and  includes  the
Termination Date of the Agreement.

For the purposes of calculating the Contractual  Penalty,  in the event that the
T.I.I.E. rate no longer exists, the rate set by the Bank of Mexico to replace it
shall be applied or, if there is no replacement,  the parties shall agree on the
new applicable interest rate; with the understanding that if an agreement is not
reached with respect to the  replacement  rate,  the CETES  [Certificados  de la
Tesoreria de la Federacion,  or Mexican Treasury Bill] rate or the CPP [Costo de
Captacion a Plazo de Pasivos, or Cost of Taking Term Deposits] rate cited in the
"Definitions"  section  included  later  in this  amendment  agreement  shall be
applied.

In all the scenarios cited above, the Lender shall give written  notification to
the  Borrower as to the amount of the  Contractual  Penalty.  The payment of the
Contractual  Penalty  shall be made on the working day  following  the date that
notification of the amount of the  Contractual  Penalty has been received by the
Borrower.

If,  from the moment  application  of the  Variable  Interest  Rate begins to be
applied, the Borrower falls behind on payment of the agreed-upon repayments,  or
on payment of any other  obligation  for which he is  responsible in relation to
the Debt Amount,  this  amendment  agreement  and/or the Credit  Agreement,  the
Lender shall apply the Variable Penalty Interest Rate.

The parties  agree that all the  interest  rates agreed upon shall be applied on
the basis of 360 days per year and for the days which have  actually  elapsed in
the period for which interest is calculated.

Definitions:

For the purposes of the definition of Contractual Penalty, the term "Replacement
Value" means the amount  which the Lender  determines,  in good faith,  based on
market quotations of institutions actively participating in the relevant market,
to be the cost or profit which the Lender would pay or receive  respectively  to
replace the economic effect of the  outstanding  payments which he would receive
from the Borrower if the Debt Amount or part thereof were not to be paid or were
paid in advance.


                                       9
<PAGE>

"Variable  Interest  Rate" means the quarterly  interest rate  applicable to the
Debt Amount  which is  determined  (i) at the  beginning of the period for which
interest  is  computed  and  updated  quarterly  and (ii)  using  the  financial
indicator  of  total  liabilities/EBITDA  which  is  reported  in the  financial
information  supplied quarterly by the Borrower to the Lender in accordance with
the following table:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
              Total liability/EBITDA                               Variable Interest Rate
--------------------------------------------------------------------------------------------------
<S>                                                          <C>
 Greater than or equal to 5.20                               T.I.E.E plus 3.25 percentage points
--------------------------------------------------------------------------------------------------
 Greater than 4.50 but less than 5.20                        T.I.E.E plus 3.00 percentage points
--------------------------------------------------------------------------------------------------
 Greater than 3.50 but less than or equal to 4.50            T.I.E.E plus 2.75 percentage points
--------------------------------------------------------------------------------------------------
 Greater than 3.00 but less than or equal to 3.50            T.I.E.E plus 2.50 percentage points
--------------------------------------------------------------------------------------------------
 Less than or equal to 3.00                                  T.I.E.E plus 2.00 percentage points
--------------------------------------------------------------------------------------------------
</TABLE>

The  applicable  interest  in  accordance  with  the  aforementioned   shall  be
determined by the Lender on the basis of the financial  information  supplied by
the Borrower  quarterly  and as a consequence  shall be applicable  for the next
quarterly period counted from the date the financial information was supplied.

"T.I.I.E." means the 28-day Mexican Interbank Equilibrium Interest Rate which is
published  every  day by the  Bank of  Mexico  in the  Official  Gazette  of the
Federation  on the first day of each  period  for  which  the  interest  rate is
determined and for the purposes of its calculation the 28-day T.I.I.E.  shall be
equivalent to periods of thirty (30) days. If this rate is not  published,  then
the  reference  rate shall be the one published on the date  immediately  before
that and so on in  succession  and till the  twenty-second  day of this interest
calculation period.

The parties agree that the applicable Variable Penalty Interest Rate if required
shall be the result of  multiplying  the Variable  Interest Rate by two (2). The
Variable  Penalty  Interest  Rate shall be calculated a) on any past due balance
not  paid in a timely  manner  by the  Borrower  and b) on the  amount  of other
economic obligations for which the Borrower is responsible which are not capital
or interest if these were not paid per the terms of this amendment agreement.

The parties  agree that only for the purposes of the Variable  Interest Rate and
the Variable  Penalty  Interest Rate and not for the purpose of calculating  the
Contractual Penalty, if the T.I.I.E.  rate is no longer in existence at the time
interest is calculated in accordance with the table which shows the relationship
total  liability/EBITDA  and  Variable  Interest  Rate (the  "Variable  Interest
Table"), or its value is not known, then the replacement  reference rate will be
the Mexican Treasury Bill rate (CETES);  the percentage  points which correspond
thereto shall be added to this  reference  rate in accordance  with the Variable
Interest Table, thus determining the replacement interest rate.

In the event that the  T.I.I.E.  and CETES  rates no longer  exist,  or if their
value  is not  known  at  the  time  interest  is  being  calculated,  then  the
replacement  reference rate shall be the Cost of Taking Term Deposits  (C.C.P.);
added to this reference rate shall be the


                                       10
<PAGE>

percentage  points  which  correspond  thereto in  accordance  with the Variable
Interest  Table,  and  that  is how  the  replacement  interest  rate  shall  be
determined.

CETES  means the 28-day  Mexican  Treasury  Bill rate  published  by the Bank of
Mexico  through the Official  Gazette of the  Federation on the most recent date
before  the  initial  date  of  each  period  for  which  the  interest  rate is
determined.

The Cost of Taking Term Deposits (C.C.P.) means the cost of taking term deposits
in national  currency with a term of 30 days which the Bank of Mexico decides is
representative of the entire group of Multiple Banking Institutions and which it
publishes in the  Official  Gazette of the  Federation  on the first day of each
period for which the rate is determined.

SEVENTH.  Advance  payment.  The  parties  agree to amend the 14th clause of the
Credit Agreement to read as follows:

      "If the Borrower is current on his payment  obligations  he can make total
      or  partial  advance  payments  on the  unpaid  balance  as long as  these
      payments are made on the dates for which  interest falls due. The Borrower
      agrees to give written notification to the Lender 30 days beforehand as to
      the amount of the advance payment he is going to make.

      These advance payments shall be applied to the unpaid balance, by reducing
      the  repayments  yet to be  made  in a  manner  proportional  (this  being
      understood as retaining the original proportion between the amount of each
      repayment  with  respect  to  the  Debt  Amount)  to  the  amounts  of the
      repayments  established in the Fifth Clause of this  amendment  agreement,
      thereby  modifying the amount of each  repayment  beginning on the date of
      the advance payment concerned.

      Without detriment to the aforementioned, the Borrower shall pay the Lender
      the  Contractual  Penalty  vis-a-vis the amount which  corresponds  to the
      advance  payment and additional  costs which may be incurred as the result
      of having to change the Fixed  Interest  Rate,  or by any other  cause set
      forth in the Sixth Clause of this amendment agreement."

EIGHTH. Termination.  The parties agree to modify the ninth clause of the Credit
Agreement relating to the termination, to indicate as a new termination date for
the Credit Agreement and this amendment agreement the 31st (thirty first) day of
October 2007 (two thousand and seven) (the "Termination Date of the Agreement").

NINTH.  Promissory  note.  In order to document the sum of the Debt Amount,  the
Borrower  shall  obtain and  prepare in the name of the Lender a new  promissory
note to replace those signed previously to document the amount of the Credit and
the Amendment Agreements and Debt Recognition cited in the background section of
this instrument,  as well as the extension of credit contained in this amendment
agreement.  The  due  date  of the new  promissory  note  cannot  be  after  the
termination date of this


                                       11
<PAGE>

instrument and shall include the requirements, terms and conditions cited in the
General Act on Negotiable Instruments.

TENTH.  Affirmative  and  negative  covenants.  The  parties  agree to amend the
Fifteenth Clause of the Credit Agreement in background  section one and to amend
subsection e) and add a section j) of Roman numeral one to read as follows:

I - Affirmative covenants

e) To be complied  with  during the period the Credit  Agreement  and  amendment
agreements are in force, with the following financial indicators,  which will be
calculated based on the consolidated financial information of the Borrower:

- maximum total liabilities/stockholders' equity of 0.65 (zero point sixty-five)

-  maximum  total   liabilities/EBITDA   (Earnings   Before   Interest,   Taxes,
Depreciation, and Amortization) in accordance with the following:

For the September and December 2003 quarters, a maximum of 4.00 (four point zero
zero).

Beginning in 2004, a maximum of 3.00 (three point zero zero).

This  financial  indicator  shall be  calculated  taking the last 12 months as a
reference.

- A minimum tangible  capital of  MXP75,000,000.00  (seventy-five  million pesos
00/100 National  Currency) for 2002. For subsequent  years the minimum  tangible
capital  shall be the minimum  tangible  capital of the prior fiscal period plus
30% (thirty percent) of the earnings of the financial period underway.  Tangible
capital  shall  mean  stockholders'  equity  minus  deferred  taxes,   guarantee
deposits, advance payments, investment in subsidiaries, accounts receivable from
affiliates and subsidiaries, and deferred charges and intangible assets.

- A minimum debt  coverage of 1.50 (one point fifty).  Debt Coverage  shall mean
Earnings before Interest,  Taxes,  Depreciation and Amortization over the sum of
the circulating part of the long-term bank debt plus financial expenses.

j) The Borrower  agrees that the  subsidiary  companies  of the Borrower  become
jointly   responsible  with  respect  to  the  Credit  Agreement  and  amendment
agreements when these companies  represent an EBITDA  (Earnings Before Interest,
Taxes,  Depreciation,  and  Amortization)  equivalent  at least  to 90%  (ninety
percent) in the Borrower's consolidated accounting.

k) The Borrower  agrees to give the Lender,  within a period not to exceed sixty
days after the closure of each one of the months of March,  June,  September and
December,  and while this loan is in force,  a letter  signed by the  Borrower's
Finance in which he certifies that the companies  which  guarantee this loan and
represent  an  EBITDA  (Earnings  Before  Interest,  Taxes,  Depreciation,   and
Amortization) equivalent at least to ninety percent


                                       12
<PAGE>

(90%) in the Borrower's  consolidated  accounting.  In this  certification,  the
EBITDAs  of the  cited  companies  must be broken  down in a clear  and  concise
manner.

l) The  co-debtors  agree  to  supply  the  Lender  with the  audited  financial
statements within one hundred and twenty days after closure of the fiscal period
corresponding  thereto and internal  statements  every quarter within sixty days
after closure of the quarter.

ELEVENTH.  The Borrower  and the Loan  Guarantors  shall  endorse and extend the
Security Guarantee which is made out to the Lender in a particular,  express and
distinct  fashion  under  the  terms of the  Amendment  Agreements  cited in the
background  section of this agreement,  and consequently shall guarantee all the
obligations of this Borrower for which he has contracted with the Lender,  until
the Debt Amount has been settled in its entirety.

TWELFTH.  Commission.  The Borrower  agrees to pay the Lender,  on the date this
Amendment  Agreement is signed,  a commission for amending the Credit  Agreement
indicated in the background section one of this instrument,  to be equivalent to
1.00% (one point zero zero percent) of the amount of the Additional Credit.

THIRTEENTH.  Non-renewal. Signature of this Amendment Agreement shall not entail
renewal of the Credit  Agreement  and its  Amendment  Agreements as cited in the
background  section of this instrument and therefore  unless there is an express
amendment to this end, the other terms,  conditions and obligations shall retain
all their legal force and tenor.

FOURTEENTH.  Account statements. Per the terms of article sixty eight of the Law
of Credit  Institutions,  this  amendment  agreement  together  with the account
statement certified by the Accountant empowered to do so by the Lender, shall be
considered  an  executive  instrument  without  the need for  authentication  by
signature or any other requirement.

FIFTEENTH. Additional Costs. If during the period this amendment agreement is in
force,  the competent  authorities  issue legal  provisions of a general  nature
applicable  to this type of  amendment  agreement  entailing  an increase in the
costs of the loan,  the Lender  shall give written  notification  thereof to the
Borrower so that within a period of thirty  days  counting  from the date of the
notification,  the parties can negotiate the corresponding  payment to cover the
costs which result from application of these  provisions or requirements  during
the time they are in force per the terms of paragraph  four of number  M.21.2 of
Circular  2019/95 of the Bank of Mexico,  the text of which is given here: "With
regard to  credits  whose cost for the  lending  institution  comprises  in part
commissions   which  a  third  party  charges  this   institution  and  are  not
acknowledged by the latter at the time the credit instrument is given, or on the
other hand modified by that third party himself afterwards, the institutions can
agree  with  their  Borrower  that  the  latter  will  pay the  amount  of these
commissions.


                                       13
<PAGE>

SIXTEENTH.  Fee for noncompliance.  The Borrower shall report in a timely manner
to the  Lender  any  possible  noncompliance  when the  Borrower  himself  knows
beforehand  that he will  not be able to  comply  in a  timely  manner  with his
affirmative  and  negative  covenants,  for  which  reason  he  must  ask for an
extension  so that he may comply with them.  In this event he must  indicate the
causes of these failures to comply, the actions and time he will take to rectify
them,  with the  understanding  that the Lender  reserves the right to grant the
Borrower the aforementioned extension.

If the Lender  becomes  aware of some  noncompliance  with the  affirmative  and
negative  covenants,  he shall  give  notice  thereof  to the  Borrower  for the
purposes  of  obtaining   information  on  the  causes  of  these  instances  of
noncompliance,  and the  actions and time the latter is going to take to rectify
them.

In both  scenarios,  if there is  noncompliance  with any of his  affirmative or
negative  covenants  set  forth  in  the  Credit  Agreement  and  its  amendment
agreements,  the  Borrower  shall  authorize  the  Lender to charge a fee of USD
$18,000.00  (eighteen thousand dollars in legal currency of the United States of
America 00/100).

Without  detriment to the above, the Lender reserves the right to terminate this
agreement prematurely in the case of noncompliance.

SEVENTEENTH.   Consent.   DESARROLLOS  EMPRESARIALES,   S.A.  DE  C.V.,  ENLACES
TRONCALES, S.A. DE C.V., GRC PUBLICIDAD,  S.A. DE C.V., GRC MEDIOS, S.A. DE C.V.
AND PROMO RED, S.A. DE C.V. give their express consent with  acknowledgement  of
indebtedness by this  instrument,  agreeing to be jointly  responsible  with the
Borrower to the Lender under the terms of articles nineteen hundred eighty seven
and  nineteen  hundred  eighty  eight of the Civil Code in force for the Federal
District.

EIGHTEENTH.  Fees, charges and expenses.  The fees, charges and other reasonable
expenses  incurred by virtue of signing this instrument,  having a Notary Public
certify this amendment  agreement,  registering it in the  corresponding  Public
Registry of Property  and Trade,  and ensuring  that the document is  officially
stamped,  shall be paid by the Borrower, who agrees to pay them at the time this
instrument is signed.

NINETEENTH.  Jurisdiction.  For all matters relating to the  interpretation  of,
compliance with and execution of this amendment agreement,  the parties agree to
submit to the  jurisdiction  of the Courts of the  Federal  District,  expressly
waiving  the right to any  jurisdiction  to which they could  have  recourse  by
reason of any legal address which they have now or may have in future.

Signed in three  copies in Mexico  City,  Federal  District  on the third day of
December two thousand and three.


                                       14
<PAGE>

                                   The Lender
                                   ----------
                            SCOTIABANK INVERLAT, S.A.
                          MULTIPLE BANKING INSTITUTION
                       SCOTIABANK INVERLAT FINANCIAL GROUP

                            /s/ Alvaro Ayala Margain
                            ------------------------
                            Mr. Alvaro Ayala Margain

                                  The Borrower
                                  ------------
                        Grupo Radio Centro, S.A. de C.V.

 /s/ Jose Manuel Aguirre Gomez              /s/ Ana Maria Aguirre Gomez
 -----------------------------              ---------------------------
 Mr. Jose Manuel Aguirre Gomez              Ms. Ana Maria Aguirre Gomez

/s/ Carlos de Jesus Aguirre Gomez           /s/ Francisco de Jesus Aguirre Gomez
---------------------------------           ------------------------------------
Mr. Carlos de Jesus Aguirre Gomez           Mr. Francisco de Jesus Aguirre Gomez

                        "The Guarantors" and "Co-Debtors"
                        ---------------------------------
                     DESARROLLOS EMPRESARIALES, S.A. DE C.V.
                         ENLACES TRONCALES, S.A. DE C.V.
                          GRC PUBLICIDAD, S.A. DE C.V.
                          GRC MEDIOS, S.A. DE C.V. AND
                             PROMO RED, S.A. DE C.V.

/s/ Jose Manuel Aguirre Gomez                  /s/ Ana Maria Aguirre Gomez
-----------------------------                  ---------------------------
Mr. Jose Manuel Aguirre Gomez                  Ms. Ana Maria Aguirre Gomez

/s/ Carlos de Jesus Aguirre Gomez              /s/ Francisco de Jesus Aguirre
---------------------------------              ------------------------------
Mr. Carlos de Jesus Aguirre Gomez              Mr. Francisco de Jesus Aguirre

                                    WITNESSES

/s/  Marcela Castillo Nogueron                 /s/  Efrain de Tuya Graciano
---  -------------------------                 ---  -----------------------
Ms. Marcela Castillo Nogueron                  Mr. Efrain de Tuya Graciano


                                       15
<PAGE>

ACT NO.  45432--------------------------.  In Mexico City, Federal District,  on
the fourth day of the month of December of the year two thousand  and three,  I,
Maria Esther Garcia  Alvarez,  Notary  Public no. four of the Federal  District,
bear witness that:

FIRST.  Appearing  before  me  are  Messrs.  Mr.  Alvaro  Ayala  Margain,  Esq.,
representing  SCOTIABANK INVERLAT  CORPORATION,  A MULTIPLE BANKING INSTITUTION,
SCOTIABANK  INVERLAT  FINANCIAL GROUP, in its capacity as Lender;  Messrs.  Jose
Manuel Aguirre Gomez, Carlos de Jesus Aguirre Gomez, Ana Maria Aguirre Gomez and
Francisco de Jesus  Aguirre Gomez of the GRUPO RADIO  CENTRO,  VARIABLE  CAPITAL
CORPORATION, in its capacity as Borrower; as well as Messrs. Jose Manuel Aguirre
Gomez,  Carlos de Jesus Aguirre Gomez,  Ana Maria Aguirre Gomez and Francisco de
Jesus Aguirre Gomez representing the companies DESARROLLOS  EMPRESARIALES,  S.A.
DE C.V.,  ENLACES  TRONCALES,  S.A. DE C.V., GRC  PUBLICIDAD,  S.A. DE C.V., GRC
MEDIOS, S.A. DE C.V. AND PROMO RED, VARIABLE CAPITAL CORPORATION for the purpose
of ratifying  in each and every one of its parts the  contents of the  amendment
agreement foregoing to this instrument.

SECOND.  The parties  state before me, the Notary  Public,  that the text of the
amendment  agreement  is the  actual  expression  of  their  will  and  that the
signatures  appearing at the bottom are their  authentic  signatures  written in
their  own hand and are the same  they use on all acts and  documents  and state
under oath that they are  telling  the whole truth and nothing but the truth and
there has been nor do they  expect to be any  restraint  action that would limit
their  abilities  to do so, a  statement  which they make under  oath,  evidence
thereof being given with their signature of this act with me and in my presence.

THIRD. The legal  representative of SCOTIABANK  INVERLAT  CORPORATION,  MULTIPLE
BANKING  INSTITUTION,  SCOTIABANK INVERLAT FINANCIAL GROUP,  provided me with no
identification, as I know him personally to be legally empowered to act herein.

FOURTH. The other parties appearing have provided proof of their identification,
photocopies of which are attached to the copy of this  instrument  which will be
placed on public  record under my  responsibility,  and in my judgment  they are
also legally empowered to act herein.

FIFTH.   That  I  myself  duly   authenticated  the  legal  status  and  general
information, which are reproduced and attached hereto.

SIXTH.  That those  acting as  representatives  state  under oath that the legal
powers conferred upon them have not been revoked, modified or limited in any way
as of this date. IN WITNESS  WHEREOF.  In Mexico City,  Federal  District on the
..........th day of the month of ........... of the year two thousand and three.


                                       16
<PAGE>

                                   The Lender
                                   ----------
                            SCOTIABANK INVERLAT, S.A.
                          MULTIPLE BANKING INSTITUTION
                       SCOTIABANK INVERLAT FINANCIAL GROUP

                            /s/ Alvaro Ayala Margain
                            ------------------------
                            Mr. Alvaro Ayala Margain

                                  The Borrower
                                  ------------
                        Grupo Radio Centro, S.A. de C.V.

/s/ Jose Manuel Aguirre Gomez               /s/ Ana Maria Aguirre Gomez
-----------------------------               ---------------------------
Mr. Jose Manuel Aguirre Gomez               Ms. Ana Maria Aguirre Gomez

/s/ Carlos de Jesus Aguirre Gomez           /s/ Francisco de Jesus Aguirre Gomez
---------------------------------           ------------------------------------
Mr. Carlos de Jesus Aguirre Gomez           Mr. Francisco de Jesus Aguirre Gomez


                                       17
<PAGE>

                         "THE GUARANTORS AND CO-DEBTORS"
                     DESARROLLOS EMPRESARIALES, S.A. DE C.V.
                         ENLACES TRONCALES, S.A. DE C.V.
                          GRC PUBLICIDAD, S.A. DE C.V.
                          GRC MEDIOS, S.A. DE C.V. AND
                             PROMO RED, S.A. DE C.V.

/s/ Jose Manuel Aguirre Gomez               /s/ Ana Maria Aguirre Gomez
-----------------------------               ---------------------------
Mr. Jose Manuel Aguirre Gomez               Ms. Ana Maria Aguirre Gomez

/s/ Carlos de Jesus Aguirre Gomez           /s/ Francisco de Jesus Aguirre Gomez
---------------------------------           ------------------------------------
Mr. Carlos de Jesus Aguirre Gomez           Mr. Francisco de Jesus Aguirre Gomez

                                    WITNESSES

/s/ Marcela Castillo Nogueron               /s/ Efrain de Tuya Graciano
-----------------------------               ---------------------------
Ms. Marcela Castillo Nogueron               Mr. Efrain de Tuya Graciano


                                       18
<PAGE>

                                    APPENDIX
                      LEGAL STATUS AND GENERAL INFORMATION

SCOTIABANK  INVERLAT  CORPORATION,  MULTIPLE  BANKING  INSTITUTION,   SCOTIABANK
INVERLAT  FINANCIAL  GROUP,  is an institution  formed under Mexican law, as set
down in record no.  three  hundred and ten dated  January  thirtieth of the year
nineteen hundred and thirty four, certified by Notary Public number seven of the
City of Chihuahua,  Chihuahua,  Jose Mena Castillo;  the first copy of this deed
was  registered on the  twenty-fourth  of May of the year  nineteen  hundred and
thirty  four under  number  forty  two,  in folios  two  hundred  eighty two and
subsequent  of book  seventeen  of the  Trade  Section  of the  Public  Property
Register of the District of Morelos Chihuahua,  with the name of Banco Comercial
Mexicano [Mexican Commercial Bank].

The  company  has  changed  a number  of times,  as shown in deed  number  three
thousand two hundred and fifty four,  dated December second of the year nineteen
hundred and ninety four,  certified by Ana Patricia  Bandala  Tolantino,  Notary
number  one  hundred  and  ninety  five  of  the  Federal  District,  the  first
authenticated  copy of  which  was  recorded  in the  Public  Commerce  Trade of
Chihuahua,  State of  Chihuahua  under  number  two  thousand  two  hundred  and
twenty-one,  folios ninety-one,  book number six hundred and sixty-six,  on June
first of the year nineteen  hundred and  ninety-five  and in the Public Commerce
Trade  Register of the Federal  District in mercantile  folio number one hundred
and ninety eight thousand eight hundred and sixty seven,  on June seventh of the
year nineteen  hundred and ninety five,  where the minutes of the  Extraordinary
General  Assembly of  Stockholders  were put on public record and in which among
other  things  resolutions  were  passed to change  the name to Banco  Inverlat,
Sociedad Anonima,  Institucion de Banca Multiple,  Grupo Financiero Inverlat and
to change  their legal  address  from the City of  Chihuahua in the state of the
same name to Mexico City,  Federal  District,  amending to this end articles one
and five of their bylaws.

In record number twenty three thousand three hundred and ninety five, on January
twelfth of the year two thousand and one, Notary Ana Patricia Bandala  Tolentino
certified and registered in the Public Trade Register of the Federal District in
mercantile  folio number one hundred and ninety eight thousand eight hundred and
seventy  seven dated the thirty  first of January of the year two  thousand  and
one, the minutes of the Ordinary,  Extraordinary and Special General Assembly of
Stockholders  of  Inverlat  Bank  Corporation,   Multiple  Banking  Institution,
Inverlat  Financial Group in which its conversion into a subsidiary  company was
resolved and its bylaws were amended to change its name to Scotiabank  Inverlat,
Sociedad  Anonima,  Institucion de Banca Multiple,  Grupo Financiero  Scotiabank
Inverlat.

ALVARO AYALA  MARGAIN,  participating  in the signing of this agreement as legal
representative of Inverlat Bank, Sociedad Anomina, Multiple Banking Institution,
Inverlat Financial Group (now Scotiabank Inverlat Corporation,  Multiple Banking
Institution,  Scotiabank  Inverlat  Financial  Group)  provided  evidence of his
identity and legal powers conferred for this act per record number 128,195 dated
November 3, 2003


                                       19
<PAGE>

(November third two thousand and three),  certified by Homero Diaz Rodriguez and
Ricardo  Cuevas  Miguel  registered  with the  college of Notary  Publics  under
numbers fifty four and two hundred ten of the Federal District.  In terms of his
general  information,  he states  that he is Mexican by birth,  originally  from
Mexico City Federal  District,  born on January 21,  nineteen  hundred  seventy,
single, employed and domiciled in Bosque de Ciruelos 120 1st Floor, Development,
Bosques de las Lomas, 11700, Mexico, Federal District, current on his income tax
payments,  and  likewise the party he  represents,  without  providing  evidence
thereof, stating that the power of attorney of which proof was submitted has not
to date been revoked, modified or limited in any way;

GRUPO  RADIOCENTRO  Sociedad  Anonima  de  Capital  Variable  [Variable  Capital
Corporation].  In deed number one hundred  and five  thousand  and one dated the
twenty-first of June of the year nineteen hundred and ninety nine,  certified by
Ignacio R. Morales Lechuga,  Notary Public number one hundred and sixteen of the
Federal  District,  duly registered in the Public Trade Register in folio 20694,
record was made of the legal power and  appointment  of the members of the Board
of Operations  with the related  companies of Grupo Radio Centro,  S.A. de C.V.;
this deed certified the incorporation and legal existence of the company and the
following  resolutions were made, among others: that powers of attorney would be
granted to Messrs.  Francisco  Aguirre Gomez,  Maria Esther  Aguirre Gomez,  Ana
Maria Aguirre  Gomez,  Francisco de Jesus Aguirre  Gomez,  Carlos Aguirre Gomez,
Rafael Aguirre Gomez and Jose Manuel  Aguirre Gomez for the  following:  acts of
ownership, and drawing, issuing,  granting,  signing,  guaranteeing,  accepting,
endorsing and  negotiating  credit  instruments,  with the limitation that there
needed to be four of these attorneys-in-fact acting together.

DESARROLLOS  EMPRESARIALES,  Sociedad  Anonima  de  Capital  Variable  [Variable
Capital Corporation].  In deed number one hundred and six thousand seven hundred
and twenty nine dated the third of January of the year two  thousand,  certified
by Ignacio R. Morales  Lechuga,  Notary Public number one hundred and sixteen of
the Federal  District,  duly  registered  in the Public Trade  Register in folio
number 135677, the company's  resolution to revoke and confer powers of attorney
was put on record. In this same instrument the incorporation and legal existence
of the  company  was  certified  and the  following  agreements  were made among
others:  that power of attorney  would be granted to Messrs.  Francisco  Aguirre
Gomez,  Maria Esther Aguirre Gomez, Ana Maria Aguirre Gomez,  Francisco de Jesus
Aguirre  Gomez,  Carlos  Aguirre  Gomez,  Rafael  Aguirre  Gomez and Jose Manuel
Aguirre  Gomez,  for  the  following:  acts  of  ownership  and  signing  credit
instruments,   with  the   limitation   that   there   must  be  four  of  these
attorneys-in-fact acting together.

In deed number one hundred thirteen thousand one hundred and five dated December
11, 2001,  certified by Ignacio R. Morales Lechuga,  Notary Public number 116 of
the Federal  District,  duly  registered in the Public Trade  Register in record
number  134251,  135677 and  175926,  the minutes of the  Extraordinary  General
Assemblies of stockholders of the companies Desarrollos  Empresariales,  S.A. de
C.V., Industrial Telecentro,  S.A. de C.V. and Mensajes Digitales,  S.A. de C.V.
dated October first of the year two thousand and one were placed on record, with
the resolution that these companies would subsequently


                                       20
<PAGE>

be merged into one, to be called Desarrollos Empresariales,  S.A. de C.V., which
would be the merger company.

ENLACES  TRONCALES,  Sociedad  Anonima de  Capital  Variable  [Variable  Capital
Corporation]. In deed number ten thousand five hundred and fifty two dated March
fourth of the year  nineteen  hundred and ninety two,  certified  by Sara Cuevas
Villalobos,  Notary  Public  number  197  of the  Federal  District,  the  first
authenticated  copy of which was  incorporated  in the Public Trade  Register in
mercantile  folio number one hundred fifty eight thousand six hundred and eighty
two, Enlaces  Troncales SA de C.V. was incorporated with legal address in Mexico
City,  Federal  District,  with a term of 99 years,  its company object being to
install,  operate,  use,  import  and  export  all  sorts of  telecommunications
equipment and services, to offer public telecommunications services, outsourced,
licensed or authorized by the Secretary of Communications and Transport.

In deed number one hundred  thirty  thousand one hundred and four dated December
11, 2001,  certified by Ignacio R. Morales  Lechuga,  Notary  Public  number one
hundred  sixteen of the Federal  District,  duly  registered in the Public Trade
Register in folios 158682, 261313, 249590, 249589 and 249588, the minutes of the
Extraordinary   General  Assemblies  of  stockholders  of  the  companies  Palco
Deportivo.Com, SA de C.V., Palco Shop, S.A. de C.V., Palco Deportivo Multimedia,
SA de C.V. and Enlaces  Troncales,  SA de C.V.  were placed on record and it was
resolved that these  companies would  subsequently  merge into one, to be called
Enlaces Troncales, S.A. de C.V., which is the merged company.

GRC MEDIOS Sociedad Anonima de Capital Variable [Variable Capital  Corporation].
In deed number  110,540 dated April 2 of the year 2001,  certified by Ignacio R.
Morales Lechuga,  Notary Public number 116 of the Federal District,  the minutes
of the Extraordinary General Assembly of Stockholders dated March 19 of the year
2001 were  incorporated,  it being resolved among other things that: the company
To2 Mexico S.A. de C.V. would be split, to create GRC Medios S.A. de C.V.

In deed no.  110,541  dated  April 2 of the year 2001  certified  by  Ignacio R.
Morales Lechuga, Notary Public number 116 of the Federal District and registered
in the Public Trade  Register  with folio number 276685 under section 6433 dated
June 20, 2001, the  incorporation of GRC Medios,  Variable Capital  Corporation,
was incorporated with domicile in Mexico City, Federal District,  with a term of
99 years,  with company  object of  conducting  domestic  and foreign  publicity
operations by any means suitable to it, within and outside of Mexico, and having
the ability to make  guarantees and serve as co-debtors  for third  parties,  as
well as security for third parties. The Sole Administrator or Board of Directors
has the following legal powers: general power for legal actions and collections,
acts of  administration,  acts of  ownership,  and drawing,  issuing,  granting,
signing, guaranteeing,  accepting, endorsing and negotiating credit instruments,
to manage and obtain all sorts of financing,  credit and loans which the company
might require, with the ability to put up guarantees and serve as co-debtors for
third  parties  outside of the  company,  as well as put up  security  for third
parties.  In this same  instrument,  power of  attorney  was  granted to Messrs.
Francisco Aguirre Gomez, Maria Esther Aguirre Gomez,


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<PAGE>

Ana Maria Aguirre  Gomez,  Maria Adriana  Aguirre  Gomez,  Carlos Aguirre Gomez,
Rafael Aguirre Gomez and Jose Manuel  Aguirre Gomez for the  following:  general
power  for  acts  of  ownership,  and  drawing,  issuing,   granting,   signing,
guaranteeing,  accepting, endorsing and negotiating credit instruments, with the
limitation that there must be four of the attorneys-in-fact acting together. Mr.
Carlos  Aguirre  Gomez was granted  power of attorney for the  following:  legal
actions and  collections,  acts of  administration,  granting general or special
powers and revoking any thereof, and conferring,  delegating or substituting for
third parties in whole or in part any of the powers cited above.

GRC  PUBLICIDAD   Sociedad  Anonima  de  Capital  Variable   [Variable   Capital
Corporation]. In deed number 21,049 dated May 12, of the year 2000, certified by
Ana de Jesus Jimenez Montanez,  Notary Public number 46 of the Federal District,
registered in the Public Trade Register in mercantile  folio number 260591,  the
incorporation  of the company called "GRC Publicidad" S.A. de C.V. was placed on
record, with its bylaws,  domiciled in Mexico, Federal District,  with a term of
99 years,  and with the object of:  conducting  domestic  and foreign  publicity
operations  by any means  suitable to it,  commercially  representing  radio and
television  stations,   contracting  for  technicians,   artists  and  personnel
specialized in the work necessary to ensure the  development  and success of the
company's  object,  granting  guarantees  and  serving  as  co-debtor  for third
parties, as well as granting security for third parties, with a clause excluding
foreigners.   The  management  and   administration   of  the  company  are  the
responsibility of a Sole Administrator or Board of Directors made up of no fewer
than seven members and no more than eleven, in accordance with the resolution of
the ordinary General  Assembly of stockholders.  Powers of attorney were granted
to Messrs.  Francisco  Aguirre  Gomez,  Maria Esther  Aguirre  Gomez,  Ana Maria
Aguirre Gomez, Maria Adriana Aguirre Gomez, Carlos Aguirre Gomez, Rafael Aguirre
Gomez and Jose Manuel  Aguirre  Gomez for:  general power for acts of ownership,
with  the  understanding  that  any four of the  aforementioned  agents  parties
together  are needed to exercise  this power,  and power for  drawing,  issuing,
granting,  signing,  guaranteeing,  accepting,  endorsing and negotiating credit
instruments  in the  name  of  the  represented  party,  exercising  this  right
separately or together,  as well as the legal power to replace or delegate their
mandate.  Mr. Carlos  Aguirre  Gomez was granted power of attorney for:  general
power  for  legal  actions  and  collections,  receiving  payments,  and acts of
administration.

PROMO RED, Sociedad Anonima de Capital Variable [Variable Capital  Corporation].
In deed  number  140,784  dated May 22, of the year  1985,  certified  by Notary
Public  no.  122 of the  Federal  District,  Eugenio  Ibarrola  Santoyo,  in the
notarial books of Notary Public no. 31,  registered in the Public Trade Register
of the Federal  District,  on mercantile folio no. 82,945,  the incorporation of
the Variable Capital Corporation called Videas was placed on record, with a term
of 99 years,  domiciled  in the Federal  District,  with the  following  company
object, among others: developing, preparing and producing television programs of
any type as well as marketing, importing and exporting them.

In deed number 7082 dated July 13 of the year 1995,  certified by Notary  Public
no.  202 of the  Federal  District,  Juan  Jose del  Valle  Alvarado,  of Public
notary's office no. 5,


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<PAGE>

recorded in the Public Trade Register as above, in mercantile  folio no. 82,945,
the minutes of the  Extraordinary  General  Assembly of Stockholders on June 19,
1995 were placed on record, in which it was resolved among other things that the
name of the  company  would be  changed  to Promo  Red,  S.A.  de C.V.  and as a
consequence the first clause of the bylaws was amended.

In deed no.  21,030  dated  September  18 of the year 1995,  certified by Notary
Public no. 184 of the Federal  District,  Mario  Garciadiego  Gonzalez  Cos, the
minutes of the  Extraordinary  General  Assembly of Stockholders  dated July 11,
1995 were  placed on record,  in which it was  resolved  among  other  things to
change the company's object to the following: providing of all sorts of services
involving  accounting,   legal,  financial,   auditing,  personnel  contracting,
appointments,  collections,  personnel  training,  public relations,  computing,
sales  and any  other  activity  requiring  third  parties,  as  well as  expert
appraisal  and  consulting  in  relation  to the  activities  cited  above,  and
consequently clause four of the company bylaws was amended.

In deed no.  106,783  dated  January  18 of the year 2000,  certified  by Notary
Public 116 of the Federal  District,  Ignacio R. Morales Lechuga,  registered in
the Public Trade  Register on mercantile  folio number 82945,  dated February 3,
2000, the minutes of the Ordinary General Assembly of Stockholders of Promo Red,
S.A. de C.V., dated May 25, 1995,  wherein  resolutions were made in relation to
the  resignation,  appointment  and  ratification  of  members  of the  Board of
Directors,  ratification of the  commissioner and agreeing to the revocation and
granting of powers of attorney by "Promo Red", Variable Capital Corporation.

Power of attorney was given to Messrs.  Francisco  Aguirre  Gomez,  Maria Esther
Aguirre Gomez,  Ana Maria Aguirre  Gomez,  Maria Adriana  Aguirre Gomez,  Carlos
Aguirre  Gomez,  Rafael  Aguirre  Gomez and Jose  Manuel  Aguirre  Gomez for the
following:  general  power  for  acts of  ownership  and for  drawing,  issuing,
granting,  signing,  guaranteeing,  accepting,  endorsing and negotiating credit
instruments in the name of the represented party, with the limitation that there
must be four of the attorneys-in-fact acting together.

Mr. Carlos  Aguirre  Gomez was granted power of attorney for:  general power for
legal actions and collections, with special powers per article 2587 of the Civil
Code of the Federal District, general power for acts of administration,  as well
as conferring,  delegating or substituting in whole or in part for third parties
any of the powers cited above and to revoke  those he has granted,  delegated or
substituted, at any time.

In deed number  29,052,  dated  November  11, 2003,  certified by Notary  Public
Alberto T.  Sanchez  Colin,  Notary  Public no. 83 of the Federal  District,  an
amendment  to the  company  object and to clause Four of the bylaws of Promo Red
S.A.  de C.V.  was placed on  record,  establishing,  among  other  things,  the
possibility of granting  guarantees and become co-debtors for third parties,  as
well as putting up security for third parties.

In terms of  general  information,  the  companies'  attorneys-in-fact  state as
follows:


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<PAGE>

Jose Manuel Aguirre Gomez,  Mexican by birth,  originally  from Mexico City, the
Federal  District,  where he was born on December  ninth,  nineteen  hundred and
sixty one,  single,  businessman and domiciled at Av.  Constituyentes  No. 1154,
Col. Lomas Altas, C.P. 11950, in Mexico City, Federal District.

Carlos de Jesus  Aguirre  Gomez,  by birth,  originally  from Mexico  City,  the
Federal District, where he was born on February nineteenth, nineteen hundred and
fifty-five,  single,  businessman and domiciled at Av.  Constituyentes No. 1154,
Col. Lomas Altas, C.P. 11950, in Mexico City, Federal District.

Ana Maria Aguirre  Gomez,  Mexican by birth,  originally  from Mexico City,  the
Federal District, where she was born on November twentieth, nineteen hundred and
forty-three, married with separation of property, businesswoman and domiciled at
Av.  Constituyentes  No. 1154,  Col. Lomas Altas,  C.P.  11950,  in Mexico City,
Federal District.

Francisco de Jesus Aguirre Gomez, Mexican by birth, originally from Mexico City,
the Federal  District,  where he was born on October eighth nineteen hundred and
forty-one,  single,  businessman and domiciled at Av.  Constituyentes  No. 1154,
Col. Lomas Altas, C.P. 11950, in Mexico City, Federal District.

For their own general information, the Witnesses state the following:

Efrain de Tuya Graciano,  Mexican by birth, originally from Mexico City, Federal
District,  born on October 4, nineteen hundred and sixty-nine,  married,  a bank
official by profession,  with domicile at Boulevard  Manuel Avila Camacho number
one, floor 8, Colonia Lomas de Chapultepec,  Delegacion Miguel Hidalgo, zip code
eleven thousand nine, Federal District.

Marcela  Castillo  Nogueron,  Mexican  by  birth,  originally  from  Cuernavaca,
Morelos,  born on December fifth  nineteen  hundred and sixty five,  married,  a
lawyer and bank  official by  profession,  domiciled at  Boulevard  Manuel Avila
Camacho number one,  floor 8, Colonia Lomas de  Chapultepec,  Delegacion  Miguel
Hidalgo, zip code eleven thousand nine. Federal District.


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