**Exhibit
                3.5**




**AGREEMENT
      TO TERMINATE THE TRUST SIGNED BY AND BETWEEN THE FOLLOWING:MARÍA ESTHER
      AGUIRRE GÓMEZ, FRANCISCO DE JESÚS AGUIRRE GÓMEZ, ANA MARÍA AGUIRRE GÓMEZ, MARÍA
      ADRIANA AGUIRRE GÓMEZ, CARLOS DE JESÚS AGUIRRE GÓMEZ, RAFAEL FELIPE DE JESÚS
      AGUIRRE GÓMEZ, AND JOSE MANUEL AGUIRRE GÓMEZ IN THEIR CAPACITY AS TRUSTORS AND
      BENEFICIARIES, and IXE BANCO, S.A., A MULTIPLE BANKING INSTITUTION, IXE
      FINANCIAL GROUP, TRUSTS DIVISION, FOR THE ACCOUNT OF TRUST F/633, REPRESENTED
      BY
      THEIR DELEGATE TRUSTEE IDALIA MORALES LEVER, AND ASSISTED BY ARMANDO JORGE
      RIVERO LAING, CORPORATE LEGAL DIRECTOR, WHEREIN THE FOLLOWING BACKGROUND,
      REPRESENTATIONS AND CLAUSES ARE SET OUT:**


**B
          A C K G R O U N D**
  **FIRST.** That
            with
            public deed number 21,172 dated March 19, 1998 formalized by Notary Public
            Sara
            Cuevas Villalobos holding notarial license number 197 of the Federal
            District an
            irrevocable trust Agreement was placed on record, with the following
            appearing:
            Mrs. María Esther Aguirre Gómez as Trustor and Beneficiary A, Mr. Adrian Aguirre
            Gómez, María Elena Aguirre Gómez, and María Trinidad Aguirre Gómez in their
            capacity as Trustors and Beneficiaries B, and Bancomer, S.A., a Multiple
            Banking
            Institution, Financial Group, Trusts Office (now as their successor in
            interest
            BBVA Bancomer Servicios S.A., a Multiple Banking Institution, BBVA Bancomer
            Financial Group, Trusts Office) assigned registration number F/29307-6
            in their
            capacity as trustee (hereafter the Trustee) for the purpose of creating
            an
            administrative trust, the basic purpose of which was to retain the shares
            that
            the Trustors placed therein for the term of the trust or until released
            under
            those circumstances set out by the Agreement itself, or if the Technical
            Committee were to decide to sell them.
 
 **SECOND.-** on
            March
            31, 1998, the Trustors and the Trustee signed an Amended Agreement, amending
            clauses Four and Twenty-four.
 
 **THIRD.** On June
            3, 1998, the Trustors and the Trustee signed a SECOND amended
            agreement which amended the trust in its entirety, the participants in
            this
            second amended agreement being the following: Mrs. María Esther Tovar de Aguirre
            in her capacity as Trustor and Beneficiary A, Mrs. María Esther Aguirre Gómez,
            Francisco de Jesús Aguirre Gómez, Ana María Aguirre Gómez, María Guadalupe
            Aguirre Gómez, Adriana Aguirre Gómez, María Elena Aguirre Gómez, Carlos de Jesús
            Aguirre Gómez, Rafael Felipe de Jesús Aguirre Gómez, María Trinidad Aguirre
            Gómez and Jose Manuel Aguirre Gómez in their capacity as Trustors and
            Beneficiaries B.
 
 **FOURTH.** That
            at a
            session of the Technical Committee of the trust on May 24, 1999, among
            the other
            resolutions issued was a decision to amend the clauses of the trust and
            approve
            the donation described in the paragraph below.
  1







**FIFTH** .
        That on
        May 25, 1999 and by a donation authorized by the Technical Committee of the
        Trust, María Guadalupe, Adrian, María Elena and María Trinidad, all with the
        last name Aguirre Gómez, donated to María Esther Gómez Tovar de Aguirre, all the
        beneficiary rights corresponding to her in trust 29307-6. This was put on
        record
        in public deed number 104,830 of this date formalized by Notary Public Ignacio
        R. Morales Lechuga, notary number 116 of the Federal District, and by virtue
        of
        this donation the donors no longer had the capacity of Trustors and
        Beneficiaries B that they had prior to this date.
 
 **SIXTH.** At
        a
        session of the Technical Committee of the Trust held on April 5 of the year
        2000, it was agreed to authorize, among other things, the donation made by
        Mrs.
        María Esther Gómez Tovar de Aguirre of all the beneficiary rights corresponding
        to her, for the assets placed in trust, giving them to Mrs. María Esther,
        Francisco Jesús, Ana María, María Adriana, Carlos de Jesús, Rafael Felipe de
        Jesús and Jose Manuel, all with the last name Aguirre Gómez. This donation was
        formalized with public deed number 107,457 dated April 5 of that year, by
        the
        same notary as the previous ones. By virtue of this donation Mrs. María Esther
        Gómez Tovar de Aguirre ceased being a Trustor, Beneficiary A of the
        trust.
 
 **SEVENTH.** At
        a
        session of the Technical Committee of the trust held on May 26, 2000 it was
        agreed unanimously to amend the trust agreement to update it with regard
        to the
        parties participating therein, to reflect the donations described in the
        points
        above and to reflect compliance with obligations with regard to Adrian, María
        Elena, María Trinidad, and María Guadalupe, all with the last name of Aguirre
        Gómez, which to date have been fulfilled.
 
 **EIGHTH.**  On
        May
        26, 2000, the Trustors and Trustee signed a THIRD amended Agreement which
        amended the trust in its entirety.
 
 **NINTH.** On
        December 21, 2004, the Trustors and the Trustee signed a FOURTH amended
        Agreement which amended the contents of the following clauses of the trust:
        the
        Tenth, the Twelfth and the Sixteenth.
 
 **TENTH.** On
        June
        15, 2007, María Esther Aguirre Gómez, Francisco de Jesús Aguirre Gómez, Ana
        María Aguirre Gómez, María Adriana Aguirre Gómez, Carlos de Jesús Aguirre Gómez,
        Rafael Felipe de Jesús Aguirre Gómez, and Jose Manuel Aguirre Gómez, in their
        capacity as Trustors and Beneficiaries, BBVA Bancomer Servicios S.A., a Multiple
        Banking Institution, Financial Group BBVA Bancomer, Trusts Office as Replaced
        Trustee, and Ixe Banco S.A., a Multiple Banking Institution, the Ixe Financial
        Group, Trusts Division, as Replacing Trustee, signed a trustee replacement
        agreement with respect to the Trust by which Ixe Banco S.A., Multiple Banking
        Institution, the Ixe Financial Group, took on the duties of
        Trustee.
  2







**R
        E P R E S E N T A T I O N S**
  I.  The
        Trustors and Beneficiaries state the following:
 
 a)
              That
                  they have the necessary and sufficient powers to sign this
                  Agreement.
  b)
              That
                  the Trustee was asked via a letter of instruction dated June 18,
                  2007 to
                  terminate trust F/633, a copy of this letter being attached hereto
                  as**Annex
                  A.**
 
 That
        they
        are satisfied with each and every one of the operations that the Trustee
        carried
        out in compliance with the purposes of the trust as well as all legal actions
        that were carried out, expressly approving and confirming those operations
        and
        releasing the Trustee from any responsibility in that respect.
  c)
              Which
                  ratifies the instructions to the Trustee in the sense of extinguishing
                  the
                  trust agreement cited in recital clause one of this
                  agreement.
 
 II.  The
        Trustee states through its Representatives that:
 
 a)
              It
                  is a Credit Institution formed under the laws of Mexico and is
                  duly
                  empowered to carry out, among others, fiduciary operations per
                  the terms
                  of section XV of Article 46 of the Law of Credit
                  Institutions.
  b)
              Its
                  delegate trustee Idalia Morales Lever has the powers needed to
                  sign this
                  Agreement, proof of said powers being supplied with public deed
                  number
                  97,506 dated July 10, 2003, formalized by Cecilio Gonzalez Marquez,
                  Notary
                  Public no. 151 of the Federal District, duly recorded in the Public
                  Register of Trade of the Federal District on Commercial Folio no.
                  193,508
                  dated July 25, 2003 and Armando Jorge Rivero Laing also has the
                  powers
                  needed to sign this Agreement, proof of said powers being supplied
                  with
                  public deed number 7,320 dated October 31, 2000, formalized by
                  Mario
                  Evaristo Vivanco Paredes, Notary Public no. 67 of the Federal District,
                  duly recorded in the Public Register of Trade of the Federal District
                  on
                  Commercial Folio no. 193,508 dated November 22,
                  2000.
  c)
              That
                  these powers have not been revoked or modified in any
                  way.




3







**C
        L A U S E S**
 
 **FIRST** **.** The
        parties, in accordance with the stipulations of section 1 of Article 392
        of the
        General Law of Securities and Credit Operations, agree to terminate trust
        agreement F/633.
 
 **SECOND.** Upon
        signature of this agreement and by express instruction given herein by the
        Trustors and Beneficiaries, the Trustee shall transfer all the assets of
        the
        trust comprising 72,351,119 shares in Grupo Radio Centro, S.A. de C.V. to
        the
        stock exchange intermediary agreement number 651398 in the name of Ixe Banco
        S.A. Trust F/632, which shall be considered as being received in this
        act.
 
 The
        trustee for its part states that no fees are owing to it for administration
        of
        the trust or for any other reason.
 
 **THIRD.** As
        a
        consequence of the above, the trust F/633 is terminated in its entirety,
        with
        the Trustor conveying broadest discharge allowable in law to the activity
        of the
        trustee with regard to the trust at issue, thus releasing Ixe Banco S.A.
        Multiple Banking Institution, Ixe Financial Group, Trusts Division for the
        account of trust F/633, from any liability that may arise with regard to
        it or
        third parties as the result of disputes of a civil, commercial, labor, criminal,
        fiscal or any other nature, wherein the Trustors shall be obligated to carry
        out
        any measures with regard to the respective authorities to indemnify the trustee
        and hold it harmless from any dispute that may arise deriving from the trust
        being terminated in this act.
 
 **FOURTH.** Should
        any dispute arise in the interpretation or execution of this agreement, the
        parties agree to subject themselves to the jurisdiction of the courts and
        laws
        of Mexico City, Federal District, waiving their right to use the jurisdiction
        of
        any other court they may possibly be entitled to use by reason of present
        or
        future domicile.
 
 The
        clauses above were read to the parties, who acknowledge the legal scope thereof
        and the latter signed this instrument in Mexico City Federal District on
        June
        18, 2007.
 
 
 **TRUSTORS
        AND BENEFICIARIES:**
   /s/
                  María Esther Aguirre Gómez
              
              /s/
                  Francisco De Jesús Aguirre GómezMaría Esther Aguirre Gómez
              
              Francisco De Jesús Aguirre
                Gómez






4









/s/
                Ana María Aguirre Gómez
            
            /s/
                María Adriana Aguirre GómezAna María Aguirre Gómez
            
            María Adriana Aguirre Gómez/s/
                Carlos de Jesús Aguirre Gómez
            
            /s/
                Rafael Felipe de Jesús Aguirre GómezCarlos de Jesús Aguirre Gómez
            
            Rafael Felipe de Jesús Aguirre
              Gómez/s/
              José Manuel Aguirre GómezJosé Manuel Aguirre Gómez




**WITH
        THE APPEARANCE OF**


/s/
                José Luis Rodríguez Ibarra
              José
                Luis Rodríguez Ibarra




**TRUSTEE**
 **IXE
        BANCO S.A., MULTIPLE BANKING INSTITUTION,**
 **IXE
        FINANCIAL GROUP FOR THE ACCOUNT OF**
 **TRUST
        F/633**
  /s/
                  Idalia Morales Lever
              
              /s/
                  Armando Jorge Rivero LaingIdalia
                Morales Lever
              
              Armando
                  Jorge Rivero LaingDELEGATE
                  TRUSTEE
              
              LEGAL
                  DIRECTOR




This
        page
        belongs to the trust termination agreement dated June 18 of the year 2007
        signed
        between Ixe Banco S.A., Multiple Banking Institution, Ixe Financial Group
        Trusts
        Division, as trustee for the account of trust F/633 and María Esther Aguirre
        Gómez, Francisco de Jesús Aguirre Gómez, Ana María Aguirre Gómez, María Adriana
        Aguirre Gómez, Carlos de Jesús Aguirre Gómez, Rafael Felipe de Jesús Aguirre
        Gómez, and Jose Manuel Aguirre Gómez, in their capacity as Trustors and
        Beneficiaries, with the appearance of Mr. Jose Luis Rodríguez
        Ibarra.
 
 
 Ixe
        Financial Group