Exhibit 4.10

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 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.


                                       1
<PAGE>

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.

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.

10. On December 3, 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 MXP176,  473, 33.00 (one hundred and seventy-six
million  four  hundred  seventy-three  thousand  thirty-three  pesos and  00/100
National Currency).  In addition,  the Borrower and the Loan Guarantors ratified
and  extended  the  Security  Guarantee  posted for the Lender,  and in the same
manner, the Co-Debtors ratified their obligations in favor of the Lender.

11. In the Amendment Agreement  described in the preceding,  the parties agreed,
among  other  points,   to  modify  the  payment  dates,   the  imports  of  the
corresponding  payments,  the  calculations  of interests and to modify  certain
affirmative and negative covenants.


                                       2
<PAGE>

                                   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 motion for recognition  initiated by Infored S.A.
de C.V. and Mr. Jose Elias  Gutierrez  Vivo  against  Grupo Radio Centro S.A. de
C.V. in the Seventh  District Court "B" in Civil matters of the Federal District
and the  Injunctions  initiated by both parties  against the  Resolution  of the
arbitrary  proceeding;  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,  all being
conducted  right now in the Civil Courts of this City, do not  adversely  affect
the legal  existence of its company,  or its capacity of payment of 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.

      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  MXP198,164,166.37  (one hundred and  ninety-eight  million one
hundred and  sixty-four  thousand  one hundred  and  sixty-six  pesos and 37/100
National Currency).

h) The party he represents  has requested  that the Lender modify the obligation
to maintain certain financial indicators.


                                       3
<PAGE>

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  motion  for
     recognition  initiated by Infored S.A. de C.V. and Mr. Jose Elias Gutierrez
     Vivo against Grupo Radio Centro S.A. de C.V. in the Seventh  District Court
     "B" in Civil matters of the Federal District and the Injunctions  initiated
     by both parties  against the  Resolution of the arbitrary  proceeding;  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, all being conducted right now
     in the  Civil  Courts  of this  City,  do not  adversely  affect  the legal
     existence of the  companies,  or their  capacity of payment 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.

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.


                                       4
<PAGE>

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 MXP198,164,166.37 (one hundred and ninety-eight million
one hundred and sixty-four  thousand one hundred and sixty-six  pesos and 37/100
National Currency).

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

SECOND.   Affirmative  and  negative  covenants.  The  parties  agree  to  amend
temporarily  the Fifteenth  Clause of the Credit  Agreement  cited in background
section  one and to amend  solely  and  exclusively  subsection  e) of the roman
numeral one, to amend the following terms:

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:

- a  maximum  total  liabilities/stockholders'  equity  from  June  29,  2004 to
December  31,  2004  of .80 and  from  January  1,  2005  of  0.65  (zero  point
sixty-five).

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

From June 29, 2004 until  December  31, 2004, a maximum of 5.00 (five point zero
zero).

From January 1, 2005 and on, a maximum of 3.00 (three point zero zero).

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

THIRD.  Condition.  The temporary amendment of the financial indicators in terms
of what was stipulated in the previous clause,  is subject to the condition that
the Borrower refrains from paying or in any way distributes the dividends, being
able to carry out said payments or distributions until the financial  indicators
are restored in terms of what was described  before and comply with the same for
three consecutive trimesters.

FOURTH.  Guarantees.  The Borrower and the Loan  Guarantor,  ratify 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,  as well as the present Agreement and,  consequently,
shall  guarantee  all of the  obligations  of this  Borrower  for  which  he has
contracted  with the  Lender,  until the Debt  Amount  has been  settled  in its
entirety.

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.

FIFTH.  Commission.  The  Borrower  agrees  to pay  the  Lender  within  the two
subsequent  days, on the date this Amendment  Agreement is signed,  a commission
for amending the Credit  Agreement  indicated in


                                       5
<PAGE>

the background  section one of this instrument,  for the amount of US$100,000.00
(one hundred thousand dollars in United States Currency), plus the corresponding
Aggregated Value Tax, by means of commission.

SIXTH.  Non-Novation.  Signature of this Amendment  Agreement  shall not imply a
novation 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.

SEVENTH. 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.

EIGHTH.  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.

NINTH.  Governing  Law and  Jurisdiction.  This  agreement  will be enforced and
interpreted  according to the Mexican  Code of Commerce,  the Civil Code for the
Federal District and the Law of Credit Institutions. 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 twenty-ninth day
of June two thousand and four.


                                       6
<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


                                       7
<PAGE>

ACT NO.  --------------------------.  In Mexico City,  Federal District,  on the
---- day of the month of -------- 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 four.


                                       8
<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


                                       9
<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


                                       10
<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  (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


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<PAGE>

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 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


                                       12
<PAGE>

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,  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


                                       13
<PAGE>

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,  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:

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, married,  businessman and


                                       14
<PAGE>

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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