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                     INTERNATIONAL PROGRAM RIGHTS AGREEMENT


          This INTERNATIONAL PROGRAM RIGHTS AGREEMENT is entered into as of
October 2, 1996 by and between UNIVISION COMMUNICATIONS INC., a Delaware
corporation ("UCI" and other entities directly or indirectly controlled by UCI
including The Univision Network Limited Partnership being hereinafter referred
to collectively as "Univision"), Grupo Televisa, S.A. ("Televisa") and
Venevision International, Inc. ("Venevision").

          I.   GRANDFATHERED PROGRAMS.

          A.   The parties hereto agree that with respect to each Grandfathered
Program to which Univision has applicable rights (i) Univision shall own in the
United States and its territories and possessions, excluding Puerto Rico (the
"Univision Territory") in perpetuity all rights of every kind and nature,
including without limitation all television, theatrical motion picture, live
stage, merchandising, music, publication, sequel, remake, spin-off, ancillary
and subsidiary rights, in and to such Grandfathered Program and (ii) to the
extent Univision has acquired the applicable rights in each applicable
territory, Televisa shall own in Mexico (the "Televisa Territory"), Venevision
shall own in Venezuela (the "Venevision Territory"), and Televisa and Venevision
shall each own an undivided interest in 100% of the remainder of the world
outside the Univision Territory, Mexico and Venezuela (the "Remainder
Territory") in such respective percentages as Televisa and Venevision shall from
time to time designate in a joint notice to Univision, corresponding rights and
the copyrights, renewals and extensions of copyrights in all such Grandfathered
Programs for the period described in Section 1.2 below.  Without limiting the
generality of the foregoing, the holders of the respective rights described
above have the sole, exclusive and unencumbered right in their respective
Territories to distribute, cut, edit, telecast, exhibit, sell, use, license and
otherwise exploit each Grandfathered Program and all rights therein in any
medium, whether now known or hereafter devised, and in such manner and to the
extent, if at all, as the party(ies) holding such rights shall determine in its
sole discretion. Notwithstanding the foregoing, a remake, sequel, prequel,
spinoff or other derivative work (each, a "derivative work") based on a
Grandfathered Program, shall not be a Grandfathered Program hereunder unless
such derivative work, if produced by Univision, by its own terms falls within
the definition of a Grandfathered Program under this Agreement.  Univision,
Televisa and Venevision shall execute or cause to be executed such further
documents and instruments as any one thereof may reasonably request in order to
effectuate the terms and intentions of this Section 1.1.  Subject to Section 6,
Univision agrees to use commercially reasonable efforts to obtain the rights in
the Territories for all Grandfathered Programs and agrees to use good faith
efforts not to structure agreements with respect to Grandfathered Programs in a
manner intended to

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cause such rights not to be available.  The parties acknowledge that
Univision has no rights in Chile to the Program "Sabado Gigante."

          B.   1.   At such time as the Televisa Program License is terminated,
all rights in Grandfathered Programs granted to Televisa pursuant to paragraph
1.1 above, shall revert to Univision, and subject to Section 10, Televisa shall
have no further right to any Grandfathered Program under this Agreement.

               2.   At such time as the Venevision Program License Agreement is
terminated, all rights in Grandfathered Programs granted to Venevision pursuant
to paragraph 1.1 above, shall revert to Univision, and subject to Section 10,
Venevision shall have no further right to any Grandfathered Program under this
Agreement.

          II.  NEW PROGRAMS.

          A.  The parties hereto agree that with respect to each New Program to
which Univision has applicable rights (i) subject to clause (ii) below,
Univision shall own in perpetuity all worldwide rights of every kind and nature,
including without limitation all television, theatrical motion picture, live
stage, merchandising, music, publication, sequel, remake, spin-off, ancillary
and subsidiary rights, in and to such New Program and (ii) to the extent
Univision has acquired the applicable rights in each applicable territory, (x)
Televisa and Venevision shall have the sole, exclusive and unencumbered right to
Broadcast (as defined in the Program License Agreements) the New Program(s) in
their respective Territories and the right to cut and edit such New Program(s)
for such Broadcast and (y) Televisa and Venevision shall have merchandising
rights in such New Program(s) in their respective Territories.  Univision,
Televisa and Venevision shall execute or cause to be executed such further
documents and instruments as any one thereof may reasonably request in order to
effectuate the terms and intentions of this Section 2.1.  Subject to Section 6,
Univision agrees to use commercially reasonable efforts to obtain the rights in
the Territories for all New Programs and agrees to use good faith efforts not to
structure agreements with respect to New Programs in a manner intended to cause
such rights not to be available.

          B.   1.   At such time as Televisa and its Affiliates no longer own
the Required Amount, all rights in New Programs granted to Televisa pursuant to
Section 2.1 above, shall revert to Univision, and subject to Section 10,
Televisa shall have no further right to any New Program under this Agreement.

               2.   At such time as the Cisneros Brothers and their Affiliates
no longer own the Required Amount, all rights in New Programs granted to
Venevision pursuant to Section 2.1 above, shall revert to Univision, and subject
to Section 10, Venevision shall have no further right to any New Program under
this Agreement.

        III.   UNIVISION RIGHTS.   Univision and its Affiliates shall have
the right and ability to, and to permit others to: (i) transmit or
re-transmit in any electronic form

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or other means, from any television station in the United States, or via
satellite which receives its signal from any earth station or other facility
in the United States any Programs which may also be covered by this
Agreement, notwithstanding the fact that such transmissions or
re-transmissions may be viewed in Territories other than the Univision
Territory; provided that neither Univision nor its Affiliates consent to the
retransmission of such Programs by any television station in any Territory
other than the Univision Territory or by any cable system in any Territory
other than the Univision Territory that is located beyond 35 miles from the
community of license of any transmitting television station in the United
States transmitting the Programs (any such cable re-transmission within such
35 mile limit being hereby expressly permitted); and (ii) market and promote
and otherwise generate revenues (including, but not limited to, the sale of
advertising time) attributable to the ability of viewers in the Territories
other than the Univision Territory to receive such Programs.

          IV.  OTHER NETWORKS.  1.  If Univision forms any network (an "Other
Network") other than the Univision Network or the Galavision Network, subject to
the provisions of this Section 4 and Section 5(b) below, neither Televisa nor
Venevision shall have any rights in or to any program produced or acquired by
Univision for any Other Network in accordance with the terms of this Agreement.

               2.  Univision shall not be entitled to air any Grandfathered
Program, New Program or Designated Special, or any remake, sequel, prequel or
spinoff (as those terms are customarily defined in the television broadcast
industry) of any  Grandfathered Program, New Program or Designated Special on
any Other Network without the consent of Televisa and Venevision.

               3.   Univision shall not be entitled to air any program on the
Univision Network or the Galavision Network (i) that has previously been aired
on any Other Network and (ii) for which broadcast rights have been licensed by
Univision to a third party in either Mexico or Venezuela without the consent of
Televisa or Venevision, respectively.

          V.   RIGHTS OF FIRST NEGOTIATION AND OFFER.

               (a)  If Univision wishes to engage a third party distributor to
distribute Programs in which Univision has rights in any Territory other than in
the Univision Territory, Univision will first offer to Televisa and Venevision a
joint right of first negotiation to act as distributor for Univision in such
Territories.  If Televisa and Venevision wish to negotiate with Univision to act
as distributor to Univision, Univision, Televisa and Venevision will negotiate
in good faith for a period of 30 days to reach agreement on the terms of a
distribution arrangement.  If Univision, Televisa and Venevision cannot reach
agreement on the terms of a distribution arrangement within such 30 day period,
Univision shall be free to enter into a distribution arrangement with a third
party distributor on terms no less favorable to Univision than those offered by
Televisa and Venevision.

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               (b)  If Univision wishes to license any program not broadcast on
the Univision Network or the Galavision Network in Mexico or Venezuela,
Univision will first offer to Televisa and/or Venevision, as applicable, a right
of first offer to license such program in Mexico or Venezuela, as the case may
be.  Televisa and Venevision will have a period of 10 business days to make an
offer with respect to the license of such program.  If Univision does not wish
to accept such offer, Univision shall be free to license such program to a third
party for broadcast in Mexico or Venezuela on terms no less favorable to
Univision than those offered by Televisa or Venevision, as the case may be.

          VI.    COST OBLIGATIONS.  To the extent any costs are incurred or
payment or clearances are required with respect to the exploitation of any
Program in any the Remainder Territory, the Televisa Territory or the Venevision
Territory, including, but not limited to, residual or royalty obligations and
participations, the party or parties having the rights to exploit such Program
in such Territory shall be responsible for all such costs, payments or
clearances, as applicable.  Notwithstanding the generality of the foregoing,
Univision shall not have the ability to commit Televisa or Venevision to any of
the foregoing costs, payments or clearances with respect to any Program unless
(i) Televisa or Venevision, as the case may be, gives prior approval or (ii)
Televisa or Venevision, as the case may be, airs or licenses such Program.

          VII. DEFINITIONS.

          "Affiliates" of a person means any person that directly or indirectly
controls, is controlled by, or is under common control with the person in
question.  For the purposes of this definition, "control", when used with
respect to any person, means the power to direct the management and policies of
such person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.

          "Broadcast Period" means (i) for novelas or other Programs with a plot
line continuing through more than one episode, the time necessary to broadcast
all episodes on a continuing basis without substantial interruption and (ii) for
all other programs (excluding one-program shows), (x) for weekly programs, the
time period necessary to broadcast 26 episodes of the Program without
substantial interruption, which under normal circumstances is expected to be 26
continuous weeks and (y) for daily programs (Monday through Friday), 26 weeks.

          "Designated Specials" means the Specials set forth on Schedule 1
hereto (to the extent and frequency described on such schedule), and if such
specials are not produced on the frequency set forth on Schedule 1, such other
specials having the same format, theme and frequency as the specials not so
produced.  Univision agrees to determine the frequency of specials in the
ordinary course and use good faith in determining Designated Specials.

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          "Existing Programs" means all Programs being produced by Univision as
set forth on Schedule 1 hereto.

          "Grandfathered Programs" means all Existing Programs, all Replacement
Programs and all Designated Specials.

          "New Programs" means all Programs other than Grandfathered Programs.

          "Program License Agreements" means the Televisa Program License
Agreement and the Venevision Program License Agreement.

          "Programs" means television programs initially produced in the
Spanish language or programs with Spanish subtitles produced directly or
indirectly by or for the Univision Network or the Galavision Network and to
be produced directly or indirectly by or for the Univision Network or the
Galavision Network for broadcast at any time and which are available for
broadcast and to which the Univision Network or the Galavision Network has
the rights to Broadcast in an applicable Territory including, without
limitation, in the following categories: novelas, musicals, variety shows,
situation comedies, game shows, talk shows, children's shows, news shows,
cultural and educational programs, and sports programs.  Programs do not
include programs acquired by Univision from Televisa or Venevision.

          "Replacement Program" means any Program that (A) shares at least
two out of four of the following characteristics with an Existing Program or
another Replacement Program (each, a "Replaced Program") (i) it has a
substantially similar format and theme to such Replaced Program, (ii) it
shares a material amount of talent with such Replaced Program, (iii) it is in
the same day-part as such Replaced Program and (iv) it shares the same or a
substantially similar name with such Replaced Program; and (B) commences
broadcast on Univision Network or Galavision Network within six months prior
to or within six months after the termination of broadcast of such Replaced
Program on such network.  A special will only be required to comply with
clause (A) above.

          "Required Amount" in the case of Televisa and Venevision shall have
the meaning given to such term in the Restated Certificate of Incorporation of
Univision Communications Inc.

          "Televisa Program License Agreement" that certain Amended and Restated
Program License Agreement between Univisa, Inc. and The Univision Network
Limited Partnership dated as of the date hereof, as it may be amended from time
to time.

          "Territories" means the Univision Territory, the Televisa Territory,
the Venevision Territory and the Remainder Territory.

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          "Venevision Program License Agreement" that certain Amended and
Restated Program License Agreement between Dennevar, B.V., and The Univision
Network Limited Partnership dated as of the date hereof, as it may be amended
from time to time.

          "without substantial interruption" means that the Programs will be
scheduled and run on a continuing periodic basis except for occasional network
preemption to accommodate one-time specials or programs which, because of their
nature or timeliness or because of applicable rules, must in a person's
reasonable judgment be broadcast in lieu of the regularly scheduled Program.

          VIII.     REPRESENTATIONS AND WARRANTIES OF UNIVISION.

               A.   To the extent Univision is granting rights hereunder,
Univision hereby agrees, warrants and represents as follows:

                    1.   Univision has or will have the right to grant to
Televisa and Venevision the rights to the Programs in the applicable
Territories set forth in this Agreement, including but not limited to the
necessary literary, artistic, technological and intellectual property rights
and has secured or will secure all necessary written consents, permissions
and approvals for incorporation into such Programs of the names, trademarks,
likenesses and/or biographies of all persons, firms, products, companies and
organizations depicted or displayed in such Programs, and any preexisting
film or video footage produced by third parties;

                    2.   There are no and will not be any pending claims,
liens, charges, restrictions or encumbrances on the Programs that conflict
with the rights granted hereunder to such Programs in the applicable
Territories;

                    3.   The main and end titles of the Programs and all
publicity, promotion, advertising and packaging information and materials
supplied by Univision will (i) contain all necessary and proper credits for the
actors, directors, writers and all other persons appearing in or connected with
the production of such Programs who are entitled to receive credit and (ii)
comply with all applicable contractual, guild, union and statutory requirements
and agreements;

                    4.   The broadcast of Programs in the applicable Territories
will not infringe on the rights of any third party, (including but not limited
to copyright, patent, trademark, unfair competition, contract, property,
defamation, privacy, publicity or "moral rights" (to the extent such moral
rights are recognized by United States law));

                    5.   Except to the extent expressly permitted by this
Agreement, Univision has not and will not grant or license to others, and will
not itself exercise, any rights to broadcast the Programs in the applicable
Territories; and

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                    6.   All Programs (and elements thereof) will be delivered
as reasonably agreed to by the parties in a manner consistent with customary
practice.

          IX.  INDEMNIFICATION.

          A.   Univision agrees to hold Televisa and Venevision and their
respective directors, officers, employees, agents and shareholders (collectively
the "Televisa and Venevision Indemnitees") harmless, from any claims,
deficiencies, assessments, liabilities, losses, damages, expenses (including,
without limitation, reasonable fees and expenses of counsel) (collectively,
"Losses") which any Televisa or Venevision Indemnitee may suffer by reason of
Univision's breach of, or non-compliance with, any covenant or provision herein
contained or the inaccuracy of any warranty or representation made in this
Agreement and any such damages shall be reduced by: (i) the amount of any net
tax benefit ultimately accruing to such Televisa or Venevision Indemnitee on
account of such Televisa or Venevision Indemnitee's payment of such claim; (ii)
insurance proceeds which such Televisa or Venevision Indemnitee has or will
receive in connection with such claim, and (iii) any recovery from third parties
in connection with such claim; PROVIDED, HOWEVER, that Univision shall not delay
payment of its indemnification obligations hereunder pending resolution of any
tax benefit or insurance or third party claim if such Televisa or Venevision
Indemnitee provides Univision with an undertaking to reimburse Univision for the
amount of any such claim ultimately received; and PROVIDED, FURTHER, that no
Televisa or Venevision Indemnitee shall have any obligation to obtain any such
insurance proceeds or recovery from third parties if and to the extent Univision
is subrogated (in form and substance satisfactory to Univision) to such Televisa
or Venevision Indemnitee's claims in respect of such insurance or third parties.

               B.   Televisa and Venevision agree to indemnify Univision, its
direct and indirect partners or shareholders and all officers, directors,
employees and agents of any of the foregoing (the "Univision Indemnitees")
against and hold the Univision Indemnitees harmless from any and all Losses
incurred or suffered by any Univision Indemnitee arising out of any program or
commercial material (apart from the Programs) furnished by such person and any
such damages shall be reduced by: (i) the amount of any net tax benefit
ultimately accruing to such Univision Indemnitee on account of such Univision
Indemnitee's payment of such claim; (ii) insurance proceeds which such Univision
Indemnitee has or will receive in connection with such claim, and (iii) any
recovery from third parties in connection with such claim; PROVIDED, HOWEVER,
that neither Televisa nor Venevision shall delay payment of its indemnification
obligations hereunder pending resolution of any tax benefit or insurance or
third party claim if such Univision Indemnitee provides Televisa or Venevision,
as the case may be, with an undertaking to reimburse Televisa or Venevision, as
the case may be, for the amount of any such claim ultimately received; and
PROVIDED, FURTHER, that such Univision Indemnitee shall have no obligation to
obtain any such insurance proceeds or recovery from third parties if and to the
extent Televisa or Venevision is subrogated (in form and

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substance satisfactory to Televisa or Venevision) to such Univision
Indemnitee's claims in respect of such insurance or third parties.

               C.   The following procedures shall govern all claims for
indemnification made under any provision of this Agreement.  A written notice
(an "Indemnification Notice") with respect to any claim for indemnification
shall be given by the party seeking indemnification (the "Indemnitee") to the
party from which indemnification is sought (the "Indemnitor") within thirty
(30) days of the discovery by the Indemnitee of such claim, which
Indemnification Notice shall set forth the facts relating to such claim then
known to the Indemnitee (provided that failure to give such Indemnification
Notice as aforesaid shall not release the Indemnitor from its indemnification
obligations hereunder unless and to the extent the Indemnitor has been
prejudiced thereby). The party receiving an Indemnification Notice shall send
a written response to the party seeking indemnification stating whether it
agrees with or rejects such claim in whole or in part.  Failure to give such
response within ninety (90) days after receipt of the Indemnification Notice
shall be conclusively deemed to constitute acknowledgment of the validity of
such claim.  If any such claim shall arise by reason of any claim made by
third parties, the Indemnitor shall have the right, upon written notice to
Indemnitee within thirty (30) days after receipt of the Indemnification
Notice, to assume the defense of the matter giving rise to the claim for
indemnification through counsel of its selection reasonably acceptable to
Indemnitee, at Indemnitor's expense, and the Indemnitee shall have the right,
at its own expense, to employ counsel to represent it; PROVIDED, HOWEVER,
that if any action shall include both the Indemnitor and the Indemnitee and
there is a conflict of interest because of the availability of different or
additional defenses to the Indemnitee, the Indemnitee shall have the right to
select separate counsel to participate in the defense of such action on its
behalf, at the Indemnitor's expense.  The Indemnitee shall cooperate fully to
make available to the Indemnitor all pertinent information under the
Indemnitee's control as to the claim and shall make appropriate personnel
available for any discovery, trial or appeal.  If the Indemnitor does not
elect to undertake the defense as set forth above, the Indemnitee shall have
the right to assume the defense of such matter on behalf of and for the
account of the Indemnitor; PROVIDED, HOWEVER, the Indemnitee shall not settle
or compromise any claim without the consent of the Indemnitor, which consent
shall not be unreasonably withheld.  The Indemnitor may settle any claim at
any time at its expense, so long as such settlement includes as an
unconditional term thereof the giving by the claimant of a release of the
Indemnitee from all liability with respect to such claim.

          X.  TERM.  Subject to Sections 1.2 and 2.2, the term of this
Agreement shall be until December 17, 2017.  Any license in effect for any
Program at the date of termination of this Agreement (or the termination of
any rights under this Agreement) shall continue through the Broadcast Period
for such Program, with no right of re-license or extension at the end thereof
and all of the rights and obligations of the parties under this Agreement
with respect to such license will continue through the Broadcast Period for
such Program, it being agreed that the parties shall enter into mutually
satisfactory royalty arrangements with respect to the Broadcast Period
following the termination of

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this Agreement in order to compensate Univision for the use of Programs
during such period and, if the parties are unable to agree upon such royalty
arrangements, the amount thereof shall be determined based on prevailing
market conditions.

          In addition this Agreement may be terminated by Univision with respect
to Televisa or Venevision, as the case may be, if Televisa or Venevision, as the
case may be (i) materially breaches its obligations hereunder and fails to cure
such breach within 180 days of notice thereof by the party seeking termination
(which notice shall describe the breach in reasonable detail); or (ii) asserts a
Force Majeure Event under Section 11 as a relief from substantially all of its
obligations hereunder for a period in excess of one year and this Agreement may
be terminated by Televisa and Venevision with respect to Univision, if Univision
(i) materially breaches its obligations hereunder and fails to cure such breach
within 180 days of notice thereof by the party seeking termination (which notice
shall describe the breach in reasonable detail); or (ii) asserts a Force Majeure
Event under Section 11 as a relief from substantially all of its obligations
hereunder for a period in excess of one year.

          XI.  FORCE MAJEURE.  No party hereto shall be liable for or suffer any
penalty or termination of rights hereunder by reason of any failure or delay in
performing any of its obligations hereunder if such failure or delay is
occasioned by compliance with governmental regulation or order, or by
circumstances beyond the reasonable control of the party so failing or delaying,
including but not limited to acts of God, war, insurrection, fire, flood,
accident, strike or other labor disturbance, interruption of or delay in
transportation (a "Force Majeure Event").  Each party shall promptly notify the
others in writing of any such Force Majeure Event, the expected duration
thereof, and its anticipated effect on the party affected and make reasonable
efforts to remedy any such event, except that no party shall be under any
obligation to settle a labor dispute.

          XII.  MODIFICATION.  This Agreement shall not be modified or waived in
whole or in part except in writing signed by an officer of the party to be bound
by such modification or waiver.

          XIII.  WAIVER OF BREACH.  A waiver by one party of any breach or
default by another party shall not be construed as a waiver of any other breach
or default whether or not similar and whether or not occurring before or after
the subject breach.

          XIV.  JURISDICTION; VENUE; SERVICE OF PROCESS.  Each of the parties
irrevocably submits to the jurisdiction of any California State or United States
Federal court sitting in Los Angeles County in any action or proceeding arising
out of our relating to this Agreement or the transactions contemplated hereby,
and irrevocably agrees that any such action or proceeding may be heard and
determined only in such California State or Federal court.  Each of the parties
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of any such action or proceeding.
Each of the parties irrevocably appoints CT

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Corporation System (the "Process Agent"), with an office on the date hereof
at 818 West 7th Street, Los Angeles, CA, 90017 as his or its agent to receive
on behalf of him or it and his or its property service of copies of the
summons and complaint and any other process which may be served in any such
action or proceeding.  Such service may be made by delivering a copy of such
process to any of the parties in care of the Process Agent at the Process
Agent's above address, and each of the parties irrevocably authorizes and
directs the Process Agent to accept such service on its behalf.  As an
alternate method of service, each of the parties consents to the service of
copies of the summons and complaint and any other process which may be served
in any such action or proceeding by the mailing or delivering of a copy of
such process to such party at its address specified in or pursuant to Section
15.  Each of the parties agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

          XV.  NOTICES.  All notices and other communications required or
permitted hereunder shall be in writing, shall be deemed duly given upon actual
receipt, and shall be delivered (a) in person, (b) by registered or certified
mail (air mail if addressed to an address outside of the country in which
mailed), postage prepaid, return receipt requested, (c) by a generally
recognized overnight courier service which provides written acknowledgment by
the addressee of receipt, or (d) by facsimile or other generally accepted means
of electronic transmission (provided that a copy of any notice delivered
pursuant to this clause (d) shall also be sent pursuant to clause (b)),
addressed as set forth on Schedule 1 or to such other addresses as may be
specified by like notice to the other parties.

          XVI.  ASSIGNMENTS.  Any party may assign its rights hereunder and
delegate its duties hereunder, in whole or in part, to an Affiliate able to
perform the assignor's obligations hereunder, and any party may assign its
rights hereunder and delegate its duties hereunder to any person or entity to
which all or substantially all of such party's businesses and assets are
pledged or transferred.  No such assignment or delegation shall relieve any
party of its obligations hereunder.  Any such assignment or delegation
authorized pursuant to this Section 16 shall be pursuant to a written
agreement in form and substance reasonably satisfactory to the parties.
Except as otherwise expressly provided herein, neither this Agreement nor any
rights, duties or obligations hereunder may be assigned or delegated by any
of the parties, in whole or in part, whether voluntarily, by operation of law
or otherwise.  Any attempted assignment or delegation in violation of this
prohibition shall be null and void.  Subject to the foregoing, all of the
terms and provisions hereof shall be binding upon, and inure to the benefit
of, the successors and assigns of the parties.  Nothing contained herein,
express or implied, is intended to confer on any person other than the
parties or their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
Pursuant to the financing documents relating to financing to UCI, the
Administrative Agent (for the benefit of the various lenders) has been
granted a security interest in and to all of UCI's rights in this Agreement.
The parties hereto acknowledge and consent to the grant of such security
interest.

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          XVII.  GOVERNING LAW.  This Agreement and the legal relations among
the parties shall be governed by and construed in accordance with the laws of
the State of California applicable to contracts between California parties made
and performed in that State, without regard to conflict of laws principles.

          XVIII.  FURTHER ASSURANCES.  Each party hereto agrees to execute any
and all additional documents and do all things and perform all acts necessary or
proper to further effectuate or evidence this Agreement including any required
filings with the United States Copyright Office.

          XIX.  COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be an original instrument and all of which, when taken
together, shall constitute one and the same agreement.

          XX.  SEVERABILITY.  If any provision of this Agreement, or the
application thereof, shall for any reason or to any extent be invalid or
unenforceable, then the remainder of this Agreement and application of such
provision to other persons or circumstances shall continue in full force and
effect and in no way be affected, impaired or invalidated; provided that the
aggregate of all such provisions found to be invalid or unenforceable does not
materially affect the benefits and obligations of the parties of the Agreement
taken as a whole.

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                               SCHEDULE 1

                            EXISTING PROGRAMS

Noticiero Univision
Noticiero Univision Edicion Nocturna
Cristina
Cristina Edicion Especial
Primer Impacto
Primer Impacto Edicion Nocturna
Primer Impacto Extra
Fuera De Serie
Lente Loco
Lo Mejor de Lente Loco
Onda Max
Caliente
Control
De Buen Humor con Sabado Gigante*
Amor Gigante
Sabado Gigante
La Santa Misa
Temas Y Debates
Domingo Deportivo (Excluding U.S. Rights Only Events)
Futbol MLS (Excluding U.S. Rights Only Events)
Titulares Deportivos
Camino A La Copa (Excluding U.S. Rights Only Events)
Boxeo Estclar

                               DESIGNATED SPECIALS

Aqui y Ahora (Quarterly)
Calle Ocho (Yearly)
Cuentamelo*
Desfile De Las Rosas (Yearly)
Desfile De Navidad-Disney (Yearly)
Desfile De Pascuas-Disney (Yearly)
El Reventon En El Astrodome (Yearly)
Felix Ano Nuevo (Yearly)
L.A. Fiesta Broadway (Yearly)
Noche De Carnaval (Yearly)
Noticiero Univision Presenta (Quarterly)
Nuestra Belleza Internacional (Yearly)
Las Bellas y La Bestia (Yearly)
Premio Lo Nuestro (Yearly)

* No longer being produced by Univision.

<PAGE>

          XXI.  SPECIFIC PERFORMANCE.  The parties hereto agree that irreparable
damage may occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that the parties may be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction pursuant to Section 14, this being in addition
to any other remedy to which they are entitled at law or in equity.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                              UNIVISION COMMUNICATIONS INC.


                              By: /s/ Robert V. Cahill
                                  -------------------------------
                                  Robert V. Cahill

                              Title: Vice President and Secretary
                                     ----------------------------


                              GRUPO TELEVISA S.A.


                              By: /s/ Guillermo Canedo White
                                  -------------------------------
                                  Guillermo Canedo White

                                     Exec. Vice President &
                              Title: Chief Financial Officer
                                     ----------------------------


                              VENEVISION INTERNATIONAL, INC.


                              By: /s/ [Illegible]
                                  -------------------------------

                              Title: Attorney-in-fact
                                     ----------------------------