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                                                                    EXHIBIT 4.34

                           CHANNEL LICENSING AGREEMENT

CHANNEL LICENSING AGREEMENT (THE "AGREEMENT") DATED AS OF _________, ENTERED
INTO BY AND BETWEEN TELEVISA, S.A. DE C.V. ("TELEVISA") AS LICENSOR, AND THE
ENTITY SET FORTH IN SECTION I (THE "CLIENT") AS LICENSEE.

Subject to the terms and conditions of this Agreement, TELEVISA herein grants to
the Client, and the Client accepts, a non-exclusive license (except in the case
of direct to home satellite television systems known as DTH, in which case this
license is granted on exclusive basis) to disseminate during the Term set forth
in Section IV and in the Territory set forth in Section V of this Agreement, the
audio and video associated signals of the television channel(s) set forth in
Annex 3 of this Agreement through the Client's pay television system (the
"System").

                              PARTICULAR CONDITIONS

SECTION I. CLIENT INFORMATION:

NAME/TYPE/BUSINESS:

INCORPORATION: Client is a company duly incorporated and existing under the laws
of United Mexican States ("Mexico"), as demonstrated by the documentation
attached to this Agreement as Annex 1.

REPRESENTATION: Client's legal representative(s), Mr. Alexandre Moreira Penna
and Mr. Carlos Ferreiro Rivas have the sufficient corporate power and authority
to bind the Client under the terms of this Agreement as demonstrated by the
document, a copy of which is attached to this Agreement as Annex 2, which has
not been revoked, limited, or modified in any manner.

SECTION II. DOMICILES OF THE PARTIES: For purposes of this Agreement, the
Parties set forth their respective domiciles for the receipt of notices as
follows:

TELEVISA:                             CLIENT:
TELEVISA, S.A. de C.V.                Corporacion Novavision, S. De R.L. de C.V.
Av. Vasco de Quiroga 2000             Insurgentes Sur 694,
Edificio "C" Piso 3                   Piso 6,
Col. Zedec Santa Fe                   Col. Del Valle
01210 Mexico, Distrito Federal.       Mexico, D.F., C.P. 03100
Attn: Salvi Folch                     Attn: General Counsel
Tel. (52-55) 5261-3140                Tel. (52-55) 5448-4122
Fax. (52-55) 5261-3140                Fax. (52-55) 5448-4047

With copy to:

Grupo Televisa, S.A.,
Vice President-General Counsel
Television Division
Av. Vasco de Quiroga No. 2000
Edificio "A", 4 degrees piso.
Col. Zedec Santa Fe
01210, Alvaro Obregon, Mexico, D.F.

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Attn: Joaquin Balcarcel Santa Cruz
Tel: (52-55) 5261-2433
Fax: (52-55) 5261-2546

SECTION III. LICENSED CHANNELS: Within the total geographic area covered by the
Territory, the Client is required to transmit the channels described in Annex 3
of this Agreement on its pay television system. Likewise, in this Annex 3,
reference will be made to the monthly royalty for each Subscriber (as defined
hereafter), that the Client shall pay to TELEVISA pursuant to Section Five (5)
of the General Conditions of this Agreement.

SECTION IV. TERM: The term of this Agreement shall be of 5 years, effective from
the date of its execution by the parties (the "Term"). The Term of this
Agreement shall be automatically renewed for one (1) year periods unless either
party notifies the other party of its intention not to renew the Agreement at
least fifteen (15) days prior to the end of the Term. If after the Term,
TELEVISA and the Client are unable to agree on the terms and conditions of the
carriage of the Channels, then the terms of any renewal shall be determined
through arbitration in accordance with Section 11.5 of that certain Amended and
Restated Social Parts Holders Agreement dated as of the date of this Agreement,
among Grupo Televisa, S.A., a Mexican corporation, SKY DTH, S. de R. L. de C.V.,
a Sociedad de Responsabilidad Limitada de Capital Variable in corporate form
formed under the laws of Mexico, The News Corporation Limited, an Australian
corporation, News DTH (Mexico) Investment Limited, a Cayman Islands company,
Liberty Media International, Inc., a Delaware corporation, Liberty Mexico DTH,
Inc., a Colorado Corporation and Innova, S. de R. L. de C.V., a Sociedad de
Responsabilidad Limitada de Capital Variable in corporate form formed under the
laws of Mexico. Notwithstanding anything to the contrary in this Agreement, if
TELEVISA ceases to be paid the fees for carriage of its Channels as provided
herein, TELEVISA may terminate this Agreement.

SECTION V. TERRITORY: The Territory is that set forth in Annex 3 of this
Agreement.

SECTION VI. CURRENCY: Mexican Pesos, currency of Mexico, ("Pesos"). The Client
must pay TELEVISA the Royalties (as this term is hereafter defined) in Pesos.

SECTION VII. CURRENCY INTEREST RATE. The Interest Rate shall be 28 day Tasa de
Interes Interbancario de Equilibrio (TIIE), as published by the Bank of Mexico.

SECTION VIII. MANNER OF PAYMENT. The Client shall pay TELEVISA the Royalties
through deposit or wire transfer in any of the bank accounts that TELEVISA
specifies to Client.

Client shall have the obligation to send a copy of the receipt showing the
transfer of funds by facsimile and/or email to the person and number that
TELEVISA will notify Client.

Notwithstanding the foregoing, TELEVISA reserves the right, upon prior notice to
the Client, to change the account number and/or the branch or the bank to which
the transfer of the respective Royalties shall be made.

SECTION IX. ADVERTISING: Client shall not have the right to use, exploit,
transmit or obtain income through commercial, digital, virtual or any other
advertising sales on TELEVISA's channels.

SECTION X. TYPE OF COVERAGE:

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The Client is obligated to transmit the Channels (as such term is defined below)
in all programming packages of the System.

                               GENERAL CONDITIONS

1.    CHANNELS. The objective of this Agreement is the audio and video
      associated signal(s) of the television channels set forth in Annex 3 of
      this Agreement (the "Channels").

2.    TERM. The Term of the license granted pursuant to this Agreement shall
      commence and terminate on the dates specified in Section IV herein, unless
      declared previously terminated according to the terms established herein.
      In case that, for any reason, Client continues transmitting the Channels
      even in the event of termination of this Agreement, the Client shall have
      the obligation to continue paying TELEVISA the Royalties, provided that in
      no event such action shall be interpreted as an extension of the Term
      without prejudice to the right of TELEVISA to cease the transmission of
      the Channels at any time in case of non-payment of the Royalties by the
      Client.

3.    TERRITORY. The territory that is subject of this Agreement (the
      "Territory") is that established in Section V herein.

4.    LICENSE. Subject to the terms and conditions of this Agreement, TELEVISA
      herein grants to Client, and Client accepts, a non-exclusive license with
      respect to any pay television system other than a DTH system, but an
      exclusive license with respect to satellite DTH systems, to disseminate
      the Channels to its respective "Subscribers" (as such term is defined
      below) during the Term of this Agreement and within the Territory subject
      hereto, to all of the programming packages offered in the System. The
      Client is obligated to disseminate and transmit to all its Subscribers,
      the Channels that are the subject matter of this Agreement in accordance
      with the terms herein. The term "Subscriber" means any person that
      receives and pays for the System's television service at whatever
      location, including but not limited to whatever house, apartment, hotel
      room (whether occupied or not), bar, restaurant, hospitals, or any similar
      location. In the case of hotels, hospitals, or any similar location that
      receives the Channels under the same policies used by Client with respect
      to hotels or hospitals, the Client shall require such establishment not to
      impose any extra charge to its guests and/or customers for the privilege
      of receiving the Channels and the form of calculating the total number of
      Subscribers within hotels, hospitals and any similar location shall be
      made by considering each single room or decoder where the Channels are
      received (whether occupied or not). For purposes of Section 5 below hotels
      and hospitals shall be considered as "Commercial Subscribers", and any
      Subscriber other than Commercial Subscriber shall be subject to the
      payment of Royalties as a regular Subscriber.

5.    ROYALTY. As consideration for the rights granted to Client under this
      Agreement, the Client herein agrees to pay TELEVISA on a monthly basis, a
      royalty for each Subscriber that receives the Channels equal to the rate
      set forth in Annex 3 and within the periods indicated therein (the
      "Royalties"). Royalties for Commercial Subscribers shall be as described
      in Annex 3 and all other Royalties for Subscribers other than Commercial
      Subscribers shall be as set forth for any subscriber in Annex 3 hereto. In
      addition to any Royalties paid under this Agreement, Client shall pay any
      value added taxes imposed pursuant to Mexican law. Royalties shall be
      reviewed on a quarterly basis in order to reflect an increase in the
      amount of Royalties to be paid to TELEVISA based on the inflation factor
      accumulated during such quarter as determined by the Bank of Mexico (the
      "Inflation Factor").

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      The Royalties shall be calculated on the basis of the Average Number of
      Subscribers at the end of each month.

      "Average Number of Subscribers" means the sum of the total Subscribers of
      the System at the beginning of the relevant month, plus the total
      Subscribers at the end of such month, divided by 2 (two). To that effect,
      the Client must prepare and deliver to TELEVISA within the first 5 (five)
      calendar days of each month, a statement of account certified by a legal
      representative of the Client or its Programming Director, which shows the
      Average Number of Subscribers at the end of the immediately preceding
      month and the amount of corresponding Royalties.

      Client shall pay TELEVISA in the manner of payment set forth in Section
      VIII, and within the first thirty (30) calendar days of each month, the
      Royalties corresponding to the immediately preceding month. The Royalties,
      as well as any other amount payable by the Client under this Agreement,
      shall be paid in the currency set forth in Section VI herein, it being
      understood that the amount of the Royalties shall be increased in
      accordance with the Mexican inflation rate as determined by the Bank of
      Mexico on a quarterly basis. Without prejudice to any other right or
      remedy that TELEVISA may have under this Agreement or under applicable
      law, if Client fails to make payment to TELEVISA of any amount owed or of
      any Royalty on the payment date, the amount due shall generate interests
      payable on demand at an annual rate equal to the Currency Interest Rate as
      set forth in Section VII, multiplied by 1.5.

6.    TAXES AND OTHER OBLIGATIONS. All amounts payable to TELEVISA under this
      Agreement shall be paid in accordance with, and each party hereto shall be
      responsible for their corresponding tax obligations, pursuant to
      applicable law. Each party shall be responsible to comply with any of its
      obligations under the applicable concession titles that each of them hold
      to provide their services, and each party shall provide to the other party
      any reasonable assistance required to comply with its corresponding
      obligations under the respective concession title.

7.    REPORTS, INSPECTION, AND AUDITS. As part of the statement of account
      referred to in Section 5 above, the Client shall deliver to TELEVISA, on a
      monthly basis, a detailed report containing the effective number of
      Subscribers and Average Number of Subscribers for the relevant month. This
      report shall include the total number of Subscribers of the System. All
      books and records used in the preparation of the reports and the Client
      statements shall be saved by the Client during the Term of this Agreement
      and for a period of five (5) years thereafter. During the Term and for a
      period of five (5) years following its expiration, all of the books and
      records shall be made available to TELEVISA (or its designee) for their
      inspection, at the cost of TELEVISA, upon five (5) days prior notice.
      TELEVISA may audit those books and records, with the understanding
      nevertheless, that if any audit demonstrates underpayment of the amounts
      due under this Agreement, the Client shall then (i) reimburse the cost of
      the audit if such underpayment exceed five percent (5%) of the actual
      amount due, (ii) pay TELEVISA the difference owed, and (iii) pay TELEVISA
      interests on the overdue payment which shall be calculated pursuant to the
      Currency Interest Rate provisions under this Agreement. The Client shall
      fully cooperate in the performance of such audits.

      In addition to the foregoing, TELEVISA shall have the right to access
      Client's premises in order to verify Client's compliance with its
      obligations under this Agreement as well as to verify the transmission of
      the Channels in the System, provided, however, that TELEVISA's

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      personnel shall comply with Client's access policies in effect at the time
      of such audit, and that such verification shall not interfere the regular
      operations of Client.

8.    RIGHTS AND OBLIGATIONS OF TELEVISA.

      (a)   TELEVISA may make the Channels available in an encrypted form in the
            satellites it determines. Notwithstanding the foregoing, TELEVISA
            shall be solely responsible at its cost for the upstream part of the
            connection ("up-link") for those satellites, and the Client shall be
            responsible at its cost for the downstream ("down-link") part of the
            connection. In case TELEVISA is unable to make available the
            Channels in the satellites set forth above, then, TELEVISA, at its
            option, may authorize Client to obtain the signal of the Channels
            from over the air or will provide the signal of the Channels by
            other means.

            TELEVISA is required to make available to the Client equipment that
            allows it to decodify the Channels, it is being understood that such
            equipment is of the exclusive ownership of TELEVISA; therefore, the
            Client shall immediately return the equipment to TELEVISA upon
            expiration of the Term or any other cause of termination as
            described herein. Annex A of this Agreement identifies the equipment
            made available by TELEVISA to Client as a result of this Agreement.

      (b)   TELEVISA, directly or indirectly, shall maintain the capacity to
            enable or dis-enable the decoders. TELEVISA shall inform the Client
            of the technical contacts required for the enabling of the decoders
            that it provides to the Client to decode the signal of the Channels.

      (c)   TELEVISA shall, at its discretion, provide Client with advertising
            and promotional material (in printed and/or video format) and
            information regarding the programming of the Channels as to assist
            the Client with its promotional efforts. TELEVISA shall have the
            right to approve any promotional material used by the Client as
            related to the Channels.

      (d)   TELEVISA shall be responsible for the content of the Channels and to
            have all of the rights so that they may be licensed under this
            Agreement (expressly excepting those related to the playing of
            music, those derived from the production or performance of records,
            and any other right that is not determinable at the date of this
            Agreement, except to the extent TELEVISA agrees to cover them, which
            agreement will be necessary every time a payment is owed, and in no
            event such payment shall be interpreted as a recurring obligation of
            TELEVISA to make such a payment during the Term). It is expressly
            agreed that any selection, programming, substitution, and/or removal
            of any program or part of the same and its content in the Channels
            shall remain within the exclusive and absolute discretion and
            control of TELEVISA at all times. TELEVISA shall have the right to
            unilaterally interrupt the transmission of any of the Channels.
            During the Term of this Agreement and any renewal thereof, TELEVISA
            shall have the right to substitute any Channel for any other channel
            that TELEVISA may offer.

9.    ADVERTISING SALES. Sales of commercial advertisements in each Channel
      transmitted in the Territory through the System shall be exclusively made
      by TELEVISA or its designee. It shall be strictly prohibited for the
      Client to sell, use, or authorize to others to sell or use, any part of
      the Channels for sponsorship or advertisement without regard to whether it
      is digital, virtual, or any other type. It shall also be expressly
      prohibited that the Client promotes any product, good or services on the
      Channels by itself, as such activities are expressly reserved to TELEVISA.

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10.   DISTRIBUTION OF THE CHANNELS BY THE CLIENT. Client shall distribute the
      Channels in all of its programming packages, completely, without delay
      (except for the delayed Channels which have an original delay as described
      in Annex 3), interruption, alteration, addition, or editing of any part of
      the same and in a way that allows the highest quality reception for its
      Subscribers. Client may not block (except as provided below) any segment
      of the programming of the Channels, including without limitation, those
      segments referring to advertisement time. In the transmission of the
      Channels, Client shall comply with all local, state, and federal laws,
      regulations, licenses and applicable concessions. Client is prohibited
      from authorizing any third party to receive, reproduce, retransmit,
      record, copy, duplicate, transmit, or broadcast through any mechanism,
      whether currently known or to be discovered in the future, any part of the
      Channels except as specifically authorized in this Agreement. Client shall
      take all reasonable precautions and those customary precautions regarding
      the System to ensure that only those persons that are Subscribers receive
      the Channels and to prevent the reception, recording, copying,
      reproduction, retransmission or illegal duplication of the Channels. If
      the Client realizes that any unauthorized third party is receiving,
      transmitting, or broadcasting any part of the Channels, the Client shall
      notify TELEVISA in writing of the name and address of such third party, as
      well as the transmission details and information that the Client has, and
      will cooperate with TELEVISA and carry out all activities requested by
      TELEVISA to block the illegal use of the Channels. It is expressly
      admitted and agreed that the aforementioned shall not apply to the
      recording (not from the air) of the Channels by individuals for their
      exclusive, non-profit, home use.

      The Client is obligated not to move the location of the signal decoding
      equipment outside the Territory described in Section V of this Agreement.

      TELEVISA shall have the right to block or prohibit the transmission by
      Client of any material or part of the programming that is included in the
      Channels (a "Blocking Event"). In case of a Blocking Event, TELEVISA shall
      use commercially reasonable efforts to provide alternative programming
      material or to permit Client to include, subject to obtaining prior
      approval from TELEVISA, alternative programming material acceptable to
      TELEVISA into the Channels and substitute that portion of the programming
      that is being blocked to, or not transmitted by, Client. If TELEVISA is
      not able to conduct a Blocking Event due to lack of equipment or for any
      other reason, then it may conduct such Blocking Event through any third
      party (including by requiring Client to do it), but in any event, TELEVISA
      will notify Client as promptly as possible to such Blocking Event, and
      Client shall make sure to follow any instruction to conduct the Blocking
      Event. TELEVISA shall have access to Client's premises during any Blocking
      Event in order to verify that any blocking is conducted as requested. Any
      breach by Client to the last paragraph of this Section 10, shall entitle
      TELEVISA to claim from Client the higher of: (a) payment of US$50,000.00
      (fifty thousand dollars, currency of the United States of America) as a
      penalty payment or (b) full indemnification for any damages, losses and
      other costs incurred as a result of Client's breach of its obligations to
      this provision.

11.   COSTS TO THE CLIENT. The Client shall bear all of the costs incurred by
      the Client related to the license granted herein, and the Client shall not
      receive any reimbursement from TELEVISA.

12.   INTELLECTUAL PROPERTY RIGHTS. Client acknowledges and agrees that the
      names, commercial notices, trademarks, trade names, distinctive signs of
      the Channels and the program titles contained on the Channels
      (collectively the "Marks"), as well as the Channels, their content and any
      other right or element thereof, are of the exclusive property of TELEVISA
      or have been licensed by TELEVISA, and Client has not acquired and shall
      not

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      acquire any property rights regarding the same for reasons of this
      Agreement or in the exercise of its rights regarding the same. The Client
      shall not have the right to use any Mark, Channel, or any other
      intellectual property right, except as expressly agreed in this Agreement.
      Client shall not create, publish, or distribute any material of any type
      in which the Marks, Channels, or any other intellectual property right of
      TELEVISA appears, without the prior written consent of TELEVISA. The
      Client shall not publish or disseminate materials that violate any
      restriction imposed by TELEVISA or by the providers of TELEVISA
      programming and that are disclosed to the Client by TELEVISA. The Client
      recognizes that TELEVISA is the owner or the authorized licensor of all
      the intellectual property rights of any and all material shown on the
      Channels and that the Client has not acquired and will not acquire any
      intellectual property right to that material as a result of the execution
      of this Agreement or the exercise of its rights hereunder.

13.   MARKET RESEARCH. At the request of TELEVISA, the Client shall provide
      TELEVISA with all available information related to marketing and promotion
      of the Channels by the Client and the System (including but not limited to
      the market penetration information for the programming packages of the
      System). Client also agrees to provide TELEVISA with any assistance
      reasonably requested by TELEVISA, at the cost of TELEVISA, and that the
      Client may reasonably provide as related to any market test, study,
      voting, or other survey that TELEVISA carries out related to the Channels.
      TELEVISA shall treat the names and addresses of the Subscribers as
      confidential and shall not use any of them except as with respect to such
      study.

14.   REPRESENTATIONS AND WARRANTIES. TELEVISA represents and warrants solely
      for the benefit of Client that: (a) it has the corporate power and
      authority, and the legal right, to enter into this Agreement and to fully
      perform its obligations hereunder and has taken all corporate action to
      authorize the execution, delivery and performance of this Agreement; (b)
      no consent or authorization of, approval by, notice to, filing with or
      other act by or in respect of, any governmental authority or any other
      person is required in connection with its execution, delivery,
      performance, validity or enforceability of this Agreement; (c) this
      Agreement constitutes a legal, valid and binding obligation of TELEVISA
      enforceable against TELEVISA in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforcement of
      creditors' rights generally; (d) it owns, or is licensed to use, all the
      programming included in the Channels subject to this Agreement except to
      the extend limited herein.

      Client represents and warrants solely for the benefit of TELEVISA that:
      (a) it has the corporate power and authority, and the legal right, to
      enter into this Agreement and to fully perform its obligations hereunder
      and has taken all corporate action to authorize the execution, delivery
      and performance of this Agreement; (b) no consent or authorization of,
      approval by, notice to, filing with or other act by or in respect of, any
      governmental authority or any other person is required in connection with
      its execution, delivery, performance, validity or enforceability of this
      Agreement; (c) this Agreement constitutes a legal, valid and binding
      obligation of Client enforceable against Client in accordance with its
      terms, except as enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting the
      enforcement of creditors' rights generally; and (d) it is operating and
      shall continue to operate during the Term as a concession, franchise or
      license duly granted under applicable law in the Territory.

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      The Client hereby agrees to indemnify and hold harmless TELEVISA and its
      affiliates, officers, directors, employees, agents, shareholders and
      partners from and against any claim, loss, damage, cost and expenses
      (including reasonable attorneys fees and costs) (the "Claims") arising
      from or relating to any violation or breach of its representations,
      warranties, agreements, covenants or obligations under this Agreement.
      TELEVISA hereby agrees to indemnify and hold harmless the Client and its
      affiliates, officers, directors, employees, agents, shareholders and
      partners from and against any Claim arising from or relating to any
      violation or breach of its representations, warranties, agreements,
      covenants or obligations under this Agreement.

15.   FORCE MAJEURE. None of the parties to this Agreement shall be responsible
      for or shall suffer any penalty or termination of its rights under this
      Agreement for any breach or delay in performance of any of its obligations
      described herein, if such breach or delay is caused by a Force Majeure
      Event. Each party shall promptly notify the other in writing of any Force
      Majeure Event, the expected length of the same, and its anticipated effect
      on the affected party and shall use reasonable efforts to overcome such
      event, except that in no event shall the parties be obligated to afront a
      labor dispute. Any of the parties may terminate this Agreement without
      penalty in the event that a Force Majeure Event impedes the compliance
      with its obligations or the obligations of the other party for a period of
      thirty (30) consecutive days or more. A Force Majeure Event means any act
      beyond a party's reasonable control, including, without limitation, an act
      of God, an inevitable accident, a fatal failure in the satellites used by
      either party (to the extent such party is not using other satellites that
      may permit continuing with this Agreement), a fire, an earthquake, a
      lockout, a strike or other major labor dispute, a riot or civil commotion
      or an act of any government or governmental instrumentality (whether
      federal, state or local) directly affecting such party's performance under
      this Agreement.

16.   TERMINATION FOR BREACH. Either of the parties may terminate this Agreement
      by providing thirty (30) days prior written notice to the other party and
      with no need of a court or administrative resolution to that effect, if
      the other party materially breaches its obligations under this Agreement
      and such breach is not cured by the end of such 30 (thirty) days period.
      Both parties agree that the 30 days cure period provided above may be
      reduced, at the option of the non-breaching party, to such shorter cure
      period as deemed necessary by the non-breaching party in case that such
      breach may materially impair any right or obligation of the non-defaulting
      party, and/or immediate termination be needed to prevent any further
      damages or losses to such non-breaching party. Such termination shall be
      in addition to any other rights and remedies that the affected party may
      have against the breaching party. The parties agree that bankruptcy,
      suspension of payments, bankruptcy reorganization, insolvency, judicial
      liquidation, assignment for the benefit of creditors, or dissolution of
      any party shall be considered as a material breach. In addition, the
      parties agree that in case of breach or delay in compliance with any
      obligation assumed by Client under this Agreement, and without prejudice
      of any other rights and remedies of TELEVISA, TELEVISA shall have the
      right to block Client's access to the Channels through any method, in the
      understanding that this blocking or interruption of the Channels shall not
      be considered in any event as a waiver of Client's responsibilities and
      obligations under this Agreement, including but not limited to its
      obligation to pay the Monthly Royalty during the period in which the
      Channels are interrupted, as the case may be. TELEVISA shall have the
      right to terminate this Agreement, if the license agreement between the
      parties dated as of the date hereof with respect to TELEVISA's over the
      air channels 4, 5 and 9, is terminated by TELEVISA for any reason.

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17.   GENERAL.

      (a)   Headings. The headings of the Sections in the Particular Conditions
            and the numbers in the General Conditions of this Agreement are for
            reference only and shall not affect in any manner the interpretation
            of any provision of this Agreement.

      (b)   Confidentiality. The terms and conditions of this Agreement, and any
            other agreement entered into by the parties regarding the Channels
            and any correspondence and discussions conducted in connection
            herewith or therewith (including, without limitation, any
            information obtained by TELEVISA during any audit permitted pursuant
            hereto and any information concerning the methods employed in the
            business of the other party) shall be kept confidential by the
            parties and shall not be disclosed by either party to any other
            person, except: (i) as may be required by any court of competent
            jurisdiction, governmental agency, law or regulation; provided that,
            the party subject to such requirement notifies the owner of the
            confidential information as soon as possible to allow such owner the
            opportunity to oppose or object to such requirement; (ii) as part of
            the normal reporting or review procedure to a party's employees,
            shareholders, accountants, auditors, agents, legal counsel and other
            advisors; provided that any such employees, shareholders or advisors
            agree to be bound by the confidentiality obligations of this
            Section; and (iii) to enforce any of a party's rights pursuant to
            this Agreement.

      (c)   Assignments. This Agreement shall be binding upon and inure to the
            benefit of the parties and their respective successors and permitted
            assigns. Neither party may assign, transfer or delegate any of its
            rights and/or obligations under this Agreement without the prior
            written consent of the other party, except to any of their
            respective subsidiaries which is in control of, is controlled by, or
            is under common control of such party.

      (d)   No Partnership. Nothing contained in this Agreement shall create any
            association or alliance between the parties or shall be interpreted
            as a representation by any of the parties of the other party.

      (e)   Waivers and Remedies. The waiver by any of the parties of the terms
            and conditions of this Agreement at any time shall not be considered
            or interpreted as a future waiver of such term or condition, or as a
            waiver of any future breach of the same. All of the remedies,
            actions, rights, commitments, obligations, and agreements made in
            this Agreement shall be cumulative and none of them shall be a
            limitation on whatever other remedy, action, right, commitment,
            responsibility or agreement of any of the parties.

      (f)   Validity of the Agreement. In case any of the provisions of this
            Agreement is declared null and void, or it would be impossible to
            comply with for any reason, it shall be modified in the manner
            possible so that it meets the intention of the parties. In all cases
            the remaining provisions of the Agreement shall be considered valid
            and enforceable in their entirety.

      (g)   Notices. All notices that the parties shall provide under this
            Agreement shall be made in writing and by hand-delivery, certified
            mail, courier, or by fax (except as otherwise agreed in this
            Agreement), in all cases with acknowledgement of receipt and at the
            respective addresses set forth in Section II or at any other address
            that the parties set forth in writing.

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<PAGE>

      (h)   Entire Agreement. This Agreement constitutes the entire agreement
            between TELEVISA and the Client as related to the subject matter
            herein and shall supersede any other prior correspondence,
            memoranda, letter of intent, oral or written agreements between the
            parties with respect to the matters hereto. This Agreement shall not
            be modified or terminated verbally, therefore any modification of
            the same shall be made in writing with the signature of the legal
            representatives of the parties.

      (i)   Applicable Law and Jurisdiction. This Agreement shall be governed
            and interpreted by the laws of Mexico, expressly excluding those
            provisions related to conflict of laws. Any dispute or controversy
            derived hereunder or related to this Agreement shall be subject to
            the exclusive jurisdiction of the courts or tribunals residing in
            Mexico City, Federal District, and the parties herein irrevocably
            submit to the jurisdiction of such courts or tribunals, expressly
            and irrevocably waiving any other forum which may have jurisdiction
            by reason of the parties' present or future addresses.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

       TELEVISA                                      THE CLIENT
TELEVISA, S.A. DE C.V.                 CORPORACION NOVAVISION, S. DE R.L. DE C.V

 /s/ Juan Sebastian Mijares Ortega     /s/ Alexandre Moreira Penna da Silva
----------------------------------     --------------------------------------
By: Juan Sebastian Mijares Ortega      By: Alexandre Moreira Penna da Silva
Title: Legal Representative            Title: Legal Representative

 /s/ Maria Azucena Dominguez Cobian    /s/ Carlos Ferreiro Rivas
-----------------------------------    --------------------------------
By: Maria Azucena Dominguez Cobian     By: Carlos Ferreiro Rivas
Title: Legal Representative            Title: Legal Representative

                                       10
<PAGE>

                                     ANNEX 3

TERRITORY: THE UNITED MEXICAN STATES

CHANNELS:

      1.    THE COMMERCIAL TELEVISION NETWORK IN BAND VHF, WITH CALL SIGNAL
            XEW - TV CHANNEL 2, AS SUCH SIGNAL IS PROVIDED TO PAID TELEVISION
            SYSTEMS IN THE TERRITORY ("CHANNEL 2").

      2.    A ONE-HOUR DELAYED TRANSMISSION OF A FEED OF CHANNEL 2 WHICH
            ORIGINATES IN MEXICAN PACIFICA TIME (SINALOA, SONORA).

      3.    A TWO HOURS DELAYED TRANSMISSION OF A FEED OF CHANNEL 2 WHICH
            ORIGINATES IN TIJUANA, B.C., TIME.

ROYALTIES:        FOR SUBSCRIBERS:

                  (i)   For each of the first 500,000 Subscribers, a monthly fee
                        per Commercial Subscriber equal to Ps. 2.86 multiplied
                        by the Inflation Factor;

                  (ii)  for each of the next 500,000 Subscribers, a monthly fee
                        per Commercial Subscriber equal to Ps. 5.72 multiplied
                        by the Inflation Factor;

                  (iii) for each of the next 500,000 Subscribers, a monthly fee
                        per Commercial Subscriber equal to Ps. 8.59 multiplied
                        by the Inflation Factor; and

                  (iv)  for each additional Subscriber, a monthly fee per
                        Commercial Subscriber equal to Ps. 11.45 multiplied by
                        the Inflation Factor.

FOR COMMERCIAL SUBSCRIBERS:

                  (i)   For each of the first 500,000 Commercial Subscribers, a
                        monthly fee per Subscriber equal to Ps. 0.29 multiplied
                        by the Inflation Factor;

                  (ii)  for each of the next 500,000 Commercial Subscribers, a
                        monthly fee per Subscriber equal to Ps. 0.57 multiplied
                        by the Inflation Factor;

                  (iii) for each of the next 500,000 Commercial Subscribers, a
                        monthly fee per Subscriber equal to Ps. 0.86 multiplied
                        by the Inflation Factor; and

                  (iv)  for each additional Commercial Subscriber, a monthly fee
                        per Subscriber equal to Ps. 1.15 multiplied by the
                        Inflation Factor.

                                       11