April
      11,
      2006





YouthStream
      Acquisition Corp.


c/o
      YouthStream Media Networks, Inc.


244
      Madison Avenue, PMB #358


New
      York,
      New York 10016





Gentlemen:




KES
      Holdings, LLC, a Delaware limited liability company (“ **KESH** ”)
      is the
      holder of that certain 8% subordinated secured promissory note issued by
      YouthStream Acquisition Corp., a Delaware corporation (the “ **Company** ”)
      in the
      original principal amount of $19 million (the “ **KESH
      Note** ”)
      and
      Atacama Capital Holdings, Ltd., a British Virgin Islands company (“ **Atacama** ,”)
      is
      the holder of that certain 8% subordinated secured promissory note issued by
      the
      Company in the original principal amount of $21 million (the “ **Atacama**  **Note** ” **** and
      collectively with the KESH Note, the “ **Notes** ”).
      The
      Notes were issued in conjunction with the acquisition by the Company of (i)
      a
      37.45% membership interest in KES Acquisition Company, LLC, a Delaware limited
      liability company (“ **KESA** ”),
      from
      KESH and (ii) all of the stock of Atacama KES Holding Corporation, a Delaware
      corporation, from Atacama. Each of the Notes were previously modified by a
      letter agreement dated July 14, 2005, effective February 28, 2005 (the
“Modification Letter”).





The
      parties hereto agree that the Company’s delivery of the promissory notes annexed
      hereto to KESH and Atacama shall be deemed to be payment in full of accrued
      interest that was due on the First Interest Payment Date (as such term is
      defined in the Modification Letter) and that the payment of interest in such
      manner is hereby consented to and accepted by each of the parties hereto.
      Furthermore, each of the parties hereto confirms that no “Event of Default”, as
      that term is defined in the Note Purchase Agreement dated February 25, 2005
      (the
“ **Note
      Purchase Agreement** ”),
      has
      occurred, and that KESH
      and
      Atacama each agree that they shall not be entitled to, nor will they, commence,
      prosecute or participate in any remedies on default as contemplated in Section
      12 of the Note Purchase Agreement based on the foregoing .




Payment
      of interest for periods subsequent to the date hereof shall continue to be
      due
      and payable in accordance with the terms of the Notes, as modified by the
      Modification Letter.




This
      Agreement shall be deemed to be effective for all purposes as of February 27,
      2006.





Except
      as
      expressly provided herein, each of the Notes remain in full force and effect.








**[BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK]**





**[SIGNATURE
      PAGE FOLLOWS]**


YouthStream
          Acquisition Corp.
 April
          11,
          2006
 Page
          -2-




**KES
              HOLDINGS, LLC**By:
            Libra/KES
              Investment I, LLCIts:
            Manager


By:
            /S/
              JESS M. RAVICHJess
              M. RavichAuthorized
              Signatory




**ATACAMA
              CAPITAL HOLDINGS, LTD.****By:**
            **/S/
              GWENYTH VANTERPOOL****Name:
              Gwenyth Vanterpool for Westlaw
              Limited****Title:
              Director**




**Accepted
                and Agreed to as of the 11**th****day of April 2006:******YOUTHSTREAM ACQUISITION
                CORP.****By:**
            **/S/
              ROBERT N. WEINGARTEN**Robert
              N. WeingartenChief
                Financial Officer