Exhibit 10.16

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement"), made as of the 17th day of December, 2001, betweenEmpire Broadcasting
Corporation, a Delaware corporation("Seller"), andHispanic Broadcasting Corporation, a Delaware corporation("Buyer").

WITNESSETH:

WHEREAS, Seller is the licensee of Radio Station KARA (FM), Santa Clara, California (the "Station") and related licenses and authorizations issued by the Federal
Communications Commission (the "FCC");

WHEREAS,
Seller desires to sell certain properties and assets pertaining to the Station, and Buyer desires to purchase the same, subject to the terms and conditions set forth herein;

WHEREAS,
the defined terms shall have the meanings ascribed to them in Article 13;

NOW,
THEREFORE, in consideration of the mutual covenants contained herein, Seller and Buyer hereby agree as follows:

ARTICLE 1  ASSETS TO BE CONVEYED

1.1    Closing. Subject to (i) the provisions ofSection 10.1and
(ii) the satisfaction or, to the extent permissible by law, waiver (by the party for whose benefit the closing condition is imposed), on or prior to the date scheduled for the Closing, of the
closing conditions set forth in Article 7 hereof, including, for example, the consent of the FCC to the transaction contemplated by this Agreement, the closing (the "Closing") of the sale and
purchase of the Station Assets (as defined in Section 1.2) shall take place in the offices of Hoge, Fenton, Jones & Appel, Inc., 60 South Market Street, Suite 1400, San Jose,
California, at 11:00 a.m., local time, on the seventh day following the satisfaction or waiver of the conditions set forth in Article 7 (or on the next normal business day if the tenth
day is not a normal business day) or on January 2, 2002, whichever is later, or at such other place, time or date as Buyer and Seller may mutually agree in writing.

1.2    Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell,
assign, transfer, convey and deliver to Buyer on the Closing Date, and Buyer agrees to purchase all of Seller's right, title and interest in, the following assets, together with any additions thereto
(pursuant to paragraph (a) or paragraph (e) below) between the date of this Agreement and the Closing Date, free and clear of all Liens, except as otherwise provided in this Agreement,
but excluding the assets described inSection 1.3(collectively, the "Station Assets"):



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1.3    Excluded Assets.The Station Assets shall not include the following:



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1.4    Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge and
perform all obligations and liabilities of Seller arising or accruing after the Closing under the Station Licenses, Assumed Contracts and the Trade-Out Agreements. Buyer shall not assume
any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any contract or agreement not included in the Assumed Contracts or the Trade-Out
Agreements, (ii) any obligation or liabilities under the Assumed Contracts relating to the period prior to the Closing except insofar as an adjustment therefor is made in favor of Buyer under Section 2.4, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing,
(iv) any obligations or liabilities of Seller which are unrelated to the Station, (v) any agreements, executed or executory, relating to the exchange of broadcast time on the Station for
goods, wares, services, advertising, promotions, merchandising or anything other than cash ("Trade-Out Agreements"), and (vi) any obligations relating to the Excluded Assets.

ARTICLE 2  PURCHASE PRICE

2.1    Purchase Price. The purchase price (the "Purchase Price") for the Station Assets shall be Fifty
Eight Million Twenty Five Thousand One Hundred Twenty Five Dollars ($58,025,125).

2.2    Payment of Purchase Price. Buyer shall pay the Purchase Price as follows:



2.3    Allocation. The Purchase Price shall be allocated for income tax purposes in the manner set forth in Schedule 2.3to this Agreement.
Such agreed allocations shall be used by the parties in preparing all relevant tax returns, information reports
and other tax documents and forms. Such allocation shall be based on an appraisal by a mutually acceptable appraiser. The parties shall each pay for one-half of the appraiser's fee and
expenses.

2.4    Prorations. All income and expenses arising from the conduct of the business and operations of the Station shall be
prorated between Buyer and Seller as of 12.01 a.m. local time, on the Closing Date in accordance with generally accepted accounting principles. Such prorations shall be based upon the
principles that Seller shall be entitled to all income earned and shall be responsible for all liabilities and obligations accruing in connection with the operation of the Station until the Closing
Date, and Buyer shall be entitled to such income earned and be responsible for such liabilities and obligations

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accruing in connection with the operation of the Station thereafter. Such prorations shall include, without limitation, all ad valorem and other property taxes (but excluding taxes arising by reason
of the transfer of the Station Assets as contemplated hereby, which shall be paid as set forth inSection 12.1of this Agreement), deposits,
utility expenses, liabilities and obligations under all Assumed Contracts and Trade-Out Agreements, rents and similar prepaid and deferred items and all other expenses attributable to the
ownership and operation of the Station; provided, however, there shall be no adjustment for, and Seller shall remain solely liable for, any contracts or agreements not included in the Assumed
Contracts and any other obligation or liability not being assumed by Buyer in accordance withSection 1.4. All real estate taxes shall be
apportioned on the basis of the number of days that each party owned the Real Property during the relevant tax year.

ARTICLE 3  REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that, except as otherwise disclosed in the schedules to this Agreement, including, for example, Schedule 3.0(Schedule of Exceptions), the following representations and warranties will be true and correct on the Closing Date, except for
those representations and warranties specifically noted as being true and correct as of the date of this Agreement through the Closing Date:

3.1    Organization and Standing. As of the date of this Agreement through the Closing Date, Seller (a) is a corporation
duly formed, validly existing and in good standing under the laws of the State of Delaware; (b) is qualified to do business in the State of California; and (c) has all necessary power
and authority to carry on the business of the Station.

3.2    Authorization and Binding Obligation. As of the date of this Agreement through the Closing Date, Seller has all necessary
power and authority to enter into and perform its obligations under this Agreement and the documents contemplated hereby and to consummate the transactions contemplated hereby and thereby. As of the
date of this Agreement through the Closing Date, this Agreement has been duly executed and delivered by Seller and is enforceable in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.

3.3    Absence of Conflicting Agreements or Required Consents. As of the date of this Agreement through the Closing Date, the
execution, delivery and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both) by Seller: (a) do not and will not
violate any provisions of Seller's organizational documents; (b) do not and will not conflict with, result in a breach of, constitute a default under, or violate any applicable law, judgment,
order, ordinance, injunction, decree, rule regulation or ruling of any court or governmental authority; (c) do not and will not, either alone or with the giving of notice or the passage of
time, or both, conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the
terms of, any agreement, lease, instrument, license or permit to which Seller is a party or by which Seller is bound; and (d) will not create any claim, liability, mortgage, lien, pledge,
condition, charge, or encumbrance upon any of the Station Assets.

3.4    Litigation. There is no claim, action, counterclaim, suit, litigation, labor dispute, arbitration, or other legal,
administrative, or tax proceeding, nor any order, decree, or judgment, pending, or to the knowledge of Seller threatened, against or relating to Seller with respect to the ownership or operation of
the Station or otherwise relating to the Station Assets or the business or operations of the Station.

3.5    Station and Other Licenses.

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3.6    Title to and Condition of Real and Personal Property.



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3.7    Leased Property.



3.8    Assumed Contracts. To the best of Seller's knowledge, the Assumed Contracts are in full force and effect and are legally
valid, binding and enforceable by Seller in accordance with their respective terms, except as limited by laws affecting creditor's rights or equitable principles generally. To the best of Seller's
knowledge, Seller is not in any material respect in default under Assumed Contracts.

3.9    Compliance with Laws. To the best of Seller's knowledge, Seller has complied in all material respects with, and is not in
any material respect in violation of, any federal, state or local laws, statutes, rules, regulations or orders relating to the ownership and operation of the Station.

3.10    Broker's Fees. As of the date of this Agreement through the Closing Date, other than a payment owed by Seller to Media
Venture Partners, and a payment to Star Media Group owed by Buyer, neither Seller nor any person or entity acting on Seller's behalf has agreed to pay a commission, finder's fee or similar payment in
connection with this Agreement or any matter related hereto to any person or entity, and no person or entity is entitled to any such payment from Seller in connection with the transactions
contemplated by this Agreement.

3.11    Consents. As of the date of this Agreement, except for the FCC Consent provided in Section 5.1, a filing with the Federal Trade
Commission and the United States Justice Department under the Hart-Scott-Rodino
Anti-Trust Improvements Act of 1976, as amended ("Hart-Scott-Rodino"), if applicable, and the consents listed on Schedule 1.2(c), no consent, approval, permit, or
authorization of, or declaration to, or filing with any governmental or regulatory authority or any other third party is required (a) to consummate the transactions contemplated hereby; or
(b) to permit Seller to assign or transfer the Station Assets to Buyer.

3.12    Taxes. Seller has filed all federal, state, county and local tax returns and reports required to be filed by it with
respect to taxes for which successor liability will apply, including payroll, property, withholding, social security, sales and use taxes, to the extent that such taxes relate to the Station Assets;
has either paid in full all such taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or has fully accrued on its books or has
established adequate reserves for all taxes payable but not yet due; and has made required cash deposits with appropriate governmental authorities representing estimated payments of taxes, including
employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by Seller with respect to any such
tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been assessed (or, to the knowledge of Seller, claimed or proposed) against Seller, nor has
Seller received notice of any such deficiency, delinquency or default.

3.13    Reports. All reports and statements that the Seller is required to file with the FCC have been filed, and all reporting
requirements of the FCC have been complied with in all material respects.

3.14    Trademarks and Similar Rights. To the best of Seller's knowledge, the use of the Intellectual Property in connection
with the conduct or operation of the Station has not infringed, is not infringing upon and is not otherwise violating the rights of any third party in or to such Intellectual Property or the asserted
proprietary rights of others, and no notices have been received by Seller that the use of the Intellectual Property in connection with the conduct or operation of the Station infringes

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upon or otherwise violates any rights of a third party in or to the Intellectual Property or the proprietary rights of others.

3.15    Financial Statements of Seller.

Seller
has previously delivered to Buyer Seller's unaudited balance sheet and income statement as of and for the year ended December 31, 2000 and unaudited balance sheet and
income statement as of and for the nine (9) months ended September 30, 2001. These financial statements have been prepared in all material respects in accordance with generally accepted
accounting principles consistently followed by Seller throughout the periods indicated (except that they may omit certain footnotes required by such principles and the interim financial statements do
not reflect normal year-end adjustments and accruals) and fairly present financial position of Seller as of the respective dates of the balance sheets included and the results of its
operations for the respective periods indicated.

3.16    Absence of Changes in Seller's Business Operations. With reference to the Station Assets and the operations of the
Station, from September 30, 2001 to the date hereof, there has not been any:



3.17.    Personnel.Schedule 3.17lists the names of all persons employed
by Seller directly and principally in connection with the operation of the Station. Seller is not a party to or subject to any collective bargaining agreements with respect to the Station. To the best
of Seller's knowledge, there is no representation or organizing effort pending or threatened against or involving or affecting Seller with respect to employees employed at the Station. There is no
pending or, to the best of Seller's knowledge, threatened labor dispute, strike, or work stoppage affecting the Station.

3.18    Employee Benefits.



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3.19    Environmental Matters. In respect of the Real Property:



ARTICLE 4  REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1    Organization and Standing. Buyer is a corporation duly formed, validly existing and in good standing under the laws of
the State of Delaware.

4.2    Authorization and Binding Obligation. Buyer has all necessary power and authority to enter into and perform its
obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and all other documents required hereby have been duly executed and delivered by Buyer and
constitute valid and binding obligations enforceable against Buyer in accordance with their terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors'
rights generally or the availability of equitable remedies.

4.3    Absence of Conflicting Agreements or Required Consents. Except for the FCC Consent, a filing with the Federal Trade
Commission and the United States Justice Department under Hart-Scott-Rodino, if applicable, and the consents on Schedule 1.2(c), the execution, delivery and performance of this
Agreement by Buyer: (a) do not and will not violate any provision of Buyer's organizational

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documents; (b) do not and will not require the consent of any third party or governmental authority; (c) do not and will not violate any law, judgment, order, injunction, decree, rule,
regulation or ruling of
any governmental authority; and (d) do not and will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination or
acceleration of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement, lease, instrument, license or permit to which Buyer is now subject.

4.4    Absence of Litigation. There is no claim, litigation, arbitration or proceeding pending or, to the best of Buyer's
knowledge, threatened, before or by any court, governmental authority or arbitrator, that seeks to enjoin or prohibit, that questions the validity of or that might materially hinder or impair Buyer's
performance of its obligations under this Agreement.

4.5    FCC Qualifications. To the best of Buyer's knowledge, Buyer is qualified under the Communications Act of 1934, as
amended, and the rules and regulations of the FCC to be the assignee of the FCC Licenses, it being understood that Buyer has a duty to ascertain what would cause it to lose such qualification. There
are no facts known to Buyer that would delay the consummation of the transactions contemplated by this Agreement. Buyer has no reason to believe that the FCC assignment contemplated hereby might be
challenged or might not be granted by the FCC in the ordinary course solely because of its qualifications.

4.6    Broker's Fees. Other than a payment due to Media Venture Partners, to be paid by Seller at the Closing, and a payment to
Star Media Group, to be paid by Buyer at the Closing, neither Buyer nor any person or entity acting on its behalf has agreed to pay a commission, finder's fee or similar payment in connection with
this Agreement or any matter related hereto to any person or entity, and no person or entity is entitled to any such payment from Buyer in connection with the transactions contemplated by this
Agreement.

4.7    Bankruptcy. No insolvency proceedings of any character, including, without limitation, bankruptcy, receivership,
reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Buyer or any of its affiliates are pending or threatened, and neither Buyer nor any of its affiliates has
made an assignment for the benefit of creditors or taken any action in contemplation of or which would constitute the basis for the institution of such insolvency proceedings.

4.8    Financial Qualifications. Buyer is financially qualified to consummate the transactions contemplated by this Agreement
and to certify to its financial qualifications on FCC Form 314.

4.9    Seller's Representations and Warranties. Buyer has not relied on or been induced to enter into this Agreement by any
statement, representation or warranty other than those expressly set forth in Article 3 of this Agreement.

4.10    Condition of Real and Personal Property. Prior to entering into this Agreement, Buyer has inspected the Real and
Personal Property and, assuming the accuracy of Seller's representations and
warranties set forth herein, is satisfied with its present condition, except that the transmitter site shall be free of all tenancies and occupants at the Closing.

ARTICLE 5  GOVERNMENTAL CONSENTS

5.1    FCC Application.



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5.2    Other Filings and Governmental Consents.Promptly following the execution of this Agreement, the parties shall prepare
and file with the appropriate governmental authorities any other requests for approval or waiver that are required from such governmental authorities in connection with the transactions contemplated
hereby and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such requests for approval or waiver and all proceedings necessary to secure
such approvals and waivers. If applicable, the parties will comply with the filing and waiting period requirements of Hart-Scott-Rodino. Buyer shall pay the Hart-Scott-Rodino
filing fee. Each party shall bear its own costs and expenses in connection with the preparation of any filings, documents or requests to be prepared by it in order to obtain such governmental
consents, approvals or waivers and in connection with any prosecution or defense by it of such filings, documents or requests.

ARTICLE 6  COVENANTS

6.1    Conduct of Business.



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6.2    Access.Between the date hereof and the Closing Date, Seller will afford Buyer reasonable access to the Station and its
assets. Buyer, at its sole expense, shall be entitled to make such engineering and other inspections of the Station Assets as Buyer may desire, so long as such inspection would not unreasonably
interfere with the operation of the Station.

6.3    No Inconsistent Action.Between the date of this Agreement and the Closing, each party shall use its reasonable efforts
to cause the fulfillment at the earliest practicable date of all of the conditions to the obligations of the other party to consummate the sale and purchase and shall take no actions which are
inconsistent with its obligations under this Agreement or that would materially hinder or delay the consummation of the transactions contemplated by this Agreement. In particular, neither party shall
take any action that would jeopardize the Station Licenses, result in its disqualification to hold the FCC Licenses or in any way delay grant of the FCC Application or consummation of the transactions
contemplated by this Agreement, and Buyer shall take no action which would impair its financial or other qualifications to consummate this transaction in accordance with its terms. Should either party
become aware of any such fact or circumstance, such party shall promptly inform the other.

6.4    Confidentiality.



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6.5    Further Assurances. Seller and Buyer shall cooperate and take such actions, and execute such other documents, at the
Closing or subsequently, as may be reasonably requested by the other in order to carry out the provisions and purposes of this Agreement, including, for example, promptly advising each other of all
communications relevant to the transactions contemplated by this Agreement received from the FCC after the date of this Agreement and furnishing each other with copies of all such written
communications and summaries of all such oral communications.

6.6    Booster Site Application. Seller shall file with the FCC such booster site applications for the Station as Buyer
reasonably determines. Buyer will pay for any expenses arising from such applications.

ARTICLE 7  CONDITIONS PRECEDENT

7.1    To Buyer's Obligations. The obligations of Buyer hereunder are, at its option, subject to
satisfaction or waiver by Buyer (except for prior FCC consent), at or prior to the Closing Date, of each of the following conditions:



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7.2    To Seller's Obligations. The obligations of Seller hereunder are, at its option, subject to satisfaction or waiver by
Seller (except for prior FCC Consent), at or prior to the Closing Date, of each of the following conditions:



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ARTICLE 8  DOCUMENTS TO BE DELIVERED AT THE CLOSING

8.1    Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following:



8.2    Documents to be Delivered by Buyer. At the Closing, Buyer shall deliver to Seller the following:



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ARTICLE 9  INDEMNIFICATION, SURVIVAL

9.1    Seller's Indemnities. From and after the Closing, Seller shall indemnify, defend, and hold
harmless Buyer and its affiliates and their respective members, managers, partners, directors, officers, employees, and representatives, and the successors and assigns of any of them, and any person
claiming by or through any of them, from and against, and reimburse them for, all claims, damages, liabilities, losses, costs and expenses, including, without limitation, interest, penalties, court
costs and reasonable attorneys' fees and expenses, resulting from:



9.2    Buyer's Indemnities. From and after the Closing, Buyer shall indemnify, defend and hold harmless Seller and its
affiliates and their respective members, managers, partners, directors, officers, employees, and representatives, and the successors and assigns of any of them, and any person claiming by or through
any of them, from and against, and reimburse them for, all claims, damages, liabilities, losses, costs and expenses, including, without limitation, interest, penalties, court costs and reasonable
attorneys' fees and expenses, resulting from:



9.3    Procedure for Indemnification.The procedure for indemnification shall be as follows:



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9.4    Limitations. Neither party shall be required to indemnify the other party under this Article 9 unless
(i) written notice of a claim under this Article 9 was received by the party within the pertinent survival period specified in Section 9.5; and (ii) the aggregate amount of claims
against the party to which the other party (as a Claimant) is entitled to be
indemnified under this Agreement exceeds $25,000, after which the Claimant shall be entitled to recover, and the Indemnitor shall be obligated for, all losses, costs, liabilities, damages and expenses
for Claimant, including the first $25,000 of such losses.

9.5    Survival of Representations, Warranties and Covenants. The representations, warranties, covenants, indemnities and other
agreements contained in this Agreement or in any certificate, document or instrument delivered pursuant to this Agreement are and will be deemed and construed to be continuing representations,
warranties, covenants, indemnities and agreements and shall survive the Closing for a period of two (2) years (the "Survival Period"). No claim may be brought under this Agreement unless
written notice describing in reasonable detail the nature and basis of such claim is given on or prior to the last day of the Survival Period. In the event such notice is given, the right to
indemnification with respect thereto shall survive the Survival Period until such claim is finally resolved and any obligations thereto are fully satisfied. Any investigation by or on behalf of any
party hereto shall not constitute a waiver as to enforcement of any representation, warranty, covenant or agreement contained herein.

ARTICLE 10  TERMINATION RIGHTS

10.1    Termination.

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10.2    Effect of Termination. The following sections shall survive the termination of this Agreement pursuant to Section 10.1(a):6.4(Confidentiality),11.1(Default by Seller),11.2(Default by Buyer; Liquidated Damages),11.3(Limitations on Damages), 12.3(Entire Agreement; Schedules; Amendment; Waiver),12.4(Headings), 12.5(Computation of Time),12.6(Governing Law; Waiver of Jury Trial),12.7(Attorneys' Fees),12.9(Notices),12.10(Counterparts) and13.1(Definitions).

ARTICLE 11  REMEDIES UPON DEFAULT

11.1    Default by Seller; Specific Performance. If Seller breaches or defaults in its obligations under
this Agreement, Buyer may pursue any remedies available to it. In the event of such breach of this Agreement by Seller, Buyer will incur substantial damages that are difficult to quantify.
Consequently, Seller agrees that Buyer shall be entitled, in the event of a default by Seller, to specific performance of any of the provisions of this Agreement in addition to any other legal or
equitable remedies to which it may otherwise be entitled

11.2    Default by Buyer; Liquidated Damages.If this Agreement is terminated by Seller prior to the Closing pursuant to Section 10.1(a)(i)as
a result of a breach or default by Buyer of its representations, warranties, covenants or obligations hereunder, Buyer
shall pay the Escrow Deposit to Seller as liquidated damages, in full settlement of any damages of any kind or nature that Seller may suffer or allege to suffer as a result thereof, it being
understood and agreed that the amount of liquidated damages represents Buyer's and Seller's reasonable estimate of actual damages and does not constitute a penalty. In the event that Seller is
entitled to liquidated damages, the Escrow Deposit plus interest accruing after the date that Seller became entitled to liquidated damages shall be paid over to Seller in satisfaction of Buyer's
liability for liquidated damages under thisSection 11.2,and all interest

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on the Escrow Deposit up until the date that Seller was entitled to liquidated damages shall be paid to Buyer.

11.3    Limitations on Damages.Notwithstanding the foregoing, neither party shall be liable to the other for special,
consequential, punitive or exemplary damages, and in no event shall Seller's total liability to Buyer under this Agreement (including, for example, Seller's liability to Buyer pursuant to
Section 9.1 (Seller's Indemnities)) exceed the amount of the Purchase Price received by Seller.

ARTICLE 12  OTHER PROVISIONS

12.1    Transfer Taxes and Expenses. All recordation, transfer, and documentary fees (but not including FCC fees or sales taxes,
if any) imposed on this transaction shall be paid one-half by Buyer and one-half by Seller. Sales taxes, if any, imposed in connection with the transactions contemplated by
this Agreement shall be paid one-half by Buyer and one-half by Seller. Seller shall pay the premium for the title insurance referred to in Section 7.1(h). Except as otherwise provided in this
Agreement, each party shall be solely responsible for and shall pay all other costs and
expenses (including attorney and accounting fees) incurred by it in connection with the negotiation, preparation and performance of and compliance with the terms of this Agreement.

12.2    Benefit and Assignment.This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns. Neither Buyer nor Seller may assign its rights under this Agreement without the prior written consent of the other; provided, however, that Buyer may assign
this Agreement to one or more of its wholly-owned subsidiaries so long as (i) such assignment does not result in any delay of the Closing and (ii) Hispanic Broadcasting Corporation
continues to remain liable hereunder for the obligations of the assignee(s).

12.3    Entire Agreement; Schedules; Amendment; Waiver.This Agreement and the exhibits and schedules hereto and thereto, embody
the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements and understandings relating to the matters provided for herein. Any matter that is
disclosed in a schedule hereto shall be deemed to have been included in other pertinent schedules, notwithstanding the omission of an appropriate cross-reference. No amendment, waiver of compliance
with any provision or condition hereof or consent pursuant to this Agreement shall be effective unless evidenced by an instrument in writing signed by the party against whom enforcement of any waiver,
amendment or consent is sought. No failure or delay on the part of Buyer or Seller in exercising any right or power under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other
right or power.

12.4    Headings. The headings set forth in this Agreement are for convenience only and shall not control or affect the meaning
or construction of the provisions of this Agreement.

12.5    Computation of Time. If after making computations of time provided for in this Agreement, a time for action or notice
falls on Saturday, Sunday or a federal holiday, then such time shall be extended to the next business day.

12.6    Governing Law; Waiver of Jury Trial. The construction and performance of this Agreement shall be governed by the law of
the State of California without regard to its principles of conflicts of law. Any dispute which arises under or relates to this Agreement (whether in contract, tort or both) shall be resolved in the
United States District Court for the Northern District of California, or state court, at San Jose, California. By executing and delivering this Agreement, the parties submit to the jurisdiction of
such courts. BUYER AND SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING

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RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING ANY COUNTERCLAIM MADE IN SUCH ACTION OR PROCEEDING, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED SOLELY BY A JUDGE. Buyer and Seller
hereby acknowledge that each has been represented by counsel in the negotiation, execution and delivery of this Agreement and that their lawyers have fully explained the meaning of the Agreement,
including in particular the jury-trial waiver. Any question of doubtful interpretation shall not be resolved by any rule providing for interpretation against the party who causes the
uncertainty to exist or against the drafter of this Agreement.

12.7    Attorneys' Fees. In the event of any dispute between the parties to this Agreement, Seller or Buyer, as the case may be,
shall reimburse the prevailing party for its reasonable attorneys' fees and other costs incurred in enforcing its rights or exercising its remedies under this Agreement. Such right of reimbursement
shall be in addition to any other right or remedy that the prevailing party may have under this Agreement.

12.8    Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall,
to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

12.9    Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and
shall be addressed to the following addresses or to such other address as any part may request:

If
to Seller:



With
a copy to:



and



If
to Buyer:

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With
a copy to:



Any
such notice, demand or request shall be deemed to have been duly delivered and received (a) on the date of personal delivery, (b) on the date of transmission if sent by facsimile,
(c) on the date of receipt if mailed by registered or certified mail, postage prepaid and return receipt requested, or (d) on the date of a signed receipt if sent by an overnight
delivery service.

12.10    Counterparts.This Agreement may be executed in one or more counterparts, each of which will be deemed an original and
all of which together will constitute one and the same instrument.

ARTICLE 13  DEFINITIONS

13.1    Defined Terms. Unless otherwise stated in this Agreement, the following terms when used herein
shall have the meanings assigned to them below (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

"Agreement"
shall mean this Asset Purchase Agreement.

"Assumed
Contracts" shall have the meaning set forth inSection 1.2(c).

"Buyer"
shall have the meaning set forth in the preamble to this Agreement.

"Claimant"
shall have the meaning set forth inSection 9.3.

"Closing"
shall have the meaning set forth inSection 1.1.

"Closing
Date" shall mean the date on which the Closing is completed.

"Code"
shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder, or any subsequent legislative enactment thereof, as in effect from time to time.

"Compensation
Arrangement" means any plan or compensation arrangement other than an Employee Plan or a Multiemployer Plan, whether written or unwritten, which provides to employees or
former
employees of the Station any compensation or other benefits, whether deferred or not, in excess of base salary or wages, including, but not limited to, any bonus or incentive plan, stock rights plan,
deferred compensation arrangement, stock purchase plan, severance pay plan and any other employee fringe benefit plan.

"Employee
Plan" means any pension, retirement, profit-sharing, deferred compensation, vacation, severance, bonus, incentive, medical, vision, dental, disability, life insurance or any
other employee benefit plan as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) to which Seller contributes or is bound or which Seller sponsors, or maintains.

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"Escrow
Agent" shall mean Media Venture Partners, Ltd..

"Escrow
Agreement" shall mean the agreement among Seller, Buyer and Escrow Agent substantially in the form attached hereto as Exhibit A.

"Escrow
Deposit" shall have the meaning set forth inSection 2.2(a).

"FCC"
shall have the meaning set forth in the preamble to this Agreement.

"FCC
Application" shall mean the application or applications that Seller and Buyer must file with the FCC requesting its consent to the assignment of the FCC Licenses from Seller to
Buyer.

"FCC
Consent" shall mean the action by the FCC granting the FCC Application.

"FCC
Licenses" shall have the meaning set forth inSection 1.2(a).

"Final
Order" shall mean action by the FCC with respect to the FCC Application (i) which has not been vacated, reversed, stayed, set aside, annulled or suspended, (ii) with
respect to which no timely appeal, request for stay or petition for rehearing, reconsideration or review by any party or by the FCC on its own motion is pending, and (iii) as to which the time
for filing any such appeal, request, petition or similar document or for the reconsideration or review by the FCC on its own motion under the Communications Act of 1934, as amended, has expired.

"Indemnitor"
shall have the meaning set forth inSection 9.3.

"Leased
Property" shall have the meaning set forth inSection 3.7(a).

"Liens"
shall mean mortgages, deeds of trust, liens, security interests, pledges, collateral assignments, condition sales agreements, leases, encumbrances, claims or other defects of
title, but shall not include (i) liens for current taxes not yet due and payable, (ii) other liens imposed by law (such as materialman's mechanic's, carrier's, worker's and repairman's
liens) arising in the ordinary course of business (provided that such liens do not interfere in any material respect with the use of the Station Assets as currently used and that Seller remains liable
for paying such liens), (iii) valid leases or subleases to third parties with respect to property not used in the operation of the Station, and which are listed on Schedule 1.2(h); and
(iv) in respect of the Real Property, defects in title or other matters that do not materially adversely affect the continued use of the Real Property as currently used by Seller.

"Material
Contracts" shall have the meaning set forth inSection 1.2(c).

"Other
Contracts" shall have the meaning set forth inSection 1.2(c).

"Personal
Property" shall have the meaning set forth inSection 1.2.

"Purchase
Price" shall have the meaning set forth inSection 2.1.

"Real
Property" shall have the meaning set forth inSection 1.2.

"Seller"
shall have the meaning set forth in the preamble to this Agreement.

"Station"
shall have the meaning set forth in the preamble to this Agreement.

"Station
Assets" shall mean the assets to be transferred to Buyer hereunder, as more fully specified inSection 1.2.

"Station
Licenses" shall have the meaning set forth inSection 1.2(a).

"Survival
Period" shall have the meaning set forth inSection 9.5.

"Trade-Out
Agreements" shall have the meaning set forth inSection 1.2(i).

"Upset
Date" shall have the meaning set forth inSection 10.1(a)(iii).

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13.2.    Miscellaneous Terms. The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the
term "may" is permissive. Masculine terms apply to females as well as males; feminine terms apply to males as well as females. The term "includes" or "including" is by way of example and not
limitation.

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

SELLER:

Empire
Broadcasting Corporation

By:
/s/ Robert S. Kieve

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Robert S. Kieve, President

BUYER:

Hispanic
Broadcasting Corporation

By:
/s/ McHenry T. Tichenor, Jr.

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McHenry T. Tichenor, President and CEO

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