Exhibit 10.19

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement"), made as of the 17th day of March, 2003, is by and amongSimmons Lone Star
Media, Ltd., a Utah limited partnership ("Licensee"),Simmons-Austin, LLC, a Utah limited liability company ("Operating
Company," and collectively with Licensee, the "Seller"),HBC Broadcasting Texas, L.P., a Texas limited partnership ("HBC Texas"), and HBC License Corporation,a Delaware corporation ("HBC License" and together with HBC Texas, the "Buyer").

RECITALS



WITNESSETH:

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

ARTICLE 1ASSETS 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 inSection 1.2) shall take place in the offices of the Buyer, 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 seventh day is not a normal business day), or at such other
place, time or date as Buyer and Seller may mutually agree in writing.

1.2Transfer 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, 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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1.3Excluded Assets.The Station Assets shall not include the following:



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1.4Assumption 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 and Assumed Contracts. Buyer shall not assume any
other obligations or liabilities of Seller or the Station, including (i) any obligations or liabilities under any contract or agreement not included in the Assumed Contracts, (ii) any
obligation or liabilities under the Assumed Contracts relating to the period prior to the Closing except insofar as an adjustment therefore is made in favor of Buyer under Section 2.5,
(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, (vi) any obligations relating to current or former employees of the Station and (vii) any
obligations relating to the Excluded Assets.

1.5Upgrade of Station Facilities. The parties intend to undertake certain efforts to upgrade the
Station's signal strength in the greater Austin, Texas metropolitan area, as outlined in the report of Reynolds Technical Associates attached hereto as Schedule 1.5.The parties covenant to
implement Option I (referenced onSchedule 1.5) as
promptly as practicable. In connection therewith, (i) Seller will, as promptly as practicable and at its expense, file such applications with the FCC requesting that the Station's transmitter
site be permitted to relocate to coordinates on the south side of Georgetown, Texas that are mutually acceptable to Buyer and Seller (the "New Transmitter Site") and that the Station be permitted to
broadcast from the New Transmitter Site as a Class C-3 radio station operating at 499 feet HAAT; (ii) Seller will, at its expense, complete all engineering studies and obtain
all local governmental and third party approvals incident to the commencement of operations at the New Transmitter Site; (iii) Buyer will, at its expense, pay the costs of construction of the
transmission facilities at the New Transmitter Site; (iv) Seller will ensure that radio station KFAN(FM) will apply with the FCC to downgrade from Class C-2 to
C-3 status; and (v) Buyer shall file an application with the FCC requesting that its KXTN(FM) radio station be reclassified as a Class C-0, conditioned upon the
approval of Seller's application. Buyer shall have the sole right and option to determine whether or not the rulemaking contemplated by Option II (referenced on Schedule 1.5) shall be pursued,
either concurrently with the pursuit of, or following the completion of, Option I.

1.6Time Brokerage Agreement. Concurrently with the execution and delivery of this Agreement, the
parties are entering into a Time Brokerage Agreement (the "Time Brokerage Agreement"), pursuant to which Seller will make the Station's broadcast facilities available to HBC Texas for the broadcast of
programming, including the sale of advertising time in connection therewith by HBC Texas, commencing on April 15, 2003 (the "Time Brokerage Date"). Notwithstanding anything to the contrary
contained in this Agreement or otherwise, Seller shall not be deemed to have breached or failed to comply with any representations, warranties, covenants, or agreements with respect to the Station or
the Station Assets if such breach or failure is due or caused directly by any act, omission or

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instruction of Buyer under or in connection with the Time Brokerage Agreement or any activities or transactions by Buyer in furtherance thereof or in connection therewith.

ARTICLE 2PURCHASE PRICE

2.1Purchase Price. The purchase price (the "Purchase Price") for the Station Assets shall be
$16,000,000.

2.2Deposit. The Buyer has delivered $800,000 (the "Deposit Amount") to Star Media, as the "Escrow
Agent," subject to an escrow agreement in substantially the form set forth onSchedule 2.2. The Deposit Amount is to be held subject to the
following:



2.3Payment of Purchase Price. At the Closing, Buyer shall pay Seller the Purchase Price, less the
Deposit Amount and subject to the prorations set forth inSection 2.5, by wire transfer of immediately available funds to an account at a bank or
other financial institution pursuant to wire transfer instructions that Seller shall deliver to Buyer at least five (5) days prior to the Closing Date.

2.4Allocation. The Purchase Price shall be allocated for income tax purposes in a manner as mutually
agreed between the parties based upon an appraisal prepared by Bond & Pecaro (whose fees shall be paid by Buyer). Such agreed allocations shall be used by the parties in preparing all relevant
tax returns, information reports and other tax documents and forms.

2.5Prorations. 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. Except as may be
contemplated by the Time Brokerage Agreement, 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
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, 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.

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ARTICLE 3REPRESENTATIONS AND WARRANTIES OF SELLER

Licensee and Operating Company, each as to itself as may be applicable, represents and warrants to Buyer that, except as otherwise disclosed in the schedules to
this Agreement (the "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:

3.1Organization and Standing.



3.2Authorization and Binding Obligation. As of the date of this Agreement through the Closing Date,
Operating Company and Licensee each has all necessary power and authority to enter into and perform its respective 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 both Operating Company
and Licensee 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.

3.3Absence 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 Operating
Company and Licensee, respectively: (a) do not and will not violate any provisions of their organizational documents; (b) do not and will not conflict with, result in a material 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 material breach of, constitute a material 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 Operating Company or Licensee is a party or by
which either Operating Company or Licensee is bound; and (d) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance upon any of the Station Assets.

3.4Litigation. Other than as set forth on Schedule 3.4, 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 either Operating
Company or Licensee threatened, against or relating to either Operating Company or Licensee 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.

3.5Station and Other Licenses.



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3.6Title to and Condition of Station Assets.



3.7Assumed Contracts. To the best of the knowledge of Operating Company and Licensee, respectively,
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 the knowledge of Operating Company and Licensee, respectively, neither Operating Company nor Licensee is in any material respect in default
under Assumed Contracts.

3.8Compliance with Laws. To the best of the knowledge of Operating Company and Licensee, Operating
Company and Licensee, respectively, have complied in all material respects with, and neither is 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.

3.9Broker's Fees. As of the date of this Agreement through the Closing Date, other than a payment
owed by Seller to Star Media Group, neither Seller nor any person or entity acting on Seller's

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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.

3.10Consents. As of the date of this Agreement, except for the FCC Consent provided in Section 5.1and the consents with
respect to certain of the Assumed Contracts so designated 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 either Operating Company or Licensee to assign or transfer the Station Assets
to Buyer. The assignment or transfer of the Assumed Contracts, including leases, shall be completed at no additional cost to Buyer, and Seller shall save and hold Buyer harmless from any and all such
costs.

3.11Taxes.



3.12Reports. All reports and statements that either Operating Company or Licensee are required to
file with the FCC in respect of the Station have been filed, and all reporting requirements of the FCC have been complied with in all material respects.

3.13Financial Statements of the Station. Operating Company and Licensee have previously delivered to
Buyer the unaudited balance sheet and income statement for the Station as of and for the year ended December 31, 2002. These financial statements have been prepared in all material respects in
accordance with generally accepted accounting principles consistently followed by Operating Company and Licensee 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 the Station as of the respective
dates of the balance sheets included and the results of their operations for the respective periods indicated.

3.14Absence of Changes in Seller's Business Operations. With reference to the Station Assets and the
operations of the Station, from December 31, 2002 to the date hereof, there has not been any:



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3.15Personnel.



ARTICLE 4REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1Organization and Standing. HBC License is a corporation duly formed, validly existing and in good
standing under the laws of the State of Delaware. HBC Texas is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Texas.

4.2Authorization 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

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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.

4.3Absence of Conflicting Agreements or Required Consents. Except for the FCC Consent, the
execution, delivery and performance of this Agreement by Buyer: (a) do not and will not violate any provision of Buyer's organizational 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.

4.4Absence 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.

4.5FCC 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.

4.6Broker's Fees. 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.

4.7Financial Qualifications. Buyer is financially qualified to consummate the transactions
contemplated by this Agreement and to certify to its financial qualifications on FCC Form 314.

4.8Seller'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.

ARTICLE 5GOVERNMENTAL CONSENTS

5.1FCC Application.



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5.2Other 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. 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 6COVENANTS

6.1Conduct of Business.



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6.2Access.Between the date hereof and the Time Brokerage Date and thereafter as contemplated in the
Time Brokerage Agreement, Seller will afford Buyer reasonable access to the Station and the Station 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.

6.3No 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.

6.4Confidentiality.



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6.5Further 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.

6.6Employees; ERISA.



6.7Agreement with Fritz Broadcasting Co.Attached hereto as Schedule 6.7is a true and correct copy of a letter
agreement (as amended to date, the "Fritz Letter Agreement") between Seller and Fritz
Broadcasting Co. ("Fritz"). On and after the Closing, (i) Seller will assign to Buyer its rights to cause Fritz to make certain modifications to KFAN-FM, as contemplated by the
Fritz Letter Agreement, and (ii) Buyer will assume Seller's obligations to pay to Fritz the sum of $900,000 (of which $650,000 is to be paid at Closing and $250,000 is to be placed into an
escrow) and to reimburse Fritz for out-of-pocket costs associated with the modifications to KFAN-FM, all as contemplated by the Fritz Letter Agreement. Further,
Buyer will reimburse Seller at the Closing for the $100,000 down payment previously made by Seller under the Fritz Letter Agreement.

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6.8Cooperation Relative to Accounts Receivable.Following the Time Brokerage Date, the Buyer shall
(i) assist the Seller, as reasonably requested in the collection of the Accounts Receivable for a period of 120 days (it being understood that Buyer is not required to expend any of is
own funds in connection therewith), (ii) deliver to the Seller, on or before the 15th, 30th, 45th, 60th, 75th,
90th and 120th days following the Time Brokerage Date (each, a "Turnover Date") and thereafter, any checks or other instruments received by the Buyer in respect of the
Seller's Accounts Receivables (and endorse to the order of Seller any such checks which are erroneously made payable to the Buyer). In addition, the Buyer hereby agrees and acknowledges
(a) that the Accounts Receivable are solely the property of the Seller, (b) that all payments received by the Buyer on account of the Accounts Receivable shall be held in trust for the
benefit of the Seller and (c) that all such payments shall be delivered to Seller together with any necessary endorsements thereon, on each Turnover Date and thereafter. To the extent that
Seller has not received payment on any Accounts Receivable as of the 120th day following the Time Brokerage Date, Buyer shall have no further obligation or right to collect the Accounts
Receivable, unless otherwise agreed upon by Seller and Buyer, and Buyer shall promptly return any and all documentation related to the Accounts Receivable to Seller. Notwithstanding the foregoing,
Buyer shall have no obligation to contact account debtors or undertake other collection efforts in respect of Seller's Accounts Receivables.

6.9Studio Facility Operations. On or prior to Closing, Seller shall remove all of its operations,
including its AM radio operations (which shall include, but not be limited to, all assets and personnel), other than those pertaining to the Station, from the leased property assumed by Buyer pursuant
to this Agreement.

ARTICLE 7CONDITIONS PRECEDENT

7.1To 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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7.2To 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:



ARTICLE 8  DOCUMENTS TO BE DELIVERED AT THE CLOSING

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



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



ARTICLE 9INDEMNIFICATION, SURVIVAL

9.1Seller'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:



9.2Buyer'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,

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losses, costs and expenses, including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses, resulting from:



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



9.4Limitations. 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 additional losses, costs, liabilities, damages
and expenses for Claimant. In calculating the amount of losses to the Buyer or the Seller underSection 9.1 and Section 9.2,
(a) such losses shall be reduced by any recovery received from any third party (including insurance proceeds) as a result of the

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facts or circumstances giving rise to the losses, and (b) no amount shall be included in such losses except for the party's actual out-of-pocket costs and expenses.

9.5Survival 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 18 months (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

10.1Termination.



10.2Effect of Termination. The following sections shall survive the termination of this Agreement
pursuant toSection 10.1(a):6.4(Confidentiality), 11.1(Default),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).

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ARTICLE 11REMEDIES UPON DEFAULT

11.1Remedies Generally. The parties acknowledge that the Station Assets and the transactions
contemplated hereby are unique, that a failure by Seller or Buyer to complete such transactions will cause irreparable injury to the other, and that actual damages for any such failure may be
difficult to ascertain and may be inadequate. Consequently, Seller and Buyer agree that each shall be entitled, in the event of a default by the other, to specific performance of any of the provisions
of this Agreement in addition to any other legal or equitable remedies to which the non-defaulting party may otherwise be entitled.

11.2Limitations 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 toSection 9.1(Seller's Indemnities) and Buyer's liability to Seller pursuantto
Section 9.2(Buyer's Indemnifies)) exceed the amount of the Purchase Price if after Closing, or the Deposit Amount, if before Closing.

ARTICLE 12OTHER PROVISIONS

12.1Transfer 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. 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.

12.2Benefit 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 and may assign the right to have the Station Licenses assigned to a designated trustee, so long as (i) any
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 any assignee(s).

12.3Entire 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.

12.4Headings. 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.

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12.5Computation 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.

12.6Governing Law;. The construction and performance of this Agreement shall be governed by the law
of the State of Texas without regard to its principles of conflicts of law.

12.7Attorneys' 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.

12.8Severability. 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.

12.9Arbitration.



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Notwithstanding
the applicability of any other law to this Agreement, the arbitration clause or Related Documents between the parties, the Federal Arbitration Act, 9 U.S.C.
Section 1,et seq., shall apply to the construction and interpretation of this arbitration clause.

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12.10Notices. 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:   |  | c/o Simmons Media Group, LLC
515 South 700 East, #1C
Salt Lake City, Utah 84102
Attention: David E. Simmons
Telephone: 801-323-9315
Telecopier 801-323-9316
E-mail: dsimmons@simmonsmedia.com      
|--------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|With a copy to: |  | Laurie S. Hart
Callister Nebeker & McCullough
Gateway Tower East #900
East South Temple Street
Salt Lake City, UT 84133
Telephone: 801-530-7456
Telecopier: 801-364-9127
E-mail: lshart@cnmlaw.com 
|If to Buyer:    |  | c/o Hispanic Broadcasting Corporation
3102 Oak Lawn Avenue, Suite 215
Dallas, Texas 75219
Attn: Jeffrey T. Hinson, Senior Vice President
Fax: 214-525-7750
E-mail: jhinson@hispanicbroadcasting.com
|With a copy to: |  | Hallett & Perrin
2001 Bryan St., Suite 3900
Dallas, Texas 75201
Attn: Bruce H. Hallett
Fax: 214-922-4170
E-mail: bhallett@hallettperrin.com                                                        

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.

12.11Counterparts.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 13DEFINITIONS

13.1Defined 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.

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"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.

"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 Licensee to
HBC License; provided, however, that in the event that the merger of Hispanic Broadcasting Corporation and Univision Communications Inc. ("Univision"), MB Docket No. 02-235,
has not been consummated at the time the FCC Applications are to be filed, the FCC Applications also shall include an application seeking consent to the assignment from Licensee to HBC License as
owned and controlled by Univision.

"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.

"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 and (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).

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

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

"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.

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

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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[signature
page of Asset Purchase Agreement]

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

|SELLER |  | Simmons-Austin, LLC                                                        
|------ |  | ---------------------------------------------------------------------------
|       |  | By:                                                                        
|       |  | Simmons Lone Star Media, Ltd.
By Simmons Media Group, LLC (general partner)
|       |  | By:                                                                        
|BUYER  |  | HBC License Corporation                                                    
|       |  | By:                                                                        
|       |  | HBC Broadcasting Texas, L.P.
By HBC GP Texas, Inc. (general partner)       
|       |  | By:                                                                        

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