Attachment XEPRS Broadcast Comp

This document pretains to 325-RWL-20130513-00003 for Renewal on a Permit to Foreign Broadcast filing.

IBFS_325RWL2013051300003_1005668

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                                                                           Please reply to JOHN M. PELKEY
                                                                        jpelkeygsblaw.com TEL EXT 2528

May 10, 2013                                  0 R 1 61          ,


VIA FEDERAL EXPRESS

Federal Communications Commission
do U.S. Bank
Government Lockbox 979093
SL-MO.-C2-GL
1005 Convention Plaza
St. Louis, MO 63101
Attention: FCC Government Lockbox

        Re:        Broadcast Company of the Americas, LLC
                   FCC Form 308 - Application for Renewal of Permit to Deliver Programs to Foreign
                   Broadcast Station
                   XEPRS(AM), Rosarito, BC

Dear Sir/Madam:

        Submitted herewith in duplicate is an FCC Form 308, application for permit to deliver programs
to foreign broadcast station, submitted by Broadcast Company of the Americas, LLC ("BCA"), whereby
BCA seeks renewal of its authority under Section 325(c) of the Communications Act to deliver
programming to XEPRS(AM), Rosarito, BC.

       Also, submitted herewith are the FCC Form 159 and requisite filing fee of $95.00. Should there
be any questions concerning this matter, please communicate directly with this office


                                                   Sincerely,



                                                   Jo   M. Pelkey


JMP:yg
Enclosures



DCDOCS:712903. 1


FOR COMMISSION USE ONLY
File No.

                                                  United States of America
                                            Federal Communications Commission
                                                  Washington, DC. 20554

             APPLICATION FOR PERMIT TO DELIVER PROGRAMS TO FOREIGN BROADCAST STATIONS
                  (Carefully read instructions before filling out Form - RETURN ONLY FORM TO FCC)

1.   Name of applicant          Street Address or P.O. Box          City          State   Zip Code              Telephone No.

Broadcast Company of the Americas, LLC, 6160 Cornerstone Court East, #100, San Diego, CA 92121                  (858) 673-9049

2.   Name and address to whom communication should be sent if different from item 1.
     Name                  Street Address or P.O. Box   City               State     Zip Code         Telephone No.

John M. Pelkey, Garvey Schubert Barer, 5th Floor, 1000 Potomac Street, NW, Washington, DC 20007, 202-965-7880


3.   Legal identity of applicant: (only check one box)
      Individual            ( ) Partnership           ( ) Corporation        ( ) Government Entity              (X)Other
If Other specify:
                    Limited liability company
4. Application is for:
                    New Authorization
           (X)      Extension of Existing Authority

5.   If applicant is an individual, is applicant a citizen of the United States? DNA                 ( ) Yes           ( ) No

6.   If applicant is a partnership, are all partners citizens of the United States? DNA              ( ) Yes           ( ) No

7.   If Applicant is a corporation: DNA                                                              ( ) Yes           ( ) No

     a. Under laws of what state was it organized?

     b. Is more than one-fifth of the capital stock of the corporation owned of record or may it be voted by aliens or their
     representatives or by a foreign government or representative thereof, or by any corporation organized under the laws
     of a foreign country?                                                                            ( ) Yes          ( ) No

     c. Is any officer or director of the corporation an alien?                                      ( ) Yes           ( ) No

If the answer is yes, give the following for each:

           Name                                       Nationality                                    Position




                                                                                                                            FCC 308
                                                                                                                           July 1988


     d.   Is applicant directly or indirectly controlled by any other corporation?                            ) Yes ( ) No
          If the answer is Yes, give the following for the controlling corporation.

          Name                                       Address                              State in which organized



     e.   Is more than one-fourth of the capital stock of the controlling corporation either owned or record; or may it be
          voted by aliens, their representatives, or by a foreign government or representative thereof, or by any corporation
          organized under the laws of a foreign country?                                                ( ) Yes          ( ) No

     f.   Is any officer or more than one-fourth of the directors of the corporation an alien?             ( ) Yes           ( ) No

          Name                                       Nationality                          Position         Number of Directors




     g. Is the above-described controlling corporation in turn a subsidiary?                               ( ) Yes           ( ) No
          If the answer is Yes, attach as Exhibit No. I additional information answering the holding company questions in
          this paragraph for each company, to and including the organization having ultimate control.


8.   a.   If the applicant is an unincorporated association, give the following:      Limited liability Company - See Exhibit I.

          Total number of members                    Number of Alien members (if any)

                    1                                       0


     b.   State the following for alien officers or directors (if any): DNA

          Name                                       Nationality                                           Position




                                                                                                                        FCC 308(Page 2)
                                                                                                                              July 1988


9.   a.   What is applicant's principal business? Production of programming, promotion and sales of advertising time.


     b.   Does applicant or any party to this application have any interest in, or connection with, any AM, FM, or TV
          broadcast station (either domestic or foreign), or any application pending before the commission?
                                                                                                        (X)Yes        ()No

          If the answer is Yes, attach Exhibit No. II giving full particulars.


10. Is applicant a representative of an alien or of a foreign government?                                ( ) Yes           (X) No

          If the answer is Yes, explain.


11. a.    Has any radio station authorization previously issued to the applicant or party to this application been revoked,
          either by the Commission or by any Court?                                                     ( ) Yes         (X) No

     b.   Has any previous application by the applicant or party to this application been denied by the Commission or by a
          predecessor agency?                                                                         ( ) Yes        (X) No
          Applicant has had two Section 325 applications dismissed because they had become moot. See 325-STA-
          20050701-00016 and 325-N EW-20050426-0001 1.
          If the answer to (a) and/or (b) is Yes, explain:

12. a.    Has applicant or any party to this application been found guilty by any court of any felony?( ) Yes              (X)No

     b.   Has applicant or any party to this application been finally adjudged guilty by a federal court of the violation of the
          laws of the United States relating to unlawful monopoly, restraint of trade, and/or unfair methods of competition?
                                                                                                         ( ) Yes           (X)No

          If the answer to (a) and/or (b) is Yes, explain.




                                                                                                                      FCC 308(Page 3)
                                                                                                                            July 1988


13. Address of studio or other place at which programs will originate.
6160 Cornerstone Court East, #100, San Diego, CA 92121

14. State ownership of originating facilities.
The studio equipment is owned by the applicant. The building space being used for the studios is being leased from a
        commercial landlord.

15. Describe the means (wireline, radio link, or other method) whereby programs will be delivered to foreign station(s),
        including names of any interconnecting common carriers.
Applicant uses a satellite link provided by National Public Radio to deliver the programming to XEPRS.

16. Give the location, type, and authorized power of foreign station(s) to which programs will be delivered, and identify the
        licensee or operating agency of such station(s).
See Exhibit Ill

17. Attach as Exhibit No. V a full explanation of the legal relationship between the applicant and foreign station(s)
        involved, including a copy of contract (if any) with foreign station(s).

18. (a) Attach as Exhibit No. VI a statement as to whether program deliveries are to be intermittent or regularly
         scheduled, and the average number of hours per day, week and/or month during which the foreign station(s)
         involved will broadcast such programs.

    (b) Attach as Exhibit No. VI a detailed description of the nature and character of the programming proposed and the
        language to be employed.

                                                       CERTIFICATION
    The APPLICANT acknowledges that all statements contained in this application and attached exhibits are material
representations, and that the exhibits forming a part of this application are incorporated herein as if set out in full in the
application. The undersigned certifies that the statements contained in this application are true, complete, and correct to the
best of his/her knowledge and belief and are made in good faith.                           /
                                            lilA
    Signed and dated this 1        day of   fV/e1<201 3

    Broadcast Company of the Americas, LLC                                       ________________________
                                                                                    (Signature)
                                                                                   Vice President

 WILLFUL FALSE STATEMENTS MADE ON THIS FORM
  ARE PUNISHABLE BY FINE AND IMPRISONMENT.
       U.S., CODE, TITLE 18, SECTION 1001.

EXHIBITS furnished as required by this form:

Exhibit No.    Para. No. of Form     Name of officer or employee (1) by whom or (2) under whose           Official Title
                                     direction exhibit was prepare (show which)
      I        7                     Norman Feuer                                                      Vice President
     II        9(b)                  Norman Feuer                                                      Vice President
     III       16                    Norman Feuer                                                      Vice President
     IV
     V         17                    Norman Feuer                                                      Vice President
    VI         18                    Norman Feuer                                                      Vice President



                                                                                                                  FCC 308(Page 4)
                                                                                                                        July 1988


    Application for Renewal of Permit to Deliver Programs to Foreign Broadcast Stations
                                              Broadcast Company of the Americas, LLC
                                                             XEPRS(AM), Rosarito, BC
                                                                               Exhibit I

                                 Structure of the Applicant

       The applicant, which currently holds a Section 325 authorization to provide
programming to XEPRS(AM) (325-NEW-20030303-00001 and 325-RWL-20080412-
0000 1) and which hereby seeks a renewal of that authorization, is a limited liability
company organized under the laws of the State of California.

        No officer, director or member of the applicant is an alien.




DCDOCS:712852.1


     Application for Renewal of Permit to Deliver Programs to Foreign Broadcast Stations
                                               Broadcast Company of the Americas, LLC
                                                              XEPRS(AM), Rosarito, BC
                                                                               Exhibit II


                                    Broadcast Interests

        In addition to the Section 325 authorization that is the subject of this renewal
application, Broadcast Company of the Americas, LLC, holds authorizations under
Section 325 of the Communications Act to provide programming to XEKTT (also known
as XEPE) (325-NEW-20050426-00012) and XHPRS-FM (formerly XHBCE-FM) (325-
New-20050425-0001O and 325-RWL-201 10120-00001).

       Mr. Norman Feuer, who is Vice President and General Manager of the applicant,
holds an attributable interest in JMJ Broadcasting Company, Inc., licensee of
KXGL(FM), FID 39781, Amarillo, TX, and KTPK(FM), FID 67334, Topeka, KS.

      Broadcast Company of the Americas, LLC, has entered into an arrangement with
Compass Radio of San Diego, Inc., licensee of KPRI(FM), FID 51503, Encinitas, CA,
whereby Compass sells advertising time on the stations being programmed by Broadcast
Company of the Americas.

        Other than as set forth above, neither the applicant nor any principal holds any
interest in any broadcast station or pending application for a new broadcast station.




DC_DOCS:712852. I


     Application for Renewal of Permit to Deliver Programs to Foreign Broadcast Stations
                                               Broadcast Company of the Americas, LLC
                                                              XEPRS(AM), Rosarito, BC
                                                                              Exhibit III

                    Foreign Station(s) to which Programming will be Delivered

         The programming will be delivered to XEPRS(AM).

        XEPRS(AM), Rosarito, B.C., holds authority from the Mexican government to
operate on 1090 kHz at 50 kW non-directionally during the day and at 50 kW with a
three tower directional array at night. The holder of the concession for XEPRS(AM) is
Interamericana de Radio, S.A. de C.V.




DC_DOCS:7 12852.1


     Application for Renewal of Permit to Deliver Programs to Foreign Broadcast Stations
                                               Broadcast Company of the Americas, LLC
                                                              XEPRS(AM), Rosarito, BC
                                                                              Exhibit V

                    Relationship Between the Applicant and the Foreign Station

        By the foregoing application, the applicant is seeking authority to continue
delivering programming to XEPRS(AM). Applicant has entered into an agreement (a
copy of which, as redacted to exclude provisions setting forth the proprietary financial
terms, is attached) with the Concession Holder (as defined in Exhibit III) whereby it is
providing programming, including commercial material, to XEPRS(AM). There is no
legal relationship between the applicant and the Concession Holder other than as a
consequence of the fact that the applicant is providing programming over the Concession
Holder's station.




DC_DOCS:7 12852.1


                                           INTERAMERICANA DE
II E PRS
 1090 KIlL 50000 WAiTS
                                        BLVD. AGUACAIJENTE 10535 DESP. 508 CONDOMINJO GALLEGO, FRACC. CUAFULTEPEC
                                        E-mafl: xeprteInoinet * TEL: 688-52-28 FAX: 888-11-96 TLJLNA. B.C., MEXiCO. CR 22420
                                                               P.O. BOX 640 CHULA VISTA, CA. 91912




          THIS EXCLUSIVE PROMOTIONAL, PROGRAMMING AND SALES
     AGREEMENT IS MADE AS OF FEBRUARY 26 2003 BETWEEN
     INTERAMERKANA 0 E RADIO, S .A. DE C IV., REPRESENTED HEREIN BY
     MR. BERNARDO BICHARA KAWAS (HEREINAFTER, 'CONCESSION
     HOLDER*) AND BROADCAST ORPOR*TION OF THE AMERICAS,
     REPRESENTED HEREIN BY MR. /JOHN LYNCH (HEREiNAFTER, 'THE
     CLIENT").                 €n74t7

                                RECITALS and REPRESENTATIONS

      I.-   "CONCESSION HOLDER" DECLARES AND REPRESENTS THROUGH
      ITS REPRESENTATIVE THAT:

               a)        It is a commercial corporation duly organized in accordance with
                         the laws of Mexico, as evidenced by Public Instrument Number
                         3043, dated September 7, 1989, granted before Mr. Caries
                         Rousseau Garza, Notary Public Number 74 in Cludad Guadalupe,
                         Nuevo Leon, and filed in the Public Registry of Property and
                         Commerce of TUuana, Baja California under number 21851 on
                         January 19, 1990.

               b)        It is registered with the Federal Taxpayer Registry (Registro
                         Federal dc Contribuyentes) under number IRA-441 106-Q74 and
                         domiciled at Blvd. Agua Calierite No, 10535-505, Tijuana, Baja
                         California, Mexico 22420.
               c)        It Is the holder of a concession and certain authorizations
                         (collectively, the 'Permit") issued by the Mexican Secretaria
                         Communicaciones y Transports (SCT), in accordance with
                         applicable treaties between the Government of the United States of
                         America and the Government of the United Mexican States, for the
                         operation of radio station XEPRS. Its primary corporate purpose is
                         the commercial sale of advertising airtime for radio station XEPRS
                         which transmits during day and night on frequency 1090 Khz, with
                         50,000 watt power, as well as the sale of alrtlme for the
                         transmission of advertising campaigns for products and/or services,
                         strictly In accordance with Articles 41 and 42, Section Ii of the
                         Regulations relating to the Federal Radio and Television Law and
                         any other laws and regulations applicable to the radio Industry.
               d)        It wishes to enter into this agreement for the sale of airtime so that
                         BROADCAST CORPORATION OF THE AMERICAS may provide


                                           INTERAMERCANA DE RADIO SA de C.V.
HEPRS
iogo KHZ. 6a,000 WATTS
                                        BLVD. AGUA CAUENTE 1O35 DESP. 5P CON)OMINIO GALLEGO, FRACC. CI-IAFULTEPC
                                        E.rua: xeps©IeInor.rtt TEL: 686-52-28 FAX: 886-11-98 TIJUAA, B.C., MEXICO. C.P. 22420
                                                               P.O. BOX 5413 CHULA VtSTA, CA. 192


                         promotional, programming and a dvertising services u tilizing, on a
                         temporary basis, the total transmission time of radio station
                         XEPRS, subject to the conditions and limitations set forth hereafter.

              e)         The above-named representative has sufficient power and authority
                         in accordance with applicable Law to enter into this agreement on
                         behalf of "CONCESSION HOLDER1, which authority has not been
                         amended or revoked as of the date hereof.


     Il.- "THE CLIENT11 DECLARES AND REPRESENTS THROUGH ITS
     REPRESENTATIVE THAT:

              a)         It is a corporation duly organized In accordance with the laws of the
                         United States of America.
              b)         Its address is located at 10145 Pacific Heights Blvd., Suite 810,
                         San Diego, California.

              c)         It possesses, or will possess on the day on which such
                         Programming, as that term is defined below, is aired over XEPRS,
                         all requisite copyrights, trademarks, patents or other intellectual
                         property rights legally required for the production by it of the
                         Programming and that, in accordance with the terms, conditions
                         and limitations set forth in this Agreement, it shall transmit such
                         Programming over the facilities of XEPRS in strict compliance with
                         any applicable law.


     Ill.-     BOTH PARTiES DECLARE:
               That they wish to enter into this agreement for the purpose ofallowing
               "THE CLIENT" to provide promotional, programming and advertising sales
               services utilizing, on a temporary basis, the total transmission time of radio
               station XEPRS, which services shall at all times strictly comply with any
               and all applicable laws and regulations, as well as with the conditions set
               forth in the Permit, in accordance with the following:

                                               COVENANTS
                                                                                                                          /q
     FIRST.- PURPOSE.. "CONCESSION HOLDER" hereby grants to 'THE
     CLIENT" the right to air its programming over the facilities of XEPRS twenty-four
     hours per day, seven days per week, except as set forth herein. "THE CLIENT'S"
     programming (the "Programming") shall consist of such programming, including,


                                        INTERAMERICANA DE RADIO SA. de C.V.
HEPRS
1090 KIIZ. 50,000 WATTS
                                     BLVD. AGIJA CAUENTE 10535 DESP. 508 COWDOMINIO GALLEGO, FRACC. CHAPIJLTEPEC
                                      -rr.ail: xepr8teInoinet * TEL: 686-52-28 FAX: 086-11-96 11JUAUA, ac., MEXICO. C.P. 22420
                                                             P.O. OOX 5413 CHULA VISTA, CA. 91912


     without limitation, commercial advertisements, chosen by THE CLIENT that
     comports with the terms of this Agreement and with the Federal Radio and
     Television Law and all other applicable legal restrictions and requirements
     including, without limitation, the rules, regulations and policies of the Federal
     Communications Commission and the SCT ("Legal Requirements"). In particular,
     "THE CLIENT' agrees to include in the Programming any announcements
     necessary to satisfy any station identification announcements mandated by Legal
     Requirements.

     in consideration of the foregoing sale of airtime, "THE CLIENT" shall pay
     "CONCESSI ON HOLD ER" as follows:
     A).-      Year 1:                                                  .S. DOLLARS) as
               an upfront payment on the Effective Date (as defined below) of this
               Agreement. The Effective Date of this Agreement shall be the latter of
               (l)the date on which this agreement has been signed by both
               "CONCESSION HOLDER" and 'THE CLIENT' or (ii) the date on which
               XEPRS has been granted a permit by the Mexican government to
               broadcast in English. In addition to the payment specified above, "THE
               CLIENT" shall pay the operating expenses of station "XEPRS
               INTERAMERICANA DE RADIO, S.A, DE C.V." in Rosarito, B.C. to
               "CONCESSION HOLDER" during the term of this agreement. In
               implementation of this provision, "CONCESSION HOLDER" shall bill "THE
               CLIENT' each Wednesday for the operating expenses for XEPRS for that
               week. Such bill shall be accompanied by supporting documentation
               evidencing such expenses. "THE CLIENT" shall then wire the billed
               amount to the "CONCESSION HOLDER" on Thursday of the same week.
               The expenses shall then be paid by "CONCESSION HOLDER' on Friday
               of that same week. "CONCESSION HOLDER" has Informed "THE
               CLIENT" that the normal operating expenses of the station are $
               per month and the parties expect that this amount will decrease as a result
               of the measures being taken by the parties as set forth below in this
               Clause.
      B).-     Year 2:                  -

               DOLLARS), divided into twelve monthly payments of         . -    *
               each (payable every month in advance), plus the monthly operating
               expenses of station "XEPRS INTERAMER1CANA DE RADIO, S.A. DE
               C.V,", paid as set forth in subparagraph A.
      C).-     Year 3:
               THOUSAND U.S. DOLLARS), divided into twelve monthly payments of
                                   -s each (payable every month in advance), plus the
               monthly operating expenses of. station "XEPRS INTERAMERICANA DE
               RADIO, S.A. QE C.V.", paid as set forth in subparagraph A.


                                      INTERAMERICANA DE RADIO S.A. d C.V.
IIEPRS
1090 KIIZ. 50,000 WATTS
                                   BLVD. AGUA C.ALIENTE 10535 DESP. 506 CONDOMINIO C3ALLEGO. FRACC. CIIAPULTEPEC
                                    -ma: xoprIeInor.net TEL,: 686-5-28 FAX: &9611.90 TIJUANA, B.C., MEXICO. C.P. 2242C
                                                          P.O. BOX 5413 CHULA VISTA, CA. 91912




      D)-      Year4:
               U.S. DOLLARS), divided into twelve monthly payments of
               Dollars each (payable every month in advance), plus the monthly
               operating expenses of station "XEPRS INTERAMERICANA DE RADIO,
               S.A. DE C.V.", paid as set forth in subparagraph A.
     E).-      Year 5:
               THOUSAND U.S. DOLLARS), divided into twe!ve montnly payments or
                                      each (payable every month in advance), plus the
               monthly operating expenses of station "XEPRS INTERAMERICANA DE
               RADIO, S.A. DE C.V.", paid as set forth in subparagraph A.
     "BROADCAST CORPORATION OF THE AMERICAS", 'THE CLIENT", may not
     under any circumstances withhold payment and hereby agrees to fully and timely
     pay the foregoing amounts when due.
     "CONCESSION HOLDER" and "THE CLIENT" shall jointly work to lower
     operating expenses as much as possible.

     The foregoing payment does not include any special transmission, remote
     controls or links within or outside the United States of America or Mexico, game
     shows, prizes, promotions, payment of rights for the granting of permits, special
     or additional equipment, insertions In printed or any other type of media required
     to publicize the Programming or the content of the station, Therefore, if required,
     the costs of these or any similar concepts shall be borne by "BROADCAST
     CORPORATION OF THE AMERICAS", "THE CLIENT". Notwithstanding the
     foregoing, "CONCESSION HOLDER," at "THE CLIENT'S" request, shall make
     space available at the XEPRS transmitter site or studios at no additional charge
     for the installation of such equipment as "THE CLIENT" may deem reasonably
     necessary for the reception of the Programming from "THE CLIENT'S" studios.
     "CONCESSION HOLDER" shall, at "THE CLIENT'S" expense, take all steps
     reasonably necessary to prepare and file any applications with the SCT or other
     appropriate governmental agency as may be required for the installation or
     operation of such equipment.
      Subject to "CONCESSION HOLDER'S" receipt of a renewal of the Permit, this
      Agreement shall be in effect for an initial period of 5 (five) years commencing on
      the tatter of March 1, 2003, or the Effective Date of this agreement (the "Initial
      Term"). Each year that this agreement is in effect during the Initial Term or
      Renewal Term (as defined below) shall be referred to herein as an "Agreement
      Year." The term of this agreement may be renewed for 3 (three) additional
      periods of 5 (five) years each (each, a "Renewal Term") upon mutual agreement
      of the parties. The increase In the annual payment to be paid to "CONCESSION
                                                                                                                  4
      HOLDER" by "THE CLIENT" for each Agreement Year of a Renewal Term shall
      not exceed the increase In the Consumer Price Index between the first day of


                                                                                                            4


                                     INTERAMERLCANA DE RADIO SEA. de CV.
HEPRS
100 KMZ. 60,00D WATTS
                                   LV0, AOUACAUNTE 10535 DESP. 508 CONDOMINIO CALLEGO, FRACC CHAIDIJLTEPEC
                                  E.m3iI: xepr&teInor.aet • TEL: 88 2-28FAX 886-11-98 TIJUANA, 8.C., MEXICO. CP. 2242C
                                                             P.O. BOX 5413 CHULA VISTA, CA. 91812


     the first full month of the Agreement Year for which the new payment is being
     calculated and the first day of the corresponding month of the immediately
     preceding Agreement Year. References in this agreement to the "Consumer
     Price Index" are to the Consumer Price Index for All Urban Consumers, U.S. City
     average, as provided by the United States Department of Labor, Bureau of Labor
     Statistics.
     At the conclusion of each five year term, 'CONCESSION HOLDER" shall
     (a) offer to sell radio station XEPRS to "THE CLIENT" at a price to be mutually
     agreed by the parties, (b) offer a five year extension as described in the
     preceding paragraph or (c) pay "THE CLIENT", as consideration for "THE
     CLIENT'S" efforts in Improving the value of XEPRS, a sum that is equal to ten
     times the trailing cash flow of XEPRS for the one year period ending on the last
     day of the full month immediately preceding the date that is the expiration date of
     the then effective Initial Term or Renewal Term. For purposes of this agreement,
     trailing cash flow shall be defined as the net income of the Programming
     (including, without limitation, all revenue defined in Clause 5) and any ether
     programming aired over XEPRS (if any) plus income taxes, depreciation,
     amortization, interest, corporate overhead a nd any n on-cash Items of e xperise
     and minus any non-cash items of income. Such trailing cash flow shall be
     calculated in accordance with the conventions of the radio broadcast Industry
     and, to the extent not inconsistent with such conventions, Generally Accepted
     Accounting Principles.
     If "CONCESSION HOLDER" and "THE CLIENT" cannot agree on a sale price for
     radio station XEPRS or on the compensation to be paid in the new five year
     period for this agreement, the parties shall select an arbitrator to determine such
     price.
              "CONCESSION HOLDER" shall provide "THE CLIENT" with written
      notice, sent to the address for "THE CLIENT" set forth in the Recitals and
      Representations above (or such successor address specified by "THE CLIENT"
      by written notice to "CONCESSION HOLDER"), as to which of the three above
      options (i.e., sale of the station to "THE CLIENT", renewal of the agreement, or
      payment to 'THE CLIENT" of the sum equal to ten times the trailing cash flow of
      the station) it has chosen. Such written notice shall be provided by
      "CONCESSION HOLDER" to "THE CLIENT" at least 90 days, and no more than
      180 days, prior to the expiration of the Initial Term or Renewal Term that Is then
      in effect. If "CONCESSION HOLDER" chooses to sell the station to 'THE
      CLIENr', "THE CLIENT" shall provide "CONCESSION HOLDER" with a draft of
      an asset purchase agreement, containing terms that are normal and customary                                  /41
       in radio broadcast transactions, and specifying the purchase price as established
       using the above procedures. If "CONCESSION HOLDER" chooses to make the
       payment to "THE CLIENT' of ten times the trailing cash flow of the station, as
       prescribed above, "CONCESSION HOLDER" shall remit such sum to "THE


                                     INTERAMERICANA DE RADIO S.A. do C.V.
IIEPIS
1090 KHZ. 50,000 WATTS
                                  BLVD. AGUA CALIENTE 10535 DESP. 506 CONDOMINIO GALLEGO, FRACC. CHAPULTEPEC
                                  E-mail: xepm©e9or.net' TEL: 688-52-28 FAX: 686-1198 11JUANA, B.C. M0CO. C.P. 22420
                                                          P.O. 80X5413 CHIJLA VISTA. CA. 91912



     CLIENT" no later than the last day of the then effective Initial Term or Renewal
     Term.
     SECOND.- MANNER AND DATE OF PAYMENT.-                               "BROADCAST
     CORPORATION OF THE AMERICAS", "THE CLIENT", hereby agrees to pay the
     monthly payment amounts '(other than payment of operating expenses) referred
     to in the preceding clause in advance within the first ten days of each month via
     wire transfer to account number                    - -

     For no reason shall "CONCESSION HOLDER" receive partial or incomplete
     payments; "THE CLIENT", is therefore obligated to make full payment in the
     manner and within the timeframe prescribed hereIn.

     THIRD.- USE OF AIRTIME.- The airtime provided by the "CONCESSION
     HOLDER" to "THE CLIENT" pursuant to this Agreement shall be used solely and
     exclusively for the transmission of its Programming, except as expressly
     authorized in advance by "CONCESSION HOLDER".
      FOURTH.- IDENTIFICATION AND PROMOTION.- The identification of the
      station is XEPRS transmitting on 1090 Khz with 50,000 watt power during day
      and night, with its studios located at Carretera Rosarito Km. '11. In any
      promotion or transmission made to publicize the Programming of "XEPRS",
      "BROADCAST CORPORATION OF THE AMERICAS", 'THE CLIENT", shall
      include the station's call sign (XEPRS) in any printed or verbal campaign.

      During the term of this agreement, "XEPRS INTERAMERICANA DE RADIO, S.A.
      DE C.V.", "CONCESSION HOLDER" authorizes "BROADCAST CORPORATION
      OF THE AMERICAS", "THE CLIENT" to commercially identify the station and to
      mention that the Programming is a production of XEPRS. Upon termination of
      the agreement, "THE CLIENT" shall abstain from using the station ID, frequency
      or any other identifying feature of station XEPRS. CONCESSiON HOLDER may
      not grant to any other person the right to broadcast, transmit or otherwise
      distribute or use the Programming, or any part of It, in any manner. This
      agreement shall not be construed to grant "CONCESSION HOLDER" any right of
      ownership or use relating to trade names, trademarks or service marks of "THE
      CLIENT" or its affiliates.
      FIFTH.- MARKETING: REVENUES.- The airtime made available to "THE
      CLIENT' shall be directly marketed and sold by "BROADCAST CORPORATION
      OF THE AMERICAS", "THE CLIENT", in strict compliance with principles of
      commercial ethics and observing at all times Legal Requirements and any other
      applicable law or regulation. "THE CLIENT" shall retain all advertising and other
                                                                                                                 /4
      revenues, and all accounts receivable, relating to the Programming it delivers to
      XEPRS for broadcast including, without limitation, promotion-related revenues
      and any network compensation.


HEPAS
1090 KHZ. 50,000 WA'rrS
                                      1NTERAMERICANA DE RADIO S.A. de CV.
                                   BLVD. AGUA CALIENTE 10535 DESP. 505 CONDOMIP4IO OAU.EGO, FRACO. CKAPuLTEPEC
                                    -niafl: xpistekior.iet'TEL.: 656-52-28 FAX: 658-11-98 TJUANA. B.C.. MEXICO. OP. 22420
                                                          P.O. BOX 5413 CHULA VISTA. CA. 91912
                                                                                                                            -




     SIXTH.- TM- This agreement shall be in effect for a compulsory period of
     seventeen months with respect to the payment of the consideration set forth in
     Clause Second hereof, given that the concession granted for the operation and
     commercial use of radio station XEPRS will expire on July 3, 2004. This
     agreement shall be automatically extended for a period of an additional three
     years and seven months (for a total initial term of five years) upon renewal of the
     concession by the Ministry of Communications and Transportation. The term of
     this Agreement is subject to early termination in the event of sri uncured event of
     default as set forth in Section 18, below.

     SEVENTH.- LAOR LIABILITIES.- "CONCESSION HOLDER" and THE
     CLIENT" shall each be responsible for adhering to all applicable law as regards
     their respective employees. Each party hereto shall indemnify the other party
     hereto with respect to any damage suffered by the indemnified party arising from
     the failure of the indemnifying party to adhere to the obligations imposed by this
     paragraph.
     EIGHTH.- STATION PERSONNEL AND EQUIPMENT.-                                "XEPRS
     INTERAMERICANA DE RADIO, S.A. DE C.V.", "CONCESSION HOLDER" has
     the personnel required for the provision of the radio-transmitting services, such
     as: operators, radio-transmitting technicians, administrative personnel, etc.
     "CONCESSION HOLDER" also has the premises and the transmission
     equipment that, in accordance with Mexican Official Standards and the
     Concession Deed, is required for the operation of radio stations. "CONCESSION
     HOLDER" hereby represents that XEPRS is presently operating at full authorized
     power and with the facilities authorized in the Permit. "CONCESSION HOLDER"
     shall employ technical staff ("Technical Employees") necessary to operate the
     XEPRS transmission facilities in such a fashion as to permit "THE CLIENT" to air
     the Programming over the station and to ensure that the station operates at full
     authorized power. "CONCESSION HOLDER" shall be responsible for the
     salaries, taxes, benefits, insurance and related costs for such "Technical
     Employees". Throughout the term of this agreement, "CONCESSION HOLDER"
     shall operate XEPRS at full licensed power and with the facilities authorized in
     the Permit twenty-four hours per day, seven days per week, except for routine
      maintenance not to exceed two hours each Sunday between 1 2:01 AM and 6
     AM, local time, and shall be responsible for all costs incurred in o perating the
      transmission plant of the station. "THE CLIENT" at all times shall be afforded,
      reasonable access, under "CONCESSION HOLDER'S" supervision and
      oversight, to the station's facilities and equipment to coordinate and ensure the
      delivery and transmission of its Programming.
      "CONCESSION HOLDER" shall own and operate the XEPRS transmission plant
      and operate such in compliance at all times with all applicable laws, rules,
      regulations and ordinances including, without limitation, those applicable to the
      Permit. "CONCESSION HOLDER" shall be responsible for any taxes resulting
      from "CONCESSION HOLDER'S" revenue from this agreement.


                                                                                                              7


                                     INTERAMERICANA DE RADIO S.A. de C.V.
HEPRS
1090 KHZ. 50,000 WATTS
                                  ELVO. AGUA CAUENTE 1053 DESR 500 CONDOMINIO GALLEGO, FRACC. CFIAPULTEPEC
                                  0maf: xeprsteInor.net TEL.: 080.52-28 FAX: 6B8.11-96 TIJUANA, B.C., MEXICO. CP. 2242C
                                                         P.O. BOX 5413 CHULA VISTA. CA. 91912




    "CONCESSION HOLDER" shall maintain in full force and effect throughout the
    term of this agreement insurance with responsible and reputable insurance
    companies covering such risks and In such amounts as is conventionally carried
    by broadcasters operating radio stations with facilities comparable to those of
    XEPRS, but in no event less than $1,000,000.

    NINTH.- CLIENT PERSONNEL AND EQUIPMENT.-                         "BROADCAST
    CORPORATION OF THE AMERICAS", "THE CLIENT", has all the technical and
    human resources required for the production of its Programming which Is to be
    sent for transmission by XEPRS In Rosarito, B.C., and, as of the date of
    commencement of the operations contemplated by this Agreement, will have the
    studios and premises required for the recording, production and transmission of
    such Progranirning. Therefore, all personnel participating as conductors,
    programmers, reporters, broadcasters, drafters, writers, analysts, producers,
    technicians and in general, all personnel hired or sub-contracted for such
    purposes, shall be considered "THE CLIENT's" employees. All expanses arising
    from the foregoing shall be borne exclusively by "BROADCAST CORPORATION
    OF THE AMERICAS", 'THE CLIENT".
     TENTH.-      MANAGEMENT           OF     "CONTRATO         LEY",-       "XEPRS
     INTERAMERICANA DE RADIO, S.A. DE C.V.", "CONCESSION HOLDER" and
     "BROADCAST CORPORATION OF THE AMERICAS", "THE CLIENT",
     acknowledge and agree that the sole administrator of the Labor Agreement for
     the Radio and Television Industry (Contrato Ley) for commercial radio station
     XEPRS in Rosarito, B.C., is the Mexican Radio, Television and Similar Industries
     Workers' Union (Sindicato de Trabajadores do Ia Industria do Ia Rad!odifusiOn,
     TelevisiOn, Similares y Coneos do Ia RepOblica Mexicana), pursuant to which
     both parties will respect the rights and benefits of those of the "CONCESSION
     HOLDER'S" employees whose labor is classified as "Unionized" in accordance
     with the respective Contrato Ley.
     ELEVENTH.- UNION PERSONNEL- "XEPRS INTERAMERIANA DE RADIO,
     S.A. DE C.V.", "CONCESSION HOLDER" and "BROADCAST CORPORATiON
     OF THE AMERICAS", "THE CLIENT", each acknowledge and agree, as regards
     their respective employees who may work in Mexico, to undertake early
     negotIations with union leaders so that workers who are hired and whose
     function is set forth by article 101 of the Contrato Ley may join the union, or
     alternatively, to obtain the respective authorization by paying the transit or
     movement fees set forth in article 51 thereof. All negotiations and/or proceedings
     required in connection with the foregoing shall be carried out by the
     representatives of "XEPRS INTERAMERiCANA DE RADIO, S.A. DE C.V.",
     "CONCESSION HOLDER".
      1WELFTH.- PROGRAMMING PRODUCTION.- The production, conduction, and
      all other aspects required for the creation of the Programming, including the


                                                                                                             8


                                     INTERAMERICANA DE RADIO S.A. da CV.
HEPRS
1090 KHZ.   0,00o WATrS
                                  BLVD AQUA CAtJ ENTE 1 D35 DESP. 506 CONDOMINIO GALLEGO. FRACC. CKAPULTEPEC
                                  E.maLxeptInoi'.ret'TEL: 685-52-28 FAX: 686-i1-06TJUANA, B.C., MEXICO. C.P.2242C
                                                        P.O. BOX 5413 CHULA VISTA, CA. 91912



    costs related thereto, shall be "BROADCAST CORPORATION OF THE
    AMERICAS", "THE CLIENT's", responsibility, which it shall carry out at its
    premises located at 10145 Pacific Heights Blvd., Suite 810, San Diego,
    California, or at any other address within the United States which it may occupy
    now or in the future.
    "BROADCAST CORPORATION OF THE AMERICAS", "THE CLIENT", agrees to
    deliver, using its own technical and human resources, its Programming to the
    studios of "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.",
    "CONCESSION HOLDER", so that it may transmit the same. Such signal may
    be sent through any means which are compatible with the signal-receiving
    equipment used by "CONCESSION HOLDER" or such equipment as may be
    installed by "THE CLIENT' pursuant tothe First Clause above.

    THIRTEENTH.- PROGRAMM!NG CONTENT.- The content of the Programming
    produced by "BROADCAST CORPORATION OF THE AMERICAS", "THE
    CLIENT", with its own resources, and which "CONCESSION HOLDER" hereby
    agrees to transmit through commercial radio station XEPRS, shall comport with
    the terms of this Agreement and with all Legal Requirements and any other
    provisions of law applicable to the radio industry. In particular, the Programming
    shall contribute to the strengthening of the national Integration and the
    improvement of human interaction, and through its transmissions it shall affirm
    the principles of social moral values, human dignity and family relationships;
    avoid Influences which may be harmful or perturbing to the harmonious
    development of children and young people; contribute to the elevation of the
    cultural level of people and the conservatIon of national characteristics, customs
    and traditions, the propriety of language and the enhancement of Mexican
    national values, etc. Any non-compliance by "THE CLIENT" with the terms of this
    Clause 13 shall be considered an event of termination, without any liability
    whatsoever for "CONCESSION HOLDER" and without the need for any judicial
     resolution, but subject to the provisions of Clause 18, below.
     FOURTENTH.- FISCAL AND OFFICIAL TIMES. LINKAGE, ETC.- "THE
     CLIENT" agrees to insert in the Programming such material as may be required
     by Legal Requirements. Without limiting the foregoing, "THE CLIENT" shall insert
     two (2) promotions for the Mexican National Tourist Office each hour, twenty-four
     hours per day.
     "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.', "CONCESSiON
     HOLDER" is and shall be the only party entitled to insert within XEPRS's
     programming the campaigns, links, spots or any other insert required in
     accordance with current legal provisions, and shall notify "BROADCAST
     CORPORATION OF THE AMERICAS', "THE CLIENT" thereof in advance via
     telephone or any other communication means.




                                                                                                       9


                                     INTERAMERICANA IDE RADIO S,A. do C.V.
HEPRS
1000 KHZ. 50,000 WAiTS
                                  BLVD. AGUA CAIJENTE 10535 OESP. 506 CONDOMIMO GALLEGO. FRAC CHAPULTEPEC
                                  E-mail: gepra©telnor.nt * TEL.: 668.52-28 FAX: 688-11-96 TIJUANA. B.C.. MEXICO. CR 22420
                                                             P.O. BOX 541$ CHULA V4STA, CA. 91912


    FIFTEENTH.. PATE ITS, TRADEMARKS, INTELLECTUAL PROPERTY
    RIGHTS. ETC..- "BROADCAST CORPORATION OF THE AMERICAS", "THE
    CLIENT" shaD be solely responsible for the use (or misuse) of the trademarks,
    trade names, copyrights or any other intellectual property rights relating to the
    transmission and the content of the Programming other than such insertions
    required pursuant to Legal Requirements if it has no control over the content of
    such insertions. Consequently, "THE CLIENT" agrees to indemnify and hold
    "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.°, "CONCESSION
    HOLDER" h armless from any judicial or non-judicial claim arising in Mexico or
    abroad from alleged or real infringement to intellectual property, trademark,
    patent and similar laws (whether Mexican or foreign), and further agrees to cover
    the cost of any litigation instituted against "XEPRS INTERAMERICANA DE
    RADIO, S.A. DE C.V.", "CONCESSION HOLDER' relating thereto.

    Counsel specializIng in intellectual property issues to be designated by
    "BROADCAST CORPORATION OF THE AMERICAS", "THE CLIENT", shall
    conduct any litigation relating to the foregoing, and "THE CLIENT" shall bear all
    costs, attorney's fees and other expenses in connection thereto.
    SIXTEENTH.- TECHNICAL INTERRUPTIONS.- "XE PRS I NTERAMERICANA
    DE RADIO, S.A. DE C.V.", "CONCESSiON HOLDER" shall use its best efforts to
    maintain its transmission equipment in optimum condition and operating in
    accordance with the terms of its Permit and Legal Requirements; however, it
    shall not be responsible for technical failures due to the lack of electrical power
    and electrical discharges, among other things, which may damage or temporarily
    suspend the transmission of XEPRS, in which cases it shall immediately proceed
    to remedy or replace the damage caused, exception made of cases in which it is
    impossible to do so or in which the damage was caused by earthquakes,
    tremors, fire, flooding or any other Act of God which make it humanly and
    technically impossible to continue transmitting.

    Even if the circumstances described in the preceding paragraph arise, the parties
    agree that "BROADCAST CORPORATION OF THE AMERICAS"r "THE CLIENT'
    shall not be released from making the payments which it is obligated to make
    hereunder to "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.",
    "CONCESSION H OLDER" unless the station fails to operate at full authorized
    power and otherwise in accordance with the terms of the Permit for more than -
    hours i n any one month, i n which event "THE CLIENT" shall be e ntitied to a
    prorata reduction of the monthly fee set forth in the First Clause, above.
    SEVENTEENTH.'. TEMPORARY SUSPENSION OF THE AGREEMENT.- The
    parties agrees that In case "BROADCAST CORPORATION OF THE
    AMERICAS", "THE CLIENT" does not timely pay the monthly payments set forth
    in the Second Clause hereof, "XEPRS INTERAMERICANA DE RADIO, S.A. DE
                                                                                                                       4
    C.V.", aCONCESSION HOLDER" shall have the right to temporarily suspend the
    transmissions of "BROADCAST CORPORATION OF THE AMERICAS", "THE


                                                                                                            10


                                           INTERAMERtCANA DE RADIO S.A. de CV.
HEPIS
ioaO I<HZ. 60,000 WATTS
                                        BLVD. AGUA CALIENTE 10535 DESR 505 CONDOMINIO GALLEO, FRACC. CFfAPULTEPEC
                                        E.m&I: xeprtsInoinet TEL.: 688-52-2a FAX: 686-11-OS TIJUANA, B.C., MEXICO. C.P. 22420
                                                                  P0. BOX 5413 CHULA VISTA, CA. 9191


      CLIENT', without any liability whatsoever and without the need for a judicial
      resolution, until "THE CLIENT" covers all outstanding payments to date, Failure
      by "THE CLIENT" to pay three consecutive monthly installments shalt be an
      event of termination.
      EIGHTEENTH.- EVENTS OF TERMINATION.-                  The following shall be
      considered events of termination of this Agreement, without any liability
      whatsoever for "CONCESSION HOLDER" or "THE CLIENT", as applicable, and
      without the need for any judicial resolution upon the o ccurrence of one of the
      following events:

      1.        This agreement may be terminated by "CONCESSION HOLDER" upon:

                          (I) The failure of "BROADCAST CORPORATION OF THE
                          AMERICAS", "THE CLIENT" to make the corresponding monthly
                          payments during three consecutive months;
                          (ii) The bankruptcy of "BROADCAST CORPORATION OF THE
                          AMERICAS", "THE CLIENT";
                          (iii) Any final judicial order arising from the content of the
                          Programming or any wrongdoing on the part of "BROADCAST
                          CORPORATION OF THE AMERICAS", "THE CLIENT" which could
                          reasonably be deemed to be likely to lead to the revocation of the
                          concession granted to "XEPRS INTERAMERICANA DE RADIO,
                          S.A. DE G.V";
                          (iv) The transmission of information, programs or campaigns which
                          do not comply with Clause 13 of this agreement, including the
                          transmission of information, programs or campaigns which are
                          contrary to moral values, good taste, condone or incite violence or
                          crime, or any other circumstance set forth In articles 63, 64 and
                          others applicable from the Federal Radio arid Television Law and
                          its Regulations and "THE CLIENT" fails to make appropriate
                          changes in its Programming after notice by "CONCESSION
                          HOLDER" to "THE CLIENT" that the Programming in question
                          violates this subparagraph;
                          (v) If the transmission of the P rogramming does not comply with
                          applicable legal regulations, and consequently, "XEPRS
                          1NTERAMERICANA DE RADIO, S.A, DE C.V." is sanctioned on
                          two occasions or fined by the competent authority;
                          (vi) A total or partial assignment by "BROADCAST CORPORATION
                          OF THE AMERICAS", 'THE CLIENT" that is in contravention of
                          Clause 21, below, and 'THE CLIENT" fails to remedy such
                          allegedly unauthorized assignment within 30 days of written notice
                          by "CONCESSION HOLDER" to "THE CLIENT" of its claim of
                          unauthorized assignment; or
                          (vii) If "THE CLIENT" fails to materially adhere to any covenant
                          under this agreement and "THE CLIENT" fails to cure such failure


                                                                                                                   1•1


HEPRS
1090 KHZ. Q,O00 W1TS
                                         INTERAMERJCANA DE RADIO S.A. de C.V.
                                      BLVD. ACUA CALN1E 10535 DESP. 508 CONDOMINIO GALLEGO, FRACC. CAPULThPEC
                                      E-mail: xeprateTnornet TEL.: 688-52-28 FAX: 688-11-96 T!JUANA, B.C.. MEXICO. CR 22420
                                                             P.O. BOX 5413 CHULA VISTA, CA. 91912


                       within th rty d aye of "CONCESSION H OLDER'S" written notice to
                       "THE CLiENT" of such failure.

    Such termination shall be effective without any liability whatsoever for "XEPRS
    INTERAMERICANA D E RADIO, S.A. DE C.V.", "CONCESSION H OLDER", as
    long as "CONCESSION HOLDER" is not in breach of this agreement and without
    the need for any judicial resolution.

    2.       ThIs agreement may be terminated by "THE CLIENT" upon:

                       (I) The failure of "CONCESSION HOLDER" to operate the station at
                       full licensed power and in accordance with the terms of Its Permit
                       for more than 96 hours within any calendar month;
                       (ii) The failure of "CONCESSION HOLDER" to air the Programming
                       over XEPRS for more than 96 hours in any calendar month;
                       (iii) The bankruptcy of "BROADCAST CORPORATION OF THE
                       AMERICAS", "THE CLIENT";
                       (iv) If "CONCESSION HOLDER" falls to materially adhere to any
                       covenant under this agreement and "CONCESSION HOLDER" fails
                       to cure such failure within thirty days of "THE CLIENT'S" written
                       notice to "CONCESSION HOLDER" of such failure; or
                       (v) The failure of "CONCESSION HOLDER" to receive a renewal of
                       the Permit. Without limiting any other rights which "THE CLIENT"
                       may have under this agreement, the parties agree that "THE
                        CLIENT" shall be under no obligation to make any payments to
                        "CONCESSION HOLDER", including any payments for monthly
                        expenses, if the Programming is not aired over XEPRS because
                        the Permit has not been renewed by the Mexican Government.


     Such termination shall be effective without any liability whatsoever for "THE
     CLIENT" as long as "THE CLIENT" is not in breach of this agreement and without
     the need for any judicial resolution.
     NLNETEENTft- LIQUIDATED DAMAGES.- "XEPRS INTERAMERICANA DE
     RADIO, S.A. DE C.V.", "CONCESSION HOLDER" shall be entitled to collect
     liquidated damages in case the agreement is terminated by "CONCESSION
     HOLDER" pursuant to the Eighteenth Clause above. Should the Agreement be
     so terminated, the parties expressly agree that the amount of liquidated damages
     shall be that equal to 2 (iWO) monthly payments set forth in Clause Second for
     the then current year, in US Dollars or its equivalent amount in Mexican Pesos at
     the rate of exchange published by Banco de Mexico in the Official Gazette of the
                                                                                                                     /4
     Federation (IJiario OficiaI de Ia FederaciOn) to pay obligations denominated In US
     Dollars on the day an which payment is made.



                                                                                                               12


XEPRS
1080 I(HZ. 60,000 WATTS
                                       INTERAMERICANA DE RADIO S.A. de C.V.
                                    BLVD. AC3UA CALIENTE 10535 DES?. 505 CONOOMINIO GALLEGO, FRACC. CHAPULTEPEC
                                    E-mafl: xepste1nor.nct 'TEL: 660-52-28 FAX: 685-11-96 TIJUANA, B.C.. MEXICO. C.?. 22420
                                                            P.O. BOX 5413 CHULA VISTA, CA. 8112


     1WENTIETI-L- CONFDENTIALITY.- The parties agree that the provisions of
     this Agreement shall be strictly confidential, and that the partial or total disclosure
     of the same is prohibited, unless such disclosure is required by law or regulatory
     authority. Should any of the parties breach this provision, the non-breachIng
     party shalt be entitled to recover from the breaching party Its damages resulting
     therefrom,
     TWENTY FIRST.- A$SIGNMENT.- The parties hereto may not partially or
     wholly assign their rights and obligations hereunder, except as they may jointly
     agree to In writIng in the future.
     TWENTY SECOND.- LIMITATIONS ON INTERPRETATION.- The parties agree
     that no provision of this Agreement is to be construed or interpreted as a sale or
     a partial or full assignment of the concession or the rights arising thereunder, as
     set forth in the Federal Radio and Television Law, its Regulations or any other
     applicable law. Consequently, should the Ministry of Communications and
     Transportation In accordance with its authority, determine a contrary opinion wIth
     respect to the same, this agreement shall be terminated without liability for the
     parties hereto, except for the obligation to mutually pay any consideration which
     is due through the date of termination or to reimburse any guarantees which
     were given.
     TWENTY ThIRD.- REPRESENTATION.- "XEPRS INTERAMERICANA CE
     RADIO, S.A. CE C.V.", "CONCESSION HOLDER' shall maintain sole
     responsibility for the compliance of each and every obligation of the
     CONCESSION HOLDER. Any proceeding before any agency or office of the
     Mexican Government shall be conducted by "XEPRS INTERAMERICANA DE
     RADIO, S.A. CE C.V.", "CONCESSION HOLDER" and/or MR. BERNARDO
     BICHARA KAWAS. Consequently, any request or proceeding required for the
     transmission of the Programming of "BROADCAST CORPORATION OF THE
     AMERICAS", "THE CLIENT" which relates to any aspect of the concession or the
     Federal Radio and Television Law, such as game shows and programs
     developed abroad and received via any communication means, shall be
     requested by "CONCESSION HOLDER" on a timely basis, including the payment
     of any fees and the compliance with any requirements in connectIon therewith.
     Furthermore, "XEPRS ENTERAMERICANA DE RADIO, S.A. CE CV.',
     "CONCESSION HOLDER" shall be solely and exclusively responsible for
     providing any information relating to the radio industry and in particular any
     information relating to "XEPRS INTERAMERICANA DE RADIO, S.A. DE C,V.",
     "CONCESSION HOLDER", to Mexican Governmental Agencies, Autonomous                                                    '
     Entities, Unions, Industrial Chambers, and Confederations.
     "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.", "CONCESSION
     HOLDER" andlor MR. BERNARDO BICHARA KAWAS hereby agree to take any



                                                                                                              13


HEPR5
lOGO 1012. 60,OOS WATTS
                                        INTERAMERICANA DE RADIO S.A. de C.V.
                                     BLVD. AGUA CALIENTE 10535 DESP. 506 CONDOMINIO GALLE$O, FRACC. CIIAPULTOPEC
                                     E-mail: xepateInor.net TEL.: 855-52-28 FAX: 686-11-96 TIJUANA. B.C. MEXICO. C.P. 22420
                                                            P.O. BOX 5413 CHIJLA VISTA. CA, 91912


    necessary actions to ensure that their obligations arising from the Concession
    Deed and the applicable radio Industry regulations are fully complied with.
    TWENTY FOURTH.- APPLICABLE LAW.- This Agreement shall be subject to,
    and interpreted in accordance with, the laws of Mexico, and in particular, by the
    provisions of the Federal Radio and Television Law, the General Law of National
    Assets, the Commerce Code, the Civil Code for the Federal District of Mexico,
    the Concession Deed and any other law or regulation applicable to the radio
    industry.
    TWENTY FIFTH.- JURISDICTION.- The parties agree to engage in conciliatory
    negotiations in case of a dispute as to the interpretation and performance of this
    agreement. S hould those negotiations prove unsuccessful, the parties hereby
    expressly submit themselves to the jurisdiction of the courts in the Federal
    District of Mexico or the federal or state courts located in the State of California,
    and waive any other forum to which they may be entitled by reason of their
    present or future domiciles.


    IN WITNESS WHEREOF, the parties hereto sign three counterparts of this
    agreement in the city of Tijuana, Baja California, Mexico on March 1, 2003.


                                   "CONCESSION HOLDER"
                            INTERAMERICANA DE RADiO, S.A. DE C.V.




                               LIC. BERNARDO BICHARA KAWAS
                                      ATrORNEY-IN-FACT



                                         "THE CLIENT"
                          BROADCAST C1ORA9tON OF THE AMERICAS
                                     Co


                                       JOHN LYNCH ;i
                                   LEGAL REPRESENIATIVE




                                                                                                              14


     Application for Renewal of Permit to Deliver Programs to Foreign Broadcast Stations
                                               Broadcast Company of the Americas, LLC
                                                              XEPRS(AM), Rosarito, BC
                                                                             Exhibit VI

                    Programming Pursuant to Programming Agreement

        The applicant provides news, sports and other entertainment programming to
XEPRS(AM) for up to 24 hours per day, seven days per week, except for that airtime
retained by the Concession Holder to comply with the requirements of Mexican law. The
format will be adjusted by the applicant as necessary to meet the demands of the public.
The programming may be in either Spanish or English.




DC_DOCS:712852. I



Document Created: 2013-06-05 10:32:18
Document Modified: 2013-06-05 10:32:18

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