HISPANIC BROADCASTING CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a2048926zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.1


                           EMPLOYMENT, NONSOLICITATION

                            AND ARBITRATION AGREEMENT

         This Employment, Confidentiality, Nonsolicitation and Arbitration
Agreement ("Agreement") is made effective as of March 1, 2001 (the "Effective
Date"), between HBC Management Company, Inc. ("Employer") and Gary Stone
("Employee").

         This Agreement is made in consideration of the parties' mutual desire
to enter into an employment relationship and the parties' recognition of
Employer's need to protect its legitimate business interests including its
confidential information and trade secrets, public image, market share, business
relationships, customer information and goodwill. In consideration of the mutual
promises set out in this Agreement and for other good and valuable
consideration, Employer and Employee agree to the following:

1.  EMPLOYMENT. Employer hereby employs Employee and Employee accepts such
    employment as of the Effective Date for the compensation and upon the
    terms and conditions set forth in this Agreement.

2.  COMPENSATION.

    (a)  BASE SALARY.

         During the Term of Employment (as hereinafter defined), subject to
         the conditions hereinafter set forth, as full compensation for all
         services to be rendered pursuant to this Agreement, Employer shall
         pay to Employee a salary, as set forth on Exhibit A attached
         hereto, payable semi-monthly ("Base Salary"). The Employee's Base
         Salary shall be reviewed by Employer not less frequently than on
         an annual basis, and may be increased at Employer's sole
         discretion. It is understood that modifications of Employee's Base
         Salary, as determined by the sole discretion of Employer, shall be
         based on factors including, but not limited to: (i) an evaluation
         of Employee's performance, (ii) achievement of established budget
         goals that are objectively measured, reasonable and mutually
         agreed upon, (iii) a change in business conditions, (iv) a change
         in Employee's performance, (v) a change in Employer's financial
         condition, or (vi) Employer increasing Employee's duties to
         include management of additional stations. The Base Salary paid to
         Employee shall be payable in accordance with Employer's general
         payroll practices, less such deductions or withholdings as may be
         required or authorized by applicable law.

    (b)  PROFIT SHARING

         Each year during the Term of Employment, Employer agrees to pay
         Employee, if eligible, Profit Sharing in accordance with the
         criteria and under such terms and conditions as set forth on
         Exhibit A attached hereto, less applicable withholdings or
         deductions. The Profit Sharing shall not be considered accrued or
         earned until paid

    (c)  DISCRETIONARY BONUS.

         Each year during the Term of Employment, Employer agrees to pay
         Employee, if eligible, a

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         Bonus in accordance with the criteria and under such terms and
         conditions as set forth on Exhibit A attached hereto, less
         applicable withholdings or deductions. The Bonus shall not be
         considered accrued or earned until paid.

    (d)  ADDITIONAL BENEFITS.

         During the Term of Employment, and subject to the right of
         Employer to amend or terminate any employee benefit plan, and
         further subject to Employer's policies, procedures and plans
         generally applicable to full-time, regular, exempt employees,
         Employee shall be entitled to (i) vacation and leave benefits,
         (ii) participation in medical and dental plans, and other employee
         and/or group benefit plans, subject to the restrictions of those
         plans, (iii) reimbursement of pre-approved reasonable and
         necessary business expenses incurred in connection with the
         performance of Employee's duties in the normal course of business
         of Employer, and (iv) any other benefit that Employer offers to
         comparable members of management.

     (e) CONFIDENTIALITY OF COMPENSATION.

         Absent Employer's written consent and unless otherwise prohibited
         by state law, Employee agrees not to discuss or disclose his
         compensation with any current, former or prospective employee, any
         customer, competitor, or any individual employed in the
         broadcasting industry.

3.  DUTIES OF EMPLOYEE.

    (a)  DESCRIPTION OF DUTIES.

         Employee shall be employed in the position of Senior Vice
         President and Chief Operating Officer. The services to be rendered
         by Employee hereunder shall include, without limitation and
         subject to modification based on Employer's sole discretion, all
         services customarily rendered by persons engaged in the same or a
         similar capacity in the radio broadcast industry and such other
         services as Employer reasonably may require of Employee from time
         to time. Employee shall render Employee's services during the term
         of this Agreement when and where required by Employer,
         conscientiously, and to the full limit of Employee's ability,
         subject in all respects to the supervision, control and direction
         of Employer. Employer's judgment shall be final and controlling in
         all matters including, without limitation, matters of artistic
         taste and business judgment.

    (b)  CONDUCT.

         Employee shall exclusively devote his full time, attention and
         best efforts in performing his duties as Senior Vice President and
         Chief Operating Officer and in promotion of the affairs and
         interests of Employer. Employee agrees to at all times perform
         faithfully and to the best of his ability, experience and talent
         all of the duties that may be required of him under this Agreement
         and conduct himself in a manner to enhance the public image and
         acceptance of Employer and its programming.

         Employee agrees further to comply at all times with all rules and
         regulations of applicable governmental agencies and with the
         standards, policies, instructions, directions, rules and
         regulations which may from time to time be established by
         Employer, related to the

                                     B - 2

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         performance of his duties as Senior Vice President and Chief
         Operating Officer. In addition, Employee shall comply with and
         conform to all policies, rules and regulations of Employer's current
         version of the EMPLOYMENT POLICIES AND BENEFITS HANDBOOK or any
         other document setting forth Employer's policies, rules and
         regulations, except to the extent they are inconsistent with the
         terms of this Agreement in which case this Agreement shall control.

     (c) EXCLUSIVITY OF SERVICE.

         Employee agrees to devote all of his working time, best efforts
         and attention to the affairs and interests of Employer, and
         Employer shall be entitled to Employee's services and the benefits
         of Employee's skills and efforts as a full-time employee. Employee
         shall not, directly or indirectly, render any service of a
         business, commercial or professional nature to any other person or
         organization, whether for compensation or otherwise, without the
         prior written consent of Employer.

    (d)  ABSENCE OF RESTRICTIONS.

         Employee represents and warrants to Employer that he knows of no
         reason that he cannot legally enter into this Agreement and
         perform the services described hereunder for Employer's benefit.
         Specifically, Employee represents that he is not a party to any
         existing agreement containing a noncompetition provision or any
         other restrictive agreement with respect to (i) the nature of any
         services of business which he is entitled to perform or conduct
         under this Agreement, (ii) the disclosure or use of any
         information which directly or indirectly relates to the nature of
         the business of Employer or the services to be rendered by
         Employee under this Agreement, or (iii) any other restriction
         which would restrict his employment by Employer or the performance
         of his duties under this Agreement.

    (e)  FORMER EMPLOYER'S CONFIDENTIAL INFORMATION.

         Employee agrees that he will not improperly use or disclose any
         confidential information or trade secrets of any former employer
         or other person or entity and that he will not bring onto the
         premises of Employer any unpublished document or proprietary
         information belonging to any such former employer, person or
         entity unless consented to in writing by such former employer,
         person or entity.

4.  DURATION OF EMPLOYMENT. The term of Employee's employment shall
    continue pursuant to this Agreement from the Effective Date for a
    period of three (3) years ("Initial Term of Employment"), subject to a
    later extension or earlier termination under the provisions of this
    paragraph ("Term of Employment").

    (a)  OPTIONS TO EXTEND.

         Employer shall have two irrevocable, exclusive and consecutive
         options to extend the Initial Term of Employment for two
         additional periods of one year each, on the same terms and
         conditions as set forth herein. Each option must be exercised, if
         at all, by 60-day written notice to Employee before the expiration
         of the Initial Term or the then current Term of Employment.

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    (b)  RIGHT OF FIRST REFUSAL.

         Notwithstanding Employer's rights under sub-paragraphs 4 (a), (c),
         (d) and (e) and Employee's obligations under paragraph 9, Employee
         agrees that Employer will have the exclusive option to further
         extend the Term of Employment if Employee receives a bona fide
         offer from a third party to render services in connection with the
         radio broadcasting industry in any of the markets in which
         Employer or any of its affiliates operates. Employee shall provide
         written notice to Employer of his intent to accept such offer of
         employment, and such notice is required to include all of the
         financial terms and conditions of the offer made to Employee which
         Employee is willing to accept, the identity of the third party
         offeror and inclusion of any written documents of the third party
         offer received by Employee. If Employer makes an offer to Employee
         on financial terms and conditions at least as favorable to
         Employee as the financial terms and conditions of said third party
         offer, Employee must accept the Employer's offer or refrain from
         directly or indirectly engaging in or being employed by any
         Spanish Language radio programming business, Spanish Language
         radio station, or Spanish Language television station whose signal
         is broadcast in the same market as the market covered by
         Employer's offer. If Employer does not make an offer to Employee,
         Employee must still comply with the nonsolicitation restrictions
         contained in sub-paragraphs (a) and (b) of paragraph 9, but will
         be free to accept the offer in the market that has been disclosed
         to Employer.

    (c)  TERMINATION WITHOUT CAUSE.

         Employer shall have the right to terminate Employee's employment
         under this Agreement, at Employer's election in its sole
         discretion, without Just Cause, at any time, upon one
         hundred-eighty (180) days written notice or upon payment of
         180-days of Base Salary plus a pro rata portion of estimated
         bonuses for the 180-day period following termination (either a
         lump sum payment or six equal semi-monthly payments, at Employer's
         option) in lieu of notice, to Employee, but in either case
         Employer shall also (1) continue group medical coverage for
         Employee and his family at Employer's expense for a period of six
         months following the date of termination (after which Employee may
         continue such coverage at his expense under COBRA) and; (2)
         accelerate the vesting of all outstanding stock options previously
         granted to Employee to the extent that such options would have
         vested if Employee's employment had continued for 180 days
         following the date of termination.

    (d)  TERMINATION BY DEATH OR DISABILITY.

         Employee's employment shall terminate automatically upon the death
         or disability of Employee. For purposes of this Agreement,
         disability means Employee's inability, with or without reasonable
         accommodation in accordance with the Americans With Disabilities
         Act, whether a physical or mental disability, to substantially
         perform his services hereunder (i) for a period of four
         consecutive months, or (ii) for shorter periods aggregating six
         months during any twelve month period. If Employer and Employee
         are unable to agree whether Employee is disabled, the question
         will be decided by a licensed physician to be designated and paid
         for by Employer, subject to the approval of Employee, which
         approval may not be unreasonably withheld, whereby the designated
         physician's determination is agreed by both parties to be final
         and binding.


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    (e)  TERMINATION FOR JUST CAUSE.

         Employer shall have the right to terminate the employment of
         Employee under this Agreement, without advance notice, for "Just
         Cause," which for purposes of this Agreement shall mean the
         occurrence of any of the following:

         i.     The neglect or failure of Employee to perform his job
                duties satisfactorily;
         ii.    The conviction or pleading of nolo contendre of Employee
                for a felony or a misdemeanor involving fraud,
                embezzlement, theft, dishonesty, or any act of moral
                turpitude;
         iii.   Any material breach of any of the terms of this Agreement;
         iv.    Any unlawful treatment of Employer's employees by Employee;
         v.     Any act of dishonesty, misconduct, disloyalty, fraud, gross
                negligence, insubordination or misappropriation of
                confidential information;
         vi.    A failure to follow any instructions, policies or rules
                from or by Employee's supervisor including the policies
                contained in Employer's current EMPLOYMENT POLICIES AND
                BENEFITS HANDBOOK;
         vii.   The abuse of alcohol or use of any illegal drug;
         viii.  The violation of any state or federal law, rule or
                regulation; or
         ix.    Any other conduct that is detrimental to Employer's
                business or reputation and/or exposes Employer to liability
                based upon the act(s) of Employee.

         Employer, however, will provide Employee with 30-days in which to
         cure any violation of items 4 (e) i, iii, iv, vi, vii, viii, and
         ix. Employee will receive written notification from Employer
         describing the specific area of non-performance or violation.
         Should the nonperformance or violation not be remedied to
         Employer's reasonable satisfaction, Employee will be terminated at
         the end of this 30-day period without any additional notice.

     (f) RESIGNATION BY EMPLOYEE

         Employee shall also have the right to terminate his employment
         voluntarily under this Agreement by giving Employer at least
         ninety (90) days written nice of resignation.

5.  PAYMENT UPON TERMINATION OF EMPLOYMENT. In the event of the termination
    of Employee's employment under sub-paragraphs 4(d) or (e) of this
    Agreement, Employer's obligations under paragraph 2 of this Agreement
    shall cease without further responsibility by Employer to Employee or
    Employee's legal representative, other than for the payment of accrued
    Base Salary through the date of termination, the payment or provision
    of other accrued benefits required by law, and the coverage, benefits
    or provision of any employee benefit plan as required by law.
    Additionally, in the event of the termination of Employee's employment
    under subparagraph 4(d) of this Agreement, all stock options granted to
    Employee prior to such termination shall fully vest.

6.  PROPERTY RIGHTS. All recordings, programming, commercials, data, copy,
    marketing materials, business plans, customer lists, financial
    information, research results, and written materials, whether or not
    generated or created by Employee during the term of this Agreement, are
    the exclusive property of Employer. All documents or other tangible
    property and concepts or inventions or other intangible property
    relating in any way to the business of Employer which are conceived of
    or generated by Employee or come into Employee's possession during
    employment shall be and remain the property of Employer. Employee
    hereby assigns and irrevocably grants

                                 B - 5
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    to Employer any and all of his rights in such property. Employee must
    return all such documents and tangible property to Employer on
    termination of employment or at such earlier time as Employer may request.

7.  NO OBLIGATION TO ACCEPT EMPLOYEE'S SERVICES. Notwithstanding any other
    provision of this Agreement, Employer shall have no obligation to
    actually utilize or continue to use Employee's services. Employer's
    obligations to Employee under this Agreement shall be fully performed
    by the payment to Employee of the Base Salary provided for in this
    Agreement with respect to which Employer is obligated to pay Employee
    during the Term of Employment, subject to all of Employer's rights
    hereunder.

8.  CONFIDENTIALITY.

    (a)  DEFINITION OF CONFIDENTIAL INFORMATION.

         The term "Confidential Information" as used in this Agreement
         shall include all ideas, materials, information, data, records,
         trade secrets, methods or plans developed, used or employed by
         Employer or any of its radio stations, affiliates or customers and
         not generally known to the public. Confidential Information also
         includes, without limitation, all information regarding Employer,
         or any of its radio stations, affiliates or customers with regard
         to their respective financial affairs, accounts, marketing plans,
         operations, policies, procedures, strategies, program formats,
         plans for development of new services and expansion into new areas
         or markets, internal operations, business strategies, budgets,
         pricing, products, properties, processes, rate structure,
         services, listening audience information, customer or advertiser
         lists and specific information relating to needs, preferences, and
         pricing structure, sales and promotional programs targeting direct
         and agency accounts, information regarding prospective and
         strategic alliances and acquisitions, commission structure,
         employee names and addresses, employment histories, compensation,
         placements, or any other customer and employee information
         contained in Employer's files, together with all written, graphic,
         recorded and other materials relating to all or any of the same;
         provided, however, that Confidential Information shall not include
         information which properly and lawfully has become generally known
         to the public other than as a result of the act or omission of
         Employee.

    (b)  IMPORTANCE OF CONFIDENTIAL INFORMATION.

         Employee acknowledges that in and as a result of his employment by
         Employer, he will be making use of, acquiring, accessing and/or
         adding to Confidential Information. Employee recognizes that
         access to and knowledge of this information is essential to the
         performance of Employee's duties hereunder. Employee acknowledges
         and agrees that Employer's Confidential Information is a valuable,
         special and unique asset of Employer and such Confidential
         Information is extremely important in the highly competitive radio
         broadcast industry. Employee acknowledges that the disclosure of
         any Confidential Information may cause imminent harm and
         substantial, irreparable injury, including loss of profit and
         other damages such as loss of goodwill and a decrease in market
         share which are difficult to calculate. Employee acknowledges that
         Employer retains a proprietary interest in its Confidential
         Information that persists beyond the termination of Employee's
         employment by Employer. Employee further acknowledges that the
         preservation and protection of the Confidential Information is an
         essential part of Employee's employment by and business

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         relationship with Employer and that Employee has a duty of
         fidelity and trust to Employer in handling the Confidential
         Information.

    (c)  NON-DISCLOSURE OR MISUSE.

         As a material inducement to Employer to enter into this Agreement
         and pay Employee the Base Salary as set forth on Exhibit A
         attached hereto, Employee covenants and agrees that he shall not,
         at any time (whether during the term of this Agreement or after
         expiration or termination), without the prior written consent of
         Employer in each instance or as otherwise may be required by law
         or legal process, disclose to any person or entity any
         Confidential Information, or utilize such Confidential Information
         for Employee's own benefit, or for the benefit of any third party,
         until such time, if ever, as such Confidential Information becomes
         general public knowledge (unless caused by any act of Employee in
         violation of this Agreement). Employee will take all reasonable
         steps necessary, or reasonably requested by Employer, to ensure
         that all Confidential Information is kept confidential for the use
         and benefit of Employer. Further, all memoranda, records or other
         documents constituting Confidential Information compiled by, made
         available to or under the control of Employee during the Term of
         this Agreement, relating to Employer, shall be the property of
         Employer and shall be promptly delivered to Employer on the
         termination of Employee's employment or at any other time upon the
         request of Employer. Employee agrees he will not make or retain
         any copy of or extract from such materials.

9.  NONCOMPETITION AND NONSOLICITATION AGREEMENTS. Employee acknowledges
    and agrees that information, including the Confidential Information, he
    has acquired and will acquire during the course of his employment will
    enable Employee to irreparably injure Employer if Employee should
    engage in any business that is competitive with the business conducted
    by Employer. Employee also acknowledges that his position is one which
    requires public involvement with Employer, thus the position requires
    loyalty to preserve a positive public image of Employer and to prevent
    injury to Employer by participating in a competing business. Therefore,
    in consideration of the compensation and benefits provided to Employee
    and for other good and valuable consideration, the sufficiency of which
    is hereby acknowledged, Employee hereby agrees as follows:

    (a)  NONCOMPETITION.

         During the Term of this Agreement and for a period of one (1) year
         following the termination of Employee's employment with Employer
         for any reason, excluding only termination without cause, Employee
         will not, directly or indirectly, be employed by any other Spanish
         language radio programming business, Spanish language radio
         station, Spanish language television station, or Spanish language
         internet-based entertainment content provider, whose signal or
         programming is available by over-the-air broadcast, subscription,
         or via the internet, within the Total Survey Area (TSA) any of the
         markets in which Employer operates, as defined by The Arbitron
         Company in its Radio Market Reports.

    (b)  NONSOLICITATION OF EMPLOYEES.

         During the Term of this Agreement and for a period of one (1) year
         following the termination of Employee's employment with Employer
         for any reason, including termination without cause, Employee
         shall not, on Employee's own behalf or on behalf of any other
         person or entity, hire, solicit, seek to hire, or offer employment
         to any person who is, during such time

                                 B - 7
<PAGE>

         frame, an employee of Employer or in any other manner attempt,
         directly or indirectly, to influence, induce, or encourage any
         employee of Employer to leave the employment of Employer.

    (c)  NONSOLICITATION OF BUSINESS RELATIONSHIPS.

         During the Term of this Agreement and for a period of one (1) year
         following the termination of Employee's employment with Employer
         for any reason, including termination without cause, Employee will
         not, within the Total Survey Area (TSA) of any of the markets in
         which Employer operates, as defined by The Arbitron Company in its
         Radio Market Reports, directly or indirectly solicit Employer's
         customers, for the purpose of engaging in any business which is
         the same as or similar to the business in which Employer is
         engaged. For purposes of this Agreement, the term "customers"
         means all persons or entities with whom Employee has, during the
         period of Employee's employment with Employer, had contact with by
         virtue of Employee's position with Employer, and to whom Employer
         or any of its radio stations or affiliates has sold any product or
         service, whether or not for compensation, within a period of one
         year prior to the time Employee ceases to be employed by Employer.

    (d)  REASONABLENESS OF RESTRICTIONS.

         Employee has carefully read and considered the provisions of this
         paragraph 9, and having done so, agrees that the restrictions set
         forth herein, including, but not limited to, the time period of
         restriction, the geographic areas of restriction, and the scope of
         the restriction are fair and reasonable, are supported by
         sufficient and valid consideration, and these restrictions do not
         impose any greater restraint than is necessary to protect the
         goodwill and other legitimate business interests of Employer and
         its affiliated entities, officers, directors, shareholders and
         other employees. Employee acknowledges that these restrictions
         will not prevent him from obtaining gainful employment in
         Employee's occupation or field of expertise or cause him undue
         hardship; that there are numerous other employment and business
         opportunities available to him that are not affected by these
         restrictions; and that Employee's ability to earn a livelihood
         without violating such restrictions is a material condition to
         employment with Employer.

    (e)  NOTIFICATION.

         Employee agrees that Employer may notify any person or entity
         employing Employee or evidencing an intention of employing
         Employee of the existence and provisions of this Agreement.

10. COMMUNICATIONS ACT. Reference is made to Section 508 of the Federal
    Communications Act which provides, in part, as follows:

             "[A]ny person, who in connection with the production or
             preparation of any program or program matter which is intended
             for broadcasting over any [radio] stations, accepts or agrees
             to accept, or pays or agrees to pay, any money, services or
             other valuable consideration for the inclusion of any matter
             as a part of such program or program matter, shall, in advance
             of such broadcast, disclose the fact of such acceptance or
             payment or agreement to the payee's employer, or to the person
             for whom such

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<PAGE>

             program or program matter is being produced, or to the license
             of such station over which such program is broadcast. [A]ny
             person who supplies to any other person any program or program
             matter, which is intended for broadcasting over any [radio]
             station shall, in advance of such broadcast, disclose to such
             other person any information of which he has knowledge, or which
             has been disclosed to him, as to any money, service or other
             valuable consideration which any person has paid or accepted, or
             has agreed to pay or accept, for the inclusion of any matter as
             a part of such program or program matter."

    Employee acknowledges that Employee is familiar with the requirements
    of Section 508 of the Federal Communications Act and is aware that the
    violation of any of the provisions thereof constitutes a criminal
    offense. Employee represents and warrants that Employee has not
    violated and will not violate any of the provisions of said Section
    508, and has not done and will not do any act which would require
    disclosure pursuant to said Section 508.

11. COURT'S RIGHT TO REFORM RESTRICTIONS. The parties have attempted to
    limit Employee's right to Employer's property and to use Employer's
    information, and Employee's right to solicit only to the extent
    necessary to protect Employer from unfair competition. However, should
    a court of competent jurisdiction determine that the scope of the
    covenants contained in paragraphs 8 and 9 exceeds the maximum
    restrictiveness such court deems reasonable and enforceable, the
    parties intend that the court should reform, modify and enforce the
    provision to such narrower scope as it determines to be enforceable
    under the circumstances existing at that time.

12. SEVERABILITY. If any provision, paragraph or subparagraph of this
    Agreement is held by any court to be void or unenforceable in whole or
    in part, such adjudication shall not affect the validity of the
    remainder of the Agreement, including any other provision, paragraph or
    subparagraph. Each provision, paragraph or subparagraph is separable
    and severable from every other provision, paragraph and subparagraph,
    and this Agreement shall be construed and enforced as if such void or
    unenforceable portion were never a part of this Agreement and the
    remaining provisions, paragraphs and subparagraphs of this Agreement
    shall remain in full force and effect.

13. ENFORCEMENT OF COVENANTS. Employee acknowledges that compliance with
    the confidentiality and nonsolicitation restrictive covenants contained
    in paragraphs 8 and 9 of this Agreement is necessary to protect the
    business and goodwill of Employer. Employee also acknowledges that a
    breach of such covenants will result in irreparable and continuing
    damages to Employer, for which money damages may be an insufficient
    remedy to Employer. Further, Employee acknowledges that the
    ascertainment of the full amount of damages in the event of Employee's
    breach of any provision of this Agreement would be difficult.
    Consequently, Employee agrees that, in the event of a breach or
    threatened breach the restrictive covenants, that the parties, in
    addition to all other remedies they may have, and in lieu of or in
    addition to arbitration proceedings, shall be entitled to both (a)
    temporary, preliminary and/or permanent injunctive relief in any court
    of competent jurisdiction to restrain the breach of or otherwise to
    specifically enforce any of the covenants in order to prevent the
    continuation of such harm; and (b) money damages insofar as they can be
    determined. Nothing in this Agreement shall be construed to prohibit
    Employer from also pursuing any other remedy, the parties having agreed
    that all remedies are cumulative.

14. ARBITRATION. As a part of, and in consideration for this Agreement and
    the compensation and other benefits paid herein and in consideration
    for the Employer's mutual agreement to arbitrate

                                 B - 9
<PAGE>


    certain claims, Employee agrees that any dispute he may have against
    Employer, its subsidiaries, affiliates, directors, officers, agents,
    representatives, attorneys, employees, successors or assigns, under
    either state or federal law, arising out of this Agreement, Employee's
    employment or Employee's termination of employment, will be submitted to
    final and binding arbitration in accordance with Employer's then current
    arbitration procedures. However, nothing in this paragraph 14 shall be
    construed to prevent Employer from asking a court of competent
    jurisdiction to enter appropriate equitable relief to enjoin a violation
    of the confidentiality or nonsolicitation provisions contained in
    paragraphs 8 and 9 of this Agreement. Employer shall have the right to
    seek such relief in connection with or apart from the parties' rights
    under this clause to arbitrate all disputes.

    Employee expressly acknowledges that Employer's arbitration procedures
    requires Employee to initiate the arbitration procedure within one
    hundred and eighty days (180) days after Employee's termination or
    resignation or after Employee knows or should have known of the adverse
    employment action. By agreeing to arbitrate, Employee understands that
    Employee and Employer are mutually agreeing to submit all disputes to
    an arbitral rather than judicial forum.

    Employee and Employer agree that, based on Employer's current
    arbitration procedures, which procedures may be changed by Employer
    with thirty (30) days written notice to Employee, an arbitrator will be
    selected from JAMS/Endispute (JAMS) and that JAMS shall schedule any
    arbitration and appoint the arbitrator, if the parties cannot agree on
    the selection of the arbitrator. Employee understands that the cost of
    the arbitrator will be borne equally by Employee and Employer, and that
    the decision of the arbitrator shall be final and binding. In the event
    that either party to this Agreement brings or pursues a dispute in a
    court of law, which dispute is subject to final and binding arbitration
    in accordance with this Agreement and should have been brought or
    submitted to arbitration, that party shall pay all reasonable
    attorneys' fees and court costs incurred by the other party in filing
    any motion to compel arbitration, motion to dismiss or other pleading
    with said court to enforce arbitration under those procedures.

15. ACKNOWLEDGMENT. Employee acknowledges and agrees with each of the
    following statements:

    (a)      I am executing this Agreement voluntarily and without any
             duress or undue influence by Employer or anyone else;

    (b)      I have carefully read this Agreement. I have asked any
             questions needed for me to understand the terms, consequences
             and binding effect of this Agreement and I fully understand
             the terms, consequences and effect of this Agreement; and

    (c)      I was given ample time to seek the advice of an attorney of my
             choice before signing this Agreement.

16. NOTICES. Any notices or writings required under this Agreement shall be
    regarded as delivered when a copy of the same shall have been sent by
    certified mail with postage prepaid or personally delivered to such
    parties at the following addresses or at such other addresses as the
    parties shall hereafter designate in writing:


                                 B - 10
<PAGE>


     TO EMPLOYEE:               ___________________________

                                ___________________________

                                ___________________________


     TO EMPLOYER:               HBC Management Company, Inc.
                                3102 Oak Lawn Avenue, Suite 215
                                Dallas, Texas 75219
                                Attn:    Chief Executive Officer

     Hand-delivered notices shall be deemed communicated upon receipt;
     mailed notices shall be deemed communicated four days after mailing.
     Any party may change the address to which notices should be sent by
     giving notice as provided in this section.

17.  MODIFICATION. No change or modification of this Agreement shall be
     valid or binding upon the parties to this Agreement, nor shall any
     waiver of any term or condition in the future be so binding, unless
     such change or modification or waiver is in writing and signed by the
     parties to this Agreement.

18.  APPLICABLE LAW, VENUE AND JURISDICTION. This Agreement shall be
     governed by and construed in accordance with the substantive laws of
     the state of Texas, without regard to the rules governing conflicts of
     laws. The parties agree that this Agreement will be deemed to be
     executed and performable in Dallas County, Texas.

19.  ASSIGNMENT. By reason of the special and unique nature of the services
     hereunder, it is agreed that neither party hereto may assign any
     interest, rights or duties which it or they may have in this Agreement
     without the written consent of the other, provided, however, that
     Employer may, without the written consent of Employee, assign this
     Agreement to (a) any entity into which Employer is merged or to which
     Employer transfers substantially all of its assets, or (b) any entity
     controlling, under common control with, or controlled by Employer.

20.  NO WAIVER. The failure to enforce at any time any of the provisions of
     this Agreement or to require at any time performance by the other party
     of any of the provisions of this Agreement shall in no way be construed
     (a) to be a waiver of such provisions, or (b) to affect the validity of
     this Agreement, or any part of this Agreement, or the right of either
     party to enforce each provision in accordance with the terms of this
     Agreement.

21.  COSTS. If any action at law or in equity is necessary to enforce or
     interpret the terms of this Agreement, the prevailing party shall be
     entitled to attorney's fees and costs in addition to any other relief
     to which the prevailing party may be entitled.

22.  ENTIRE AGREEMENT. This written Agreement supercedes the prior Agreement
     between Employer and Employee dated January 1, 1999, and contains the
     sole and entire agreement and understanding between the parties, and
     supersedes any and all other prior agreements and understandings
     regarding Employee's employment. The execution of this Agreement will
     not affect the status of any stock options granted to Employee prior to
     the date hereof. The parties acknowledge and agree that no
     representations with respect to the subject matter of this Agreement or
     any representations, promises, agreements or understandings, whether
     written or oral, relating to the employment of Employee by Employer not
     contained herein shall be of any force or effect. Further, each of the
     parties hereto acknowledges that they have relied upon their own
     judgment in entering into this Agreement.

                                 B - 11
<PAGE>

         THIS AGREEMENT has been executed in duplicate counterparts and each of
the duplicate originals shall be deemed to be an original.

         EXECUTED this 9 day of February, 2001.

EMPLOYER:                                                 EMPLOYEE:

HBC MANAGEMENT COMPANY, INC.

By: /s/ McHenry T. Tichenor, Jr.                     By: /s/ Gary Stone
-------------------------------                         ------------------------
         Chief Executive Officer                             Gary Stone



                                     B - 12

<PAGE>

GARY STONE
                                             EXHIBIT "A"

Base Salary:               $262,500.00 per year, paid semi-monthly. Profit
                           Sharing: Target of $162,500. Profit Sharing will be
                           paid at ___% of Employer's monthly actual Broadcast
                           Cash Flow ("BCF"), less corporate expenses.

                           Year-End Discretionary Bonus: Target of $100,000
                           based upon the achievement, as determined by
                           Employer's Board of Directors, of goals to be
                           established and mutually agreed upon between Employer
                           and Employee.


Loan:                      Employee shall promptly put his Calabassas residence
                           up for sale and shall pay off his existing loan on
                           that residence when it is sold. After the payoff of
                           this existing loan, Employee shall receive a new loan
                           of up to $1.3 million from Employer for the purchase
                           of a residence in the Dallas area, to be repaid
                           monthly interest only at 6% interest. The new loan
                           will mature five (5) years after the Effective Date
                           and will be secured by the Employee's new home.

Moving Expenses:           Employee will receive reimbursement of moving
                           expenses, upon the submission of receipts, and after
                           receiving quotes from three different moving
                           companies.

Housing Allowance:         Employee will receive $6,000.00 per month, from the
                           Effective Date, for a period of three (3) months or
                           until he has closed the purchase of a new home in
                           the Dallas area, whichever comes first, for travel
                           and temporary housing expenses.

Options:                   Employee was previously granted stock options prior
                           to the Effective Date which shall continue to vest
                           and be exercisable by their original terms. In
                           addition, Employee shall be granted options to
                           purchase an additional 30,000 shares of Employer's
                           common stock at a price to be established on the date
                           this Agreement is executed, to vest in accordance
                           with Employer's current vesting schedule as follows:
                           20% on the first anniversary of the stock option
                           grant, with an additional 20% vesting on each of the
                           following four anniversaries.

                                     B - 13

</TEXT>
</DOCUMENT>
