Employment Agreement - Urban Cool Network Inc. and Barry Levine


                              EMPLOYMENT AGREEMENT


         AGREEMENT  made and entered into as of this 22nd day of November,  1999
between Urban Cool Network,  Inc., a Delaware  corporation  (the  "Corporation")
having an address at 1401 Elm Street,  Dallas, Texas 75626 and Barry Levine (the
"Executive"), residing at 18 Ramapo Trail, Harrison, New York 10528.

                              W I T N E S S E T H:

         WHEREAS, Executive is presently employed by the Corporation; and

         WHEREAS, the Company and the Executive desire to set forth the terms of
Executive's  employment  with the Company,  pursuant to the terms and conditions
hereof.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree with each other as follows:

         1. Term of Employment. The Corporation agrees to and does hereby employ
Executive,  and  Executive  agrees to and does hereby  accept  employment by the
Corporation,  as the Treasurer and Chief Financial  Officer of the  Corporation,
subject to the supervision and direction of its Chief Executive  Officer and its
Board of Directors,  for the one (1) year period  commencing on the consummation
of the initial public offering of the Corporation's securities (the "Term").

         2. Duties of Executive. Executive shall devote such time, attention and
energy to the affairs of Corporation as shall be reasonably  required to perform
his duties  hereunder,  and, in pursuance of the policies and  directions of the
Board of Directors, Executive shall use his best efforts








to promote the business and affairs of the Corporation.

         3. Base  Compensation.  In  consideration  of the Executive's  services
pursuant  to this  Agreement,  Corporation  shall pay to  Executive,  during the
period of Executive's employment under this Agreement (the "Base Compensation"),
(i) a salary at the rate of One Hundred Twenty Five Thousand Dollars  ($125,000)
per year  during  the  first  year of this  Agreement;  and  (ii) for each  year
thereafter,  annual  compensation  shall be  determined  by the Chief  Executive
Officer and its Board of  Directors,  but not less than  $125,000 per year.  The
Base Compensation shall be payable in equal installments, in accordance with the
Corporation's   customary  procedures  for  executive   employees,   subject  to
applicable tax and payroll deductions.

         4. Incentive Compensation.

            (a) Provided  Executive has duly performed his obligations  pursuant
to this  Agreement,  Executive  shall be  eligible  to  receive,  as  additional
compensation  for the services to be rendered by Executive under this Agreement,
incentive compensation. The amount of such incentive compensation, if any, shall
be  determined  by the Board of  Directors in its sole  discretion  based on the
Executive's performance and contributions to the Corporation's success.

            (b) Provided Executive's employment continues during the term hereof
and he is in good  standing  with the  Company,  Executive  shall be eligible to
receive, as additional compensation for the services to be rendered by Executive
under this Agreement,  10,000 options to purchase shares of the Company's common
stock pursuant to the Company's 1999 Stock Option Plan.  Such options shall vest
one year from the date hereof.



                                      - 2 -








         5. Other Benefits.  (a) During the term of this Agreement the Executive
shall be entitled to participate in any benefit plans adopted by the Corporation
for the general and overall  benefit of all employees  and/or for key executives
of the Corporation such as health care, life insurance, disability, stock option
plans, tax, legal and financial planning services,  pension,  profit sharing and
savings.

            (b) During the term of this  Agreement,  Executive shall be entitled
to a monthly car allowance of $400.00.

         6.  Vacation.  Executive  shall be entitled to a fully paid vacation of
three (3) weeks per calendar  year,  which  vacation  shall be scheduled at such
time or times as the Corporation in  consultation  with Executive may reasonably
determine.

         7. Expenses.  The Corporation shall pay or reimburse  Executive for all
reasonable and necessary  expenses incurred by him in connection with his duties
hereunder,  upon  submission by Executive to the  Corporation of such reasonable
evidence of such expenses as the Corporation may require.

         8. Insurance.  The Corporation may from time to time apply for policies
of  life,  health  and  accident  insurance  or  disability  insurance  upon the
Executive in such amounts as the Corporation  deems  appropriate.  The Executive
agrees to aid the Corporation in procuring such insurance,  including submitting
to a  physical  examination,  if  required,  and  completing  any and all  forms
required for application for any insurance policy.

         9.  Disclosure  of  Information.   The  Executive  shall,   during  his
employment  under this Agreement and thereafter,  keep  confidential and refrain
from disclosing to any unauthorized persons all data and information relating to
the respective businesses of the Corporation or any of its


                                      - 3 -





subsidiaries.

         10.  Intellectual  Property  Rights.  (a) The Executive  shall promptly
disclose to the  Corporation  in writing,  any and all  charts,  layouts,  maps,
inventions,  improvements,  techniques,  markets,  sales and advertising  plans,
processes,  concepts  and plans,  whether or not  copyrightable  or  patentable,
secret  processes and "know-how,"  conceived by the Executive during the term of
his employment by the Corporation  (the  "Executive's  Work  Product"),  whether
alone or with others and whether  during  regular  working hours and through the
use of facilities and property of the  Corporation or otherwise,  which directly
relates to the  present  business  of the  Corporation.  Upon the  Corporation's
request  at any time or from  time to time  during  the Term of the  Executive's
employment,  the Executive  shall (i) deliver to the  Corporation  copies of the
Executive's Work Product that may be in his possession or otherwise available to
him,  and  (ii)  execute  and  deliver  to the  Corporation  such  applications,
assignments and other  documents as it may reasonably  require in order to apply
for and obtain  copyrights  or patents in the United States of America and other
countries  with  respect to any  Executive's  Work  Product  that it deems to be
copyrightable  or  patentable,  and/or  otherwise  to vest in itself  full title
thereto.

            (b) All documents that pertain to the Corporation, including but not
limited  to the  Executive's  Work  Product,  shall be the  sole  and  exclusive
property of the Corporation. Upon the termination of the Executive's employment,
all such documents  that may be in his possession or otherwise  available to him
or shall  thereafter  come into his  possession  or  control  shall be  promptly
returned to the Corporation without the necessity of a request therefor.

         11.  Non-Competition  Covenant. (a) The Executive shall not, during his
employment by the Corporation,  engage, directly or indirectly,  in any business
competitive with the business of



                                      - 4 -




the Corporation without the consent of the Board of Directors.

            (b) For a  period  of one (1)  year  after  the  termination  of the
Executive's employment hereunder (the "Non-Competition  Period"), for any reason
whatsoever,  other than a termination by the Corporation  without good cause, or
by Executive for good reason (as  hereinafter  defined) the Executive  shall not
(i) engage, directly or indirectly, as an officer, director, shareholder, owner,
partner,  joint  venturer or in a managerial  capacity,  whether as an employee,
independent  contractor,  consultant or advisor, or as a sales representative in
any business related to Internet products and services,  and related  activities
throughout  the United States (the  "Territory"),  without the permission of the
Board of  Directors,  which  permission  shall not be  unreasonably  withheld or
delayed or (ii) induce or actively  attempt to influence  any other  employee or
consultant of the  Corporation to terminate his or her employment or consultancy
with the  Corporation.  Nothing  herein  contained  shall be deemed  to  prevent
ownership by Executive and his associates (as said term is defined in regulation
14(A) promulgated under the Securities  Exchange Act of 1934 as in effect on the
date hereof), collectively, of not more than 5% of the outstanding capital stock
of a corporation listed on a national securities exchange.

            (c) (i) The  parties to this  Agreement  consider  the  restrictions
contained herein reasonable as to the duration of the Non-Competition Period and
the extent of the  Territory.  However,  if the duration of the  Non-Competition
Period  or the  extent  of the  Territory  herein  specified  should  be  judged
unreasonable by any Court or arbitration proceeding,  the validity and effect of
the remaining  provisions of this Agreement  shall not be affected  thereby and,
the  duration of the  Non-Competition  Period shall be reduced by such number of
months  and/or  the  area of the  Territory  shall be  reduced  such  that,  the
Territory and the Non-Competition Period shall be deemed


                                      - 5 -





reasonable so that the foregoing covenant not to compete may be enforced.

               (ii)  Executive  agrees  and  recognizes  that in the  event of a
breach or  threatened  breach by Executive of the  provisions  of the  foregoing
covenants,  the Corporation may suffer  irreparable harm, and that money damages
may not be an adequate remedy. Therefore, the Corporation shall be entitled as a
matter of right to specific  performance of the covenants of Executive contained
herein  by way of  temporary  or  permanent  injunctive  relief  in a  Court  of
competent jurisdiction.

         12.  Termination.  This  Agreement and  Executive's  employment  may be
terminated in any one of the followings ways:

             (a) Death. The death of Executive shall immediately  terminate this
Agreement with no severance compensation due to Executive's estate.

             (b)  Disability.  If, as a result of incapacity  due to physical or
mental  illness or injury,  Executive  shall have been absent from his full-time
duties hereunder for three (3) consecutive  months,  then thirty (30) days after
receiving written notice (which notice may occur before or after the end of such
three (3) month period,  but which shall not be effective  earlier than the last
day of such three (3) month period),  the Corporation may terminate  Executive's
employment hereunder provided Executive is unable to resume his full-time duties
at the  conclusion of such notice  period.  Also,  Executive may terminate  this
employment  hereunder  if his health  should  become  impaired to an extent that
makes  the  continued  performance  of his  duties  hereunder  hazardous  to his
physical  or mental  health or his life,  provided  that  Executive  shall  have
furnished the Corporation  with a written  statement from a qualified  doctor to
such effect and  provided,  further,  that,  at the  Corporation's  request made
within thirty (30) days of the date of such written statement, Executive


                                      - 6 -





shall submit to an examination by a doctor  selected by the  Corporation  who is
reasonably  acceptable to Executive or Executive's  doctor and such doctor shall
have  concurred  in the  conclusion  of  Executive's  doctor.  In the event this
Agreement is terminated as a result of Executive's  disability,  Executive shall
(i) receive from the Company,  in a lump-sum payment due within thirty (30) days
of the effective date of termination,  the base salary for one (1) year and (ii)
the Corporation shall make the insurance premium payments  contemplated by COBRA
for a period of eighteen (18) months after such termination.

             (c) Good Cause.  The  Corporation  may terminate this Agreement ten
(10) days after  written  notice to Executive for "Good Cause," which shall mean
any  one or  more  of the  following:  (1)  Executive's  willful,  material  and
irreparable  breach of this Agreement;  (2) Executive's  gross negligence in the
performance or intentional  nonperformance  (continuing  for ten (10) days after
receipt of written notice of need to cure) of any of Executive's material duties
and  responsibilities  hereunder;  (3) Executive's willful dishonesty,  fraud or
misconduct  with  respect to the  business or affairs of the  Corporation  which
materially   and  adversely   affects  the   operations  or  reputation  of  the
Corporation;  (4)  Executive's  conviction of a felony  crime;  or (5) confirmed
positive illegal drug test result. In the event of a termination for Good Cause,
as  enumerated   above,   Executive   shall  have  no  right  to  any  severance
compensation.

             (d)  Without  Good  Cause.  At any time after the  commencement  of
employment,   Executive  may,  without  cause,   terminate  this  Agreement  and
Executive's  employment,  effective  thirty  (30) days after  written  notice is
provided to the Corporation. Executive may only be terminated without Good Cause
by the Corporation  during the Term hereof if such  termination is approved by a
majority  of the  members  of the  Board of  Directors  of the  Corporation  and
provided



                                      - 7 -





that the  Executive  receives  at least one (1)  month  written  notice.  Should
Executive  terminate  with  Good  Reason  or in  the  event  that  Executive  is
terminated without Good Cause during the Term,  Executive shall receive from the
Corporation,  on such dates as would otherwise be paid by the  Corporation,  the
lesser of the base  salary  at the rate  then in effect  for a period of one (1)
year, or the base salary then in effect for the balance of the Term. Further, if
Executive  is  terminated  without  Good  Cause  or  terminates  his  employment
hereunder with Good Reason, (a) the Corporation shall make the insurance premium
payments  contemplated  by  COBRA  for a period  of six (6)  months  after  such
termination,  (b) the Executive shall be entitled to receive a prorated  portion
of any annual  bonus and other  incentive  compensation  to which the  Executive
would have been entitled for the year during which the termination  occurred had
the Executive not been terminated, (c) all options to purchase the Corporation's
Common  Stock based upon the  schedule  set forth in  paragraph  4(b) shall vest
thereupon,  and (d) the Executive  shall be entitled to receive all other unpaid
benefits due and owing through Executive's last day of employment.  If Executive
resigns or otherwise terminates his employment without Good Reason,  rather than
the  Corporation  terminating  his  employment  pursuant to this  paragraph  12,
Executive shall receive no severance compensation.

             (e)  Corporation's  Failure to Execute Initial Public Offering.  In
the event that the  Corporation  does not complete an initial public offering of
the  Corporation's  securities which does not result in the gross proceeds of at
least  $15,000,000 by March 15, 2000, the  Corporation  hereunder shall have the
right to terminate the employment agreement without any liability.

         13.  Indemnification.  In the  event  Executive  is made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,   administrative  or  investigative  (other  than  an  action  by  the
Corporation against Executive), by reason of the fact that he is or was


                                     - 8 -




performing  services under this Agreement,  then the Corporation shall indemnify
Executive against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement,  as actually and reasonably incurred by Executive in
connection  therewith to the maximum  extent  permitted by  applicable  law. The
advancement of expenses shall be mandatory. In the event that both Executive and
the Corporation are made a party to the same third-party action, complaint, suit
or proceeding,  the Corporation agrees to engage competent legal representation,
and Executive  agrees to use the same  representation,  provided that if counsel
selected by the Corporation shall have a conflict of interest that prevents such
counsel from representing  Executive,  Executive may engage separate counsel and
the Corporation shall pay all attorneys' fees of such separate counsel. Further,
while  Executive is expected at all times to use his best efforts to  faithfully
discharge his duties under this  Agreement,  Executive  cannot be held liable to
the  Corporation  for errors or omissions made in good faith where Executive has
not exhibited gross,  willful and wanton  negligence and misconduct or performed
criminal  and  fraudulent  acts  which  materially  damage the  business  of the
Corporation.

         14.  Effect of Waiver.  The  waiver by either  party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

         15. Notices. Any notice permitted,  required,  or given hereunder shall
be in writing and shall be  personally  delivered;  or  delivered by any prepaid
overnight courier delivery service then in general use; or mailed, registered or
certified mail, return receipt requested,  to the addresses designated herein or
at such other address as may be designated by notice given hereunder:


                  If to :               Barry Levine
                                        18 Ramapo Trail
                                        Harrison, New York 10528



                                      - 9 -




                  If to :               Urban Cool Network, Inc.
                                        1401 Elm Street
                                        Dallas, Texas 75626


                  With a copy to:       Marc G. Rosenberg, Esq.
                                        Silverman, Collura & Chernis, P.C.
                                        381 Park Avenue
                                        New York, New York 10016


         Delivery  shall be deemed made when actually  delivered,  or if mailed,
three days after delivery to a United States Post Office.

         16.  Assignment.  Executive shall not be entitled to assign his rights,
duties or obligations under this Agreement.

         17.  Amendments.  The terms and  provisions  of this  Agreement  may be
amended or  modified  only by a written  instrument  executed by the party to be
charged by such amendment or modification.

         18.  Governing Law. The terms and provisions  herein  contained and all
the  disputes  or  claims  relating  to this  Agreement  shall be  governed  by,
interpreted  and construed in accordance  with the internal laws of the State of
New York, without reference to its conflict of laws principles.

         19.  Arbitration.  (a) In the event of a dispute  between  the  parties
arising out of or relating to this Agreement, or the breach thereof, the parties
shall make every effort to amicably resolve,  reconcile, and settle such dispute
between them.  Should an amicable  resolution not be possible,  either party may
invoke arbitration.

             (b) Subject to the  provisions  of Section  11(c)(ii)  hereof,  all
claims,  disputes and other matters in controversy  arising out of or related to
this Agreement or the performance or breach


                                     - 10 -




hereof,  shall  be  decided  by  binding  arbitration  in  accordance  with  the
Commercial  Arbitration Rules of the American Arbitration  Association (the "AAA
Rules"),  by a panel of three (3)  arbitrators,  in New York,  New York. One (1)
such arbitrator shall be appointed by each of the parties within three (3) weeks
after being requested by the other party to make such  appointment and the third
arbitrator  shall  be  appointed  by the two (2)  arbitrators  appointed  by the
parties.  In the event that a party does not appoint its arbitrator  within such
three (3) week period, or the two (2) arbitrators appointed by the parties shall
fail to agree on the third arbitrator,  such appointed arbitrator or arbitrators
shall be appointed by the American  Arbitration  Association in accordance  with
the AAA  Rules.  The award  shall  state the  facts  and  findings  and shall be
rendered  with reasons in writing.  The  arbitrators  shall have no authority or
power to alter or modify any express  condition or provision of this  Agreement,
or to render any award  which by its terms  shall have the effect of altering or
modifying any express  conditions or  provisions  of this  Agreement.  The award
rendered by the arbitrators  shall be final and judgement may be entered upon it
in  any  court  having  jurisdiction   thereof.  The  successful  party  to  the
arbitration  shall be entitled to an award for  reasonable  attorney's  fees, as
determined by the arbitrators.

         20.  Captions.  The captions of the sections of this  Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

         21. Merger and Severability. This Agreement shall constitute the entire
Agreement  between the  Corporation  and  Executive  with respect to the subject
matter hereof. The invalidity or  unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.



                                     - 11 -




         22.  Counterparts;   Facsimile.  This  Agreement  may  be  executed  by
facsimile and in two (2) or more counterparts,  each of which shall be deemed an
original  and all of  which  together  shall  constitute  but  one and the  same
instrument.


         IN WITNESS  WHEREOF,  the parties hereto have affixed their  signatures
the day and year first above written.

                                   Urban Cool Network, Inc.



                                   By:   /s/ Jacob R. Miles, III
                                         ------------------------------
                                         Name: Jacob R. Miles, III
                                         Title: Chief Executive Officer


                                         /s/ Barry Levine
                                         ------------------------------
                                         Barry Levine


                                     - 12 -




 TYPE:  EX-10.3
 SEQUENCE:  6
 DESCRIPTION:  EMPLOYMENT AGREEMENT (TERRENCE B. REDDY)




                              EMPLOYMENT AGREEMENT


         AGREEMENT  made and entered into as of this 22nd day of November,  1999
between Urban Cool Network,  Inc., a Delaware  corporation  (the  "Corporation")
having an address at 1401 Elm Street,  Dallas, Texas 75226 and Terrence B. Reddy
(the "Executive"), residing at 5948 McFarland Drive, Plano, Texas 75093.

                              W I T N E S S E T H:

         WHEREAS, Executive is presently employed by the Corporation; and

         WHEREAS, the Company and the Executive desire to set forth the terms of
Executive's  employment  with the Company,  pursuant to the terms and conditions
hereof.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree with each other as follows:

         1. Term of Employment. The Corporation agrees to and does hereby employ
Executive,  and  Executive  agrees to and does hereby  accept  employment by the
Corporation,  as the President and Chief Operating  Officer of the  Corporation,
subject to the supervision and direction of the Chief Executive  Officer and the
Board of Directors,  for the one (1) year period  commencing on the consummation
of the initial public offering of the Corporation's securities (the "Term").

         2. Duties of Executive. Executive shall devote such time, attention and
energy to the affairs of Corporation as shall be reasonably  required to perform
his duties  hereunder,  and, in pursuance of the policies and  directions of the
Chief Executive Officer, the Corporation and its







Board of Directors, Executive shall use his best efforts to promote the business
and affairs of the Corporation.

         3. Base  Compensation.  In  consideration  of the Executive's  services
pursuant  to this  Agreement,  Corporation  shall pay to  Executive,  during the
period of Executive's employment under this Agreement (the "Base Compensation"),
(i) a salary at the rate of One Hundred Twenty Five Thousand Dollars  ($125,000)
per year  during  the  first  year of this  Agreement;  and  (ii) for each  year
thereafter,  annual  compensation  shall be  determined  by the Chief  Executive
Officer and its Board of  Directors,  but not less than  $125,000 per year.  The
Base Compensation shall be payable in equal installments, in accordance with the
Corporation's   customary  procedures  for  executive   employees,   subject  to
applicable tax and payroll deductions.

         4. Incentive Compensation.

            (a). Provided Executive has duly performed his obligations  pursuant
to this  Agreement,  Executive  shall be  eligible  to  receive,  as  additional
compensation  for the services to be rendered by Executive under this Agreement,
incentive compensation. The amount of such incentive compensation, if any, shall
be  determined  by the Board of  Directors in its sole  discretion  based on the
Executive's performance and contributions to the Corporation's success.

            (b).  Provided  Executive's  employment  continues  during  the term
hereof and he is in good standing with the Company,  Executive shall be eligible
to  receive,  as  additional  compensation  for the  services  to be rendered by
Executive  under  this  Agreement,  10,000  options  to  purchase  shares of the
Company's  common stock pursuant to the Company's  1999 Stock Option Plan.  Such
options shall vest one year from the date hereof.


                                      - 2 -





         5. Other Benefits.

            (a)  During  the  term of this  Agreement  the  Executive  shall  be
entitled to participate in any benefit plans adopted by the  Corporation for the
general and overall  benefit of all employees  and/or for key  executives of the
Corporation such as health care, life insurance, disability, stock option plans,
tax, legal and financial planning services, pension, profit sharing and savings.

            (b) During the term of this  Agreement,  Executive shall be entitled
to a monthly car allowance in the amount of $400.

         6.  Vacation.  Executive  shall be entitled to a fully paid vacation of
three (3) weeks per calendar  year,  which  vacation  shall be scheduled at such
time or times as the Corporation in  consultation  with Executive may reasonably
determine.

         7. Expenses.  The Corporation shall pay or reimburse  Executive for all
reasonable and necessary  expenses incurred by him in connection with his duties
hereunder,  upon  submission by Executive to the  Corporation of such reasonable
evidence of such expenses as the Corporation may require.

         8. Insurance.  The Corporation may from time to time apply for policies
of  life,  health  and  accident  insurance  or  disability  insurance  upon the
Executive in such amounts as the Corporation  deems  appropriate.  The Executive
agrees to aid the Corporation in procuring such insurance,  including submitting
to a  physical  examination,  if  required,  and  completing  any and all  forms
required for application for any insurance policy.

         9.  Disclosure  of  Information.   The  Executive  shall,   during  his
employment  under this Agreement and thereafter,  keep  confidential and refrain
from disclosing to any unauthorized persons all data and information relating to
the respective businesses of the Corporation or any of its


                                      - 3 -





subsidiaries.

         10.  Intellectual  Property  Rights.  a. The Executive  shall  promptly
disclose to the  Corporation  in writing,  any and all  charts,  layouts,  maps,
inventions,  improvements,  techniques,  markets,  sales and advertising  plans,
processes,  concepts  and plans,  whether or not  copyrightable  or  patentable,
secret  processes and "know-how,"  conceived by the Executive during the term of
his employment by the Corporation  (the  "Executive's  Work  Product"),  whether
alone or with others and whether  during  regular  working hours and through the
use of facilities and property of the  Corporation or otherwise,  which directly
relates to the  present  business  of the  Corporation.  Upon the  Corporation's
request  at any time or from  time to time  during  the Term of the  Executive's
employment,  the Executive  shall (i) deliver to the  Corporation  copies of the
Executive's Work Product that may be in his possession or otherwise available to
him,  and  (ii)  execute  and  deliver  to the  Corporation  such  applications,
assignments and other  documents as it may reasonably  require in order to apply
for and obtain  copyrights  or patents in the United States of America and other
countries  with  respect to any  Executive's  Work  Product  that it deems to be
copyrightable  or  patentable,  and/or  otherwise  to vest in itself  full title
thereto.

             b. All documents that pertain to the Corporation, including but not
limited  to the  Executive's  Work  Product,  shall be the  sole  and  exclusive
property of the Corporation. Upon the termination of the Executive's employment,
all such documents  that may be in his possession or otherwise  available to him
or shall  thereafter  come into his  possession  or  control  shall be  promptly
returned to the Corporation without the necessity of a request therefor.

         11.  Non-Competition  Covenant.  a. The Executive shall not, during his
employment by the Corporation,  engage, directly or indirectly,  in any business
competitive with the business of


                                      - 4 -





the Corporation without the consent of the Board of Directors.

             b.  For a period  of one (1)  year  after  the  termination  of the
Executive's employment hereunder (the "Non-Competition  Period"), for any reason
whatsoever,  other than a termination by the Corporation  without good cause, or
by Executive for good reason (as  hereinafter  defined) the Executive  shall not
(i) engage, directly or indirectly, as an officer, director, shareholder, owner,
partner,  joint  venturer or in a managerial  capacity,  whether as an employee,
independent  contractor,  consultant or advisor, or as a sales representative in
any  business  competitive  with the  business  of the  corporation  without the
permission of the Board of Directors, which permission shall not be unreasonably
withheld or delayed or (ii) induce or actively  attempt to  influence  any other
employee or consultant of the  Corporation to terminate his or her employment or
consultancy  with the  Corporation.  Nothing herein contained shall be deemed to
prevent  ownership by Executive and his  associates  (as said term is defined in
regulation  14(A)  promulgated  under the Securities  Exchange Act of 1934 as in
effect on the date hereof), collectively, of not more than 5% of the outstanding
capital stock of a corporation listed on a national securities exchange.

             c. (i) The  parties to this  Agreement  consider  the  restrictions
contained herein reasonable as to the duration of the Non-Competition Period and
the extent of the  Territory.  However,  if the duration of the  Non-Competition
Period  or the  extent  of the  Territory  herein  specified  should  be  judged
unreasonable by any Court or arbitration proceeding,  the validity and effect of
the remaining  provisions of this Agreement  shall not be affected  thereby and,
the  duration of the  Non-Competition  Period shall be reduced by such number of
months  and/or  the  area of the  Territory  shall be  reduced  such  that,  the
Territory and the Non-Competition  Period shall be deemed reasonable so that the
foregoing covenant not to compete may be enforced.


                                      - 5 -





               (ii)  Executive  agrees  and  recognizes  that in the  event of a
breach or  threatened  breach by Executive of the  provisions  of the  foregoing
covenants,  the Corporation may suffer  irreparable harm, and that money damages
may not be an adequate remedy. Therefore, the Corporation shall be entitled as a
matter of right to specific  performance of the covenants of Executive contained
herein  by way of  temporary  or  permanent  injunctive  relief  in a  Court  of
competent jurisdiction.

         12.  Termination.  This  Agreement and  Executive's  employment  may be
terminated in any one of the followings ways:

             a. Death. The death of Executive shall immediately terminate this
Agreement with no severance compensation due to Executive's estate.

             b.  Disability.  If, as a result of  incapacity  due to physical or
mental  illness or injury,  Executive  shall have been absent from his full-time
duties hereunder for three (3) consecutive  months,  then thirty (30) days after
receiving written notice (which notice may occur before or after the end of such
three (3) month period,  but which shall not be effective  earlier than the last
day of such three (3) month period),  the Corporation may terminate  Executive's
employment hereunder provided Executive is unable to resume his full-time duties
at the  conclusion of such notice  period.  Also,  Executive may terminate  this
employment  hereunder  if his health  should  become  impaired to an extent that
makes  the  continued  performance  of his  duties  hereunder  hazardous  to his
physical  or mental  health or his life,  provided  that  Executive  shall  have
furnished the Corporation  with a written  statement from a qualified  doctor to
such effect and  provided,  further,  that,  at the  Corporation's  request made
within thirty (30) days of the date of such written  statement,  Executive shall
submit  to an  examination  by a  doctor  selected  by  the  Corporation  who is
reasonably acceptable


                                      - 6 -





to Executive or  Executive's  doctor and such doctor shall have concurred in the
conclusion of Executive's doctor. In the event this Agreement is terminated as a
result of Executive's disability,  Executive shall (i) receive from the Company,
in a lump-sum  payment  due within  thirty  (30) days of the  effective  date of
termination,  the base  salary for one (1) year and (ii) the  Corporation  shall
make the  insurance  premium  payments  contemplated  by COBRA  for a period  of
eighteen (18) months after such termination.

             c. Good Cause.  The  Corporation  may terminate  this Agreement ten
(10) days after  written  notice to Executive for "Good Cause," which shall mean
any  one or  more  of the  following:  (1)  Executive's  willful,  material  and
irreparable  breach of this Agreement;  (2) Executive's  gross negligence in the
performance or intentional  nonperformance  (continuing  for ten (10) days after
receipt of written notice of need to cure) of any of Executive's material duties
and  responsibilities  hereunder;  (3) Executive's willful dishonesty,  fraud or
misconduct  with  respect to the  business or affairs of the  Corporation  which
materially   and  adversely   affects  the   operations  or  reputation  of  the
Corporation;  (4)  Executive's  conviction of a felony  crime;  or (5) confirmed
positive illegal drug test result. In the event of a termination for Good Cause,
as  enumerated   above,   Executive   shall  have  no  right  to  any  severance
compensation.

             d.  Without  Good  Cause.  At any time  after the  commencement  of
employment,   Executive  may,  without  cause,   terminate  this  Agreement  and
Executive's  employment,  effective  thirty  (30) days after  written  notice is
provided to the Corporation. Executive may only be terminated without Good Cause
by the Corporation  during the Term hereof if such  termination is approved by a
majority  of the  members  of the  Board of  Directors  of the  Corporation  and
provided  that the  Executive  receives at least one (1) month  written  notice.
Should Executive terminate with


                                      - 7 -





Good Reason or in the event that  Executive  is  terminated  without  Good Cause
during the Term, Executive shall receive from the Corporation,  on such dates as
would otherwise be paid by the Corporation, the lesser of the base salary at the
rate then in effect  for a period of one (1) year,  or the base  salary  then in
effect for the balance of the Term.  Further, if Executive is terminated without
Good Cause or terminates  his  employment  hereunder  with Good Reason,  (a) the
Corporation shall make the insurance premium payments  contemplated by COBRA for
a period of six (6) months after such  termination,  (b) the Executive  shall be
entitled to receive a prorated  portion of any annual bonus and other  incentive
compensation to which the Executive would have been entitled for the year during
which the termination  occurred had the Executive not been  terminated,  (c) all
options to purchase the  Corporation's  Common Stock based upon the schedule set
forth in paragraph  4(b) shall vest  thereupon,  and (d) the Executive  shall be
entitled to receive all other unpaid benefits due and owing through  Executive's
last day of  employment.  If  Executive  resigns  or  otherwise  terminates  his
employment  without Good Reason,  rather than the  Corporation  terminating  his
employment  pursuant to this paragraph 12,  Executive shall receive no severance
compensation.

             (e).Corporation's  Failure to Execute Initial Public  Offering.  In
the event that the  Corporation  does not complete an initial public offering of
the  Corporation's  securities which does not result in the gross proceeds of at
least  $15,000,000 by March 15, 2000, the  Corporation  hereunder shall have the
right to terminate the employment agreement without any liability.

         13.  Indemnification.  In the  event  Executive  is made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,   administrative  or  investigative  (other  than  an  action  by  the
Corporation  against  Executive),  by  reason  of  the  fact  that  he is or was
performing  services under this Agreement,  then the Corporation shall indemnify
Executive against



                                      - 8 -





all expenses (including attorneys' fees),  judgments,  fines and amounts paid in
settlement,  as actually and  reasonably  incurred by  Executive  in  connection
therewith to the maximum extent  permitted by applicable law. The advancement of
expenses  shall  be  mandatory.  In  the  event  that  both  Executive  and  the
Corporation are made a party to the same third-party action,  complaint, suit or
proceeding, the Corporation agrees to engage competent legal representation, and
Executive  agrees  to use the  same  representation,  provided  that if  counsel
selected by the Corporation shall have a conflict of interest that prevents such
counsel from representing  Executive,  Executive may engage separate counsel and
the Corporation shall pay all attorneys' fees of such separate counsel. Further,
while  Executive is expected at all times to use his best efforts to  faithfully
discharge his duties under this  Agreement,  Executive  cannot be held liable to
the  Corporation  for errors or omissions made in good faith where Executive has
not exhibited gross,  willful and wanton  negligence and misconduct or performed
criminal  and  fraudulent  acts  which  materially  damage the  business  of the
Corporation.

         14.  Effect of Waiver.  The  waiver by either  party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

         15. Notices. Any notice permitted,  required,  or given hereunder shall
be in writing and shall be  personally  delivered;  or  delivered by any prepaid
overnight courier delivery service then in general use; or mailed, registered or
certified mail, return receipt requested,  to the addresses designated herein or
at such other address as may be designated by notice given hereunder:


              If to :               Terrence B. Reddy
                                    5948 McFarland Drive
                                    Plano, Texas 75093

              If to :               Urban Cool Network, Inc.


                                      - 9 -





                                    1401 Elm Street
                                    Dallas, Texas 75626

              With a copy to:       Marc G. Rosenberg, Esq.
                                    Silverman, Collura & Chernis, P.C.
                                    381 Park Avenue
                                    New York, New York 10016


         Delivery  shall be deemed made when actually  delivered,  or if mailed,
three days after delivery to a United States Post Office.

         16.  Assignment.  Executive shall not be entitled to assign his rights,
duties or obligations under this Agreement.

         17.  Amendments.  The terms and  provisions  of this  Agreement  may be
amended or  modified  only by a written  instrument  executed by the party to be
charged by such amendment or modification.

         18.  Governing Law. The terms and provisions  herein  contained and all
the  disputes  or  claims  relating  to this  Agreement  shall be  governed  by,
interpreted  and construed in accordance  with the internal laws of the State of
New York, without reference to its conflict of laws principles.

         19.  Arbitration.  a. In the event of a  dispute  between  the  parties
arising out of or relating to this Agreement, or the breach thereof, the parties
shall make every effort to amicably resolve,  reconcile, and settle such dispute
between them.  Should an amicable  resolution not be possible,  either party may
invoke arbitration.

             b.  Subject to the  provisions  of Section  11(c)(ii)  hereof,  all
claims,  disputes and other matters in controversy  arising out of or related to
this Agreement or the performance or breach hereof,  shall be decided by binding
arbitration in accordance with the Commercial Arbitration Rules


                                     - 10 -





of the American  Arbitration  Association (the "AAA Rules"), by a panel of three
(3)  arbitrators,  in New  York,  New  York.  One (1) such  arbitrator  shall be
appointed by each of the parties within three (3) weeks after being requested by
the other  party to make such  appointment  and the  third  arbitrator  shall be
appointed by the two (2) arbitrators appointed by the parties. In the event that
a party does not appoint its  arbitrator  within such three (3) week period,  or
the two (2)  arbitrators  appointed  by the  parties  shall fail to agree on the
third arbitrator, such appointed arbitrator or arbitrators shall be appointed by
the American Arbitration Association in accordance with the AAA Rules. The award
shall  state the facts  and  findings  and shall be  rendered  with  reasons  in
writing. The arbitrators shall have no authority or power to alter or modify any
express  condition or provision of this Agreement,  or to render any award which
by its terms  shall  have the  effect  of  altering  or  modifying  any  express
conditions  or  provisions  of  this  Agreement.   The  award  rendered  by  the
arbitrators  shall be final and  judgement  may be entered  upon it in any court
having  jurisdiction  thereof.  The successful party to the arbitration shall be
entitled  to an award for  reasonable  attorney's  fees,  as  determined  by the
arbitrators.

         20.  Captions.  The captions of the sections of this  Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

         21. Merger and Severability. This Agreement shall constitute the entire
Agreement  between the  Corporation  and  Executive  with respect to the subject
matter hereof. The invalidity or  unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

         22. Counterparts; Facsimile. This Agreement may be executed by
facsimile and in two


                                     - 11 -




(2) or more  counterparts,  each of which shall be deemed an original and all of
which together shall constitute but one and the same instrument.

         IN WITNESS  WHEREOF,  the parties hereto have affixed their  signatures
the day and year first above written.

                                    Urban Cool Network, Inc.



                                    By:   /s/ Jacob R. Miles, III
                                          ------------------------------
                                          Name: Jacob R. Miles, III
                                          Title: Chief Executive Officer


                                          /s/ Terrence B. Reddy
                                          ------------------------------
                                          Terrence B. Reddy



                                     - 12 -




 TYPE:  EX-10.4
 SEQUENCE:  7
 DESCRIPTION:  EMPLOYMENT AGREEMENT (ANTHONY WINSTON)




                              EMPLOYMENT AGREEMENT


         AGREEMENT  made and entered into as of this 22nd day of November,  1999
between Urban Cool Network,  Inc., a Delaware  corporation  (the  "Corporation")
having an address at 1401 Elm Street,  Dallas,  Texas 75226 and Anthony  Winston
(the "Executive"), residing at 2729 Wild Creek Trail, Keller, Texas 76248.

                              W I T N E S S E T H:

         WHEREAS, Executive is presently employed by the Corporation; and

         WHEREAS, the Company and the Executive desire to set forth the terms of
Executive's  employment  with the Company,  pursuant to the terms and conditions
hereof.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree with each other as follows:

         1. Term of Employment. The Corporation agrees to and does hereby employ
Executive,  and  Executive  agrees to and does hereby  accept  employment by the
Corporation,  as the Vice President of Technology  and Internet  Services of the
Corporation,  subject to the  supervision  and direction of its Chief  Executive
Officer and Board of  Directors,  for the one (1) year period  commencing on the
consummation of the initial public offering of the Corporation's securities (the
"Term").

         2. Duties of Executive. Executive shall devote such time, attention and
energy to the affairs of Corporation as shall be reasonably  required to perform
his duties hereunder, and, in







pursuance of the policies and  directions of the Board of  Directors,  Executive
shall  use  his  best  efforts  to  promote  the  business  and  affairs  of the
Corporation.

         3. Base  Compensation.  In  consideration  of the Executive's  services
pursuant  to this  Agreement,  Corporation  shall pay to  Executive,  during the
period of Executive's employment under this Agreement (the "Base Compensation"),
(i) a salary at the rate of One Hundred  Thousand  Dollars  ($100,000)  per year
during  the first  year of this  Agreement;  and (ii) for each year  thereafter,
annual  compensation shall be determined by theChief Executive Officer,  but not
less than  $100,000 per year.  The Base  Compensation  shall be payable in equal
installments,  in accordance  with the  Corporation's  customary  procedures for
executive employees, subject to applicable tax and payroll deductions.

         4. Incentive Compensation.

            (a). Provided Executive has duly performed his obligations  pursuant
to this  Agreement,  Executive  shall be  eligible  to  receive,  as  additional
compensation  for the services to be rendered by Executive under this Agreement,
incentive compensation. The amount of such incentive compensation, if any, shall
be  determined  by the Board of  Directors in its sole  discretion  based on the
Executive's performance and contributions to the Corporation's success.

            (b).  Provided  Executive's  employment  continues  during  the term
hereof and he is in good standing with the Company,  Executive shall be eligible
to  receive,  as  additional  compensation  for the  services  to be rendered by
Executive  under  this  Agreement,  10,000  options  to  purchase  shares of the
Company's  common stock pursuant to the Company's  1999 Stock Option Plan.  Such
options shall vest one year from the date hereof.


                                      - 2 -





         5. Other Benefits.  (a) During the term of this Agreement the Executive
shall be entitled to participate in any benefit plans adopted by the Corporation
for the general and overall  benefit of all employees  and/or for key executives
of the Corporation such as health care, life insurance, disability, stock option
plans, tax, legal and financial planning services,  pension,  profit sharing and
savings.

            (b) During the term of this  Agreement,  Executive shall be entitled
to a monthly car allowance in the amount of $400.

         6.  Vacation.  Executive  shall be entitled to a fully paid vacation of
three (3) weeks per calendar  year,  which  vacation  shall be scheduled at such
time or times as the Corporation in  consultation  with Executive may reasonably
determine.

         7. Expenses.  The Corporation shall pay or reimburse  Executive for all
reasonable and necessary  expenses incurred by him in connection with his duties
hereunder,  upon  submission by Executive to the  Corporation of such reasonable
evidence of such expenses as the Corporation may require.

         8. Insurance.  The Corporation may from time to time apply for policies
of  life,  health  and  accident  insurance  or  disability  insurance  upon the
Executive in such amounts as the Corporation  deems  appropriate.  The Executive
agrees to aid the Corporation in procuring such insurance,  including submitting
to a  physical  examination,  if  required,  and  completing  any and all  forms
required for application for any insurance policy.

         9.  Disclosure  of  Information.   The  Executive  shall,   during  his
employment  under this Agreement and thereafter,  keep  confidential and refrain
from disclosing to any unauthorized persons all data and information relating to
the respective businesses of the Corporation or any of its


                                      - 3 -





subsidiaries.

         10.  Intellectual  Property  Rights.  (a) The Executive  shall promptly
disclose to the  Corporation  in writing,  any and all  charts,  layouts,  maps,
inventions,  improvements,  techniques,  markets,  sales and advertising  plans,
processes,  concepts  and plans,  whether or not  copyrightable  or  patentable,
secret  processes and "know-how,"  conceived by the Executive during the term of
his employment by the Corporation  (the  "Executive's  Work  Product"),  whether
alone or with others and whether  during  regular  working hours and through the
use of facilities and property of the  Corporation or otherwise,  which directly
relates to the  present  business  of the  Corporation.  Upon the  Corporation's
request  at any time or from  time to time  during  the Term of the  Executive's
employment,  the Executive  shall (i) deliver to the  Corporation  copies of the
Executive's Work Product that may be in his possession or otherwise available to
him,  and  (ii)  execute  and  deliver  to the  Corporation  such  applications,
assignments and other  documents as it may reasonably  require in order to apply
for and obtain  copyrights  or patents in the United States of America and other
countries  with  respect to any  Executive's  Work  Product  that it deems to be
copyrightable  or  patentable,  and/or  otherwise  to vest in itself  full title
thereto.

             (b) All documents  that pertain to the  Corporation,  including but
not limited to the  Executive's  Work  Product,  shall be the sole and exclusive
property of the Corporation. Upon the termination of the Executive's employment,
all such documents  that may be in his possession or otherwise  available to him
or shall  thereafter  come into his  possession  or  control  shall be  promptly
returned to the Corporation without the necessity of a request therefor.

         11.  Non-Competition  Covenant. (a) The Executive shall not, during his
employment by the Corporation,  engage, directly or indirectly,  in any business
competitive with the business of


                                      - 4 -





the Corporation without the consent of the
Board of Directors.

             (b) For a  period  of one (1) year  after  the  termination  of the
Executive's employment hereunder (the "Non-Competition  Period"), for any reason
whatsoever,  other than a termination by the Corporation  without good cause, or
by Executive for good reason (as  hereinafter  defined) the Executive  shall not
(i) engage, directly or indirectly, as an officer, director, shareholder, owner,
partner,  joint  venturer or in a managerial  capacity,  whether as an employee,
independent  contractor,  consultant or advisor, or as a sales representative in
any  business  competitive  with the  business of the  Corporation,  without the
permission of the Board of Directors, which permission shall not be unreasonably
withheld or delayed or (ii) induce or actively  attempt to  influence  any other
employee or consultant of the  Corporation to terminate his or her employment or
consultancy  with the  Corporation.  Nothing herein contained shall be deemed to
prevent  ownership by Executive and his  associates  (as said term is defined in
regulation  14(A)  promulgated  under the Securities  Exchange Act of 1934 as in
effect on the date hereof), collectively, of not more than 5% of the outstanding
capital stock of a corporation listed on a national securities exchange.

             (c) (i) The parties to this  Agreement  consider  the  restrictions
contained herein reasonable as to the duration of the Non-Competition Period and
the extent of the  Territory.  However,  if the duration of the  Non-Competition
Period  or the  extent  of the  Territory  herein  specified  should  be  judged
unreasonable by any Court or arbitration proceeding,  the validity and effect of
the remaining  provisions of this Agreement  shall not be affected  thereby and,
the  duration of the  Non-Competition  Period shall be reduced by such number of
months  and/or  the  area of the  Territory  shall be  reduced  such  that,  the
Territory and the Non-Competition  Period shall be deemed reasonable so that the
foregoing covenant not to compete may be enforced.


                                      - 5 -






               (ii)  Executive  agrees  and  recognizes  that in the  event of a
breach or  threatened  breach by Executive of the  provisions  of the  foregoing
covenants,  the Corporation may suffer  irreparable harm, and that money damages
may not be an adequate remedy. Therefore, the Corporation shall be entitled as a
matter of right to specific  performance of the covenants of Executive contained
herein  by way of  temporary  or  permanent  injunctive  relief  in a  Court  of
competent jurisdiction.

         12.  Termination.  This  Agreement and  Executive's  employment  may be
terminated in any one of the followings ways:

             (a) Death. The death of Executive shall immediately  terminate this
Agreement with no severance compensation due to Executive's estate.

             (b)  Disability.  If, as a result of incapacity  due to physical or
mental  illness or injury,  Executive  shall have been absent from his full-time
duties hereunder for three (3) consecutive  months,  then thirty (30) days after
receiving written notice (which notice may occur before or after the end of such
three (3) month period,  but which shall not be effective  earlier than the last
day of such three (3) month period),  the Corporation may terminate  Executive's
employment hereunder provided Executive is unable to resume his full-time duties
at the  conclusion of such notice  period.  Also,  Executive may terminate  this
employment  hereunder  if his health  should  become  impaired to an extent that
makes  the  continued  performance  of his  duties  hereunder  hazardous  to his
physical  or mental  health or his life,  provided  that  Executive  shall  have
furnished the Corporation  with a written  statement from a qualified  doctor to
such effect and  provided,  further,  that,  at the  Corporation's  request made
within thirty (30) days of the date of such written  statement,  Executive shall
submit  to an  examination  by a  doctor  selected  by  the  Corporation  who is
reasonably acceptable


                                      - 6 -





to Executive or  Executive's  doctor and such doctor shall have concurred in the
conclusion of Executive's doctor. In the event this Agreement is terminated as a
result of Executive's disability,  Executive shall (i) receive from the Company,
in a lump-sum  payment  due within  thirty  (30) days of the  effective  date of
termination,  the base  salary for one (1) year and (ii) the  Corporation  shall
make the  insurance  premium  payments  contemplated  by COBRA  for a period  of
eighteen (18) months after such termination.

             (c) Good Cause.  The  Corporation  may terminate this Agreement ten
(10) days after  written  notice to Executive for "Good Cause," which shall mean
any  one or  more  of the  following:  (1)  Executive's  willful,  material  and
irreparable  breach of this Agreement;  (2) Executive's  gross negligence in the
performance or intentional  nonperformance  (continuing  for ten (10) days after
receipt of written notice of need to cure) of any of Executive's material duties
and  responsibilities  hereunder;  (3) Executive's willful dishonesty,  fraud or
misconduct  with  respect to the  business or affairs of the  Corporation  which
materially   and  adversely   affects  the   operations  or  reputation  of  the
Corporation;  (4)  Executive's  conviction of a felony  crime;  or (5) confirmed
positive illegal drug test result. In the event of a termination for Good Cause,
as  enumerated   above,   Executive   shall  have  no  right  to  any  severance
compensation.

             (d)  Without  Good  Cause.  At any time after the  commencement  of
employment,   Executive  may,  without  cause,   terminate  this  Agreement  and
Executive's  employment,  effective  thirty  (30) days after  written  notice is
provided to the Corporation. Executive may only be terminated without Good Cause
by the Corporation  during the Term hereof if such  termination is approved by a
majority  of the  members  of the  Board of  Directors  of the  Corporation  and
provided  that the  Executive  receives at least one (1) month  written  notice.
Should Executive terminate with

                                      - 7 -





Good Reason or in the event that  Executive  is  terminated  without  Good Cause
during the Term, Executive shall receive from the Corporation,  on such dates as
would otherwise be paid by the Corporation, the lesser of the base salary at the
rate then in effect  for a period of one (1) year,  or the base  salary  then in
effect for the balance of the Term.  Further, if Executive is terminated without
Good Cause or terminates  his  employment  hereunder  with Good Reason,  (a) the
Corporation shall make the insurance premium payments  contemplated by COBRA for
a period of six (6) months after such  termination,  (b) the Executive  shall be
entitled to receive a prorated  portion of any annual bonus and other  incentive
compensation to which the Executive would have been entitled for the year during
which the termination  occurred had the Executive not been  terminated,  (c) all
options to purchase the  Corporation's  Common Stock based upon the schedule set
forth in paragraph  4(b) shall vest  thereupon,  and (d) the Executive  shall be
entitled to receive all other unpaid benefits due and owing through  Executive's
last day of  employment.  If  Executive  resigns  or  otherwise  terminates  his
employment  without Good Reason,  rather than the  Corporation  terminating  his
employment  pursuant to this paragraph 12,  Executive shall receive no severance
compensation.

             (e).Corporation's  Failure to Execute Initial Public  Offering.  In
the event that the  Corporation  does not complete an initial public offering of
the  Corporation's  securities which does not result in the gross proceeds of at
least  $15,000,000 by March 15, 2000, the  Corporation  hereunder shall have the
right to terminate the employment agreement without any liability.

         13.  Indemnification.  In the  event  Executive  is made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,   administrative  or  investigative  (other  than  an  action  by  the
Corporation  against  Executive),  by  reason  of  the  fact  that  he is or was
performing  services under this Agreement,  then the Corporation shall indemnify
Executive against


                                      - 8 -




all expenses (including attorneys' fees),  judgments,  fines and amounts paid in
settlement,  as actually and  reasonably  incurred by  Executive  in  connection
therewith to the maximum extent  permitted by applicable law. The advancement of
expenses  shall  be  mandatory.  In  the  event  that  both  Executive  and  the
Corporation are made a party to the same third-party action,  complaint, suit or
proceeding, the Corporation agrees to engage competent legal representation, and
Executive  agrees  to use the  same  representation,  provided  that if  counsel
selected by the Corporation shall have a conflict of interest that prevents such
counsel from representing  Executive,  Executive may engage separate counsel and
the Corporation shall pay all attorneys' fees of such separate counsel. Further,
while  Executive is expected at all times to use his best efforts to  faithfully
discharge his duties under this  Agreement,  Executive  cannot be held liable to
the  Corporation  for errors or omissions made in good faith where Executive has
not exhibited gross,  willful and wanton  negligence and misconduct or performed
criminal  and  fraudulent  acts  which  materially  damage the  business  of the
Corporation.

         14.  Effect of Waiver.  The  waiver by either  party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

         15. Notices. Any notice permitted,  required,  or given hereunder shall
be in writing and shall be  personally  delivered;  or  delivered by any prepaid
overnight courier delivery service then in general use; or mailed, registered or
certified mail, return receipt requested,  to the addresses designated herein or
at such other address as may be designated by notice given hereunder:


              If to :             Anthony Winston
                                  2729 Wild Creek Trail
                                  Keller, Texas 76248.

              If to :             Urban Cool Network, Inc.


                                      - 9 -



                                  1401 Elm Street
                                  Dallas, Texas 75626

              With a copy to:     Marc G. Rosenberg, Esq.
                                  Silverman, Collura & Chernis, P.C.
                                  381 Park Avenue
                                  New York, New York 10016


         Delivery  shall be deemed made when actually  delivered,  or if mailed,
three days after delivery to a United States Post Office.

         16.  Assignment.  Executive shall not be entitled to assign his rights,
duties or obligations under this Agreement.

         17.  Amendments.  The terms and  provisions  of this  Agreement  may be
amended or  modified  only by a written  instrument  executed by the party to be
charged by such amendment or modification.

         18.  Governing Law. The terms and provisions  herein  contained and all
the  disputes  or  claims  relating  to this  Agreement  shall be  governed  by,
interpreted  and construed in accordance  with the internal laws of the State of
New York, without reference to its conflict of laws principles.

         19.  Arbitration.  (a) In the event of a dispute  between  the  parties
arising out of or relating to this Agreement, or the breach thereof, the parties
shall make every effort to amicably resolve,  reconcile, and settle such dispute
between them.  Should an amicable  resolution not be possible,  either party may
invoke arbitration.

             (b) Subject to the  provisions  of Section  11(c)(ii)  hereof,  all
claims,  disputes and other matters in controversy  arising out of or related to
this Agreement or the performance or breach hereof,  shall be decided by binding
arbitration in accordance with the Commercial Arbitration Rules


                                     - 10 -




of the American  Arbitration  Association (the "AAA Rules"), by a panel of three
(3)  arbitrators,  in New  York,  New  York.  One (1) such  arbitrator  shall be
appointed by each of the parties within three (3) weeks after being requested by
the other  party to make such  appointment  and the  third  arbitrator  shall be
appointed by the two (2) arbitrators appointed by the parties. In the event that
a party does not appoint its  arbitrator  within such three (3) week period,  or
the two (2)  arbitrators  appointed  by the  parties  shall fail to agree on the
third arbitrator, such appointed arbitrator or arbitrators shall be appointed by
the American Arbitration Association in accordance with the AAA Rules. The award
shall  state the facts  and  findings  and shall be  rendered  with  reasons  in
writing. The arbitrators shall have no authority or power to alter or modify any
express  condition or provision of this Agreement,  or to render any award which
by its terms  shall  have the  effect  of  altering  or  modifying  any  express
conditions  or  provisions  of  this  Agreement.   The  award  rendered  by  the
arbitrators  shall be final and  judgement  may be entered  upon it in any court
having  jurisdiction  thereof.  The successful party to the arbitration shall be
entitled  to an award for  reasonable  attorney's  fees,  as  determined  by the
arbitrators.

         20.  Captions.  The captions of the sections of this  Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

         21. Merger and Severability. This Agreement shall constitute the entire
Agreement  between the  Corporation  and  Executive  with respect to the subject
matter hereof. The invalidity or  unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

         22. Counterparts; Facsimile. This Agreement may be executed by
facsimile and in two 


                                    - 11 -




(2) or more  counterparts,  each of which shall be deemed an original and all of
which together shall constitute but one and the same instrument.

         23. Superceding  Agreement.  This Agreement supercedes and replaces any
other Employment Agreement between the Corporation and the Executive.


         IN WITNESS  WHEREOF,  the parties hereto have affixed their  signatures
the day and year first above written.

                                   Urban Cool Network, Inc.



                                   By:      /s/ Jacob R. Miles, III
                                            ------------------------------
                                            Name: /s/ Jacob R. Miles, III
                                            Title: Chief Executive Officer


                                            /s/ Anthony Winston
                                            ------------------------------
                                            Anthony Winston




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