AMENDMENT
                                to Exhibit 10.8


     AMENDMENT,  dated  December 27,  1999,  to  Shareholders'  Agreement by and
between Urban Cool Network,  Inc. ("UCN") and Stanley Wolfson  ("Wolfson") dated
as of November 21, 1999 (the "Agreement").

                               W I T N E S S E T H

     WHEREAS,  the parties  hereto have  previously  entered  into an  agreement
pursuant to which e-Commerce is developing certain agreements;

     WHEREAS,  the parties hereto desire to amend and modify the  aforementioned
agreement; and

     WHEREAS,  UCN was to make certain payments  pursuant to the  aforementioned
agreement and has not done so as of the date hereof.

     NOW, THEREFORE,  it is mutually agreed by and between the parties hereto as
follows:

1. Article 2 is hereby  amended by striking out the whole of Article 2
thereof as it now exists and  inserting  in lieu thereof a new Article 2 to read
in its entirety as follows:

     2. Capital Contributions.

        (a.) UCN agrees to  contribute  $2,950,000  upon the  consummation  of a
public offering of UCN's securities.  In addition, the Warrant issued to Wolfson
to purchase  1,000,000  shares of Common Stock of UCN (the  "Warrant")  shall be
exercisable as follows:  (i) warrants to purchase 200,000 shares of Common Stock
shall be immediately granted and exerciseable upon the signing of the Amendment;
(ii) warrants to purchase 200,000 shares of Common Stock shall be


<PAGE>



exercisable upon e-Commerce  Solutions,  Inc., achieving gross sales of at least
$2,500,000  within 24 months of the  Funding  Date,  as defined on the  Warrant;
(iii) warrants to purchase an additional 200,000 shares of Common Stock shall be
exercisable upon e-Commerce  Solutions,  Inc., achieving gross sales of at least
$7,500,000 within 24 months of the Funding Date, as defined on the Warrant; (iv)
warrants to  purchase  an  additional  200,000  shares of Common  Stock shall be
exercisable upon e-Commerce  Solutions,  Inc., achieving gross sales of at least
$15,000,000 within 24 months of the Funding Date, as defined on the Warrant; and
(v) warrants to purchase an additional  200,000  shares of Common Stock shall be
exercisable upon e-Commerce  Solutions,  Inc., achieving gross sales of at least
$25,000,000 within 24 months of the Funding Date, as defined on the Warrant.

        (b.) UCN  agrees to  contribute  the sum of  $50,000  to the  Company on
December  27,  1999  pursuant  to  the   e-Commerce   Solutions,   Inc.   wiring
instructions, annexed as "Exhibit A" hereto.

2.   By adding a new ARTICLE TWENTY to read in its entirety as follows:

     20.  Acknowledgement. The parties hereby agree and acknowledge that Wolfson
          has fully  completed  the  items on  Schedule  2(a) to the  reasonable
          satisfaction of UCN and with Article 2(c).

     IN WITNESS WHEREOF, the parties have executed this Shareholders'  Agreement
as of


<PAGE>



the day and year first above written.





                                                 URBAN COOL NETWORK, INC.


                                                  By:/s/ Jacob R. Miles
                                                     --------------------------
                                                  Name: Jacob R. Miles
                                                  Title: CEO


                                                 /s/ Stanley Wolfson
                                                 -----------------------------
                                                 Stanley Wolfson