Exhibit10.90

PROMISSORY NOTE

| $12,500.00 | September 27, 2005 |
|------------|--------------------|

**FOR VALUERECEIVED,**the undersigned, **YOUTHSTREAM MEDIA NETWORKS, INC.,**a Delaware corporation (the"**Borrower**") promises to pay to theorder of                                                                           (the "**Lender**"), the principal sum ofTWELVE THOUSAND FIVE HUNDRED DOLLARS ($12,500.00) (the"**Principal**"), together with intereston the Principal as provided below, in lawful money of the UnitedStates of America, payable pursuant to the terms and conditionsprovided for herein. 

This promissory note (this"**Note**") is one a series of promissorynotes being issued by Borrower as of even date herewith in theaggregate principal amount of $50,000 (the "**BridgeNotes**") which contain the same interest, repayment andother terms as this Note. The payment rights of each lender holdingBridge Notes shall rank equally and each of such lenders shall share inany proceeds thereof pro rata according to the unpaid principalamount due and owing to each of such lenders.

1. PaymentTerms. Subject to Section 3 hereof, the Principal and accruedinterest thereon are due and payable on December 31, 2005("Maturity Date"). The payment ofPrincipal and interest under this Note shall be made to Lender inimmediately available funds, at such address or location as Lendershall designate.   Borrower may at any time, without penalty,premium or charge of any kind, prepay in whole or in part theindebtedness evidenced by this Note. Any such prepayments shall beapplied first to interest accrued through the date of prepayment andthen to Principal.

2. Interest. Interest shall accrueon the unpaid Principal balance at the rate of four percent (4%)per annum until this Note is paid in full and shall be paid on theMaturity Date or earlier in the event of an optional prepayment ormandatory prepayment as provided herein.

3. MandatoryPrepayment. This Note shall be prepaid to the extent of andpromptly following the Borrower's receipt of any proceeds from(i) that certain promissory note dated February       , 2004 inthe principal amount of $1,100,000 issued by Clive Corporation, Inc.and 1903 West Main Street Realty Management, LLC in connection with thesale of assets of the Borrower's wholly-owned subsidiary, Beyondthe Wall, Inc., (ii) tax sharing payments pursuant to that certain TaxSharing Agreement dated February 28, 2005, (iii) the closing of thesale of any of its equity securities or long-term debt instruments or(iv) the sale or transfer of any of its assets, including, withoutlimitation, its investment in KES Acquisition Company LLC.

4.Use of Proceeds. The Borrower agrees that the proceeds fromthe Bridge Notes shall be used only for general corporate purposes.

5. Events of Default; Acceleration . Borrower shall be indefault under this Note upon the occurrence of any of the followingevents of default ("**Default**"):

(a) Borrower fails to pay the Principal and/or interestunder this Note, when due; or

(b) Borrower becomesinsolvent or bankrupt; or if Borrower suffers a receiver or trustee forit or substantially all of its assets to be appointed and, if appointedwithout its consent, not discharged within sixty (60) days; or ifBorrower makes an assignment for the benefit of its creditors.

6. Remedies Upon Default. Upon the occurrence of anyDefault, the Principal balance hereof together with all accruedinterest shall become immediately due and payable without notice ordemand.   In addition, upon the occurrence of any Default,Borrower shall pay all of Lender's reasonable costs ofcollection, including actual and reasonable attorneys' fees anddisbursements.

7. Notices. All notices, requests,demands and other communications required or permitted under this Noteshall be in writing and shall be deemed to have been duly given, madeand received the same day when personally delivered or sent by telecopywith receipt confirmation, the next business day when delivered byovernight courier,   or three (3) business days after mailing, ifsent in the United States by registered or certified mail, postageprepaid, return receipt requested, addressed as set forthbelow:

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If to Lender:

YouthStream Media Networks, Inc. 244 MadisonAvenue, PMB # 358 New York, New York 10016 Attn: Jonathan V.Diamond Chief Executive Officer

If to Borrower:                                                                                                            

or at such other address or addresses as either Lender orBorrower may from time to time designate by notice to the other party,in writing.

8. Waivers of Presentment, Etc.BORROWER EXPRESSLY WAIVES PRESENTMENT, PROTEST, DEMAND, NOTICE OFDISHONOR, NOTICE OF NON-PAYMENT, NOTICE OF MATURITY, NOTICE OF PROTEST,PRESENTMENT FOR THE PURPOSE OF ACCELERATING MATURITY, AND DILIGENCE INCOLLECTION.

9. Waivers and Amendments:Non-Contractual Remedies: Preservation of Remedies. This Note maybe amended, superseded, canceled, renewed or extended and the termshereof may be waived, only by a written instrument signed by Lender andBorrower or, in the case of a waiver, by Lender. The failure of Lenderto insist, in any one or more instances, upon performance of the termsor conditions of this Note shall not be construed as a waiver orrelinquishment of any right granted hereunder or of the futureperformance of any such term, covenant or condition. No waiver on thepart of Lender of any right, power or privilege, nor any single orpartial exercise of any such right, power or privilege, shall precludeany further exercise thereof or the exercise of any other such right,power or privilege. The rights and remedies herein provided arecumulative and are not exclusive of any rights or remedies that Lendermay otherwise have at law or in equity.

10.Headings.   The headings in this Note are for referenceonly and shall not affect the interpretation of this Note.

11. Severability.   Whenever possible, eachprovision of this Note shall be interpreted in such manner as to beeffective and valid under applicable law, but if any provision of thisNote is held to be prohibited by or invalid under applicable law, suchprovision shall be ineffective only to the extent of such prohibitionor invalidity without invalidating the remainder of such provision orthe remaining provisions of this Note.

12.Mutilated, Lost Stolen or Destroyed Note. In case this Noteshall be mutilated, lost, stolen or destroyed, Borrower shall issue anddeliver, in exchange and substitution for and upon cancellation of themutilated Note, or in lieu of and substitution for this Note lost,stolen or destroyed, a new Note of like tenor, but only upon receipt ofevidence satisfactory to Borrower of such loss, theft, or destructionof such Note.

13. Miscellaneous.

(a)   This Note shall bind the Borrower and itsrespective successors, and the benefits hereof shall inure to thebenefit of Lender and its successors and assigns.   Borrower maynot assign this Note to any third party.

(b)   Allreferences herein to "Borrower" and"Lender" shall be deemed to apply to theBorrower and Lender, and their respective successors and assigns.

(c) This Note and any other documents delivered inconnection herewith and the rights and obligations of the partieshereto and thereto shall for all purposes be governed by and construedand enforced in accordance with the substantive law of the State ofDelaware without giving effect to its conflicts of law principles.

(d) Any individual signing this Note on behalf of an entityrepresents and warrants to the Lender that such individual has theright and authority to so execute this Note, and that this Note will beenforceable against such entity in accordance with itsterms.

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**IN WITNESS WHEREOF**, this Note hasbeen executed and delivered on the date first written above.

|  | YOUTHSTREAM MEDIA NETWORKS, INC. |
|--|----------------------------------|

|  | By:/s/ Robert N. Weingarten        Name: Robert N.Weingarten        Title: Chief FinancialOfficer |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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