Exhibit 10.6

                              EMPLOYMENT AGREEMENT


         This Employment Agreement ("Agreement") is made and entered into effect
as of the 2nd day of October,  2002,  by and between  Urban  Television  Network
Corporation  ("Employer" or "Company"),  a Nevada  corporation and Stanley Woods
("Employee").

                                   WITNESSETH:

         WHEREAS,  The Employer is engaged in or plans to engage in the business
of operating a satellite  television  network with affiliates  across the United
States of America;

         WHEREAS,  In order to achieve its  corporate  and business  objectives,
Employer has a vital need for an  experienced  and qualified  Vice  President of
Operations;

         WHEREAS, Employee is an experienced and highly qualified Vice President
of Operations  with the ability to coordinate  and manage a corporation  and its
daily operations;

         WHEREAS,  Employer and Employee mutually desire to agree upon the terms
of Employee's employment with Employer;

         NOW THEREFORE, Employer and Employee hereby agree as follows:

                                     I. TERM

         Subject to the  provisions  of  Article V, VI, and VII hereof  Employer
hereby agrees to employee and Employee  hereby agrees to be employed by Employer
for a three (3) year period beginning on the date of this agreement.

                                   II. DUTIES

         The  Employee  is  engaged  initially  to  serve as Vice  President  of
Operations and shall perform all duties required by Employer including,  but not
limited to those duties and functions  normally  performed by the Vice President
of  Operations  subject  always to the policies set by the Board of Directors of
Urban  Television  Network  Corporation,  a Nevada  corporation,  and such other
duties to include:

         (a)      Performing all acts, duties and responsibilities  necessary to
                  the business of Employer  and as may be required  from time to
                  time  and  customarily  performed  by  such  an  officer  of a
                  corporation including,  but not limited to, managing the daily
                  operations of the Company.

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         (b)      Participate in the  establishment  and  implementation  of the
                  corporate  structure  and  strategic  operating  plan  for the
                  Company.

         Employee  shall  spend a minimum of forty (40) hours a week  performing
duties  assigned by employer.  It is understood that from time to time a greater
number of hours may be required in order to perform the duties  necessary to the
successful  conduct of the  business by Employer.  Documented  hours over 40 per
week shall be placed in a "flex  system"  which will allow  Employee time off at
times mutually agreeable to Employer and Employee.

                             III. EXTENT OF SERVICE

         The  Employee  agrees to  perform  the duties  described  in Article II
hereof to the best of his ability, and to Employer's reasonable satisfaction.

                          IV. COMPENSATION AND BENEFITS

         A.  SALARY---- As  compensation  for the services to be rendered by the
Employee to Employer as described in Article II hereof,  during the term hereof,
Employer  shall pay  Employee an initial base salary of Fifty  Thousand  Dollars
($50,000.00) per year ("Base Salary"). The Base Salary shall be paid to Employee
semi-monthly,  commencing on the effective date hereof,  in equal  installments.
Employer will review Employee's performance on an annual basis for consideration
of a raise in salary.  The Employee  shall be eligible for bonuses as determined
by the Board of Directors and/or the compensation committee.

         B. OTHER BENEFITS

                  (1) Employee  shall be entitled to a vacation each year during
         the term of this  Agreement of not less than two (2) weeks per year, at
         a time or times  reasonably  agreeable to both  Employer and  Employee,
         during which time his salary shall be paid in full.

                  (2) Employer shall furnish,  at Employer's  expense,  Employee
         with medical and dental insurance for Employee and his family

                  (3)  Employee   shall  be   reimbursed  by  Employer  for  all
         reasonable and substantiated business expenses hereunder.


               V. TERMINATION OF EMPLOYMENT IN THE EVENT OF DEATH

         If Employee shall die during the term of his employment, Employer shall
pay to Employee's  estate (or to such other  recipient as Employee may designate
in writing to Employer) his  compensation  as determined in accordance  with the
provisions of Paragraph IV hereof for a period of one year after  Employee shall
have died.


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               VI. DISABILITY - WAGE CONTINUATION AND TERMINATION

         If Employee becomes  physically or mentally  disabled,  so as not to be
able to perform his full time regular duties as  contemplated  by this Agreement
he shall  nevertheless  continue to receive his  compensation in accordance with
the  provisions of Paragraph IV hereof for a one (1) year period,  including any
accrued and unpaid benefits and/or bonuses and including any additional benefits
available in accordance with any disability plan which Employer may institute.

           VII. TERMINATION OF EMPLOYMENT ON ACCOUNT OF OTHER REASONS

         A.  Termination  Without  Cause.  In  the  event  that  the  Employee's
employment  with Employer is  terminated  by Employer  without cause at any time
during the term of this Agreement, for any reason other than death or disability
or Paragraph B below,  Employee shall be entitled to receive, and Employer shall
pay,  double the  compensation  determined in accordance  with the provisions of
Paragraph  IV hereof as well as the value of any  accrued  and  unpaid  vacation
days, benefits, bonuses as well as expense reimbursements,  for the remainder of
the Term hereof  commencing upon notice of termination  without cause, but in no
event shall Employee be paid such compensation for less than one (1) year.

         B.  Termination  With Cause.  In the event that  Employee's  employment
under this Agreement is terminated,  at any time by Employer, during the term of
this  Agreement  for cause,  Employee  shall be entitled to receive a ninety day
written notice from Employer. During said ninety (90) day period, Employee shall
be entitled to receive full  compensation  and benefits as well as reimbursement
of any  expenses  due.  Employee  shall  not be  entitled  to earn  any  further
incentive  bonus or  benefits.  "Termination  with cause" shall mean the willful
breach or habitual neglect of duties of Employee described in Article II hereof.

         C. Employee shall have the right to terminate his employment  hereunder
at anytime for nonpayment of salary or for dissatisfaction. In the event of such
termination,  Employee  shall be paid his Base Salary in effect at that time and
any  accrued  and unpaid  vacation  days,  benefits  and  bonuses as well as any
expense reimbursements due.


                           VIII. RESTRICTIVE COVENANTS

         It is understood and agreed that during the period in which Employee is
employed  under  this  Agreement  Employee  shall not  engage or enter  into any
business  activity which competes with any business  activity as that carried on
by  Employer or any  subsidiary  of  Employer  at any time,  either  directly or
indirectly,  as an owner,  partner,  employee or as a stockholder,  officer,  or
director  of  any  corporation  or  organization  so  engaged.  If  Employee  is
terminated or is no longer  employed by Employer for any reason,  there shall be
no restrictions on Employee's business activities or employment.


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<PAGE>


                          IX. MODIFICATION OF AGREEMENT

         This  Agreement  may be modified by the parties  hereto only by written
supplemental agreement executed by both parties.


                                    X. NOTICE

         Any  notice  required  or  permitted  to be  given  hereunder  shall be
sufficient if in writing and if sent by registered  or certified  mail,  postage
prepaid, addressed as follows:

                  If To Employer:
                           Urban Television Network Corporation
                           18505 Highway 377 South
                           Fort Worth, Texas   76126

                  If To Employee:
                           Stanley Woods
                           P.O.  Box  203
                           Olden, Texas   76466


                              XI. WAIVER OF BREACH

         The Waiver by Employer of any breach of any provision of this Agreement
by Employee  shall not  operate or be  construed  as a waiver of any  subsequent
breach by Employee.

                                   XII. TITLES

         The titles of the Articles in this  Agreement  are for  convenience  of
reference only and are not to be considered in construing this Agreement.


                               XIII. GOVERNING LAW

         This  Agreement  has been  executed and delivered in the State of Texas
and its interpretation, validity and performance shall be construed and enforced
in accordance with the laws of such State. If any provision of this Agreement is
unenforceable,  invalid,  or violates  applicable  law, such provision  shall be
deemed stricken and shall not affect the  enforceablility of any other provision
of this Agreement.



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                              XIV. ENTIRE AGREEMENT

         This instrument contains the entire agreement of the parties thereto.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
this the 2nd day of October, 2002.



EMPLOYER:                                                    EMPLOYEE:
Urban Television Network Corporation
A Nevada Corporation


 /s/ Randy Moseley                                            /s/  Stanley Woods
------------------                                           -------------------
Randy Moseley, President/CEO/Director                        Stanley Woods



 /s/ Marc Pace
--------------
Marc Pace, Director


 /s/ Stan Woods
---------------
Stan Woods, Director












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