Exhibit 10.1


                         FIRST AMENDMENT TO SUBSCRIPTION
                                    AGREEMENT


     THIS FIRST AMENDMENT TO SUBSCRIPTION AND LOAN AGREEMENT  (herein called the
"Amendment") is dated as of February 9, 2004, by and among Wright Entertainment,
LLC., a Nevada  Limited  Liability  Company  ("Borrower")  and Urban  Television
Network Corporation ("Lender"), a Nevada corporation.

                                   WITNESSETH:

WHEREAS,  Borrower and Lender entered into that certain  Subscription  Agreement
and Promissory Note dated as of September 24, 2003(as  amended,  supplemented or
modified to the date hereof, the "Original Loan Agreement"), for the purpose and
consideration  therein  expressed,  whereby  Lender  made a Loan to  Borrower as
therein provided and pursuant to which Borrower issued certain a Promissory Note
to  the  Lender  in  the  amount  of  $6,500,000  (collectively,  the  "Original
Promissory Note");

WHEREAS, Borrower and Lender desire to amend the Original Subscription Agreement
and the Original Promissory Note for the purpose set forth herein;

NOW,  THEREFORE,  in  consideration of the premises and the mutual covenants and
agreements  contained herein, in the Original Loan Agreement and in the Original
Promissory Note, and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

                                   ARTICLE I.

                           DEFINITIONS AND REFERENCES

Section 1.1.  TERMS DEFINED IN THE ORIGINAL LOAN  AGREEMENT.  Unless the context
otherwise  requires or unless  otherwise  expressly  defined  herein,  the terms
defined in the Original Loan  Agreement  shall have the same  meanings  whenever
used in this Amendment.

Section 1.2. OTHER DEFINED TERMS. Unless the context otherwise requires, the
following terms when used in this Amendment shall have the meanings assigned to
them in this Section 1.2.

     "AMENDMENT" means this First Amendment to the Subscription Agreement.
     "SUBSCRIPTION  AGREEMENT"  means the  Original  Subscription  Agreement  as
     amended hereby.
     "PROMISSORY NOTE" means the Original Promissory Note as amended hereby.


                                   ARTICLE II.

                      AMENDMENTS TO ORIGINAL LOAN AGREEMENT

Section  2.1.  DEFINITIONS.  The  payment  schedule  set  forth in the  Original
Subscription  Agreement and the Original  Promissory Note are hereby amended and
replaced with the following:

     "First  Installment  Payment" shall mean the payment on the Promissory Note
made by  Borrower  or  Borrower's  Assigns to the Lender on or before  April 30,
2004, in an amount which is greater than or equal to $437,500.00"

     "Second Installment  Payment" shall mean the payment on the Promissory Note
made by Borrower or Borrower's Assigns to the Lender on or before July 30, 2004,
in an amount which is greater than or equal to $437,500."

     "Third  Installment  Payment" shall mean the payment on the Promissory Note
made by Borrower or  Borrower's  Assigns to the Lender on or before  October 30,
2004, in an amount which is greater than or equal to $437,500."

     "Fourth Installment  Payment" shall mean the payment on the Promissory Note
made by Borrower or Borrower's  Assigns to the Lender on or before  December 31,
2004, in an amount which is greater than or equal to $437,500."

     "Fifth  Installment  Payment" shall mean the payment on the Promissory Note
made by  Borrower  or  Borrower's  Assigns to the Lender on or before  March 31,
2005, in an amount which is greater than or equal to $875,000."

     "Sixth  Installment  Payment" shall mean the payment on the Promissory Note
made by Borrower or Borrower's Assigns to the Lender on or before June 30, 2005,
in an amount which is greater than or equal to $875,000."

<PAGE>

     "Seventh Installment Payment" shall mean the payment on the Promissory Note
made by Borrower or Borrower's  Assigns to the Lender on or before September 30,
2005, in an amount which is greater than or equal to $875,000."

     "Eighth Installment  Payment" shall mean the payment on the Promissory Note
made by Borrower or Borrower's  Assigns to the Lender on or before  December 31,
2005, in an amount which is greater than or equal to $875,000."

     "Ninth  Installment  Payment" shall mean the payment on the Promissory Note
made by  Borrower  or  Borrower's  Assigns to the Lender on or before  March 31,
2006, in an amount which is greater than or equal to $875,000."

     "Tenth  Installment  Payment" shall mean the payment on the Promissory Note
made by Borrower or Borrower's Assigns to the Lender on or before June 30, 2006,
in an amount which shall equal the remaining  principal  owed on the  Promissory
Note plus all accrued interest accumulated on the Promissory Note to the date of
this Tenth Installment Payment."

Section 2.2  OTHER AMENDMENTS

(a) If as and when  upon  resignation  and/or  termination  of  Conrad  Bullard,
Anthony  K.  Campbell,  and Carl  Olivireri  as  officers/directors  of  Lender,
Borrower shall have the right to appoint three new  directors/officers,  who are
qualified and satisfy the Lender's criteria during the pendancy of the debt. (b)
As the  President  of Lender,  Lonnie G. Wright shall  receive  $5,000 per month
compensation,  starting when the Lender  becomes  certified as a minority  owned
company by the National Minority Suppliers  Development Council and qualifies to
receive diversity money from advertisers and program sponsors.


                                  ARTICLE III.

                           CONDITIONS OF EFFECTIVENESS

Section 3.1.  EFFECTIVE DATE.  This Amendment  shall become  effective when, and
only when:

(a) Lender  shall  have  received,  at Lender'  office,  a  counterpart  of this
Amendment,  executed and  delivered by Borrower.  (b) Lender shall have received
such other supporting documents as Lender may reasonably request.

Section 3.2.  EXPENSES OF COUNSEL.  In connection with this Amendment,  Borrower
shall have the  obligation  to reimburse the Lender for the fees and expenses of
their  counsel  when  revenue  from sale of  Borrowers  equity  exceeds the debt
related to this transaction.


                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

Section 4.1.  REPRESENTATIONS  AND  WARRANTIES  OF BORROWER.  In order to induce
Lender to enter into this Amendment,  Borrower represents and warrants to Lender
to the best knowledge of Borrower that:

     (a) The Borrower has  heretofore  made a full  disclosure  to Lender of its
financial  position,  including full disclosure (either in writing or orally) of
all  monetary and covenant  defaults to the  Promissory  Note which exist on the
date hereof.  Furthermore,  the Borrower hereby represents and warrants that all
representations   and  warranties   contained  in  Article  3  of  the  Original
Subscription  Agreement shall be true and correct at and as of February 9, 2004,
except to the extent that the facts on which such representations and warranties
are based have been changed by the extension of credit under the Loan Agreement.

     (b) Borrower is duly  authorized to execute and deliver this  Amendment and
is and will  continue to be duly  authorized to borrow monies and to perform its
obligations  under the  Promissory  Note.  Borrower has duly taken all corporate
action  necessary to authorize the execution and delivery of this  Amendment and
to authorize the performance of the obligations of Borrower  hereunder and there
under.

     (c)  The  execution  and  delivery  by  Borrower  of  this  Amendment,  the
performance by Borrower of its obligations hereunder and the consummation of the
transactions contemplated hereby do not and will not conflict with any provision
of law,  statute,  rule or regulation or of the certificate of incorporation and
bylaws of Borrower, or of any material agreement,  judgment,  license,  order or
permit applicable to or binding upon Borrower,  or result in the creation of any
lien,  charge or encumbrance  upon any assets or properties of Borrower.  Except
for those that have been obtained, no consent, approval,  authorization or order
of any court or governmental  authority or third party is required in connection
with the execution  and delivery by Borrower of this  Amendment or to consummate
the transactions contemplated hereby.

<PAGE>

     (d) When duly executed and  delivered,  this  Amendment will be a legal and
binding obligation of Borrower, enforceable in accordance with its terms, except
as limited by  bankruptcy,  insolvency  or similar  laws of general  application
relating to the enforcement of creditors' rights and by equitable  principles of
general application.

     (e) That the Borrower  discloses  that it is desperate  for cash,  that the
loan is critical and necessary to conclude the transaction.

     (f)  That  the  Borrower  instructed  Anthony  Keplyn  Campbell  and or his
Designee  to  arrange  for the funds  necessary  to  complete  the down  payment
requirements of its stock subscription agreement with Lender.

     (g)That the Borrower represented that as soon as the subscription Agreement
was executed,  and Mr. Lonnie Wright, Conrad Bullard,  Anthony K. Campbell,  and
Carl  Olivireri  were  installed as officers and  directors of Urban  Television
Network Corporation the following would transpire:

          (1)  The  lender  would  become a  certified  and  qualified  minority
               business enterprise;
          (2)  The Borrower would raise funds from Borrower's sources to pay off
               the remaining balance of the Subscription Agreement;
          (3)  The  Company  had the  ability  to bring in new  programming  for
               distribution on the Lender network and affiliate stations free of
               any  copyright  claims,  which  would  result  in  claims  and or
               litigation.

     (h) The  Company  has  been and  continues  to be  unable  to  fulfill  its
obligations  under the  Subscription  Agreement and requests an extension of the
payment terms under the Subscription Agreement and Promissory Note.

     (i)  Borrower,  upon request from Lender,  agrees to execute such other and
further  documents as may be reasonably  necessary or  appropriate to consummate
the  transactions  contemplated  herein or to  perfect  the  liens and  security
interests intended to secure the payment of the loan evidenced by the Promissory
Note.

     (j) If  Borrower  shall fail to keep or  perform  any of the  covenants  or
agreements  contained  herein or if any  statement,  representation  or warranty
contained  herein is false,  misleading  or erroneous  in any material  respect,
Borrower shall be deemed to be in default under the  Subscription  Agreement and
Promissory  Note and  Lender  shall be  entitled  at its  sole  remedy  which is
foreclosure  of  Borrower's  stock of URBT held by Lender  as  security  for the
payment under the  Subscription  Agreement,  Promissory  Note and any other Loan
Document.  Lender shall  forever  release the Borrower,  its agents,  employees,
directors,   officers,  members,  managers,  attorneys  and  affiliates  of  all
liabilities  and they are held  harmless from all causes of action and claims in
connection  with  the  transactions  between  Lender  and the  Borrower  and the
operation of the Lender.

     (k)  Borrower  further  agrees  that  should  it fail to meet the  required
installments  payments as to dates and amounts set forth in the Loan  Documents,
that Lender shall be free to enter into a  subscription  agreement  with a third
party of its  choosing  to complete  the  purchase  of any  remaining  shares of
Lender's  common stock that  Borrower has not purchased  under the  Subscription
Agreement and  Promissory  Note at the date Borrower  becomes  delinquent on the
required installment payments set forth in this agreement.

     (l) Borrower  further agrees that should Lender take action to complete the
Subscription  Agreement with a third party of its choosing,  Borrower shall have
no rights  whatsoever  to  contest  the action of Lender and shall not bring any
legal action  whatsoever  against  Lender,  its  directors,  officers,  assigns,
successors,  agents.  Borrower  shall  forever  release the Lender,  its agents,
employees,  directors,  officers, members, managers, attorneys and affiliates of
all  liabilities and they are held harmless from all causes of action and claims
in connection with the transactions  between the Borrower and the Lender and the
operation of the Lender.

     (m) Borrower  further agrees that should Lender take action to complete the
Subscription  Agreement  with a third  party  of its  choosing,  Borrower  shall
instruct  its  directors,  officers and members to  immediately  resign from the
Lender's board of directors and as officers of Lender.

                                   ARTICLE V.

                                  MISCELLANEOUS

Section 5.1. RATIFICATION OF AGREEMENTS. The Original Subscription Agreement, as
hereby  amended is hereby  ratified  and  confirmed  in all  respects.  The Loan
Documents  as they may be  amended or  affected  by this  Amendment,  are hereby
ratified and confirmed m all respects.  Any reference to the Promissory  Note in
any Loan Document  shall be deemed to be a reference to the Original  Promissory
Note as hereby amended.

<PAGE>

The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein,  operate as a waiver of any right, power or remedy of
Lender under the  Promissory  Note or any other Loan  Document nor  constitute a
waiver of any provision of the Promissory Note or any other Loan Document.

Section 5.2. SURVIVAL OF AGREEMENTS. All representations,  warranties, covenants
and  agreements  of Borrower  herein shall survive the execution and delivery of
this Amendment and the  performance  hereof,  including  without  limitation the
making or  granting of the Loans,  and shall  further  survive  until all of the
Obligations  are paid in full. All  statements  and agreements  contained in any
certificate  or  instrument   delivered  by  Borrower  hereunder  or  under  the
Subscription  Agreement  and  Promissory  Note to  Lender  shall  be  deemed  to
constitute  representations  and warranties by, and/or  agreements and covenants
of,  Borrower  under this  Amendment  and under the  Subscription  Agreement and
Promissory Note.

Section  5.3.  LOAN  DOCUMENTS.  This  Amendment  is a Loan  Document,  and  all
provisions in the Subscription  Agreement and Promissory Note pertaining to Loan
Documents apply hereto and thereto.

Section 5.4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance the laws of the State of Texas and any applicable  laws of the United
States  of  America  in  all  respects,  including  construction,  validity  and
performance.

Section 5.5.  COUNTERPARTS:  FAX. This  Amendment may be separately  executed in
counterparts And by the different parties hereto in separate counterparts,  each
of  which  when so  executed  shall be  deemed  to  constitute  one and the same
Amendment.  This  Amendment  may be  validly  executed  by  facsimile  or  other
electronic transmission.

Section  5.6.   MISCELLANEOUS.   Borrower  hereby  warrants  and  Lender  hereby
acknowledge  that a signatory for Borrower,  Lonnie G. Wright,  is the President
and Managing  Member of Borrower and that full  disclosure of this has been made
to Lender, that Lender and their assigns acknowledge such disclosure.


THIS  AMENDMENT  AND THE OTHER  LOAN  DOCUMENTS  REPRESENT  THE FINAL  AGREEMENT
BETWEEN  THE  PARTIES  AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRIITEN ORAL AGREEMENTS OF THE PARTIES.

IN WITNESS  WHEREOF,  this  Amendment  is  executed  as of the date first  above
written.

                   BORROWER:
                   WRIGHT ENTERTAINMENT, LLC

                   By:   /s/ Lonnie G. Wright
                              -----------------
                              Lonnie G. Wright
                              President and Managing Member


                   LENDER:
                   URBAN TELEVISION NETWORK CORPORTION

                   By:  /s/ Randy Moseley
                             ----------------------
                             Randy Moseley, Executive Vice President
                             and Chief Financial Officer