Exhibit 10.13

                  AMENDMENT NO. 1 TO CONTRACT NUMBER T50211100
                             INTELSAT USA SALES CORP

This Amendment (the  "Amendment") is made as of December 2, 2005 (the "Effective
Date") by and  between  Urban  Television  Network  Corporation,  a  corporation
organized  and  existing  under  the laws of the State of  Nevada  with  offices
located  at 2707 S.  Cooper,  Ste.  119,  Arlington,  Texas  76015  (hereinafter
referred to as the "Customer", which expression shall include its successors and
permitted  assigns) and Intelsat USA Sales Corp., a company  incorporated  under
the laws of the State of  Delaware,  with offices at 3400  International  Drive,
N.W.  Washington  D.C.  20008  (hereinafter  referred  to as  "Intelsat",  which
expression  shall include its  successors and permitted  assigns);  each of them
referred to individually as a "Party" and collectively as the "Parties".

WHEREAS,  Loral Skynet and the Customer  executed an Agreement for the provision
of C-Band capacity on Intelsat  Americas ("IA") 5, formerly  Telstar 5, dated 20
November 2002 (the "Agreement");

WHEREAS, Loral Skynet assigned its rights and obligations under the Agreement to
Intelsat effective 17th March 2004;

WHEREAS,  the Parties  desire to amend the Service  Terms and  Conditions of the
Agreement as hereinafter set forth.

NOW  THEREFORE,  the  Parties  agree to amend the Terms  and  Conditions  to the
Agreement as described below:

     A.   The Customer hereby  acknowledges  and agrees to the assignment of the
          Agreement  from Loral  Skynet to Intelsat  effective as of the 17th of
          March 2004.

     B.   All  references  to "Loral  Skynet" shall be replaced by "Intelsat USA
          Sales Corp."

     C.   Section  1.1 of the  Agreement  is  supplemented  with the  following:
          Intelsat  offers and Customer  hereby accepts  satellite space segment
          service from 22 November 2005 through and including 21 November  2010.
          Such  service  consists of  Non-Preemptible,  C-Band  satellite  space
          segment capacity,  consisting of 6.0 MHz of power equivalent bandwidth
          ("PEB")  on a  full-time  basis  via the IA-5  satellite,  located  at
          97(degree)W.L., along with TT&C, and maintenance of the satellite used
          to provide the space segment capacity (collectively,  the "Service" or
          "Services").

     D.   Section 2 RATES shall be deleted in its entirety and replaced with the
          following:

                                                             Monthly Rate Per
              Service        Satellite         Term           Space Segment

          6 MHz, C-Band        IA-5      22 November 2005-      $ 17,850
          Non-Preemptible     (C03)      21 November 2010


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     E.   Section 4 WIRE TRANSFER  INSTRUCTIONS shall be deleted in its entirety
          and replaced with the following:

          4.   PAYMENT INSTRUCTIONS

          All payments due hereunder shall be remitted in US Dollars to:

          Intelsat USA Sales Corp.
          Citibank FSB, Washington, D.C.
          ABA # 254070116
          Account number 15096572

          Payments by check should be made out to Intelsat  USA Sales Corp.  and
          remitted to:

          Cashier
          Intelsat
          3400 International Drive, NW,
          Washington, D.C. 20008

     F.   Section 5 Payment  Schedule shall be added to the Agreement and should
          read as follows:

          a) In addition to the monthly  rate for the space  segment of $17,850,
          the Customer will continue to pay past due amounts.

          b) Payments shall be made according to the following payment schedule:

               i) A payment  in the  amount of  $20,000  shall be made  prior to
               December  15,  2005.  This amount  shall be credited  against the
               total amount due of  $54,442.43.  In addition,  an invoice in the
               amount  of  $17,850  for  December  2005  services  will  be due.
               Therefore,  the  December  2005  schedule  shall  be as  follows:
               $54,442.43 + $17,850 - $20,000 = $52,292.43 will still be due.

               ii) It is further  agreed that the  remaining  $52,292.43  can be
               paid in three  installments  of  $17,430.81  each,  beginning  in
               January through March 2006. Additionally, Customer must also send
               in their normal  recurring  charges for these months.  Therefore,
               total  payments of  $35,280.81  each for the first  three  months
               January through March of 2006 will be due.

          c) Any  shortfall  from the  monthly  expected  payment  may result in
          immediate  termination of all services.  Should Intelsat terminate the
          services due to  non-payment,  all amounts unpaid set forth above will
          become due and payable.

          d) This repayment arrangement in no way affects any remedies which may
          be  available to Intelsat at law or in equity and in no way alters any
          of Intelsat's rights under any agreements  entered into, either now or
          in the future, between Intelsat and Customer.



<PAGE>

     G.   Section 6 (ii) shall be deleted in its entirety and replaced  with the
          following:

          (ii) If to Intelsat: Intelsat USA Sales Corp. 3400
                               International Drive, N.W. Washington, D.C. 20008
                               Telephone: (202) 944-6847 Fax: (202) 944-8120
                               e-mail: uscontractnotices@intelsat.com Attention:
                               Director, Contracts

     H.   Except as herein amended,  all other provisions of the Agreement shall
          remain in full force and effect.  In the event of any conflict between
          the terms of this Amendment and those of the  Agreement,  the terms of
          this Amendment  shall supersede those of the Agreement and exclusively
          govern the matter in question.


IN WITNESS  WHEREOF,  the Parties  hereto have executed or caused to be executed
this Amendment as of the Effective Date first written above.

Intelsat USA Sales Corp.                    URBAN TELEVISION NETWORK CORPORATION


By:                                         By: /s/ Jacob R. Miles III
Print Name:                                 Print Name: Jacob R. Miles III
Title:                                      Title: Chief Executive Officer
Date:                                       Date: December 2, 2005