Exhibit 10.39

                     AMENDMENT NO. 3 TO CONSULTING AGREEMENT

      Amendment  No. 3 dated April 17,  2000 to the  Consulting  Agreement  (the
"Consulting  Agreement") dated as of the 1st day of November, 1999 by Urban Cool
Network, Inc. (the "Company") and RMH Consulting Corp. (the "Consultant").

                               W I T N E S S E T H

      WHEREAS,  the parties hereto hereby agree that it would be in their mutual
best interest to amend the Consulting Agreement in the manner set forth herein;

      NOW,  THEREFORE,  in  consideration  of the above  premises and the mutual
promises  contained  herein,  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree that the Consulting Agreement is amended as follows:

            I. Modifications.

                  A.    The first  sentence of paragraph 1.3 of the Agreement is
                        deleted in its entirety and amended to read as follows:

                        The  term of this  Agreement  shall  commence  on and be
                        effective as of November 1, 1999  ("Commencement  Date")
                        and shall continue for two years after the  Commencement
                        Date (the "Term"),  unless either party  provides to the
                        other written  notice  terminating  this Agreement as of
                        the  end  of  the  date  which  is 15  months  from  the
                        consummation  of  an  initial  public  offering  of  the
                        Company's securities,  which notice must be delivered at
                        least 15 days prior to such date.

                  B.    Section 2.1 of the  Agreement is deleted in its entirety
                        and is amended to read as follows:

                        Fees.  In  consideration  for  the  performance  of  the
                        Services to be provided by the  Consultant,  the Company
                        shall pay a fee to the  Consultant  equal to $6,250  per
                        month, payable in advance on the first day of each month
                        (the "Compensation")  during the Term of this Agreement,
                        commencing on the Commencement Date and $75,000 upon the
                        consummation  of  an  initial  public  offering  of  the
                        Company's securities.  Notwithstanding the foregoing, no
                        amount of the Compensation shall be currently payable as
                        provided in the foregoing  sentence until the earlier of
                        (i) the  consummation  of the initial public offering of
                        the securities of the Company or (ii) July 15, 2000 (the
                        "Payment  Date").  On the Payment Date,  the  Consultant
                        shall receive,  without  interest,  from the Company all
                        Compensation  that was otherwise due and payable through
                        the Payment  Date and shall begin to receive the monthly
                        Compensation as otherwise provided in this Agreement.

                  C.    The  following  paragraphs  are hereby added as Sections
                        4.13 through 4.16:

                        4.13 Board of Directors

                        (a) The Company agrees that it will,  upon  consummation
                        of its proposed initial


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                        public  offering,  for a period of not less than fifteen
                        (15) months,  appoint a designee of the Consultant as an
                        advisor to its Board of Directors and such advisor shall
                        be entitled to attend meetings of the Board, receive all
                        notices and other correspondence and communications sent
                        by the Company to members of its Board of Directors.  In
                        lieu of the  Consultant's  right to designate an advisor
                        to the Board, the Consultant shall have the right during
                        such fifteen (15) month period,  in its sole discretion,
                        to  designate  one person for  election as a director of
                        the  Company,  who  is  reasonably   acceptable  to  the
                        Company,  and the Company  will utilize its best efforts
                        to obtain  the  election  of such  person.  The  Company
                        agrees that Mark  Herskowitz  or Robert  Herskowitz  are
                        acceptable as directors.

                        The Company  agrees  that such  advisor or member of the
                        Board  shall be entitled  to the same  reimbursement  as
                        provided  to  other  directors  for  costs  incurred  in
                        attending  such  meetings,  including but not limited to
                        food,  lodging  and  transportation  and (as to a member
                        other  than  Mark   Herskowitz  or  Robert   Herskowitz)
                        compensation and fees.

                        (b)  For a  period  of  fifteen  (15)  months  from  the
                        consummation  of the Company's  proposed  initial public
                        offering of the Company's securities, the Company agrees
                        to  consult  with  the  Consultant  or its  designee  in
                        connection with any transaction  outside of the ordinary
                        course of its business. Such consultation shall occur at
                        the earliest practicable time, to assure that the advice
                        of the Consultant or its designee would be meaningful in
                        connection with such transaction.

                        (c) The rights  granted to the  Consultant  pursuant  to
                        this  Section 4.13 shall expire on the earlier of (i) 15
                        months  from  the  consummation  of  an  initial  public
                        offering of the  Company's  securities  or (ii) 120 days
                        from the  termination  of the lock-up  period imposed by
                        the  American  Stock  Exchange  on the  shares of Common
                        Stock held by the Consultant and its affiliates.

                        4.14 Lock-Up Agreement.

                        (a) The  Company  hereby  agrees  to  utilize  its  best
                        efforts  to  obtain  the   agreement   of  each  of  its
                        securityholders,  officers and  directors  not to issue,
                        offer, agree or offer to sell, sell, grant an option for
                        the  purchase  or sale  of,  transfer,  pledge,  assign,
                        hypothecate, distribute or otherwise encumber or dispose
                        of (whether  pursuant  to Rule 144 of the General  Rules
                        and  Regulations  under the  Securities  Act of 1933, as
                        amended,  or otherwise)  any  securities of the Company,
                        including common stock or options,  rights,  warrants or
                        other   securities    underlying,    convertible   into,
                        exchangeable  or exercisable for or evidencing any right
                        to purchase or subscribe  for any common  stock,  or any
                        beneficial  interest therein for a period of at least 12
                        months  from  the  effective  date  of the  registration
                        statement  in  connection  with the  Company's  proposed
                        initial public offering. The Company agrees that it will
                        not file a registration statement (except a registration
                        statement on Form S-4 (in connection with an acquisition
                        and provided that the Company obtains a fairness opinion
                        from  one of the ten  largest  accounting  firms  in the
                        United  States)  or Form S-8  with  respect  to  100,000
                        shares of Common Stock and  additional  shares of Common
                        Stock upon the prior written  consent of the  Consultant
                        which shall not be  unreasonably  withheld or delayed or
                        other similar


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<PAGE>

                        form)  covering any shares of its Common  Stock  without
                        consent of the Consultant  until the Common Stock of the
                        Consultant is tradeable without restriction,  unless the
                        shares  of  Common  Stock  held  by the  Consultant  are
                        included in such registration statement.

                        (b) The Company agrees to obtain an agreement from Jacob
                        R. Miles,  III,  Stanley  Wolfson and Wilhelmina  Artist
                        Management, LLC as described in Section 4.14 (a).

                        (c) The Company agrees not to release any securityholder
                        from the lock-up agreement  described in Section 4.14(a)
                        unless the Company  releases  The Elite  Funding  Group,
                        Inc.  and  RMH  Consulting   Corp.   from  such  lock-up
                        agreement at such time.

                        4.15 Reimbursement and Cooperation

                        (a) In addition to its other obligations with respect to
                        legal  fees  incurred  prior  to the  date  hereof,  the
                        Company  hereby agrees to reimburse the  Consultant  for
                        any legal fees and expenses in an amount of up to $7,500
                        incurred   from  and  after  the  date   hereof  by  the
                        Consultant in connection with the Consultant  contesting
                        the  requirement  imposed by The American Stock Exchange
                        of a 12 months lock-up period with respect to the shares
                        of common stock of the Company held by the Consultant or
                        its affiliates.

                        (b) The Company  agrees to cooperate with the Consultant
                        in connection  with the  Consultant's  efforts to obtain
                        the waiver or  relaxation  of the lock-up  period by the
                        American Stock Exchange.

                        4.16 Specific Performance

                        The Company acknowledges that the Consultant's  remedies
                        at law may not be  adequate,  therefore,  in addition to
                        the  Consultant's  remedies at law, the Consultant shall
                        have the remedy of specific  performance in the event of
                        the Company's breach of the terms of this Agreement.  In
                        the event that the  Consultant  elects to  exercise  the
                        remedy  of  specific  performance,  the  Company  hereby
                        waives its right to request a bond from the  Consultant.
                        The  Company  shall be  responsible  for all legal  fees
                        incurred by Consultant in enforcing this Agreement.

            II.  Confirmation.  Except as expressly  specified herein, all other
terms,  conditions  and  provisions  of  the  Consulting  Agreement  are  hereby
confirmed and shall remain in full force and effect without modification.


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<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
the day and year first above written.

                                                     URBAN COOL NETWORK, INC.

                                                     By:
                                                        ------------------------
                                                         Name:
                                                         Title:

                                                     RMH CONSULTING CORP.

                                                     By:
                                                        ------------------------
                                                        Name:
                                                        Title:

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