Exhibit 10.40

                    AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT

      Amendment No. 1 dated April 17, 2000 to the  Subscription  Agreement  (the
"Subscription  Agreement")  dated as of the 23rd  day of  November,  1999 by and
between Urban Cool Network,  Inc. (the "Company") and RMH Consulting  Corp. (the
"Holder").

                               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  Subscription  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 Subscription Agreement is amended as follows:

            I. Modifications.

                  A.    Section 4.2(a) of the  Subscription  Agreement is hereby
                        deleted in its entirety.

                  B.    Section 4.2(b) of the  Subscription  Agreement is hereby
                        deleted in its entirety and amended to read as follows:

                  At any time  during the  five-year  period  commencing  on the
                  earlier of (i) ten months after the consummation of an initial
                  public offering of the Company's securities or (ii) the waiver
                  or the relaxation of the restrictions  imposed by The American
                  Stock  Exchange  of a  lock-up  agreement  for a period  of 12
                  months, the Consultant shall have the right (which right is in
                  addition to the registration rights under Section 4.1 hereof),
                  exercisable  by  written  notice to the  Company,  to have the
                  Company  prepare  and file with the  Securities  and  Exchange
                  Commission  (the  "Commission"),   on  one  occasion,  at  the
                  Company's  expense,  a  registration  statement and such other
                  documents,  including a prospectus, as may be necessary in the
                  opinion of both  counsel  for the  Company and counsel for the
                  Underwriter,  if any, and the  Consultant,  in order to comply
                  with the provisions of the  Securities  Act, so as to permit a
                  public  offering and sale of its Common Stock for  twenty-four
                  (24)  consecutive  months by the Consultant.  Upon notice from
                  the Holder,  the Company  will use its best  efforts to file a
                  registration  statement  at the earliest  possible  time which
                  shall, in any event, not be later than 30 days from the demand
                  therefor.

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

      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: