Exhibit 10.41

                           AMENDMENT NO. 1 TO WARRANT

      Amendment No. 1 dated April 17, 2000 to the Warrant (the "Warrant")  dated
as of the 23rd day of November,  1999 by and between  Urban Cool  Network,  Inc.
(the "Company") and The Elite Funding Group, Inc. (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 Warrant 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 Warrant is amended as follows:

            I. Modifications.

                  A.    Section  3.2(a) of the Warrant is hereby  deleted in its
                        entirety.

                  B.    Section  3.2(b) of the Warrant 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 Holder as represented by Mark Herskowitz or Robert
                  Herskowitz shall have the right (which right is in addition to
                  the registration rights under Section 3.3 hereof), 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  counsel  for the  Company,  and  counsel  for the
                  Holder,  if any,  and the Holder,  in order to comply with the
                  provisions  of the  Securities  Act,  so as to permit a public
                  offering  and  sale  of  the  Holder's  Shares  for  nine  (9)
                  consecutive  months.  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 Warrant 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:

                                                   THE ELITE FUNDING GROUP, INC.

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