Exhibit 10.36

      THIS FIRST AMENDMENT TO EMPLOYMENT  AGREEMENT  (this  "Agreement") is made
and entered into as of the 13th day of April,  2000,  by and between  Urban Cool
Network,  Inc., a Delaware corporation (the "Corporation")  having an address at
1401 Elm Street,  Dallas,  Texas 75202 and Sheila Creque (the  "Executive"),  an
individual residing at 1 Park Lane, Mount Vernon, New York 10552.


                                   BACKGROUND
                                   ----------

      WHEREAS,  the  Corporation  and the  Executive are parties to that certain
Employment Agreement dated as of the 17th day of December, 1999 (the "Employment
Agreement"); and

      WHEREAS,  the  Corporation  and the  Executive  each  desire  to amend and
supplement the Employment Agreement by way of this Agreement.


                                   AGREEMENT
                                   ---------

      NOW THEREFORE,  in consideration of the premises and agreements  contained
herein, and other good and valuable  consideration,  the receipt and adequacy of
which are hereby  acknowledged,  the  parties,  intending  to be legally  bound,
hereby agree as follows;

1.    Amendment to Existing Terms of Employment Agreement

      1.1. Amendment to Section 3(a).  Section 3(a) of the Employment  Agreement
is hereby amended so that the phrase  "Seventy Five Thousand  Dollars  ($75,000)
per year" is hereby  stricken and in its place the  following  phrase  inserted:
"One Hundred Twenty-Five Thousand Dollars ($125,000.00) per year."

2.    Additional Terms to Employment Agreement

      2.1. Compensation for Services Performed Prior to Term. The parties hereby
acknowledge  that during the period from January 1, 2000, until the consummation
of an initial public  offering of the  Corporation's  securities  (the "Pre-Term
Period"),  the  Executive  has been  performing  and will  continue  to  perform
services for the Corporation.  Accordingly, in order to compensate Executive for
the  performance  of such  services,  the  Corporation  hereby  agrees to pay to
Executive,   upon  the  consummation  of  an  initial  public  offering  of  the
Corporation's securities, an amount equal to the amount the Executive would have
received  as base  salary  during the  Pre-Term  Period if the  Corporation  had
consummated  an initial  public  offering  of the  Corporation's  securities  on
January 1, 2000, assuming the Executive's base annual salary at the time of such
consummation was One Hundred Twenty-Five Thousand Dollars ($125,000.00).

      2.2. Compensation for Work Previously Performed.  Upon the consummation of
an initial public  offering of the  Corporation's  securities,  the  Corporation
shall pay Executive an amount equal to Twenty-Five Thousand Dollars ($25,000.00)
as consideration  for services  performed by Executive during the fourth quarter
of the calendar year ended December 31, 1999.

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<PAGE>

      2.3. Signing Bonus. Upon the consummation of an initial public offering of
the  Corporation's  securities,  the  Corporation  shall pay Executive an amount
equal to Thirty-Five Thousand Dollars ($35,000.00) as a signing bonus.

      2.4. Advisory Board. In addition to other incentive  compensation provided
for in the Employment Agreement, the Corporation hereby agrees to compensate the
Executive, as follows

      (a) Fifteen thousand (15,000) shares of common stock of Urban Cool payable
      upon the later of: (1) the  consummation  of an initial public offering of
      the Corporation's securities;  and (2) the agreement by Danny Glover to be
      on an advisory board of Urban Cool;

      (b) Ten thousand  (10,000)  shares of common stock of Urban Cool,  payable
      upon the later of: (1) the  consummation  of an initial public offering of
      the Corporation's  securities;  and (2) the agreement by Celia Cruze to be
      an advisory board of Urban Cool; and

      (c) Ten Thousand  (10,000)  shares of common stock of Urban Cool,  payable
      upon the later of: (1) the  consummation  of an initial public offering of
      the Corporation's securities;  and (2) the agreement by Wanya Morris to be
      on an advisory board of Urban Cool.

The parties hereby  acknowledge that all shares payable pursuant to this Section
2.4 are payable to Executive as compensation  for Executive's  services and that
Mr.  Glover,  Ms.  Cruze  and  Mr.  Morris,  respectively,  will  be  separately
compensated for agreeing to join the advisory board.

      2.5. Lock-Up Agreement. Simultaneous with the execution of this Agreement,
the Executive shall execute the Lock-Up Agreement attached hereto as "Annex I".

3.    Miscellaneous.

      3.1.   Consent  to   Jurisdiction.   The  parties  hereby  submit  to  the
jurisdiction and venue of the Courts of the State of New York.

      3.2. Headings.  The Section and Subsection headings have been included for
convenience  only, are not a part of this Agreement and shall not be taken as an
interpretation of any provision thereof.

      3.3.  Integration.  This Agreement and the Employment Agreement represents
the  parties'  final  understanding  as to  all  matters  included  herein,  and
supersedes  all prior  written  or oral  agreements  of the  parties  concerning
matters covered herein.

      3.4. Further Actions.  The parties shall take such actions and execute and
deliver such  instruments  and documents as may reasonably be required from time
to time to effect and complete the transactions set forth in this Agreement.

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<PAGE>

      3.5. Amendments and Modifications.  This Agreement may be amended, waived,
changed, modified or discharged only by an Agreement in writing signed by all of
the parties.

      3.6.  Governing  Law.  The laws of the State of New York shall  govern the
validity and construction of this Agreement, without regard to the principles of
conflicts of laws.

      3.7.  Binding  Effect.  This Agreement  shall inure to the benefit of, and
shall be  binding  upon the  parties  hereto  and their  respective  successors,
permitted assigns and personal representatives.

      3.8. Background. The Background is a part of this Agreement.

      3.9.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute a single agreement.  In proving this Agreement against
any party  hereto it shall only be  necessary  to  produce  or  account  for the
counterpart signed by the party against whom the proof is being presented.

      3.10.  Effectiveness.  This Agreement  shall become  effective and binding
when one or more counterparts hereof, individually or taken together, shall bear
the signatures of all the parties reflected hereon as the signatories.

                    [Remainder Of Page Intentionally Blank]

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<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the day and year first above written.



                                              Urban Cool Network, Inc.

                                              By:
                                                 -------------------------------
                                              Name: Jacob R. Miles, III
                                                   -----------------------------
                                              Title: CEO
                                                    ----------------------------

                                              Sheila Creque

                                              /s/ Sheila Creque
                                              -----------------


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