Exhibit 10.43

                            STOCK PURCHASE AGREEMENT

         This STOCK PURCHASE  AGREEMENT (the  "Agreement"),  is made and entered
into as of March 22,  2000,  by and among  Urban Cool  Network,  Inc.  ("UCN") a
Delaware  corporation,  and Wilhelmina Artist Management LLC, a New York limited
liability company ("WAM").

                                    RECITALS

I.    WAM owns 500  shares  of  common  stock of  WilhelminaUrbanCool.com,  Inc.
      ("WUC"),  a  Delaware  corporation,   which  constitutes  all  issued  and
      outstanding  shares  of  capital  stock of WUC  (such  shares  hereinafter
      referred to as the "WUC Stock"); and

II.   WAM desires to transfer  to UCN one hundred  percent  (100%) of the issued
      and outstanding shares of WUC stock, in exchange for 580,000 shares of UCN
      common shares of the 3,630,000 million currently outstanding in a tax-free
      stock for stock  transaction,  on the terms and subject to the  conditions
      set forth in this Agreement (the "Acquisition").

      NOW,  THEREFORE,  in  consideration  of the foregoing  and the  respective
covenants,  promises,  representations  and warranties set forth herein, and for
other good and valuable consideration, intending to be legally bound hereby, the
parties agree as follows:

SECTION 1.  EXCHANGE OF  SECURITIES

1.1   Exchange  of Stock:  Subject to the terms and  conditions  hereof,  at the
      Closing  (as  hereinafter  defined),  WAM will  transfer to UCN all right,
      title  and  interest  of WAM in the WUC Stock  for  580,000  shares of UCN
      common  stock,  $.001 par value,  to be issued to WAM at the Closing  (the
      "UCN Stock").

1.2   The Closing:  The closing of the  Acquisition  (the  "Closing")  will take
      place as promptly as practicable, but no later than five (5) business days
      following satisfaction or waiver of the conditions set forth in Article 6,
      at the offices of WAM located at 300 Park Avenue South, New York, New York
      10010, unless another place or time is agreed to by the parties.  The date
      upon  which the  Closing  actually  occurs is  herein  referred  to as the
      "Closing  Date." On the Closing Date,  the parties  hereto shall cause the
      Acquisition to be consummated in accordance  with the relevant  provisions
      of applicable  law. The parties intend that the Closing Date will occur on
      or prior to March 31, 2000.

      (a)  Procedure at the Closing: At the Closing,  the parties agree that the
           following shall occur:

           (i)   The parties shall have  satisfied  each of the  conditions  set
                 forth  in  Sections  5 and 6,  and  shall  deliver  any and all
                 documents  required by such  Sections,  unless such delivery is
                 waived.

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           (ii)  WAM will assign and transfer to UCN all of WAM's right,  title,
                 and  interest  in and to the WUC Stock by  delivering  to UCN a
                 certificate  or  certificates  representing  the WUC Stock,  in
                 genuine  and  unaltered   form,   duly  endorsed  in  blank  or
                 accompanied  by duly executed  stock powers  endorsed in blank,
                 with requisite stock transfer tax stamps, if any, attached.

           (iii) UCN shall execute,  provide and deliver to WAM a certificate or
                 certificates   representing  the  UCN  Stock,  in  genuine  and
                 unaltered form, with requisite stock transfer  stamps,  if any,
                 attached.

1.3   Taking of  Necessary  Action;  Further  Action:  If, at any time after the
      Closing,  any such  further  action is necessary or desirable to carry out
      the purposes of this Agreement and to vest UCN with full right,  title and
      possession to the WUC Stock,  or to vest WAM with full right,  title,  and
      possession  to the UCN Stock,  the officers and  directors of both UCN and
      WAM are fully authorized in the name of their  respective  corporations or
      otherwise to take, and will take, all such lawful and necessary action.

1.4   Restrictions on UCN Stock:

      (a)  The UCN Stock has not been  registered  under the Securities  Act, by
           reason of a specific  exemption from the  registration  provisions of
           the Securities Act of 1933, as amended (the  "Securities  Act").  WAM
           understands that the shares of UCN Stock are "restricted  securities"
           under   applicable  U.S.  federal  and  state  securities  laws  and,
           therefore,  that WAM must hold the UCN Stock indefinitely unless such
           shares are registered by UCN and qualified by state  authorities,  or
           an exemption from such registration is available.

      (b)  Legend.  Each  certificate  evidencing  the UCN Stock  subject to the
           terms and conditions of this Agreement and each certificate issued in
           exchange for or upon the transfer of any shares  subject to the terms
           and  conditions of this  Agreement (if such shares remain  subject to
           the terms and conditions of this Agreement after such transfer) shall
           be stamped or  otherwise  imprinted  with a  conspicuous  legend,  in
           substantially the following form:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED AND
                  HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
                  VIEW TO,  OR IN  CONNECTION  WITH,  THE  SALE OR  DISTRIBUTION
                  THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
                  AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
                  OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE UCN THAT SUCH
                  REGISTRATION  IS NOT  REQUIRED  UNDER  THE  SECURITIES  ACT OF
                  1933."


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SECTION 2. CONTENT SHARING AND STRATEGIC ALLIANCES

      (a)  WAM  Services,  Alliances  and Added Value:  WAM's  Public  Relations
           Department,  Special Events  Promotion,  Co-creation of International
           Events  (i.e.,  World Wide  Internet  Talent/Model  Search on the UCN
           Platform) shall be available for marketing and platform  construction
           purposes. In addition, WAM shall use reasonable commercial efforts to
           include  all  other  strategic  partners  in the  UCN  agreement  for
           cross-linkages,  partnerships  and  alliances.  The list of companies
           that have already concluded a partnership agreement with WAM include:

           1. OnlyReal.com- women's plus size fashion site

           2. Verius.com- sports, events, and language instruction site

           3. OrbitTravel.com- travel destination site

           The companies with which WAM is currently in negotiation with respect
           to the formation of a partnership or strategic alliance include:

           1.  Wirebreak.com- live entertainment site

           2.  ShopPlanetX- 3rd world ecommerce site

           3.  Gloss.com- beauty site

           4.  AKA.com- hip-hop site

           5.  MuzicDepot.com- music site

           6.  EUniverse.com- entertainment site

           7.  GoHastings.com- entertainment site

           8.  MSGonline.com- teen girls site

           9.  ICanBuy.com- teen ecommerce site

           10. CyberRetail.com- fashion site

           11. Graffitionline- teen fashion site

           12. Inchant.com- intimate apparel site

           13. Pseudo.com- digital content site

           Subject  to the  License  Agreement,  WAM may  attempt  to enter into
           negotiations with additional  partners.  In addition,  if applicable,
           the content platform residing on the AOL Keyword "Wilhelmina" will be
           accessible among all partners.


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<PAGE>

      (b)  WAM Talent: Talent represented by WAM is not included as part of this
           Agreement. The engagement of any WAM talent shall be negotiated in an
           arms-length transaction in order to avoid a conflict of interest.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF WAM

      WAM hereby represents and warrants to UCN as follows:

3.1   Organization, Standing, and Power: WAM is a limited liability company duly
      organized,  validly  existing,  and in good standing under the laws of the
      State of New York.

      (a)   WUC is a corporation duly organized,  validly existing,  and in good
            standing under the laws of the State of Delaware;  has all requisite
            corporate  power to own,  lease,  and operate its  properties and to
            carry  on  its  business  as  currently  being  conducted;  is  duly
            qualified  to  do  business   and  is  in  good   standing  in  each
            jurisdiction  in which the  failure to be so  qualified  and in good
            standing  would  have a  material  adverse  effect on the  business,
            assets  (including  intangible  assets),   properties,   liabilities
            (contingent or  otherwise),  financial  condition,  or operations (a
            "Material  Adverse  Effect")  of WUC;  and WUC does not  directly or
            indirectly  own any equity or similar  interest  in, or any interest
            convertible or exchangeable or exercisable for any equity or similar
            interest in, any corporation,  partnership,  joint venture, or other
            business  association  or entity.  WUC is not in violation of any of
            the provisions of its Certificate of Incorporation or Bylaws.

3.2   WUC Capital Structure: The authorized capital stock of WUC consists of One
      Thousand  (1,000)  shares of WUC Common Stock,  $1.00 par value,  of which
      Five  Hundred  (500)  shares are issued  and  outstanding  and are held of
      record  by WAM.  All  outstanding  shares  of WUC  Stock  have  been  duly
      authorized and validly issued, are fully paid and  nonassessable,  and are
      subject  to no  preemptive  rights or rights of first  refusal  created by
      statute,  the  Certificate  of  Incorporation,  or  Bylaws  of  WUC or any
      agreement to which WUC is a party or by which it is bound. WAM owns all of
      the  issued  and  outstanding  capital  stock of WUC free and clear of any
      mortgage,  pledge,  assessment,  security  interest,  lease, lien, adverse
      claim,  levy, charge, or other encumbrance of any kind, or any contract or
      agreement  to grant any of the  foregoing  ("Liens").  The  delivery  of a
      certificate or certificates at the Closing representing the WUC Stock will
      transfer to UCN good and valid  title to the WUC Stock,  free and clear of
      all Liens.

      (a)  There  are  (i)  no  equity  securities  of any  class  of WUC or any
           securities   exchangeable   into  or  exercisable   for  such  equity
           securities issued,  reserved for issuance, or outstanding and (ii) no
           outstanding subscriptions, options, warrants, puts, calls, rights, or
           other  commitments  or  agreements of any character to which WUC is a
           party or by which it is bound obligating WUC to issue, deliver, sell,
           repurchase,  or  redeem,  or cause  to be  issued,  delivered,  sold,
           repurchased,  or redeemed, any equity securities of WUC or obligating
           WUC to grant, extend, accelerate the vesting of, change the price of,
           or  otherwise  amend or enter into any such  option,  warrant,  call,
           right, commitment, or agreement.


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<PAGE>

3.3   Authority:  WAM has all  requisite  limited  liability  company  power and
      authority to enter into this Agreement and the other documents required to
      be  executed  and  delivered  by WAM  hereunder  (collectively,  the  "WAM
      Transaction  Documents") and to consummate the  transactions  contemplated
      hereby and thereby.  The execution and delivery of this  Agreement and the
      other WAM Transaction  Documents and the  consummation of the transactions
      contemplated hereby and thereby have been duly authorized by all necessary
      corporate  action  on the part of WAM.  This  Agreement  and the other WAM
      Transaction  Documents  have been duly  executed and  delivered by WAM and
      constitute the valid and binding  obligations of WAM,  enforceable against
      WAM in accordance with their terms,  except as such  enforceability may be
      limited  by  bankruptcy,  insolvency,  moratorium  or other  similar  laws
      affecting  or  relating  to  creditors'  rights  generally,   and  general
      principles of equity.

      (a)  The execution and delivery by WAM of this Agreement and the other WAM
           Transaction   Documents   do  not,  and  the   consummation   of  the
           transactions  contemplated  hereby and thereby will not: (i) conflict
           with,  or result in any  violation or breach of any  provision of the
           Certificate  of  Formation  or  Operating  Agreement  of  WAM  or the
           Certificate  of  Incorporation  or Bylaws of WUC,  (ii) result in any
           violation  or breach of, or  constitute  (with or  without  notice or
           lapse of time, or both) a default  under,  or give rise to a right of
           termination, cancellation, or acceleration of any material obligation
           or loss of any benefit under any note,  mortgage,  indenture,  lease,
           contract,  or other  agreement or obligation to which WAM or WUC is a
           party or by which WAM or WUC or any of their properties or assets may
           be bound;  (iii)  conflict  with or violate any  permit,  concession,
           franchise, license, judgment, order, decree, statute, law, ordinance,
           rule,  or  regulation  applicable  to WAM  or  WUC  or  any of  their
           properties  or  assets;  or (iv)  require  WAM or WUC to  obtain  any
           consent,  approval,  or action of,  make any filing  with or give any
           notice to any  entity or person as a result or under the terms of any
           contract  or  agreement  to  which  WAM or WUC is a party or by which
           their properties or assets are bound,  except in the case of (ii) and
           (iii) for such violations,  breaches,  defaults, rights, or conflicts
           which  would  not be  reasonably  likely to have a  Material  Adverse
           Effect on WUC or  materially  affect the ability of WAM to consummate
           the  transactions  contemplated  by this Agreement in accordance with
           its  terms,  and,  except  in the  case of (iv)  for  such  consents,
           approvals or actions  which,  if not  obtained or made,  would not be
           reasonably  likely  to  have  a  Material  Adverse  Effect  on WUC or
           materially  adversely  affect the  ability of WAM to  consummate  the
           transactions  contemplated  by this Agreement in accordance  with its
           terms.

      (b)  No consent,  approval,  order, or authorization  of, or registration,
           declaration,  or filing with, any governmental  entity is required by
           WAM or WUC in  connection  with the  execution  and  delivery of this
           Agreement or the other WAM Transaction  Documents or the consummation
           of the  transactions  contemplated  hereby or thereby except for such
           consents,  authorizations,   filings,  approvals,  and  registrations
           which,  if not obtained or made,  would not be  reasonably  likely to
           have a Material Adverse Effect on WUC or materially  adversely affect
           the ability


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<PAGE>


           of WAM to consummate the transactions  contemplated by this Agreement
           in accordance with its terms.

3.4   Absence of  Undisclosed  Liabilities:  WUC does not have any  liabilities,
      either accrued or contingent, and whether due or to become due, other than
      liabilities  incurred  since its  formation in connection  therewith,  and
      liabilities incurred or to be incurred pursuant to the License Agreement.

3.5   Absence of Certain Changes or Events: Since its date of formation, WUC has
      not  conducted  any business and has not suffered any event or  occurrence
      that has had or could  reasonably  be expected to have a Material  Adverse
      Effect on WUC;

3.6   Intellectual  Property:  WUC owns,  or is licensed or otherwise  possesses
      legally enforceable rights to use, all patents,  trademarks,  trade names,
      service marks, and copyrights,  and any applications for and registrations
      of such  Intellectual  Property,  and all  processes,  formulae,  methods,
      schematics,   technology,   know-how,   computer   software   programs  or
      applications,  and  tangible  or  intangible  proprietary  information  or
      materials  that are  necessary to conduct the business of WUC as currently
      conducted.

3.7   WUC License:  WUC is a party to a binding agreement with WAM that provides
      a renewable twenty-five year,  royalty-free,  exclusive (as it pertains to
      urban sites where the urban  market is targeted as its  principal  form of
      business) license (the "License  Agreement"),  a true and accurate copy of
      which is attached hereto as Exhibit "A" and by this reference incorporated
      herein,  to use,  reproduce,  transmit,  display and otherwise exploit the
      trademarks, tradenames, service marks, designs, logo and other proprietary
      marks  of WAM  (the  "Marks")  in  connection  with  the (i)  development,
      exploitation,  marketing, promotion, positioning, and branding of UCN, its
      affiliates,  and it and its affiliates'  respective  businesses,  and (ii)
      development,    reproduction,    transmission,   display,   communication,
      distribution  and  other  exploitation  of  programming  and  content  (in
      whatever form UCN deems appropriate)  featuring or otherwise involving the
      Marks and the models,  athletes and other talent  represented by WAM or an
      affiliate of WAM.

3.8   Contracts:  WUC is not a party or subject to any other binding agreements,
      obligations, or commitments, written or oral:

      (a)  that call for any fixed and/or  contingent  payment or expenditure or
           any related series of fixed an/or contingent payments or expenditures
           by or to WUC totaling more than $25,000.00 in any calendar year;

      (b)  with agents, advisors,  salesmen,  representatives,  contractors,  or
           consultants that are not cancelable by it on no more than thirty (30)
           days notice and without liability, penalty, or premium;

      (c)  that  restricts  WUC from  carrying  on  anywhere  in the  world  its
           business or any portion thereof as currently conducted;

      (d)  to provide funds to or to make any  investment in any other person or
           entity (in the form of a loan, capital contribution, or otherwise);


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<PAGE>

      (e)  with  respect  to  obligations  as  guarantor,   surety,   co-signer,
           endorser,  co-maker,  indemnitor,  or  otherwise  in  respect  of the
           obligation of any other person or entity;

      (f)  for any line of credit, standby financing, revolving credit, or other
           similar financial arrangement;

      (g)  with any distributor,  original equipment  manufacturer,  value added
           remarketer or other person for the distribution of any WUC products.

WUC is not in material  default under or in material breach or violation of, nor
is there any valid  basis for any claim of  material  default by WUC  under,  or
material breach or violation by WUC of, any contract, commitment, or restriction
to which  WUC is a party or by which WUC or any of its  properties  or assets is
bound (including the License Agreement).  To WUC's or WAM's knowledge,  no other
party is in material default under or in material breach or violation of, nor is
there any valid basis for any claim of material default by any other party under
any contract, commitment, or restriction to which WUC is a party or by which WUC
or any of its properties or assets is bound.

3.9   Compliance  with Laws: WUC has complied in all material  respects with, is
      not in  material  violation  of,  and  has not  received  any  notices  of
      violation with respect to, any statute,  law, or regulation  applicable to
      the ownership or operation of its business.

3.10  Litigation:  There is no action, suit, proceeding,  claim, arbitration, or
      investigation pending before any agency, court, or tribunal,  or, to WAM's
      and WUC's  knowledge,  threatened  against WUC or any of its properties or
      officers or directors (in their capacities as such). There is no judgment,
      decree,  or order against WUC or, to WAM's or WUC's knowledge,  any of its
      directors or officers (in their  capacities  as such) that could  prevent,
      enjoin, or materially alter or delay any of the transactions  contemplated
      by this Agreement, or that could reasonably be expected to have a Material
      Adverse Effect on WUC.

3.11  Restrictions  on Business:  There is no agreement,  judgment,  injunction,
      order,  or  decree  binding  upon WUC  which  has or could  reasonably  be
      expected to have the effect of  prohibiting  or  materially  impairing any
      current  business  practice  of WUC  or the  conduct  of its  business  as
      currently conducted.

3.12  Governmental  Authorization:  WUC has obtained each governmental  consent,
      license,  permit,  grant, or other  authorization of a governmental entity
      that is required  for the  operation  of the  business of WUC as currently
      conducted,  except  for  those  which,  if  not  obtained,  would  not  be
      reasonably likely to have a Material Adverse Effect on WUC.

3.13  Broker's  and  Finder's  Fees:  WAM has not  incurred,  nor will it incur,
      directly or  indirectly,  any  liability for brokerage or finders' fees or
      agents'  commissions  or any  similar  charges  in  connection  with  this
      Agreement or any transaction contemplated hereby.

3.14  Investment Representations:


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<PAGE>

      (a)  The UCN Stock is being acquired for WAM's own account, for investment
           and not  with a view  to,  or for  resale  in  connection  with,  any
           distribution  or public  offering  thereof  within the meaning of the
           Securities Act of 1933, as amended,  or other  applicable  securities
           laws.

      (b)  WAM is an  "Accredited  Investor" as that term is defined in Rule 501
           of  Regulation D  promulgated  under the  Securities  Act of 1933, as
           amended.

3.15  No Sale or  Transfer  of UCN Stock:  WAM  hereby  agrees to sign a lock-up
      agreement  as  requested  by UCN,  in the  same  form as  executed  by the
      directors and officers of UCN, attached hereto as Schedule 1.

      (a)  In the event that the effective date of UCN's Registration  Statement
           does not occur on or before May 31, 2000, the provisions hereof shall
           forthwith terminate and be of no further force or effect.

      (b)  WAM  shall  be  entitled  to  transfer  the  UCN  Stock  (i) to a WAM
           subsidiary,   or   affiliate,   (ii)  to  a  survivor  by  merger  or
           consolidation, or any other successor in interest of WAM or any other
           entity  referred to in (i), or (iii) to the  employees  of WAM or any
           other entity related to WAM and referred to in the foregoing  clauses
           (i) or (ii), pursuant to an employee stock option plan.

      (c)  In each  instance of a transfer  pursuant to clauses  (i),  (ii),  or
           (iii) above,  such  transferee  shall be subject to the provisions of
           this paragraph.

3.16  No  Misrepresentation:  No  representation  or  warranty  by WAM  in  this
      Agreement, and no written statement, certificate, or schedule furnished or
      to be furnished by or on behalf of WAM  pursuant to this  Agreement,  when
      taken together,  contains any untrue statement of a material fact or omits
      to state a material  fact  required to be stated  therein or  necessary in
      order to make such statements,  in light of the circumstances  under which
      they were made, not misleading.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF UCN

      UCN represents and warrants to WAM as follows:

4.1   Organization,  Standing,  and Power:  UCN is a corporation duly organized,
      validly  existing  and in good  standing  under  the laws of the  State of
      Delaware.  UCN has the corporate  power to own its properties and to carry
      on its business as now being conducted.

4.2   UCN Capital  Structure:  The  authorized  capital stock of UCN consists of
      thirty-three  million  (33,000,000)  shares of UCN Common Stock, $.001 par
      value,  of which shares are issued and  outstanding and are held of record
      by UCN. All outstanding  shares of UCN Stock have been duly authorized and
      validly issued,  are fully paid and  nonassessable,  and are subject to no
      preemptive  rights or rights of first  refusal  created  by  statute,  the
      Certificate of  Incorporation,  or Bylaws of UCN or any agreement to which
      UCN is a party or by which it is bound.  The delivery of a certificate  or
      certificates at the Closing


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<PAGE>

      representing  the UCN Stock will  transfer  to WAM good and valid title to
      the UCN Stock, free and clear of all Liens.

      (a)  Except as set forth on Schedule 2, there are (i) no equity securities
           of  any  class  of  UCN  or  any  securities   exchangeable  into  or
           exercisable for such equity securities issued, reserved for issuance,
           or  outstanding  and  (ii)  no  outstanding  subscriptions,  options,
           warrants,  puts, calls, rights, or other commitments or agreements of
           any  character  to  which  UCN is a party  or by  which  it is  bound
           obligating UCN to issue,  deliver,  sell,  repurchase,  or redeem, or
           cause to be issued,  delivered,  sold, repurchased,  or redeemed, any
           equity  securities  of  UCN  or  obligating  UCN  to  grant,  extend,
           accelerate the vesting of, change the price of, or otherwise amend or
           enter into any such option,  warrant,  call,  right,  commitment,  or
           agreement.

4.3   Authority:  UCN has all requisite  corporate  power and authority to enter
      into this  Agreement and the other  documents  required to be executed and
      delivered by UCN hereunder (collectively, the "UCN Transaction Documents")
      and to consummate the transactions  contemplated  hereby and thereby.  The
      execution  and delivery of this  Agreement  and the other UCN  Transaction
      Documents and the consummation of the transactions contemplated hereby and
      thereby have been duly authorized by all necessary corporate action on the
      part of UCN.  This  Agreement and the other UCN  Transaction  Documents to
      which they are parties  have been duly  executed an  delivered  by UCN and
      constitute the valid and binding  obligations of UCN,  enforceable against
      UCN in accordance with their terms,  except as such  enforceability may be
      limited by (i)  bankruptcy,  insolvency,  moratorium or other similar laws
      affecting  creditors'  rights  generally,  and (ii) general  principles of
      equity.

      (a)  The execution and delivery by UCN of this Agreement and the other UCN
           Transaction   Documents   do  not,  and  the   consummation   of  the
           transactions  contemplated  hereby and thereby will not: (i) conflict
           with,  or result in any  violation or breach of any  provision of the
           Certificate  of  Incorporation  or Bylaws of UCN,  (ii) result in any
           violation  or breach of, or  constitute  (with or  without  notice or
           lapse of time, or both) a default  under,  or give rise to a right of
           termination, cancellation, or acceleration of any material obligation
           or loss of any benefit under any note,  mortgage,  indenture,  lease,
           contract, or other agreement or obligation to which UCN is a party or
           by which UCN or any of its  properties or assets may be bound;  (iii)
           conflict with or violate any permit, concession,  franchise, license,
           judgment, order, decree, statute, law, ordinance, rule, or regulation
           applicable to UCN or any of its properties or assets; or (iv) require
           UCN to obtain any  consent,  approval,  or action of, make any filing
           with, or give any notice to any entity or person as a result or under
           the terms of any  contract or agreement to which UCN is a party or by
           which  their  properties  or assets are bound,  except in the case of
           (ii) and (iii) for such violations,  breaches,  defaults,  rights, or
           conflicts  which  would not be  reasonably  likely to have a Material
           Adverse  Effect on UCN and its parents and  subsidiaries,  taken as a
           whole,  or  materially  affect the ability of UCN to  consummate  the
           transactions  contemplated  by this Agreement in accordance  with its
           terms.


                                       9
<PAGE>

      (b)  No consent,  approval,  order, or authorization  of, or registration,
           declaration,  or filing with, any governmental  entity is required by
           UCN in connection  with the execution and delivery of this  Agreement
           or the other UCN  Transaction  Documents or the  consummation  of the
           transactions   contemplated  hereby  or  thereby,   except  for  such
           consents,  authorizations,   filings,  approvals,  and  registrations
           which,  if not obtained or made,  would not be  reasonably  likely to
           have a Material Adverse Effect on UCN or materially  adversely affect
           the ability of UCN to consummate  the  transactions  contemplated  by
           this Agreement in accordance with its terms.

4.4   Absence of Undisclosed  Liabilities:  Except as disclosed in the Company's
      Registration Statement on Form S-1 dated February 3, 2000, as amended from
      time to  time,  UCN  does not have  any  liabilities,  either  accrued  or
      contingent,  and  whether  due or to  become  due,  other  than  normal or
      recurring  liabilities incurred since its formation in the ordinary course
      of business.

4.5   Absence of Certain Changes or Events: Except as disclosed in the Company's
      Registration Statement on Form S-1 dated February 3, 2000, as amended from
      time to time, since its date of formation,  UCN has conducted its business
      in the ordinary course and in a manner consistent with past practices, and
      has not suffered any event or occurrence that has had or could  reasonably
      be expected to have a Material Adverse Effect on UCN;

4.6   Intellectual  Property:  Except as disclosed in the Company's Registration
      Statement  on Form S-1 dated  February  3, 2000,  as amended  from time to
      time, UCN owns, or is licensed or otherwise  possesses legally enforceable
      rights to use, all patents,  trademarks,  trade names,  service marks, and
      copyrights,   and  any   applications   for  and   registrations  of  such
      Intellectual Property, and all processes,  formulae, methods,  schematics,
      technology,  know-how,  computer  software  programs or applications,  and
      tangible or  intangible  proprietary  information  or  materials  that are
      necessary to conduct the business of UCN as currently conducted.

4.7   Investment Representations:

      (a)  The WUC Stock is being acquired for UCN's own account, for investment
           and not  with a view  to,  or for  resale  in  connection  with,  any
           distribution  or public  offering  thereof  within the meaning of the
           Securities Act of 1933, as amended,  or other  applicable  securities
           laws.

      (b)  UCN is an  "Accredited  Investor" as that term is defined in Rule 501
           of  Regulation D  promulgated  under the  Securities  Act of 1933, as
           amended.

4.8   Registration  Rights:  No director or officer of UCN has any  registration
      rights or other rights to transfer or dispose of UCN common stock pursuant
      to this  agreement  or  otherwise,  except as  provided by Rule 144 of the
      Securities Act of 1933, as amended ("Rule 144")


                                       10
<PAGE>

4.9   The UCN Stock: The UCN Stock to be issued in accordance with the terms and
      provisions of this  Agreement  will be duly  authorized,  validly  issued,
      fully paid, and non-assessable.

4.10  No Sale or Transfer of UCN Common Stock:

      (a)  Directors  and  officers  of UCN  hereby  agree  to  sign  a  lock-up
           agreement,  attached  hereto as Schedule 1, which shall  prevent such
           director  and officer  from  selling or  otherwise  transferring  UCN
           common  stock;  provided,  however,  that UCN shall  provide  written
           notice to WAM within  five (5)  business  days,  if the  restrictions
           contained  therein  are  lifted or  changed  for any reason or in any
           manner.

      (b)  If UCN proposes to  prepare and file with the Securities and Exchange
           Commission ("SEC") a  form S-1, or any other similar form registering
           any  UCN  common  stock  held by directors and officers of UCN (other
           that pursuant to Forms S-4, S-8  or any successor to such forms), UCN
           shall provide written notice  to WAM of such registration within five
           (5) business days and register  the  same proportionate amount of UCN
           stock held by WAM, as the directors or officers of UCN  are proposing
           to register pursuant to that registration statement.

4.11  Compliance  with Laws: UCN has complied in all material  respects with, is
      not in  material  violation  of,  and  has not  received  any  notices  of
      violation with respect to, any statute,  law, or regulation  applicable to
      the ownership or operation of its business.

4.12  Litigation:  There is no action, suit, proceeding,  claim, arbitration, or
      investigation pending before any agency, court, or tribunal,  or, to UCN's
      knowledge,  threatened against UCN or any of its properties or officers or
      directors (in their capacities as such). There is no judgment,  decree, or
      order against UCN or, to UCN's knowledge, any of its directors or officers
      (in their  capacities as such) that could prevent,  enjoin,  or materially
      alter or delay any of the transactions  contemplated by this Agreement, or
      that could  reasonably  be expected to have a Material  Adverse  Effect on
      UCN.

4.13  Restrictions  on Business:  There is no agreement,  judgment,  injunction,
      order,  or  decree  binding  upon UCN  which  has or could  reasonably  be
      expected to have the effect of  prohibiting  or  materially  impairing any
      current  business  practice  of UCN  or the  conduct  of its  business  as
      currently conducted.

4.14  Governmental  Authorization:  UCN has obtained each governmental  consent,
      license,  permit,  grant, or other  authorization of a governmental entity
      that is required  for the  operation  of the  business of UCN as currently
      conducted,  except  for  those  which,  if  not  obtained,  would  not  be
      reasonably likely to have a Material Adverse Effect on UCN.

4.15  Brokers'  and  Finders'  Fees:  UCN has not  incurred,  nor will it incur,
      directly or  indirectly,  any  liability for brokerage or finders' fees or
      agent's  commissions  or any  similar  charges  in  connection  with  this
      Agreement or any transaction contemplated hereby.


                                       11
<PAGE>

4.15  No  Misrepresentation:  No  representation  or  warranty  by UCN  in  this
      Agreement, and no written statement, certificate, or schedule furnished or
      to be furnished by or on behalf of UCN  pursuant to this  Agreement,  when
      taken together,  contains any untrue statement of a material fact or omits
      to state a material  fact  required to be stated  therein or  necessary in
      order to make such statements,  in light of the circumstances  under which
      they were made, not misleading.

SECTION 5. ADDITIONAL AGREEMENTS

5.1   Confidentiality:  "Confidential  Information"  as used  in this  Agreement
      shall mean any information,  not generally known in the trade or industry,
      which  was  obtained  from the  parties  to this  Agreement,  or which was
      learned, discovered,  developed, conceived, originated, or prepared during
      or as a result of any  performance  hereunder  and which falls  within the
      following general categories: (i) information relating to trade secrets of
      the  parties;  (ii)  information  relating  to  existing  or  contemplated
      products,  services,  technology,   designs,  computer  systems,  computer
      software and research,  or developments of the parties;  (iii) information
      relating to business plans, sales or marketing  methods,  methods of doing
      business,  customer lists,  customer usages and/or requirements,  names of
      sales  representatives,  and supplier  information  of the  parties;  (iv)
      information  relating to proprietary computer software not generally known
      to the public; and (v) any other confidential information that the parties
      may wish to protect by patent,  copyright,  or by keeping such information
      secret and confidential.

      (a)  The party  which  receives  confidential  information  from the other
           party agrees to maintain  such  information  in secrecy at all times,
           and to take  reasonable  steps,  including  such steps as it takes to
           protect its own proprietary information, prior to and (if applicable)
           after  termination of this  Agreement,  to prevent the duplication or
           disclosure  of any such  confidential  and  proprietary  information,
           other than by or to its own  employees or agents who must have access
           to such  information to perform such party's  obligations  hereunder.
           Information  of either party shall not be subject to the  obligations
           imposed by this Section if such information is publicly  available or
           is lawfully obtained by the disclosing party from another source free
           of  restrictions  or is  independently  developed  by the  disclosing
           party.

5.2   Expenses:  Regardless  of whether the  transaction  provided for herein is
      consummated,  all fees and expenses incurred in connection with such share
      exchange including,  without limitation, all legal, accounting,  financial
      advisory,  consulting  and all other fees and  expenses  of third  parties
      incurred by a party in connection with the negotiation and effectuation of
      the  terms  and  conditions  of  this   Agreement  and  the   transactions
      contemplated  hereby,  shall be the  obligation  of the  respective  party
      incurring such fees and expenses.

5.3   Public Disclosure:  Following the execution of this Agreement, the parties
      shall  agree  to the  text of the  initial  public  disclosure  to be made
      concerning the transaction discussed in this Agreement.  The parties shall
      further  agree on the  timing and  nature of such  disclosure.  Disclosure
      (whether or not in response to an inquiry) of the  existence  or nature of
      this  Agreement  shall be made by any  party  hereto  unless  approved  in
      writing by


                                       12
<PAGE>

      duly  authorized  officers of all parties prior to release,  provided that
      such approval shall not be unreasonably  withheld and subject in any event
      to UCN's  obligation to comply with  applicable  securities laws and stock
      market regulations.

5.4   Reasonable  Efforts:  Subject to the terms and conditions provided in this
      Agreement,  each of the parties hereto shall use its reasonable efforts to
      take promptly,  or cause to be taken, all actions, and to do promptly,  or
      cause  to be  done,  all  things  necessary,  proper  or  advisable  under
      applicable  laws and  regulations  to  consummate  and make  effective the
      transactions   contemplated  hereby,  to  obtain  all  necessary  waivers,
      consents  and  approvals  and to effect all  necessary  registrations  and
      filings  and to remove any  injunctions  or other  impediments  or delays,
      legal or  otherwise,  in  order  to  consummate  and  make  effective  the
      transactions contemplated by this Agreement for the purpose of securing to
      the parties hereto the benefits contemplated by this Agreement.

5.5   Notification of Certain Matters:  WAM shall give prompt notice to UCN, and
      UCN  shall  give  prompt   notice  to  WAM,  of  (a)  the   occurrence  or
      non-occurrence  of any event, the occurrence or non-occurrence of which is
      likely to cause any representation or warranty of any party, respectively,
      contained  in this  Agreement to be untrue or  inaccurate  in any material
      respect  at or  prior  to the  Closing  except  as  contemplated  by  this
      Agreement,  and (b) any  failure  of WAM or UCN,  as the case  may be,  to
      comply with or satisfy any covenant, condition or agreement to be complied
      with or satisfied by it hereunder; provided, however, that the delivery of
      any  notice  pursuant  to this  Section  5.5 shall not limit or  otherwise
      affect any remedies available to the party receiving such notice.

5.6   Use of UCN Corporate  Name: UCN hereby  consents to WUC's use of the words
      "Urban Cool" in WUC's corporate name.

5.7   Tax-Free  Acquisition:  Each  WAM  and  UCN  hereby  agree  to  treat  the
      Acquisition  as a tax-free  exchange of shares in any and all tax or other
      filings,   documents   or   agreements   relating  to  or   containing   a
      characterization  of the  Acquisition,  and  neither  party shall take any
      position  in any such  filing  that is  inconsistent  with  this  intended
      characterization.

SECTION 6. CONDITIONS TO THE CLOSING

6.1   Conditions to  Obligations of Each Party:  The  respective  obligations of
      each party to this  Agreement  to effect  the  transactions  provided  for
      herein shall be subject to the  satisfaction at or prior to the Closing of
      the following conditions:

      (a)  Director and/or  Stockholder  Approval:  Director and/or  Stockholder
           approval shall have been obtained;

      (b)  No Injunctions or Restraints;  Illegality:  No temporary  restraining
           order, preliminary or permanent injunction,  or other order issued by
           any court of  competent  jurisdiction  or other  legal or  regulatory
           restraint  or  prohibition   preventing  the   consummation   of  the
           transactions provided for herein shall be in effect;


                                       13
<PAGE>

      (c)  Regulatory  Approvals and Third Party Consents:  All governmental and
           third party consents,  orders and approvals  legally required for the
           consummation  of  the  transactions   provided  for  herein  and  the
           transactions  contemplated hereby, shall have been obtained and be in
           effect as of the Closing;

6.2   Additional Conditions to the Obligations of UCN: The obligations of UCN to
      effect  the   transactions   provided   for  herein  are  subject  to  the
      satisfaction of each of the following additional conditions,  any of which
      may be waived in writing exclusively by UCN:

      (a)  The representations and warranties of WAM set forth in this Agreement
           shall be true and correct in all material  respects as of the date of
           this  Agreement  and (except to the extent such  representations  and
           warranties  speak  as of an  earlier  date) as of the  Closing  Date,
           except for changes contemplated by this Agreement.

      (b)  WAM shall have  performed  in all material  respects all  obligations
           required to be  performed  by it under this  Agreement at or prior to
           the Closing Date.

      (c)  The  license  granted to WUC by WAM shall be in full force and effect
           in accordance with its terms as of the Closing Date.

6.3   Additional Conditions to the Obligations of WAM: The obligations of WAM to
      effect  the   transactions   provided   for  herein  are  subject  to  the
      satisfaction of each of the following additional conditions,  any of which
      may be waived in writing exclusively by WAM:

      (a)  The representations and warranties of UCN set forth in this Agreement
           shall be true and correct in all material  respects as of the date of
           this  Agreement  and (except to the extent such  representations  and
           warranties speak as of an earlier date) as of the Closing Date.

      (b)  UCN shall have  performed  in all material  respects all  obligations
           required to be  performed  by it under this  Agreement at or prior to
           the Closing Date.

SECTION 7. TERMINATION, AMENDMENT, AND WAIVER

7.1   Termination:   This  Agreement  may  be  terminated  and  the  transaction
      abandoned at any time prior to the Closing:

      (a)  By mutual consent of the parties;

      (b)  By either  party if: (i) the  Closing  has not  occurred by March 31,
           2000 (provided that the right to terminate this Agreement  under this
           clause  7.1(b)(i)  shall not be available to any party whose  willful
           failure to fulfill any obligation hereunder has been the cause of, or
           resulted  in, the  failure of the  Closing to occur on or before such
           date); (ii) there shall be a final  non-appealable order of a federal
           or state court in effect preventing  consummation of the transactions
           contemplated  hereby;  or (iii)  there  shall be any  statute,  rule,
           regulation  or  order  enacted,   promulgated  or  issued  or  deemed
           applicable   to  the   transactions   provided   for  herein  by  any


                                       14
<PAGE>

           governmental  entity that would make consummation of the transactions
           provided for herein illegal; or

      (c)  By either party if there shall be any action  taken,  or any statute,
           rule,  regulation or order  enacted,  promulgated or issued or deemed
           applicable   to  the   transactions   provided   for  herein  by  any
           governmental entity, which would: (i) prohibit UCN's ownership of the
           WUC Stock;  (ii) prohibit WAM's  ownership of the UCN Stock; or (iii)
           compel  UCN to  dispose  of or  hold  separate,  as a  result  of the
           Acquisition, any material portion of the business or assets of WUC.

      Where action is taken to terminate this Agreement pursuant to this Section
      7.1, it shall be sufficient  for such action to be authorized by the Board
      of Directors (as applicable) of the party taking such action.

7.2   Effect of  Termination:  In the event of  termination of this Agreement as
      provided in Section 7.1, this Agreement  shall  forthwith  become void and
      there shall be no liability or  obligation  on the part of either party or
      their respective officers,  directors or stockholders,  provided that each
      party shall remain liable for any breaches of this Agreement  prior to its
      termination and WAM shall liquidate WUC.

7.3   Amendment:  Except  as is  otherwise  required  by  applicable  law,  this
      Agreement  may be  amended  by the  parties  hereto  at any  time  only by
      execution  of an  instrument  in  writing  signed on behalf of each of the
      parties hereto.

7.4   Extension;  Waiver: At any time prior to the Closing, either party may, to
      the extent legally allowed, (a) extend the time for the performance of any
      of the obligations of the other party hereto,  (b) waive any  inaccuracies
      in the  representations and warranties made to such party contained herein
      or in any document  delivered  pursuant  hereto,  and (c) waive compliance
      with any of the  agreements  or  conditions  for the benefit of such party
      contained herein.  Any agreement on the part of a party hereto to any such
      extension or waiver shall be valid only if set forth in an  instrument  in
      writing  signed on behalf of such  party.  The failure of any party at any
      time or times to require  performance of any provision  hereof shall in no
      manner  affect the right of such party at a later time to enforce the same
      or any other provision of this Agreement. No waiver of any condition or of
      the breach of any term in this Agreement in one or more instances shall be
      deemed  to be or  construed  as a  further  or  continuing  waiver of such
      condition or breach or a waiver of any other condition or of the breach of
      any other term of this Agreement.

SECTION 8. INDEMNIFICATION

8.1   Survival of Representations and Warranties: All of the representations and
      warranties  of WAM and UCN contained in this  Agreement  shall survive the
      Closing Date for a period of twelve (12) months;  provided,  however, that
      the  representation and warranty made by WAM and UCN in Sections 3.1, 3.2,
      3.3, 4.1,  4.2, 4.3 and 4.8 shall  survive the Closing Date  indefinitely.
      After the expiration of such twelve-month period, such representations and
      warranties  shall  expire and be of no further  force or effect other than
      those specifically listed above.


                                       15
<PAGE>

8.2   WAM Indemnification: WAM hereby agrees to indemnify and hold harmless UCN,
      including its affiliates,  subsidiaries,  successors,  assigns,  officers,
      directors,   agents,   and  employees,   from  and  against  any  and  all
      liabilities,  damages, losses, expenses, claims, demands, suits, fines, or
      judgments (including,  but not limited to, attorneys' fees, expert witness
      costs,  court  costs,  and  expenses)  that may at any time be  threatened
      against, suffered by, accrued against, charged to, or recoverable from UCN
      in any forum, by reason of:

      (a)  The breach in any material respect of any  representation or warranty
           of WAM contained in or made pursuant to this Agreement; or

      (b)  A material  breach in any covenant or  agreement of WAM  contained in
           this Agreement.

8.3   UCN Indemnification: UCN hereby agrees to indemnify and hold harmless WAM,
      including its affiliates,  subsidiaries,  successors,  assigns,  officers,
      directors,   agents,   and  employees,   from  and  against  any  and  all
      liabilities,  damages, losses, expenses, claims, demands, suits, fines, or
      judgments (including,  but not limited to, attorneys' fees, expert witness
      costs,  court  costs,  and  expenses)  that may at any time be  threatened
      against, suffered by, accrued against, charged to, or recoverable from WAM
      in any forum, by reason of:

      (a)  The breach in any material respect of any  representation or warranty
           of UCN contained in or made pursuant to this Agreement;

      (b)  A material  breach in any covenant or  agreement of UCN  contained in
           this Agreement.

SECTION 9. GENERAL PROVISIONS

9.1   Non-Survival of Representations  and Warranties:  Except as explicitly set
      forth in this Agreement,  the  representations and warranties set forth in
      this Agreement shall not survive beyond the Closing.

9.2   Notices:  All  notices  and  other  communications  hereunder  shall be in
      writing,  shall be  effective  when  received,  and  shall in any event be
      deemed to have been received (a) when delivered,  if delivered  personally
      or by  commercial  delivery  service,  (b) three (3)  business  days after
      deposit with U.S.  Mail, if mailed by registered or certified mail (return
      receipt  requested),  (c) one (1)  business  day after the business day of
      deposit with Federal Express or similar  nationally  recognized  overnight
      courier  for next day  delivery  (or,  two (2)  business  days  after such
      deposit if deposited for second  business day  delivery),  if delivered by
      such  means,  or (d) one (1)  business  day after  delivery  by  facsimile
      transmission  with copy by U.S. Mail, if sent via facsimile plus mail copy
      (with  acknowledgment  of  complete  transmission),  to the parties at the
      following  addresses  (or at such  other  address  for a party as shall be
      specified by like notice):


                                       16
<PAGE>

      if to UCN, to:

             Urban Cool Network, Inc.
             1401 Elm Street
             Dallas, Texas  75202
             Attention:  Jacob R. Miles III, Chairman & CEO

      if to WAM, to:

             Wilhelmina Artist Management, LLC
             300 Park Avenue South
             2nd Floor
             New York, NY 10010
             Attention:  Dieter Esch

9.3   Interpretation:  The words "include," "includes" and "including" when used
      herein  shall be deemed in each case to be followed by the words  "without
      limitation." The word "agreement" when used herein shall be deemed in each
      case to mean any contract,  commitment or other agreement, whether oral or
      written,  that is legally  binding.  The table of  contents  and  headings
      contained in this Agreement are for reference  purposes only and shall not
      affect in any way the meaning or  interpretation  of this Agreement.  When
      reference is made herein to "the  business of" an entity,  such  reference
      shall be deemed  to  include  the  business  of all  direct  and  indirect
      subsidiaries  of such entity.  Reference to the  subsidiaries of an entity
      shall be deemed to include all direct and  indirect  subsidiaries  of such
      entity.

9.4   Counterparts:  This Agreement may be executed in one or more counterparts,
      all of which  shall be  considered  one and the same  agreement  and shall
      become effective when one or more counterparts have been signed by each of
      the parties and delivered to the other party, it being understood that all
      parties need not sign the same  counterpart.  Execution of this  Agreement
      via  facsimile  shall  have the same  force of  authority  as an  original
      signature.

9.5   Entire Agreement:  This Agreement,  the schedules and Exhibits hereto, and
      the  documents  and  instruments  and other  agreements  among the parties
      hereto  referenced  herein:  (a) constitute the entire agreement among the
      parties with respect to the subject  matter hereof and supersede all prior
      agreements and  understandings,  both written and oral,  among the parties
      with  respect to the subject  matter  hereof;  and (b) are not intended to
      confer upon any other person any rights or remedies hereunder.

9.6   Severability:  In the event that any  provision  of this  Agreement or the
      application  thereof  becomes  or is  declared  by a  court  of  competent
      jurisdiction to be illegal,  void or unenforceable,  the remainder of this
      Agreement  will continue in full force and effect and the  application  of
      such  provision to other persons or  circumstances  will be interpreted in
      such a manner so as reasonably to effect the intent of the parties hereto.
      The parties further agree to replace such void or unenforceable  provision
      of this  Agreement  with a


                                       17
<PAGE>

      valid and enforceable  provision that will achieve, to the greatest extent
      possible,  the  economic,  business  and  other  purposes  of such void or
      unenforceable provision.

9.7   Other Remedies:  Except as otherwise provided herein, any and all remedies
      herein expressly conferred upon a party will be deemed cumulative with and
      not exclusive of any other remedy  conferred  hereby,  or by law or equity
      upon such  party,  and the  exercise by a party of any one remedy will not
      preclude the exercise of any other remedy.

9.8   Specific  Performance:  The parties hereto agree that  irreparable  damage
      would occur in the event that any of the provisions of this Agreement were
      not performed in accordance  with their  specific  terms or were otherwise
      breached.  It is accordingly  agreed that the parties shall be entitled to
      an injunction or injunctions to prevent  breaches of this Agreement and to
      enforce  specifically the terms and provisions  hereof in any court of the
      United  States or any state  having  jurisdiction,  this  remedy  being in
      addition  to any other  remedy  to which  they are  entitled  at law or in
      equity.

9.9   Governing  Law:  This  Agreement  shall be  governed by and  construed  in
      accordance  with the  laws of the  State of New  York,  regardless  of the
      conflicts of law principles  thereof.  Each of the parties hereto consents
      to the exclusive  jurisdiction of the courts of the State of New York, and
      any Federal  Court  sitting in the  Southern  District of the State of New
      York, and that process may be served upon them in any manner authorized by
      the  laws of the  State  of New  York for  such  persons  and  waives  and
      covenants not to assert or plead any objection  which they might otherwise
      have to such jurisdiction and such process.

9.10  Assignment:  No party  may  assign  either  this  Agreement  or any of its
      rights,  interests,  or  obligations  hereunder  without the prior written
      approval of the other parties hereto.  Subject to the preceding  sentence,
      this Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective successors and permitted assigns.

9.11  Absence of Third Party Beneficiary Rights: No provisions of this Agreement
      are  intended,  nor shall be  interpreted,  to provide or create any third
      party  beneficiary  rights or any other  rights of any kind in any client,
      customer,  affiliate,  partner of any party  hereto or any other person or
      entity unless specifically provided otherwise herein.

                 REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

                    The following page is the signature page


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<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Stock  Purchase
Agreement to be signed by their duly authorized  respective officers,  as of the
date first written above.


                                          URBAN COOL NETWORK, INC.

                                          By:
                                             -----------------------------------
                                             Jacob R. Miles III
                                             Chairman and CEO


                                          WILHELMINA ARTIST MANAGEMENT, LLC

                                          By:
                                             -----------------------------------
                                              Dieter Esch
                                              Managing Member


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<PAGE>


Schedule 1

                             URBAN COOL NETWORK INC.
                           1401 Elm Street, Suite 2955
                                Dallas, TX 75202

      The  undersigned,  a beneficial  owner of an aggregate of shares of common
stock of Urban Cool  Network,  Inc. (the  "Company"),  par value $0.01 per share
(the  "Common  Stock"),  and/or  warrants,  options  or rights to  purchase,  or
securities  convertible  into,  Common Stock,  understands  that the Company has
filed with the Securities and Exchange Commission a registration  statement (the
"Registration  Statement") for the  registration  of 2,000,000  shares of Common
Stock.

      In order to induce Security Capital Trading,  Inc. (the  "Representative")
and Urban Cool Network,  Inc.  (together with its  predecessors,  successors and
assigns,  the "Company) to enter into an underwriting  agreement with respect to
the public offering of securities issued by the Company,  the undersigned hereby
agrees that for a period of thirteen (13) months following the effective date of
the  Company's  Registration  Statement  relating  to  the  underwritten  public
offering of securities by the Company (the "Lock-up Period"), he, she or it will
not,  without the prior written consent of the  Representative  and the Company,
directly or indirectly,  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  (whether or not  beneficially  owned by the  undersigned),  or any
beneficial interest therein (collectively, the "Securities").

      Further,  the  undersigned  hereby waives,  from the date hereof until the
expiration  of the Lock-up  Period,  any and all rights to request or demand the
registration  pursuant  to  the  Securities  Act of  1933,  as  amended,  of any
Securities  of the Company which are  registered in the name of or  beneficially
owned by the undersigned.

      In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of legends and/or  stop-transfer  orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered  in  the  name  of  the  undersigned  or  beneficially  owned  by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the Company.

Dated: March __, 2000

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


                                                  ------------------------------
                                                  Print Social Security Number
                                                  or Taxpayer I.D. Number


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