Exhibit 10.03

                       AMERICAN INDEPENDENT NETWORK, INC.
                                 PROMISSORY NOTE

Amount: $ 250,000                                     Dated: November 17, 1998



      FOR VALUE RECEIVED, the undersigned, American Independent Network, Inc., a
Delaware corporation ("Maker"), promises to pay to the order of Bob and Judy
Bryant ("Lender") pursuant to the terms of this promissory note (the "Note"),
the principal sum of two hundred fifty thousand dollars ($250,000) (the "Amount
Advanced"), maturing ninety days (90) months (the "Maturity Date") from the date
first written above (the "Execution Date").

      1.    INTEREST RATE.

            The unpaid principal under the Note shall bear interest at a rate of
ten percent (10%) per annum to be paid monthly for the term of this Note.

      2.    COMPUTATION.

            Interest not paid when due shall be added to the unpaid principal
balance and shall thereafter bear interest at the same rate as principal. All
payments (including prepayments) hereunder are to be applied first to the
payment of accrued interest and the remaining balance shall be applied to the
payment of principal. Accrued interest shall be computed on the basis of a three
hundred and sixty (360) day year, based on the actual number of days elapsed.

      3.    PAYMENTS.

            The Amount Advanced shall be payable in full at the Maturity Date.

      4.    VOLUNTARY PREPAYMENTS.

            Maker may at any time, prepay the unpaid Amount Advanced evidenced
by this Note, or any interest or principal due hereunder, in whole or in part,
without penalty or premium, by paying to Lender, in cash or by wire transfer or
immediately available federal funds, the amount of such prepayment. If any such
prepayment is less than a full prepayment, then such prepayment shall be applied
first to the payment of accrued interest and the balance remaining applied to
the payment of principal.

      5.    LAWFUL MONEY: DESIGNED PLACES OF PAYMENT.

            All principal and interest due hereunder is payable by cashiers
check or wire transfer at Lender's designated address. Except as otherwise set
forth herein, the Amount Advanced under this Note, plus all accrued interest but
unpaid interest thereon, shall be due and payable at the Maturity Date. All
principal and interest payments are due at 5:00 P.M. Pacific Standard Time on
the date due, payable in lawful money of the United States.

      6.    COMMON STOCK: PIGGY-BACK REGISTRATION RIGHTS.

            6.1   COMMON  STOCK.  In  consideration  of the  Amount  Advanced,
Maker will issue to Lender 30,000 shares of Common Stock (the "Shares").

            6.2 PIGGY-BACK REGISTRATION RIGHTS. All shares of Common Stock
issued to Lender, pursuant to Section 6 of this Agreement, shall include
unlimited piggy-back registration rights as set forth in the attached
"Registration Rights Agreement."

      7.    WAIVERS.

            Except as set forth elsewhere herein, Maker, for itself and its
legal representatives, successors, and assigns, expressly waives presentment,
protest, demand, notice of dishonor, notice of nonpayment, notice of maturity,
notice of protest, notice of intent to accelerate, notice of acceleration,
presentment for the purpose of accelerating maturity, and diligence in
collection.

      8.    DEFAULT.

            Maker will be in default if any of the following occurs: (a) Maker
fails to make payments when due; (b) Maker breaks any promise made herein to
Lender, or Maker fails to perform at the time and strictly in the manner
provided in this Note; (c) any representation or statement made or furnished to
Lender by Maker or on Maker's behalf is false or misleading in any material
respect; (d) Maker becomes insolvent, a receiver is appointed for any part of
Maker's property, Maker makes an assignment for the benefit of creditors, or any
proceeding is commenced either by Maker or against Maker under any bankruptcy or
insolvency laws; or (e) any creditor attempts to take or takes any of Maker's
property on or in which lender has a lien or security interest. It is expressly
agreed that, upon the occurrence of an event of default, as defined herein, the
unpaid principal balance of this Note, together with interest accrued thereon,
shall be due and payable immediately without presentment, demand, protest,
notice of protest, all of which are hereby expressly waived.

      9.    ATTORNEYS' FEES.

            In the event it should become necessary to employ counsel to collect
this Note, Maker agrees to pay the reasonable attorneys' fees and cost of the
Lender incurred in connection with Lender's collection efforts, irrespective of
whether suit is brought.

      10.   LENDERS ADDRESS OF RECORD.

            All payments of principal and interest, provided by Section 3
herein, shall be mailed to Lender at:

            Bob and Judy Bryant
            4733 Trail Bend Circle
            Fort Worth, Texas 76109

            ----------------------------

      11.   SECTION HEADINGS.

            Headings and numbers have set forth for convenience only. Unless the
contrary is complied by the context, everything contained in each Section
applies equally to the entire Note.

      12.   AMENDMENTS IN WRITING.

            This Note may be changed, modified or amended only by a writing
signed by both Maker and Lender.

      13.   CHOICE OF LAW.

            This Note and all transactions hereunder and/or evidenced hereby
shall be governed by, construed under, and enforced in accordance with the laws
of the State of Texas.

            Maker agrees that the venue of any and all disputes, including
collections, arising from this promissory note shall be in Forth Worth, Tarrant
County, Texas, United States of America.

      14.   WAIVER OF TRIAL BY JURY.

            Maker hereby waives, to the extend permitted under applicable law,
any right to trial by jury in any action or proceeding relating to this Note.

Made and Executed at

American Independent Network, Inc.
6125 Airport Freeway #200
Fort Worth, Texas 76117



/S/ DR. DON SHELTON
----------------------
Dr. Don Shelton, CEO