Exhibit 10.47

      THE  SECURITIES  AND  THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF  THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,  ASSIGNED
OR  TRANSFERRED  EXCEPT (i) PURSUANT TO A REGISTRATION  STATEMENT  UNDER THE ACT
WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE  SECURITIES,  OR
(ii) PURSUANT TO A SPECIFIC  EXEMPTION FROM REGISTRATION  UNDER THE ACT BUT ONLY
UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE
COMPANY,  OR  OTHER  COUNSEL  REASONABLY  ACCEPTABLE  TO THE  COMPANY,  THAT THE
PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE  PROVISIONS OF THE ACT AS
WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR STATE SECURITIES LAW.

                                 July ___, 2000

                            URBAN COOL NETWORK, INC.
                          COMMON STOCK PURCHASE WARRANT

                     The Transferability of this Warrant is
                       Restricted as Provided in Section 3

W-__                        Warrants to Purchase ________ Shares of Common Stock

      For good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged by Urban Cool Network,  Inc., a Delaware corporation (the
"Company"), ________________________ is hereby granted the right to purchase, at
the initial exercise price of $2.00 per share (subject to adjustment as provided
herein),  at any time from  ____________,  2000 [6 months after date of original
issuance]  until 5:00 p.m.,  New York City time,  on  __________  2005, [5 years
after date of issuance]  __________ shares of common stock of the Company,  $.01
par value per share (the "Shares").

      Each Common  Stock  Purchase  Warrant  (each,  a  "Warrant")  is initially
exercisable at a price


                                      -1-
<PAGE>

of $2.00 per Share,  payable in cash or by certified  or official  bank check in
New York Clearing  House funds,  subject to adjustments as provided in Section 5
hereof. Upon surrender of this Warrant,  with the annexed Subscription Form duly
executed,  together with payment of the Purchase Price (as hereinafter  defined)
for the Shares purchased at the offices of the Company, the registered holder of
this  Warrant  (the  "Holder")  shall be  entitled to receive a  certificate  or
certificates for the Shares so purchased.

      1. Exercise of Warrant.

            The purchase  rights  represented by this Warrant are exercisable at
the option of the Holder,  in whole or in part (but not as to fractional  Shares
underlying  this  Warrant),  during  any  period in which  this  Warrant  may be
exercised as set forth  above.  In the case of the purchase of less than all the
Shares  purchasable  under this  Warrant,  the Company shall cancel this Warrant
upon the  surrender  hereof and shall  execute and deliver a new Warrant of like
tenor for the balance of the Shares purchasable hereunder.

      2. Issuance of Certificates.

            Upon  the  exercise  of this  Warrant  and  payment  in full for the
Shares, the issuance of certificates for Shares underlying this Warrant shall be
made  forthwith  (and in any event  within five (5)  business  days  thereafter)
without charge to the Holder, including,  without limitation,  any tax which may
be payable  in respect of the  issuance  thereof,  and such  certificates  shall
(subject to the  provisions of Section 3 hereof) be issued in the name of, or in
such  names as may be  directed  by, the  Holder;  provided,  however,  that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificates in a


                                      -2-
<PAGE>

name  other than that of the Holder and the  Company  shall not be  required  to
issue or  deliver  such  certificates  unless  or until the  person  or  persons
requesting  the  issuance  thereof  shall have paid to the Company the amount of
such tax or shall have  established to the satisfaction of the Company that such
tax has been paid. The  certificates  representing  the Shares  underlying  this
Warrant  shall be executed  on behalf of the Company by the manual or  facsimile
signature of the present or any future  Chairman,  Vice  Chairman,  President or
Vice President and Secretary or Assistant Secretary of the Company.

      3. Restriction on Transfer; Registration Under the Securities Act of 1933,
as amended.

      3.1 Restriction on Transfer.  Neither this Warrant nor any Shares issuable
upon exercise  hereof has been  registered  under the Securities Act of 1933, as
amended (the "Act"), and none of such securities may be offered,  sold, pledged,
hypothecated,  assigned or  transferred  except (i)  pursuant to a  registration
statement  under the Act which has become  effective and is current with respect
to such  securities or (ii) pursuant to a specific  exemption from  registration
under the Act but only upon a Holder  hereof first  having  obtained the written
opinion of counsel to the Company, or other counsel reasonably acceptable to the
Company,  that the  proposed  disposition  is  consistent  with  all  applicable
provisions  of the Act as well as any  applicable  "Blue Sky" or  similar  state
securities  law.  Upon  exercise,  in part or in whole,  of this  Warrant,  each
certificate issued  representing the Shares underlying this Warrant shall bear a
legend to the foregoing effect.


                                      -3-
<PAGE>

      3.2 Demand Registration.

      (a) At any time during the five-year period commencing 12 months after the
date of  original  issuance  of the  Warrants,  if the Company is subject to the
reporting  requirements of Section 13 or Section 15(g) under the Exchange Act of
1934, as amended (the "Exchange Act"), the Holders of the Warrants and/or Shares
representing a "Majority" (as hereinafter defined) of such securities 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,  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 Holders, if any,
and the Holders,  in order to comply with the provisions of the Securities  Act,
so as to permit a public offering and sale of their  respective  Shares for nine
(9)  consecutive  months by such  Holders and any other  Holders of the Warrants
and/or Shares who notify the Company within ten (10) days after receiving notice
from the  Company of such  request.  The  Company  covenants  and agrees to give
written notice of any registration request under this Section 3.2 by any Holders
or Holders to all other  Holders of Warrants and Shares  within ten (10) days of
the receipt of any such registration request.

      (b)  The  Company  shall  use its  best  efforts  to  file a  registration
statement  within thirty (30) days of receipt of any demand therefor and to have
any registration statement declared effective at the earliest possible time. The
Company  shall  furnish  each  Holder  desiring  to sell  Shares  such number of
prospectuses as shall reasonably be requested.


                                      -4-
<PAGE>

      3.3 Piggyback Registration.

      (a) If, at any time during the five-year period commencing 12 months after
the date of original issuance of the Warrants,  the Company proposes to register
any of its securities  under the  Securities Act (other than in connection  with
the merger, acquisition or exchange offer on Form S-4 or pursuant to Form S-8 or
successor forms) it will give written notice by registered mail, at least thirty
(30)  days  prior to the  filing  of each such  registration  statement,  to the
Holder(s) of the Warrants  and/or the Shares of its intention to do so. Upon the
written request of any Holder of the Warrants and/or the Shares given within ten
(10) days after  receipt of any such  notice of his desire to include any Shares
in such proposed registration statement, the Company shall afford such Holder(s)
of the  Warrants  and/or  the  Shares the  opportunity  to have any such  Shares
registered under such registration statement.

      (b)  Notwithstanding  the provisions of this Section 3.3 the Company shall
have the right at any time after it shall have given written notice  pursuant to
this Section 3.3 (irrespective of whether a written request for inclusion of any
such  securities  shall have been  made) to elect not to file any such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the effective date thereof.

      3.4 Certain Covenants with Respect to Registration. In connection with any
registration  under Sections 3.2 or 3.3 hereof, the Company covenants and agrees
as follows:

            (a) The Company shall use its best efforts to cause any registration
statement  to be declared  effective at the earliest  possible  time,  and shall
furnish  each  Holder  desiring  to  sell  Warrant  Securities  such  number  of
prospectuses as shall be reasonably required.


                                      -5-
<PAGE>

            (b) The Company shall pay all costs  (excluding fees and expenses of
Holder(s)' counsel and any underwriting or selling  commissions or other charges
of any  broker-dealer  acting on  behalf of  Holder(s)),  fees and  expenses  in
connection with all  registration  statements filed pursuant to Sections 3.2 and
3.3 hereof  including,  without  limitation,  the Company's legal and accounting
fees, printing expenses, blue sky fees and expenses.

            (c) The Company will take all necessary action which may be required
in  qualifying  or  registering  the Warrants and Shares or New Warrants and New
Warrant  Shares,  as defined in Section 6 hereof,  (collectively,  the  "Warrant
Securities")  included in a  registration  statement for offering and sale under
the  securities or blue sky laws of such states as  reasonably  are requested by
the Holder(s),  provided that the Company shall not be obligated to qualify as a
foreign corporation to do business under the laws of any such jurisdiction.

            (d)  The  Company  shall  indemnify  the  Holder(s)  of the  Warrant
Securities to be sold pursuant to any registration statement and each person, if
any,  who controls  such Holders  within the meaning of Section 15 of the Act or
Section  20(a) of the  Securities  Exchange Act of 1934,  as amended  ("Exchange
Act"),  against all loss,  claim,  damage,  expense or liability  (including all
expenses  reasonably  incurred in investigating,  preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or any other  statute,  common law or otherwise,  arising out of or
based upon any untrue  statement or alleged untrue  statement of a material fact
contained in such registration  statement  executed by the Company or based upon
written information  furnished by the Company filed in any jurisdiction in order
to qualify the Warrant  Securities  under the  securities  laws thereof or filed
with the Securities and Exchange


                                      -6-
<PAGE>

Commission (the  "Commission"),  any state securities  commission or agency, the
National Association of Securities Dealers, Inc., The Nasdaq Stock Market or any
securities exchange, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements contained
therein not  misleading,  unless such statement or omission was made in reliance
upon and in conformity with written information  furnished to the Company by the
Holder(s)  expressly for use in such  registration  statement,  any amendment or
supplement  thereto  or any  application,  as the case may be. If any  action is
brought  against the  Holder(s) or any  controlling  person of the  Holder(s) in
respect of which  indemnity may be sought  against the Company  pursuant to this
Section  3.4(c),  the Holder(s) or such  controlling  person shall within thirty
(30) days after the receipt thereby of a summons or complaint notify the Company
in writing of the  institution  of such action and the Company  shall assume the
defense of such action,  including the employment and payment of reasonable fees
and expenses of counsel (which counsel shall be reasonably  satisfactory  to the
Holder(s) or such controlling person), but the failure to give such notice shall
not affect such indemnified  person's right to indemnification  hereunder except
to the extent that the Company's defense of such action was materially adversely
affected thereby.  The Holder(s) or such controlling person shall have the right
to employ its or their own counsel in any such case,  but the fees and  expenses
of such counsel  shall be at the expense of the  Holder(s)  or such  controlling
person  unless the  employment  of such counsel  shall have been  authorized  in
writing by the  Company in  connection  with the  defense  of such  action,  the
Company  shall not have  employed  counsel to have charge of the defense of such
action or such indemnified party or parties shall have reasonably concluded that
there  may be  defenses  available  to it or them  which are  different  from or
additional  to those  available to the Company (in which case the Company  shall
not have the right to direct the defense of such


                                      -7-
<PAGE>

action on behalf of the  indemnified  party or parties),  in any of which events
the fees and expenses of not more than one additional  firm of attorneys for the
Holder(s) and/or such controlling  person shall be borne by the Company.  Except
as expressly  provided in the previous  sentence,  in the event that the Company
shall not previously  have assumed the defense of any such action or claim,  the
Company  shall not  thereafter  be liable to the  Holder(s) or such  controlling
person in  investigating,  preparing or defending any such action or claim.  The
Company  agrees  promptly to notify the  Holder(s)  of the  commencement  of any
litigation or proceedings against the Company or any of its officers,  directors
or controlling  persons in connection with the resale of the Warrant  Securities
or in connection with such registration statement.  The Company agrees to notify
promptly the Holder(s) of the  commencement  of any  litigation  or  proceedings
against the Company or any of its officers,  directors or controlling persons in
connection  with the resale of any of the Warrant  Securities in connection with
such registration  statement.  The Company further agrees that upon demand by an
indemnified person, at any time or from time to time, it will promptly reimburse
such indemnified person for any loss, claim, damage,  liability, cost or expense
actually and reasonably paid by the  indemnified  person as to which the Company
has  indemnified  such person  pursuant  hereto.  Notwithstanding  the foregoing
provisions  of this Section  3.4(c),  any such payment or  reimbursement  by the
Company of fees, expenses or disbursements  incurred by an indemnified person in
any  proceeding in which a final  judgment by a court of competent  jurisdiction
(after all appeals or the  expiration of time to appeal) is entered  against any
Registration  Rights Holder or such indemnified person as a direct result of any
Registration  Rights  Holder  or  such  person's  gross  negligence  or  willful
misfeasance will be promptly repaid to the Company.

            (e) The Holder(s) of the Warrant Securities to be sold pursuant to a
registration


                                      -8-
<PAGE>

statement,  and their successors and assigns, shall severally,  and not jointly,
indemnify the Company,  its officers and directors and each person,  if any, who
controls  the  Company  within  the  meaning of Section 15 of the Act or Section
20(a) of the  Exchange  Act,  against  all loss,  claim,  damage or  expense  or
liability   (including  all  expenses   reasonably  incurred  in  investigating,
preparing or defending  against any claim  whatsoever)  to which they may become
subject under the Act, the Exchange Act or otherwise,  arising from  information
furnished in writing by or on behalf of such  Holders,  or their  successors  or
assigns,  for specific inclusion in such registration  statement.  The Holder(s)
further agree(s) that upon demand by an indemnified  person, at any time or from
time to time, they will promptly reimburse such indemnified person for any loss,
claim,  damage,  liability,  cost or expense actually and reasonably paid by the
indemnified  person as to which  the  Holder(s)  have  indemnified  such  person
pursuant  hereto.  Notwithstanding  the  foregoing  provisions  of this  Section
3.3(d), any such payment or reimbursement by the Holder(s) of fees,  expenses or
disbursements  incurred by an  indemnified  person in any  proceeding in which a
final  judgment by a court of competent  jurisdiction  (after all appeals or the
expiration of time to appeal) is entered against the Company or such indemnified
person as a direct  result of the Company or such person's  gross  negligence or
willful misfeasance will be promptly repaid to the Holder(s).

            (f)  Nothing  contained  in this  Agreement  shall be  construed  as
requiring the Holder(s) to exercise  their Warrants or New Warrants prior to the
initial filing of any registration statement or the effectiveness thereof.

            (g) The Company  shall furnish to each Holder  participating  in the
offering and to each  underwriter,  if any, and the  Placement  Agent,  a signed
counterpart, addressed to such Holder


                                      -9-
<PAGE>

or underwriter, if any, and the Placement Agent, of (i) an opinion of counsel to
the Company,  dated the effective date of such  registration  statement (and, if
such registration includes an underwritten public offering, an opinion dated the
date of the closing under the underwriting agreement), and (ii) a "cold comfort"
letter dated the effective  date of such  registration  statement  (and, if such
registration  includes an underwritten public offering,  a letter dated the date
of the  closing  under the  underwriting  agreement)  signed by the  independent
public auditors who have issued a report on the Company's  financial  statements
included in such registration statement, in each case covering substantially the
same matters with respect to such  registration  statement  (and the  prospectus
included therein) and, in the case of such accountants'  letter, with respect to
events subsequent to the date of such financial  statements,  as are customarily
covered in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities.

            (h) For the  purposes  of this  Agreement,  the term  "Majority"  in
reference to the  Registration  Rights  Holders of Shares and/or  Warrant Shares
shall  mean in  excess of fifty  percent  (50%) of the then  outstanding  Shares
and/or Warrant Shares  (assuming the exercises of all Warrants) that (i) are not
held by the Company, an affiliate (excluding, if applicable, the Placement Agent
and its affiliates,  officers and  directors),  officer,  creditor,  employee or
agent  thereof or any of their  respective  affiliates,  member of their family,
persons  acting as nominees or in  conjunction  therewith and (ii) have not been
resold  to the  public  pursuant  to a  registration  statement  filed  with the
Commission under the Securities Act.

      4. Price.

      4.1 Initial and Adjusted  Purchase Price. The initial purchase price shall
be $2.00


                                      -10-
<PAGE>

per Share.  The  adjusted  purchase  price shall be the price which shall result
from time to time from any and all adjustments of the initial  purchase price in
accordance with the provisions of Section 5 hereof.

      4.2  Purchase  Price.  The term  "Purchase  Price"  herein  shall mean the
initial  purchase  price or the  adjusted  purchase  price,  depending  upon the
context.

      5. Adjustments of Purchase Price and Number of Shares.

            In the event that,  prior to the  issuance by the Company of all the
Shares issuable upon exercise of this Warrant,  there shall be any change in the
outstanding  common stock of the Company by reason of the  declaration  of stock
dividends,  or through stock splits or combinations,  the remaining Shares still
subject to this Warrant and the purchase  price thereof  shall be  appropriately
adjusted  (but  without  regard to  fractions)  by the Board of Directors of the
Company to reflect such change.

      6. Merger or Consolidation.

            In case of any  consolidation  of the Company with, or merger of the
Company with, or merger of the Company into,  another  corporation (other than a
consolidation or merger which does not result in any  reclassification or change
of the outstanding common stock of the Company),  the corporation formed by such
consolidation  or merger shall execute and deliver to the Holder a  supplemental
warrant  agreement  providing  that the Holder  shall have the right  thereafter
(until the  expiration  of such  Warrant)  to  receive,  upon  exercise  of this
Warrant,  the kind and  amount  of shares  of stock  and  other  securities  and
property receivable upon such consolidation or merger by a holder


                                      -11-
<PAGE>

of the number of shares of common  stock of the Company  for which this  Warrant
might have been exercised immediately prior to such consolidation,  merger, sale
or transfer.  The above  provisions of this Section 6 shall  similarly  apply to
successive consolidations or mergers.

      7. Exchange and Replacement of Warrant.

            This Warrant is  exchangeable  without  expense,  upon the surrender
hereof by the registered Holder at the principal executive office of the Company
for a new Warrant of like tenor and date representing in the aggregate the right
to  purchase  the same  number of Shares as are  purchasable  hereunder  in such
denominations  as shall be  designated  by the Holder hereof at the time of such
surrender.

            Upon receipt by the Company of evidence  reasonably  satisfactory to
it of the loss, theft,  destruction or mutilation of this Warrant,  and, in case
of loss, theft or destruction,  of indemnity or security reasonably satisfactory
to it, and  reimbursement to the Company of all reasonable  expenses  incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated,  the
Company  will make and  deliver a new  Warrant  of like  tenor,  in lieu of this
Warrant.

      8. Elimination of Fractional Interests.

            The Company shall not be required to issue certificates representing
fractions of Shares on the exercise of this Warrant, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests,  it being the intent of
the parties that all fractional interests shall be eliminated.


                                      -12-
<PAGE>

      9. Reservation of Securities.

            The Company shall at all times reserve and keep available out of its
authorized common stock, solely for the purpose of issuance upon the exercise of
this  Warrant,  such  number of Shares as shall be  issuable  upon the  exercise
hereof. The Company covenants and agrees that, upon exercise of this Warrant and
payment of the Purchase Price  therefor,  all Shares issuable upon such exercise
shall be duly and validly issued, fully paid and nonassessable.

      10. Notices to Warrant Holders.

            Nothing  contained in this Warrant  shall be construed as conferring
upon the Holder hereof the right to vote or to consent or to receive notice as a
stockholder  in respect of any  meetings  of  stockholders  for the  election of
directors  or  any  other  matter,  or as  having  any  rights  whatsoever  as a
stockholder of the Company.

      11. Notices.

            All notices, requests, consents and other communications required or
permitted  hereunder  shall be in  writing  and shall be  delivered  personally,
telegraphed or sent by certified,  registered, or express mail, postage prepaid,
and shall be deemed  given  when so  delivered  personally,  telegraphed  or, if
mailed,  five days  after the date of deposit in the  United  States  mails,  as
follows:

      (a) If to the Company, to:


                                      -13-
<PAGE>

          Urban Cool Network, Inc.
          1401 Elm Street, Suite 1955
          Dallas, Texas 75202
          Attn:  Jacob R. Miles III, Chief Executive Officer

      (b) If to the registered Holder, to the address of such Holder as shown on
the books of the Company.

      12.  Supplements and  Amendments.  The Company and the Placement Agent may
from time to time  supplement  or amend the  Warrant  Certificates  without  the
approval of any Holders of the Warrant  Certificates  (other than the  Placement
Agent) in order to cure any  ambiguity,  to correct or supplement  any provision
contained  herein  which may be defective or  inconsistent  with any  provisions
herein,  or to make any  other  provisions  in regard to  matters  or  questions
arising  hereunder  which the Company and the Placement Agent may deem necessary
or  desirable  and which the  Company  and the  Placement  Agent  deem shall not
adversely  affect the  interests  of the Holders of Warrant  Certificates.  This
Warrant  Agreement may otherwise be amended,  modified,  superseded,  renewed or
extended only by a written  instrument  signed by the Company and the holders of
at least a majority of the Warrants.

      13. Successors.

            All  the  covenants,  agreements,   representations  and  warranties
contained in this  Warrant  shall bind the parties  hereto and their  respective
heirs, executors, administrators, distributees, successors and assigns.


                                      -14-
<PAGE>

      14. Headings.

            The   headings  in  this   Warrant  are  inserted  for  purposes  of
convenience only and shall have no substantive effect.

      15. Law Governing.

            This  Warrant  is  delivered  in the  State of New York and shall be
construed  and  enforced in  accordance  with,  and governed by, the laws of the
State of New York, without giving effect to conflicts of law principles.


                                      -15-
<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed in
its  corporate  name  by,  and  such  signature  to be  attested  to by,  a duly
authorized officer and has caused its corporate seal to be affixed hereto on the
date first above written.

                                       URBAN COOL NETWORK, INC.

[SEAL]

                                       By: _____________________________________
                                           Jacob R. Miles III
                                           Chief Executive Officer

Attest:

_________________________________
Name:
Title:


                                      -16-
<PAGE>

                            URBAN COOL NETWORK, INC.

                                SUBSCRIPTION FORM

                    (To be Executed by the Registered Holder
                        in order to Exercise the Warrant)

      The  undersigned  hereby  irrevocably  elects  to  exercise  the  right to
purchase  _________  Shares  represented  by this Warrant in  accordance  to the
conditions  hereof and  herewith  makes  payment of the  Purchase  Price of such
Shares in full.

                                         _______________________________________
                                         Signature

                                         _______________________________________
                                         Address

                                         _______________________________________
                                         Social Security Number or Taxpayer's
                                         ID Number

Dated:____________________________


                                      -17-