Exhibit 10.46

      THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
1933,  AS  AMENDED  (THE  "ACT"),  AND  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 CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO
THE CORPORATION, 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.

                            URBAN COOL NETWORK, INC.
                                 PROMISSORY NOTE

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

N-___                                                  Dated: ____________, 2000
$                                                             New York, New York

FOR VALUE  RECEIVED,  Urban Cool  Network,  Inc.,  a Delaware  corporation  (the
"Company"),  promises  to  pay to  __________  or  assigns  (the  "Holder")  the
principal amount of                    DOLLARS   ($            ) (the "Principal
Amount"),  in such coin or  currency  of the United  States of America as at the
time of  payment  shall be legal  tender for the  payment of public and  private
debts,  together with simple  interest  thereon at the rate of ten percent (10%)
per annum  (calculated on the basis of a 360-day year of 30-day months),  at the
principal  office of the  Company,  upon the  earlier  of (a) the  closing of an
initial public offering of the Company's securities or (b) _____________,  2001,
eighteen  months from the date of this note.  No payments  of  principal  and/or
interest shall be due until maturity.

      Notwithstanding  anything to the contrary herein contained,  the Principal
Amount of this Note or any  interest  hereon  may be prepaid at any time or from
time to time,  prior to the maturity of this Note, in whole or in part,  without
prior notice and without penalty or premium.  Prepayments shall be applied first
to interest due and then to principal.

      1. The Notes: This Note is one of several promissory notes made and issued
by the Company which may aggregate to a maximum principal amount of five hundred
thousand dollars ($500,000) (individually,  a "Note," and together, the "Notes")
assuming all Units are sold, pursuant to the terms and subject to the conditions
of Subscription  Agreements and Investment  Representations  (the  "Subscription
Agreements"), by and among the Company and certain investors.  Reference is made
to the Subscription  Agreements for agreements of the parties applicable to this
Note.


                                       -1-

<PAGE>

      2. Covenants: The Company covenants and agrees that, so long as any of the
Notes shall be outstanding and unpaid:

            2.1 Payment of Notes. The Company will punctually pay or cause to be
paid the  Principal  Amount and interest on this Note.  Any sums  required to be
withheld  from any  payment  of  Principal  Amount or  interest  on this Note by
operation of law or pursuant to any order, judgment,  execution, treaty, rule or
regulation may be withheld by the Company and paid over in accordance therewith.

      Nothing in this Note or in any other agreement  between the Holder and the
Company shall  require the Company to pay, or the Holder to accept,  interest in
an amount  which would  subject the Holder to any  penalty or  forfeiture  under
applicable law. In the event that the payment of any charges, fees or other sums
due under this Note or provided for in any other  agreement  between the Company
and the Holder are or could be held to be in the  nature of  interest  and would
subject the Holder to any penalty or forfeiture  under applicable law, then ipso
facto the obligations of the Company to make such payment to the Holder shall be
reduced to the highest rate  authorized  under  applicable law and, in the event
that the Holder  shall have ever  received,  collected,  accepted  or applied as
interest  any amount in excess of the maximum  rate of interest  permitted to be
charged by  applicable  law,  such amount which would be excess  interest  under
applicable  law  shall be  applied  first to the  reduction  of  principal  then
outstanding,  and,  second,  if such  principal  amount  is paid  in  full,  any
remaining excess shall forthwith be returned to the Company.

            2.2 Maintenance of Corporate  Existence;  Merger and  Consolidation.
The Company will at all times cause to be done all things  necessary to preserve
and keep in full force and effect its corporate  existence and all of its rights
and  franchises  and  shall  not be  consolidated  with or merge  into any other
corporation  or transfer  all or  substantially  all of its assets to any person
unless (i) the survivor of such consolidation or merger is the Company, (ii) the
corporation  formed by such consolidation or into which the Company is merged or
to which the  assets of the  Company  are  transferred  is a  corporation  which
expressly  assumes all of the  obligations  of the Company under the Notes,  and
(iii)  after  giving  effect  to such  transaction,  no  Event  of  Default  (as
hereinafter  defined),  and no event which,  after  notice or lapse of time,  or
both, would become an Event of Default, shall have occurred and be continuing.

            2.3 Maintenance of Properties.  The Company will reasonably maintain
in good repair, working order and condition its properties and other assets, and
from time to time make all reasonably  necessary or desirable repairs,  renewals
and replacements thereto.

            2.4 Payment of Taxes.  The Company will cause to be paid,  set aside
for payment, or cause to be discharged, before the same shall become delinquent,
all taxes,  assessments  and  governmental  charges  levied or imposed  upon the
Company or upon its income,  profits or property;  provided,  however,  that the
Company  shall not be required to cause to be paid or  discharged  any such tax,
assessment or charge whose amount,  applicability or validity is being contested
in good faith by appropriate proceedings.


                                      -2-
<PAGE>

            2.5  Compliance  with  Statutes.  The  Company  will  comply  in all
material  respects with all  applicable  statutes and  regulations of the United
States of  America  and of any state or  municipality,  and of any agency of any
thereof, in respect of the conduct of business, and the ownership of property by
the Company; provided, however, that nothing contained in this Section 2.5 shall
require the Company to comply with any such statute or regulation so long as its
legality or applicability shall be contested in good faith; and provided further
that  an  unintentional  violation  of this  covenant  done  in  good  faith  or
inadvertently shall not be deemed an Event of Default under Section 4 hereof.

            2.6  Restrictions on Dividends,  Redemptions,  etc. The Company will
not (i) declare or pay any dividend or make any other distribution on any equity
securities of the Company,  except dividends or distributions  payable in equity
securities of the Company, (ii) purchase,  redeem or otherwise acquire or retire
for value  any  equity  securities  of the  Company,  except  equity  securities
acquired upon conversion thereof into other equity securities of the Company, or
(iii)  permit a  subsidiary  of the  Company to  purchase,  redeem or  otherwise
acquire or retire for value any  equity  securities  of the  Company,  if,  upon
giving effect to such dividend,  distribution,  purchase,  redemption,  or other
acquisition or retirement, the net worth of the Company would be reduced to less
than an amount equal to the remaining indebtedness outstanding under the Notes.

            2.7 Transactions with Affiliates.  The Company will not itself,  and
will not permit any  subsidiary  to,  engage in any  transaction  of any kind or
nature  with any  affiliate  (as such term is used in Rule 405 under the Act) of
the Company,  other than a wholly-owned  subsidiary,  unless such transaction is
upon terms which are fair to the Company or such subsidiary, as the case may be,
and which are reasonably  similar to, or more  beneficial to the Company or such
subsidiary  than the terms deemed likely to occur in similar  transactions  with
unrelated persons under the same circumstances.

      3.  Restrictions Upon  Transferability.  This Note has not been registered
under the Act, and 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 this Note, 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 other state securities law.

      4. Events of Default and Remedies. An "Event of Default" shall occur if:

            4.1  Payment  of Notes.  The  Company  defaults  in the  payment  of
Principal Amount or interest of this Note, when and as the same shall become due
and payable whether at maturity thereof, or by acceleration or otherwise,  which
default  shall  continue  uncured for a period of thirty (30) days from the date
thereof; or

            4.2 Performance of Covenants,  Conditions or Agreements. The Company
fails to comply with any of the covenants, conditions or agreements set forth in
this Note and such default


                                      -3-
<PAGE>

shall continue uncured for a period of thirty (30) days after receipt of written
notice to the Company from any Holder stating the specific  default or defaults;
or

            4.3 Bankruptcy,  Insolvency,  etc. The Company shall file or consent
by  answer or  otherwise  to the entry of an order  for  relief or  approving  a
petition for relief,  reorganization  or  arrangement  or any other  petition in
bankruptcy for  liquidation or to take advantage of any bankruptcy or insolvency
law of any  jurisdiction,  or shall make an  assignment  for the  benefit of its
creditors, or shall consent to the appointment of a custodian, receiver, trustee
or other officer with similar powers of itself or of any substantial part of its
property,  or shall be  adjudicated  a  bankrupt  or  insolvent,  or shall  take
corporate  action  for the  purpose  of any of the  foregoing,  or if a court or
governmental authority of competent jurisdiction shall enter an order appointing
a custodian, receiver, trustee or other officer with similar powers with respect
to the Company or any substantial part of its property or an order for relief or
approving  a petition  for relief or  reorganization  or any other  petition  in
bankruptcy  or  for  liquidation  or to  take  advantage  of any  bankruptcy  or
insolvency  law, or an order for the  dissolution,  winding up or liquidation of
the Company, or if any such petition shall be filed against the Company and such
petition shall not be dismissed within sixty (60) days.

            4.4.  Remedies.  In case an Event of Default (other than an Event of
Default  resulting from the Company's failure to pay the Principal Amount of, or
any  interest  upon,  this  Note,  when the same  shall  be due and  payable  in
accordance  with the terms hereof  (after  giving  affect to  applicable  "cure"
provisions herein) and an Event of Default resulting from bankruptcy, insolvency
or  reorganization)  shall  occur and be  continuing,  the  Holders of the Notes
representing at least fifty-one  percent (51%) in the aggregate of the Principal
Amount of all Notes then  outstanding,  may  declare by notice in writing to the
Company all unpaid  Principal  Amount and  accrued  interest on all of the Notes
then outstanding to be due and payable immediately.  In case an Event of Default
resulting  from the  Company's  nonpayment  of Principal  Amount of, or interest
upon, this Note shall occur,  the Holder may declare all unpaid Principal Amount
and  accrued  interest  on this Note held by such  Holder to be due and  payable
immediately.  In case an Event of Default resulting from bankruptcy,  insolvency
or reorganization  shall occur, all unpaid principal and accrued interest on the
Notes held by each  Holder  shall be due and  payable  immediately  without  any
declaration or other act on the part of such Holders.  Any such acceleration may
be annulled and past defaults (except,  unless  theretofore  cured, a default in
payment  of  Principal  Amount or  interest  on the  Notes) may be waived by the
Holders of a majority in Principal Amount of the Notes then outstanding.

      5. Costs of Collection.  Should the indebtedness  represented by this Note
or any part thereof be collected  in any  proceeding,  or this Note be placed in
the hands of attorneys for collection  after default,  the Company agrees to pay
as an additional obligation under this Note, in addition to the Principal Amount
and  interest  due and  payable  hereon,  all  costs of  collecting  this  Note,
including reasonable attorneys' fees.

      6. Waiver and Amendments. This Note may be amended, modified,  superseded,
canceled,  renewed or  extended,  and the terms  hereof may be waived  only by a
written  instrument  signed by the  Company  and  Holders of at least  fifty-one
percent  (51%)  in  Principal  Amount  of the  Notes  at the  time  outstanding;
provided, however, that the consent of a Holder shall be required to


                                      -4-
<PAGE>

modify the terms of this Note  affecting the payment of Principal  Amount of, or
interest on, such Holder's  Note or the term of such Holder's  Note. No delay on
the part of any party in  exercising  any right,  power or  privilege  hereunder
shall operate as a waiver hereof,  nor shall any waiver on the part of any party
of any right,  power or privilege or privilege  hereunder  preclude any other or
further  exercise hereof or the exercise of any other right,  power or privilege
hereunder.  The rights and remedies  provided  herein are cumulative and are not
exclusive of any rights or remedies which any party may otherwise have at law or
in equity.

      7. Loss,  Theft,  Destruction  or Mutilation of Note.  Upon receipt by the
Company of evidence  reasonably  satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and of indemnity or security  reasonably
satisfactory  to the  Company,  and upon  reimbursement  to the  Company  of all
reasonable expenses  incidental thereto,  and upon surrender and cancellation of
this Note,  if  mutilated,  the Company will make and deliver a new Note of like
tenor,  in lieu of this Note. Any Note made and delivered in accordance with the
provisions of this Section 7 shall be dated as of the date to which interest has
been paid on this Note,  or if no  interest  has  theretofore  been paid on this
Note, then dated the date hereof.

      8.  Notice.  Any  notice  or other  communication  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 (5)
days after the date of deposit in the United States mails, as follows:

      (i)   if to the Company, to:

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

      (ii)  if to the  Holder,  to the  address  of such  Holder as shown on the
books of the Company.

      9.  Governing  Law.  This  Note  shall be  governed  by and  construed  in
accordance with the laws of the State of New York,  without giving effect to its
conflicts of law principles.  The Company agrees that any dispute or controversy
arising  out of this Note shall be  adjudicated  in a court  located in New York
City,  and hereby  submits to the  exclusive  jurisdiction  of the courts of the
State of New York located in New York, New York and of the federal courts in the
Southern  District of New York, and  irrevocably  waives any objection it now or
hereafter may have respecting the venue of such action or proceeding  brought in
such a court or respecting  the fact that such court is an  inconvenient  forum,
and consents to the service of process in any such action or proceeding by means
of registered or certified mail, return receipt requested.

      10. Successors and Assigns. All the covenants, stipulations,  promises and
agreements in this Note  contained by or on behalf of the Company shall bind its
successors and assigns, whether or not so expressed.


                                      -5-
<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused this Note to be signed in its
corporate name by a duly authorized officer and to be dated as of the date first
above written.

                                       URBAN COOL NETWORK, INC.

                                       By: _____________________________________
                                           Name:
                                           Title:


                                      -6-