Exhibit 10.49

                                LETTER AGREEMENT

                                               August 30, 2000

Urban Cool Network, Inc.
1401 Elm Street
Dallas, Texas 75202

Attention: Jacob R. Miles, III
           Chief Executive Officer

Gentlemen:

      Reference is made to that certain Loan Agreement by and between Urban Cool
Network, Inc. (the "Company") and The Elite Funding Group, Inc. ("EFG") dated as
of November 23, 1999 (the "Loan Agreement"). Terms defined in the Loan Agreement
shall have the same meaning  when used in this letter  agreement  (this  "Letter
Agreement").

      The parties wish to confirm their understanding and agreement with respect
to the matters set forth below.

      1. In July 2000, the Company obtained  approximately  $480,000 in proceeds
of a financing from a third party (the "Proceeds").  Under the terms of the Loan
Agreement,  the Company was required to pay over the full amount of the Proceeds
in partial reduction of the Company's indebtedness to EFG.

      2. As of the date of its receipt of the Proceeds,  the Company agreed,  in
exchange  for EFG's  agreement  to permit the  Company to use the  Proceeds  for
certain  designated  business  purposes:  a) on or before July 31, 2000,  to pay
$113,000  of  the  Proceeds  to  EFG  in  partial  reduction  of  the  Company's
indebtedness  to EFG (of which $87,500 have been paid);  b) to pay an additional
$75,000 fee to EFG at the closing of the Company's  initial public offering (the
"IPO");  and c) if the IPO was not declared  effective  by August 12,  2000,  to
issue to EFG and its assignees  375,000 warrants to purchase common stock of the
Company,  of like tenor and on the same  terms and  conditions  as the  warrants
presently owned by EFG and its assignees.

      3.  Conditional  upon the Company's full  performance  of its  obligations
described  above, EFG agreed to and did forbear from enforcing its remedies with
respect to the mandatory prepayment of the Proceeds.

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Urban Cool Network, Inc.
August 30, 2000
Page 2

      4. The Company  has  confirmed  that the  foregoing  agreements  have been
authorized by all requisite corporate and other action.

      5. All  amounts  due to EFG  will be paid  from  the  proceeds  of the IPO
immediately upon the Company's receipt of funds.

      Except as expressly  modified or amended hereby,  the Loan Agreement shall
remain in full force and effect and all  representations  and  warranties  shall
apply to the Loan  Agreement  and to this Letter  Agreement  as though it were a
portion of the Loan  Agreement and be effective as of the date  originally  made
and as of the date  hereof.  However,  in the case of any  conflict  between the
provisions  of this  letter and the terms of the Loan  Agreement  as  originally
executed,  the terms hereof shall prevail.  Silverman,  Collura & Chernis,  P.C.
will  provide its opinion to the same effect as its opinion  dated  November 23,
1999.

      If the foregoing accurately sets forth our complete agreement with respect
to the subject matter hereof,  please so confirm by executing this letter in the
space  provided,  in which  case this  Letter  Agreement  will  become a binding
agreement between the parties and the Loan Agreement,  as amended hereby,  shall
remain in full force and effect.

                                   Very truly yours,

                                   The Elite Funding Group, Inc.

                                   By: /s/ Mark Herskowitz, Authorized Agent
                                      ------------------------------------------
                                      Name: THE ELITE FUNDING GROUP, INC.
                                      Title:

Agreed and Accepted:

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

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

cc:  Gary Epstein, Esq.
     Martin C. Licht, Esq.