**EXHIBIT10.3**

**Thisinstrument and the rights and obligations evidenced hereby are subordinate inthe manner and to the extent set forth in that certain Subordination andIntercreditor Agreement dated as of February 4, 2002 among Purchaser (asdefined below), the Company (as defined below) and LaSalle Bank NationalAssociation, to the indebtedness (including interest) owed by the Companypursuant to that certain Amended and Restated Credit Agreement dated as ofAugust 14, 2001 among the Company and LaSalle Bank National Association,as such Credit Agreement has been and hereafter may be amended, supplemented orotherwise modified from time to time and to indebtedness refinancing theindebtedness under that agreement as contemplated by the Subordination and IntercreditorAgreement; and each holder of this instrument, by its acceptance hereof,irrevocably agrees to be bound by the provisions of the Subordination andIntercreditor Agreement.**

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**SUBORDINATED PROMISSORYNOTE**

 

| $110,000 |   | February 4, 2002 |
|----------|--------|------------------|

 

FOR VALUE RECEIVED, CTNMedia Group, Inc., a Delaware corporation (the “Company”), herebypromises to pay to the order of U–C Holdings, L.L.C. (“Purchaser”)the principal sum of

One hundred ten thousand and 00/100 Dollars ($110,000)

 

or such lesser principalamount then outstanding, together with all accrued and unpaid interestthereon.  Interest on the principalamount of this Note will accrue from and including the date hereof to andincluding the date such principal amount is paid, at 2.73% per annum or, iflower, the highest rate established by applicable law (based on a year of 360days and computed on the number of days actually elapsed).

The Company shall pay the principal amount of $6,111.11 (or such lesserprincipal amount then outstanding) to the holder of this Note on the lastbusiness day of each month, together with all accrued and unpaid interest onthe principal amount being repaid, starting as of February, 2002.  On April 30, 2002, in addition to the abovementioned payment of the principal amount of $6,111.11, the Company shall makean additional one-time payment in the principal amount of $12,222.22, so thatthe total principal amount to be paid by the Company to the holder of this Noteon April 30, 2002 shall be $18,333.33. Also, on or before February 15, 2002 the Company shall make anadditional one-time payment in the principal amount of 

 

 

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$6,111.11 so thatthe total principal amount to be paid by the Company to the holder of this Notefor the month of February, 2002 shall be $12,222.22.

The Company may prepayamounts due on this Note in whole or in part without penalty or premium at anytime.  Any payment of principal by theCompany will be accompanied by all accrued and unpaid interest on the principalsum being repaid.  The holder of thisNote will note all partial payments of principal and accompanying payments ofinterest on the face or reverse side of this Note.  All such prepayments shall be applied to reduce futureinstallments in order of maturity.

This Note is subject tothe terms and conditions of a Termination and Purchase Agreement dated as ofthe date hereof, as amended, by and between Purchaser, Daniel D. Davenport(“Executive”) and the Company (the “Termination Agreement”),which agreement (as amended in accordance with its terms) is herebyincorporated herein in full by reference. Except as otherwise indicated herein, capitalized terms used in thisNote have the same meanings set forth in the Termination Agreement.

This instrument issubject to the terms and conditions of a Subordination and IntercreditorAgreement (the “Subordination Agreement”) dated as of the date hereof infavor of LaSalle Bank National Association, which agreement (as amended inaccordance with its terms) is incorporated herein by reference.

In the event of a materialbreach, at any time, by Executive of the Termination Agreement or a breach, atany time, by Executive the Surviving Provisions of the Employment Agreement,Executive shall not be entitled to receive any amounts owing under this Note(assuming Executive is the holder of this Note at such time).

This Note shall not beassignable by Purchaser other than to Executive and, upon such receipt byExecutive, shall inure to the benefit of Executive.  So long as the Subordination Agreement is in effect, this Noteshall not be assignable by Executive, in whole or in part, except in accordancewith Section 2.6 of the Subordination Agreement.  The Company’s obligations hereunder shall be binding upon itssuccessors and assigns; provided that no assignment (including, withoutlimitation, by operation of law or otherwise) shall relieve the Company fromits obligations hereunder, which shall remain the primary obligations of theCompany.  Notwithstanding the foregoing,in the event of Executive’s death, Executive’s heir or legatee shall take therights herein granted subject to the terms and conditions hereof.

Subject to the terms ofthe Subordination Agreement, if Executive cannot collect this Note without theassistance of an attorney at law, he shall be entitled to reimbursement ofreasonable attorney’s fees and court costs.

**This Note shall be governed by and construed in accordancewith the domestic laws of the State of New York, without giving effect to anychoice of law or conflict of law provision or rule (whether of the State of NewYork or any other jurisdiction) that would cause the application of the laws ofany jurisdiction other than the State of New York.**

*   *    *    *    *

 

 

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IN WITNESS WHEREOF, theundersigned has duly executed this Subordinated Promissory Note as of the datefirst written above.

|   | **CTN  MEDIA GROUP, INC.**            |
|--------|---------------------------------------|
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | /s/ Neil H. Dickson |
|   |                                  |   |
|   | Name:  Neil H. Dickson           |
|   |                                  |   |
|   | Title:  Chief Operating  Officer |
|   |                                  |   |

 

 

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