Exhibit 10.2


                  SATELLITE TRANSPONDER SPACE SERVICE AGREEMENT



     THIS AGREEMENT between Hispanic  Television  Network,  Inc.  ("Lessor"),  a
Delaware  corporation and Urban Television  Network  Corporation  ("Lessee"),  a
Texas  corporation is made  effective as the date of the last  signature  below.
Defined terms used in this Agreement have the meanings specified herein.

                           ARTICLE 1. SERVICE PROVIDED

A.   Scope.
          (1)  Lessor will  provide to Lessee a full-time  digitally  compressed
channel  protected with special  preemptive  provision  service on its satellite
transponder number 4 on GE- 3 leased from GE American  Communications,  inc., as
agent for GE Capital Europe Limited ("GE"),  located at 87 W.L. orbital position
("Satellite").  The  Satellite  may,  however,  be located at any other  orbital
position hereafter authorized by the FCC.

     Technical performance criteria for the Satellite shall conform as described
in  the  Transponder  Performance  Specifications  set  forth  in  the  Lessor's
Agreement with GE.


          (2)  Lessor will provide a full-time C-band digital  (video/two audio)
uplink system to uplink Lessee's programming from its Fort Worth location to the
satellite space set forth in A(1) above.


          (4)  Lessor will provide the  equipment to (4) Lessor will provide the
equipment to play Lessee's  programming into the digital uplink system that goes
to the satellite space set forth in A(1) above,  and the necessary  personnel to
edit Lessee's  programming  tapes,  including the insertion of commercial  spots
provided by Lessee and to insert the tapes in to the playing  equipment  on a 24
hour per day, 7 days per week basis.

B.   Term. The term of service  provided under this Agreement  ("Service  Term")
shall commence on the earlier of (i) November 12, 2001 (the  Commencement  Date)
or (ii) the date  designated  by Lessee in  writing  to Lessor  (the  "Alternate
Commencement Date"). Such written notice shall be delivered Lessor no later than
November 9, 2001.

     The Service Term and this Agreement shall end, except as otherwise provided
herein,  on the  earlier  of: (1) the  End-of-Life  or  Replacement  Date of the
Satellite;  (2) the date the Satellite becomes a Satellite Failure; (3) the date

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the Transponder on which service is provided hereunder is preempted or becomes a
Transponder  Failure  and  cannot be  restored;  or (4)  January  31,  2006 (the
"Projected Termination Date").

     The Service Term and this  Agreement  shall survive any  reorganization  or
change in ownership of the Lessor that might occur before the end of the Service
Term and Lessee has the right to use its own  personnel to operate the equipment
to uplink its signal to the satellite at no cost to Lessee should Lessor declare
bankruptcy or cease to operate as a company before the end of this Agreement.

     Because Lessee would incur  irreparable  damages due to the interruption of
services,  should  Lessor  fail to  provide  services  or  cease  to exist as an
operating  company,  the shares of Lessee common stock issued to Lessor shall be
cancelled  by Lessee or the public  company that Lessee might merge into and the
Promissory Note shall be considered paid in full and all future  obligations for
payment  thereunder,  and this  Agreement and the  advertising  revenue  sharing
arrangement shall automatically terminate.

     For purposes of this  Agreement,  "failure to provide  services" shall mean
that Lessor fails to provide to Lessee a full-time digitally  compressed channel
protected with special  preemptive  provision  service on 1) the Satellite for a
consecutive  thirty-day  period or 2) on an alternative  transponder  space that
Lessor  might  move to  during  the term of this  Agreement.  Expiration  of the
Service Term shall not be considered a "failure to provide services".

     Lessee  shall give Lessor  notice of such  failure to provide  services and
should Lessor not cure this failure  within twelve hours,  Lessee shall have the
right to secure services from another  provider.  Lessor shall reimburse  Lessee
for any  additional  cost  incurred by Lessee  resulting  from  Lessee  securing
services from another provider.

C.   Service  Priorities.  Lessor  shall  immediately  initiate  all  reasonable
measures,  consistent with  protecting the Lessee's  digital channel on Lessor's
leased  satellite  transponder  and all services  provided  thereon,  to restore
Lessee's  digital  channel as quickly as possible should it become a Transponder
Failure, as set forth in Lessor's Agreement with GE.

D.   Notices.  All notices regarding  technical or operational matters requiring
immediate attention will be given by telephone followed by written notification.
All  other  notices,  demands,  request,  deliveries  and  other  communications
required  or  permitted  hereunder  shall be  writing  and shall be deemed to be
delivered when actually  received (except actual receipt is mutually agreed upon
in this Agreement and otherwise),  on the day following the date of deposit in a
regularly  maintained  receptacle  for First  Class  United  States  Mail,  duly
addressed, with proper postage.


     If to given to Lessee:                    If to be given to Lessor:
     Attn:  Randy Moseley                      Attn:  Mike Fletcher
     Urban Television Network Corporation      Hispanic Television Network, Inc.
     213 Palomino Ct.                          6125 Airport Frwy  #200
     Fort Worth, Texas   76126                 Fort Worth, Texas   76117

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                               ARTICLE 2. PAYMENT

A.   Monthly Recurring Service Charge. Lessee shall pay to Lessor for Services a
monthly   recurring   service  charge  of  One  Hundred  Thousand  U.S.  Dollars
($100,000.00)  for  services  set  forth in  Article  1 above,  due and  payable
beginning  on the first day of the month  that is three  full  months  after the
initiation of services  under this  Agreement and on the first day of each month
thereafter during the term of this Agreement.

B.   Taxes and Other  Charges.  All charges  hereunder  are  exclusive of taxes,
duties and other fees or charges levied by governmental authority on the Service
or the facilities used to provide the Service.  Lessee will reimburse Lessor for
all such taxes, duties and other fees or charges.

C.   Notice of Termination  of Services.  If Lessee is in default on its monthly
payments  under the terms of this  Agreement  and the  default  continues  after
Lessor  gives  Lessee  twenty (20) days  written  notice of the default and such
default  has not been cured  within such  20-day  time  period,  then Lessor may
declare this Agreement  cancelled and cease  uplinking and other services called
for in this Agreement.


                      ARTICLE 3. CREDITS FOR INTERRUPTIONS

     Credits for  Interruptions  in Service of five (5) minutes or more shall be
granted  to  Lessee  as   calculated  by  dividing  the  number  of  minutes  of
interruption by 43,200 and multiply that percentage by $100,000.00.


                          ARTICLE 4. GENERAL PROVISIONS

A.   Indemnity.  Lessee shall indemnify and hold harmless Lessor,  its officers,
directors,  shareholders,  employees and agents, from any and all losses, costs,
damages, expenses, or liability arising out of, in whole or in part, directly or
indirectly,  that  actions of Lessee  and/or the material  transmitted  over the
service provided by Lessor.

B.   Liability.  The  liability  of Lessor  arising  out the  furnishing  of the
service,  including,  but not  limited to  mistakes,  omissions,  interruptions,
delays, errors or other defects or representations or arising out of the failure
to furnish the service,  and whether  caused by acts of  commission or omission,
shall be limited to the  allowances for  interruptions  set forth in these terms
and conditions.  Such allowances for interruption shall be the form, intent, and
purpose of its surviving provisions.

C.   Jurisdictions.  This  Agreement  is made  subject to all present and future
valid orders, and regulations of any regulatory body having jurisdiction, and to
the laws of the United States of America or any of its states  having  competent
jurisdiction.  In the event this  Agreement  or any of its  provisions  shall be
found  contrary to, or in conflict with, any such order,  rule,  regulation,  or
law, this Agreement shall be deemed  modified to the extent  necessary to comply

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with any such order, rule,  regulation,  or law, and shall be modified in such a
way as the parties hereto  mutually agree is consistent  with the form,  intent,
and purpose of its surviving provisions.

D.   Consent.  Unless prior  written  notice of consent is obtained from a party
hereto,  the other  party  will keep in  strictest  confidence  all  information
identified  by either  party as  confidential,  except as may be  required to be
disclosed by governmental regulations or court order.

E.   Releases.  Except as otherwise expressly agreed to by the parties or as may
be  required  by  governmental  regulations  or court  order,  neither  party is
authorized to issue or release any articles,  advertising,  publicity,  or other
matters relating to this Agreement.

F.   Enforcement.  The failure of either  party hereto to enforce or insist upon
compliance with any of the provisions of this Agreement or the waiver thereof in
any instance  shall not be  construed by the other party as a general  waiver or
relinquishment  of any other  provision of this  Agreement,  but the same shall,
nonetheless be and remain in full force and effect.




G.   Assignments.  Neither party shall, without the prior written consent of the
other party, which will not be unreasonably withheld,  assign its interest in or
the rights to or obligation under this Agreement to a third party.

H.   Amendments.  This  Agreement  shall  not  be  amended,  changed,  modified,
terminated or discharged in whole or in part, except by an instrument in writing
duly executed by the parties hereto, or their respective successors or permitted
assigns.

I.   Entire  Agreement.  This Agreement and any exhibits  constitutes the entire
Agreement between the parties as to the subject matter hereof and supersedes and
merges all prior oral or written agreements between the parties hereto.

J.   Governing Law. This  Agreement  shall be construed and governed by the laws
of the State of Texas.

IN NO EVENT SHALL LESSOR OR LESSEE BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR
ANY INDIRECT, SPECIAL OR CONSQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS
OF PROFITS OR INCOME OR  POTENTIAL  BUSINESS  OPPORTUNITIES,  REGARDLESS  OF THE
NATURE OF THE CLAIM OR THE ACTION, ARISING FROM THE LESSEE'S USE OF THE SERVICE,
WHETHER  OR NOT SUCH  OTHER  PARTY  SHALL  HAVE  HAD ANY  KNOWLEDGE,  ACTUAL  OR
CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED.


IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year written  below and the persons  signing  warrant that they are duly
authorized to sign for and on behalf of the respective parties.

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Hispanic Television Network, Inc.



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Mike Fletcher, Chief Operating Officer                           Date





Urban Television Network Corporation



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Randy Moseley, President                                         Date